Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 07, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | NorthStar Healthcare Income, Inc. | |
Entity Central Index Key | 0001503707 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 188,867,665 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Assets | |||
Cash and cash equivalents | $ 29,183 | $ 73,811 | |
Restricted cash | 20,985 | 20,697 | |
Operating real estate, net | 1,724,019 | 1,778,914 | |
Investments in unconsolidated ventures | 282,553 | 264,319 | |
Real estate debt investments, net | 55,649 | 58,600 | |
Assets held for sale | 2,037 | 2,183 | |
Receivables, net | 15,011 | 14,436 | |
Deferred costs and intangible assets, net | 28,822 | 36,996 | |
Other assets | 14,759 | 14,460 | |
Total assets | [1] | 2,173,018 | 2,264,416 |
Liabilities | |||
Mortgage and other notes payable, net | 1,436,542 | 1,466,349 | |
Due to related party | 4,346 | 5,675 | |
Escrow deposits payable | 6,118 | 4,379 | |
Distribution payable | 0 | 5,400 | |
Accounts payable and accrued expenses | 27,983 | 32,405 | |
Other liabilities | 4,669 | 5,834 | |
Total liabilities | [1] | 1,479,658 | 1,520,042 |
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 September 30, 2019 and December 31, 2018 | 0 | 0 | |
Common stock, $0.01 par value, 400,000,000 shares authorized, 189,219,380 and 188,495,355 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 1,893 | 1,885 | |
Additional paid-in capital | 1,703,086 | 1,697,998 | |
Retained earnings (accumulated deficit) | (1,014,724) | (958,924) | |
Accumulated other comprehensive income (loss) | (2,372) | (2,284) | |
Total NorthStar Healthcare Income, Inc. stockholders’ equity | 687,883 | 738,675 | |
Non-controlling interests | 5,477 | 5,699 | |
Total equity | 693,360 | 744,374 | |
Total liabilities and equity | $ 2,173,018 | $ 2,264,416 | |
[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 September 30, 2019, the Operating Partnership includes $0.6 billion and $0.5 billion of assets and liabilities, respectively, of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Billions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
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) | 189,219,380 | 188,495,355 |
Common stock, shares outstanding (in shares) | 189,219,380 | 188,495,355 |
Primary Beneficiary | ||
Ownership interest in operating partnership (percentage) | 99.99% | |
Northstar Healthcare Income Operating Partnership, LP | Primary Beneficiary | ||
Ownership interest in operating partnership (percentage) | 99.99% | |
Assets of consolidated VIEs | $ 0.6 | |
Liabilities of consolidated VIEs | $ 0.5 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property and other revenues | ||||
Resident fee income | $ 32,283 | $ 32,469 | $ 97,658 | $ 98,232 |
Rental income | 40,410 | 39,986 | 121,168 | 119,626 |
Other revenue | 85 | 1,015 | 1,445 | 2,692 |
Total property and other revenues | 72,778 | 73,470 | 220,271 | 220,550 |
Net interest income | ||||
Interest expense on mortgage obligations issued by a securitization trust | 0 | 0 | 0 | (3,824) |
Net interest income | 1,946 | 1,943 | 5,771 | 7,088 |
Expenses | ||||
Real estate properties - operating expenses | 45,359 | 47,355 | 135,213 | 141,510 |
Interest expense | 17,218 | 17,677 | 51,908 | 52,408 |
Other expenses related to securitization trust | 0 | 0 | 0 | 811 |
Transaction costs | 29 | 0 | 105 | 806 |
Asset management and other fees - related party | 4,994 | 5,951 | 14,983 | 17,845 |
General and administrative expenses | 2,807 | 2,818 | 8,210 | 9,927 |
Depreciation and amortization | 16,164 | 25,629 | 54,525 | 81,943 |
Impairment loss | 0 | 0 | 10,146 | 5,239 |
Total expenses | 86,571 | 99,430 | 275,090 | 310,489 |
Other income (loss) | ||||
Realized gain (loss) on investments and other | 204 | 726 | 5,926 | 4,221 |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (11,643) | (23,291) | (43,122) | (78,630) |
Equity in earnings (losses) of unconsolidated ventures | (3,037) | 16,631 | (7,666) | 3,907 |
Income tax benefit (expense) | (17) | (10) | (38) | (40) |
Net income (loss) | (14,697) | (6,670) | (50,826) | (74,763) |
Net (income) loss attributable to non-controlling interests | 73 | 66 | 439 | 397 |
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ (14,624) | $ (6,604) | $ (50,387) | $ (74,366) |
Net income (loss) per share of common stock, basic/diluted (in dollars per share) | $ (0.08) | $ (0.04) | $ (0.27) | $ (0.40) |
Weighted average number of shares of common stock outstanding, basic/diluted (in shares) | 189,094,572 | 187,432,091 | 189,061,291 | 187,278,444 |
Distributions declared per share of common stock (in dollars per share) | $ 0 | $ 0.09 | $ 0.028664398 | $ 0.25 |
Debt Investments | ||||
Net interest income | ||||
Interest income | $ 1,946 | $ 1,943 | $ 5,771 | $ 5,763 |
Mortgage Loans Held in Securitized Trust | ||||
Net interest income | ||||
Interest income | $ 0 | $ 0 | $ 0 | $ 5,149 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (14,697) | $ (6,670) | $ (50,826) | $ (74,763) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments related to investment in unconsolidated venture | 786 | (515) | (88) | (1,401) |
Total other comprehensive income (loss) | 786 | (515) | (88) | (1,401) |
Comprehensive income (loss) | (13,911) | (7,185) | (50,914) | (76,164) |
Comprehensive (income) loss attributable to non-controlling interests | 73 | 66 | 439 | 397 |
Comprehensive income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ (13,838) | $ (7,119) | $ (50,475) | $ (75,767) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Company’s Stockholders’ Equity | Non-controlling Interests |
Beginning Balance (in shares) at Dec. 31, 2017 | 186,709,000 | ||||||
Beginning Balance at Dec. 31, 2017 | $ 944,799 | $ 1,867 | $ 1,681,040 | $ (744,090) | $ (316) | $ 938,501 | $ 6,298 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 294,000 | ||||||
Share-based payment of advisor asset management fees | 2,500 | $ 3 | 2,497 | 2,500 | |||
Issuance and amortization of equity-based compensation | 42 | 42 | 42 | ||||
Non-controlling interests - contributions | 71 | 71 | |||||
Non-controlling interests - distributions | (150) | (150) | |||||
Shares redeemed for cash (in shares) | (1,048,000) | ||||||
Shares redeemed for cash | (8,206) | $ (11) | (8,195) | (8,206) | |||
Distributions declared | (15,560) | (15,560) | (15,560) | ||||
Proceeds from distribution reinvestment plan (in shares) | 1,274,000 | ||||||
Proceeds from distribution reinvestment plan | 10,831 | $ 13 | 10,818 | 10,831 | |||
Other comprehensive income (loss) | 743 | 743 | 743 | ||||
Net income (loss) | (33,888) | (33,668) | (33,668) | (220) | |||
Ending Balance (in shares) at Mar. 31, 2018 | 187,229,000 | ||||||
Ending Balance at Mar. 31, 2018 | 901,182 | $ 1,872 | 1,686,202 | (793,318) | 427 | 895,183 | 5,999 |
Beginning Balance (in shares) at Dec. 31, 2017 | 186,709,000 | ||||||
Beginning Balance at Dec. 31, 2017 | 944,799 | $ 1,867 | 1,681,040 | (744,090) | (316) | 938,501 | 6,298 |
Increase (Decrease) in Stockholder's Equity | |||||||
Other comprehensive income (loss) | (1,401) | ||||||
Net income (loss) | (74,763) | ||||||
Ending Balance (in shares) at Sep. 30, 2018 | 187,683,000 | ||||||
Ending Balance at Sep. 30, 2018 | 831,416 | $ 1,877 | 1,691,198 | (865,707) | (1,717) | 825,651 | 5,765 |
Beginning Balance (in shares) at Mar. 31, 2018 | 187,229,000 | ||||||
Beginning Balance at Mar. 31, 2018 | 901,182 | $ 1,872 | 1,686,202 | (793,318) | 427 | 895,183 | 5,999 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 294,000 | ||||||
Share-based payment of advisor asset management fees | 2,500 | $ 3 | 2,497 | 2,500 | |||
Issuance and amortization of equity-based compensation (in shares) | 21,000 | ||||||
Issuance and amortization of equity-based compensation | 42 | 42 | 42 | ||||
Non-controlling interests - contributions | 218 | 218 | |||||
Non-controlling interests - distributions | (160) | (160) | |||||
Shares redeemed for cash (in shares) | (1,003,000) | ||||||
Shares redeemed for cash | (7,867) | $ (10) | (7,857) | (7,867) | |||
Distributions declared | (15,750) | (15,750) | (15,750) | ||||
Proceeds from distribution reinvestment plan (in shares) | 925,000 | ||||||
Proceeds from distribution reinvestment plan | 7,859 | $ 9 | 7,850 | 7,859 | |||
Other comprehensive income (loss) | (1,629) | (1,629) | (1,629) | ||||
Net income (loss) | (34,205) | (34,094) | (34,094) | (111) | |||
Ending Balance (in shares) at Jun. 30, 2018 | 187,466,000 | ||||||
Ending Balance at Jun. 30, 2018 | 852,190 | $ 1,874 | 1,688,734 | (843,162) | (1,202) | 846,244 | 5,946 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 294,000 | ||||||
Share-based payment of advisor asset management fees | 2,500 | $ 3 | 2,497 | 2,500 | |||
Issuance and amortization of equity-based compensation (in shares) | 0 | ||||||
Issuance and amortization of equity-based compensation | 45 | 45 | 45 | ||||
Non-controlling interests - contributions | 106 | 106 | |||||
Non-controlling interests - distributions | (221) | (221) | |||||
Shares redeemed for cash (in shares) | (977,000) | ||||||
Shares redeemed for cash | (7,730) | $ (9) | (7,721) | (7,730) | |||
Distributions declared | (15,941) | (15,941) | (15,941) | ||||
Proceeds from distribution reinvestment plan (in shares) | 900,000 | ||||||
Proceeds from distribution reinvestment plan | 7,652 | $ 9 | 7,643 | 7,652 | |||
Other comprehensive income (loss) | (515) | (515) | (515) | ||||
Net income (loss) | (6,670) | (6,604) | (6,604) | (66) | |||
Ending Balance (in shares) at Sep. 30, 2018 | 187,683,000 | ||||||
Ending Balance at Sep. 30, 2018 | $ 831,416 | $ 1,877 | 1,691,198 | (865,707) | (1,717) | 825,651 | 5,765 |
Beginning Balance (in shares) at Dec. 31, 2018 | 188,495,355 | 188,495,000 | |||||
Beginning Balance at Dec. 31, 2018 | $ 744,374 | $ 1,885 | 1,697,998 | (958,924) | (2,284) | 738,675 | 5,699 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 352,000 | ||||||
Share-based payment of advisor asset management fees | 2,500 | $ 4 | 2,496 | 2,500 | |||
Issuance and amortization of equity-based compensation | 45 | 45 | 45 | ||||
Non-controlling interests - contributions | 256 | 256 | |||||
Non-controlling interests - distributions | (72) | (72) | |||||
Shares redeemed for cash (in shares) | (279,000) | ||||||
Shares redeemed for cash | (1,978) | $ (3) | (1,975) | (1,978) | |||
Distributions declared | (5,413) | (5,413) | (5,413) | ||||
Proceeds from distribution reinvestment plan (in shares) | 687,000 | ||||||
Proceeds from distribution reinvestment plan | 4,876 | $ 7 | 4,869 | 4,876 | |||
Other comprehensive income (loss) | 200 | 200 | 200 | ||||
Net income (loss) | (18,669) | (18,617) | (18,617) | (52) | |||
Ending Balance (in shares) at Mar. 31, 2019 | 189,255,000 | ||||||
Ending Balance at Mar. 31, 2019 | $ 726,119 | $ 1,893 | 1,703,433 | (982,954) | (2,084) | 720,288 | 5,831 |
Beginning Balance (in shares) at Dec. 31, 2018 | 188,495,355 | 188,495,000 | |||||
Beginning Balance at Dec. 31, 2018 | $ 744,374 | $ 1,885 | 1,697,998 | (958,924) | (2,284) | 738,675 | 5,699 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 1,100,000 | ||||||
Other comprehensive income (loss) | (88) | ||||||
Net income (loss) | $ (50,826) | ||||||
Ending Balance (in shares) at Sep. 30, 2019 | 189,219,380 | 189,219,000 | |||||
Ending Balance at Sep. 30, 2019 | $ 693,360 | $ 1,893 | 1,703,086 | (1,014,724) | (2,372) | 687,883 | 5,477 |
Beginning Balance (in shares) at Mar. 31, 2019 | 189,255,000 | ||||||
Beginning Balance at Mar. 31, 2019 | 726,119 | $ 1,893 | 1,703,433 | (982,954) | (2,084) | 720,288 | 5,831 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 352,000 | ||||||
Share-based payment of advisor asset management fees | 2,500 | $ 4 | 2,496 | 2,500 | |||
Issuance and amortization of equity-based compensation (in shares) | 25,000 | ||||||
Issuance and amortization of equity-based compensation | 46 | 46 | 46 | ||||
Non-controlling interests - contributions | 62 | 62 | |||||
Non-controlling interests - distributions | (67) | (67) | |||||
Shares redeemed for cash (in shares) | (450,000) | ||||||
Shares redeemed for cash | (3,204) | $ (5) | (3,199) | (3,204) | |||
Other comprehensive income (loss) | (1,074) | (1,074) | (1,074) | ||||
Net income (loss) | (17,460) | (17,146) | (17,146) | (314) | |||
Ending Balance (in shares) at Jun. 30, 2019 | 189,182,000 | ||||||
Ending Balance at Jun. 30, 2019 | 706,922 | $ 1,892 | 1,702,776 | (1,000,100) | (3,158) | 701,410 | 5,512 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 352,000 | ||||||
Share-based payment of advisor asset management fees | 2,500 | $ 4 | 2,496 | 2,500 | |||
Issuance and amortization of equity-based compensation | 45 | 45 | 45 | ||||
Non-controlling interests - contributions | 112 | 112 | |||||
Non-controlling interests - distributions | (74) | (74) | |||||
Shares redeemed for cash (in shares) | (315,000) | ||||||
Shares redeemed for cash | (2,234) | $ (3) | (2,231) | (2,234) | |||
Other comprehensive income (loss) | 786 | 786 | 786 | ||||
Net income (loss) | $ (14,697) | (14,624) | (14,624) | (73) | |||
Ending Balance (in shares) at Sep. 30, 2019 | 189,219,380 | 189,219,000 | |||||
Ending Balance at Sep. 30, 2019 | $ 693,360 | $ 1,893 | $ 1,703,086 | $ (1,014,724) | $ (2,372) | $ 687,883 | $ 5,477 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (50,826) | $ (74,763) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Equity in (earnings) losses of unconsolidated ventures | 7,666 | (3,907) |
Depreciation and amortization | 54,525 | 81,943 |
Impairment loss | 10,146 | 5,239 |
Amortization of below market debt | 2,253 | 2,190 |
Straight-line rental income, net and amortization of lease inducements | (478) | 628 |
Amortization of premium/accretion of discount on investments | (83) | (75) |
Amortization of deferred financing costs | 1,367 | 1,439 |
Amortization of equity-based compensation | 136 | 129 |
Realized (gain) loss on investments and other | (5,926) | (4,221) |
Allowance for uncollectible accounts | 595 | 2,105 |
Changes in assets and liabilities: | ||
Receivables | (790) | 2,257 |
Other assets | (644) | 1,918 |
Due to related party | 6,170 | 8,945 |
Escrow deposits payable | 1,739 | 1,599 |
Accounts payable and accrued expenses | (5,064) | (5,691) |
Other liabilities | (743) | 265 |
Net cash provided by (used in) operating activities | 20,043 | 20,000 |
Cash flows from investing activities: | ||
Capital expenditures for operating real estate investments | (14,644) | (20,003) |
Sale of operating real estate | 19,618 | 11,784 |
Sale of healthcare-related securities | 0 | 35,771 |
Investment in unconsolidated ventures | (39,801) | (4,470) |
Distributions from unconsolidated ventures | 16,846 | 10,020 |
Other assets | 934 | 1,589 |
Net cash provided by (used in) investing activities | (17,047) | 34,691 |
Cash flows from financing activities: | ||
Borrowings from mortgage notes | 12,800 | 0 |
Repayment of mortgage notes | (45,868) | (20,492) |
Payment of deferred financing costs | (708) | (284) |
Debt extinguishment costs | 0 | (97) |
Shares redeemed for cash | (7,416) | (23,803) |
Payments under finance leases | (424) | |
Payments under finance leases | (453) | |
Distributions paid on common stock | (10,813) | (52,758) |
Proceeds from distribution reinvestment plan | 4,876 | 26,342 |
Contributions from non-controlling interests | 430 | 395 |
Distributions to non-controlling interests | (213) | (531) |
Net cash provided by (used in) financing activities | (47,336) | (71,681) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (44,340) | (16,990) |
Cash, cash equivalents and restricted cash-beginning of period | 94,508 | 80,488 |
Cash, cash equivalents and restricted cash-end of period | 50,168 | 63,498 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrued distribution payable | 0 | 5,197 |
Accrued capital expenditures | 835 | 461 |
Issuance of common stock as payment for asset management fees | 7,500 | 7,500 |
Deconsolidation of securitization trust (VIE asset/liability) | 0 | 512,772 |
Acquisition of operating real estate under capital lease obligations | $ 0 | $ 2,108 |
Business and Organization
Business and Organization | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization NorthStar Healthcare Income, Inc., together with its consolidated subsidiaries (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. 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 Company’s 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 September 30, 2019 and December 31, 2018 . 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 September 30, 2019 , 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 completed its initial public offering (the “Initial Offering”) on February 2, 2015 by raising gross proceeds of $1.1 billion , including 108.6 million shares issued in its initial primary offering (the “Initial Primary Offering”) and 2.0 million shares issued pursuant to its distribution reinvestment plan (the “DRP”). In addition, the Company completed its follow-on offering (the “Follow-On Offering”) on January 19, 2016 by raising gross proceeds of $700.0 million , including 64.9 million shares issued in its follow-on primary offering (the “Follow-on Primary Offering”) and 4.2 million shares issued pursuant to the DRP. The Company refers to its Initial Primary Offering and its Follow-on Primary Offering collectively as the “Primary Offering” and its Initial Offering and Follow-On Offering collectively as the “Offering.” 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, however, as of February 1, 2019, the Company suspended payment of monthly distributions to stockholders. From inception through November 7, 2019 , the Company raised total gross proceeds of $2.0 billion , including $232.6 million in DRP proceeds. The Company is externally managed and has no employees. The Company is sponsored by Colony Capital, Inc. (NYSE: CLNY) (“Colony Capital” or the “Sponsor”), which was formed as a result of the mergers of NorthStar Asset Management Group Inc.(“NSAM”), its prior sponsor, with Colony Capital, Inc. (“Colony”) and NorthStar Realty Finance Corp. (“NorthStar Realty”) in January 2017. Effective June 25, 2018, the Sponsor changed its name from Colony NorthStar, Inc. to Colony Capital, Inc. and its ticker symbol from “CLNS” to “CLNY.” Following the mergers, the Sponsor became an internally-managed equity REIT, with a diversified real estate and investment management platform. Colony Capital 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. The Company’s advisor, CNI NSHC Advisors, LLC (the “Advisor”), is a subsidiary of Colony Capital and manages its day-to-day operations pursuant to an advisory agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting 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, 2018, which was filed with the U.S. Securities and Exchange Commission (“SEC”), on March 22, 2019, as amended by Amendment No. 1 on Form 10-K/A, which was filed with the SEC on September 16, 2019. 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 September 30, 2019 , 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. Consolidated VIEs The most significant consolidated VIEs are the Operating Partnership 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 sheets as of September 30, 2019 is $597.3 million related to such consolidated VIEs. Included in mortgage and other notes payable, net on the Company’s consolidated balance sheet as of September 30, 2019 is $463.6 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”) consisted 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. The Company held Class B certificates in an Investing VIE for which the Company had determined it was the primary beneficiary because it had the power to direct the activities that most significantly impacted the economic performance of the securitization trust. As a result, all of 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 were presented in the consolidated financial statements of the Company as required by U.S. GAAP. The Company’s Class B certificates, which represented the retained interest and related interest income, were eliminated in consolidation. 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. In March 2018, the Company sold the Class B certificates of its consolidated Investing VIE, relinquishing its rights as directing certificate holder. As a result, the Company was no longer deemed the primary beneficiary of the securitization trust and, accordingly, did not present the assets or liabilities of the securitization trust on its consolidated balance sheets as of September 30, 2019 and December 31, 2018 . The Company has presented the income and expenses of the securitization trust on its consolidated statements of operations for the period that the Company owned the Class B certificates and was considered the primary beneficiary in 2018. Unconsolidated VIEs As of September 30, 2019 , the Company identified unconsolidated VIEs related to its real estate equity investments with a carrying value of $282.6 million . The Company’s maximum exposure to loss as of September 30, 2019 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 of these VIEs and, accordingly, they are not consolidated in the Company’s financial statements as of September 30, 2019 . The Company did not provide financial support to its unconsolidated VIEs during the nine months ended September 30, 2019 , except for funding its proportionate share of capital call contributions. As of September 30, 2019 , 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 Company may elect the fair value option. The Company will account for an investment under the equity method of accounting if it has the ability to exercise significant influence over the operating and financial policies of an entity, but does not have a controlling financial interest. 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. 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 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 adopted guidance issued by the Financial Accounting Standards Board (“FASB”) allowing the Company to measure both the financial assets and liabilities of a qualifying collateralized financing entity (“CFE”) it consolidated using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. Cash, Cash Equivalents and Restricted Cash 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 consists of amounts related to loan origination (escrow deposits) and operating real estate (escrows for taxes, insurance, capital expenditures, security deposits received from tenants and payments required under certain lease agreements). The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets to the total of such amounts as reported on the consolidated statements of cash flows (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Cash and cash equivalents $ 29,183 $ 73,811 Restricted cash 20,985 20,697 Total cash, cash equivalents and restricted cash $ 50,168 $ 94,508 Operating Real Estate The Company evaluates whether a real estate acquisition constitutes a business and whether business combination accounting is appropriate. 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, fixtures, and equipment, improvements and other identified intangibles such as in-place leases, goodwill and above or below market mortgages assumed, as applicable. 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. 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 30 to 50 years Building improvements Lesser of the useful life or remaining life of the building Land improvements 9 to 15 years Tenant improvements Lesser of the useful life or remaining term of the lease Furniture, fixtures and equipment 5 to 14 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. 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. 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. Lessee Accounting A leasing arrangement, a right to control the use of an identified asset for a period of time in exchange for consideration, is classified by the lessee either as a finance lease, which represents a financed purchase of the leased asset, or as an operating lease. For leases with terms greater than 12 months, a lease asset and a lease liability are recognized on the balance sheet at commencement date based on the present value of lease payments over the lease term. Lease renewal or termination options are included in the lease asset and lease liability only if it is reasonably certain that the option to extend would be exercised or the option to terminate would not be exercised. As the implicit rate in most leases are not readily determinable, the Company's incremental borrowing rate for each lease at commencement date is used to determine the present value of lease payments. Consideration is given to the Company’s recent debt financing transactions, as well as publicly available data for instruments with similar characteristics, adjusted for the respective lease term, when estimating incremental borrowing rates. Lease expense is recognized over the lease term based on an effective interest method for finance leases and on a straight-line basis for operating leases. Finance Leases The Company has entered into finance leases for equipment totaling $3.2 million , which is included in furniture, fixtures, and equipment within operating real estate, net on the Company’s consolidated balance sheets. The leased equipment is amortized on a straight-line basis. For the nine months ended September 30, 2019 and 2018 , payments for finance leases totaled $0.5 million , respectively. The following table presents the future minimum lease payments under finance leases and the present value of the minimum lease payments as of September 30, 2019 , which is included in other liabilities on the Company’s consolidated balance sheets (dollars in thousands): October 1 to December 31, 2019 $ 163 Years Ending December 31: 2020 636 2021 597 2022 505 2023 83 Thereafter — Total minimum lease payments $ 1,984 Less: Amount representing interest $ (175 ) Present value of minimum lease payments $ 1,809 The weighted average interest rate related to the finance lease obligations is 5.8% with a weighted average lease term of 3.2 years. As of September 30, 2019 , there were no leases that had yet to commence which would create significant rights and obligations to the Company as lessee. Assets Held For Sale The Company classifies certain long-lived assets as held for sale once the criteria, as defined by U.S. GAAP, have been met and are expected to sell within one year. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell, with any write-down recorded to impairment loss on the consolidated statements of operations. Depreciation and amortization is not recorded for assets classified as held for sale. As of September 30, 2019 and December 31, 2018 , the Company had one operating real estate property in the Peregrine portfolio classified as held for sale, as presented on its consolidated balance sheets. In May 2019, the Company completed the sale of two properties within the Peregrine portfolio for a sale price totaling $19.7 million . The properties had been reclassified as held for sale during the three months ended March 31, 2019 . 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 record an allowance for loan losses, which is generally measured as the difference between the carrying value of the loan and either the present value of cash flows expected to be collected, discounted at the original effective interest rate of the loan, or an observable market price for the loan. 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. 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, above/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, net as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Deferred costs and intangible assets, net: In-place lease value, net $ 6,888 $ 14,559 Goodwill 21,387 21,387 Other intangible assets 380 380 Subtotal intangible assets 28,655 36,326 Deferred costs, net 167 670 Total $ 28,822 $ 36,996 The following table presents future amortization of in-place lease value and deferred costs (dollars in thousands): October 1 to December 31, 2019 $ 468 Years Ending December 31: 2020 1,871 2021 1,871 2022 591 2023 336 Thereafter 1,918 Total $ 7,055 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. Effective January 1, 2018, the Advisor no longer receives an acquisition fee in connection with the Company’s acquisitions of real estate properties or debt investments. For the nine months ended September 30, 2019 , the Company did not incur any acquisition fees or expenses to the Advisor or third parties. 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 September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Other assets: Healthcare facility regulatory reserve deposit $ 6,000 $ 6,000 Remainder interest in condominium units (1) 2,579 3,025 Prepaid expenses 3,829 3,536 Lease / rent inducements, net 1,719 1,254 Utility deposits 316 325 Other 316 320 Total $ 14,759 $ 14,460 _______________________________________ (1) Represents future interests in property subject to life estates (“Remainder Interest”). Revenue Recognition Operating Real Estate Rental income from operating real estate is derived from leasing of space to various types of tenants and healthcare operators, including rent received from the Company’s net lease properties as well as rent, ancillary service fees and other related revenue earned from ILF residents. 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. ILF resident agreements are generally short-term in nature and may allow for termination with 30 days notice. 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. The Company also generates operating income from operating healthcare properties. Revenue related to operating healthcare properties includes resident room and care charges, ancillary fees and other resident service charges. Rent is charged and revenue is recognized when such services are provided, generally defined per the resident agreement as of the date upon which a resident occupies a room or uses the services. Resident agreements are generally short-term in nature and may allow for termination with 30 days notice. Income derived from our ALF, MCF and CCRCs is recorded in resident fee income 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 Generally, the carrying value of the Company’s investments represent depreciated historical cost bases or, for investments that have been previously impaired, fair value or net realizable value. Such amounts are based upon the Company’s reasonable assumptions about the highest and best use of the investments and the intent and ability to hold the investments for a reasonable period that would allow for the recovery of the investments’ carrying values. If such assumptions change, including shortening the expected hold period, impairment losses on investments may be required to adjust carrying values to fair value or fair value less costs to sell. 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 loss in the consolidated statements of operations. The Company recorded impairment losses totaling $10.1 million on its operating real estate and held for sale investments during the nine months ended September 30, 2019 . The impairment recognized in 2019 to date includes $10.0 million for an operating property within the Rochester portfolio with continuing poor performance and sustained declines in occupancy, as well as $0.1 million to reflect an updated estimated fair value for a net lease property previously designated held for sale. Refer to “ — Note 3, Operating Real Estate” for additional information regarding impairment of operating real estate. Lease income from tenants/operators/residents is recognized at lease commencement only to the extent collection is expected to be probable in consideration of tenants’/operators’/residents’ creditworthiness. If collection is assessed to not be probable thereafter, lease income recognized is limited to lease payments collected, with the reversal of any income recognized to date in excess of amounts received. If collection is subsequently reassessed to be probable, lease income is adjusted to reflect the amount of income that would have been recognized had collection always been assessed as probable. Real Esta |
Operating Real Estate
Operating Real Estate | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Operating Real Estate | Operating Real Estate The following table presents operating real estate, net as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Land $ 236,036 $ 236,736 Land improvements 22,939 22,453 Buildings and improvements 1,561,978 1,580,058 Tenant improvements 14,642 11,774 Construction in progress 6,852 5,605 Furniture, fixtures and equipment 97,182 93,371 Subtotal $ 1,939,629 $ 1,949,997 Less: Accumulated depreciation (215,610 ) (171,083 ) Operating real estate, net $ 1,724,019 $ 1,778,914 Within the table above, buildings and improvements have been reduced by impairment totaling $41.0 million and $31.0 million as of September 30, 2019 and December 31, 2018 , respectively. Impairment loss, as presented on the consolidated statements of operations, totaled $10.1 million and $5.2 million for the nine months ended September 30, 2019 and 2018 , respectively. Future Minimum Rental Income Minimum rental amounts due under leases are generally either subject to scheduled fixed increases or adjustments. The following table presents approximate future minimum rental income under noncancelable operating leases to be received over the next five years and thereafter as of September 30, 2019 (dollars in thousands): October1 to December 31, 2019 (1) $ 8,360 Years Ending December 31: (1) 2020 34,282 2021 35,139 2022 14,910 2023 10,919 Thereafter 68,268 Total $ 171,878 _______________________________________ (1) Excludes rental income from residents at ILFs that are subject to short-term leases. As of December 31, 2018 , approximate future minimum rental income under noncancelable operating leases to be received over the next five years and thereafter was as follows (dollars in thousands): Years Ending December 31: (1) 2019 $ 33,405 2020 34,240 2021 35,096 2022 14,635 2023 10,919 Thereafter 68,268 Total $ 196,563 _______________________________________ (1) Excludes rental income from residents at ILFs that are subject to short-term leases. Net lease rental properties owned as of September 30, 2019 are leased under noncancelable operating leases with current expirations ranging from 2021 to 2029, with certain tenant renewal rights. These net lease arrangements require the tenant to pay rent and substantially all the expenses of the leased property including maintenance, taxes, utilities and insurance. For certain properties, the tenants pay the Company, in addition to the contractual base rent, their pro rata share of real estate taxes and operating expenses. The Company’s net lease agreements provide for periodic rental increases based on the greater of certain percentages or increase in the consumer price index. Dispositions In May 2019, the Company completed the sale of two properties within the Peregrine portfolio for $19.7 million . The sale generated net proceeds of $3.3 million after the repayment of the outstanding mortgage principal balance of $16.4 million and transaction costs. |
Investments in Unconsolidated V
Investments in Unconsolidated Ventures | 9 Months Ended |
Sep. 30, 2019 | |
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 following tables present the Company’s investments in unconsolidated ventures as of September 30, 2019 and December 31, 2018 and activity for the three and nine months ended September 30, 2019 and 2018 (dollars in thousands): Properties as of September, 2019 (1) Portfolio Partner Acquisition Date Ownership Purchase Price (2) Equity Investment (3) Senior Housing Facilities MOB SNF Hospitals Total Eclipse (4) Colony Capital/Formation Capital, LLC May-2014 5.6 % $ 1,048,000 $ 23,400 44 — 23 — 67 Griffin-American Colony Capital Dec-2014 14.3 % 3,238,547 243,544 92 108 41 9 250 Espresso Formation Capital, LLC/Safanad Management Limited Jul-2015 36.7 % 870,000 55,146 6 — 149 — 155 Trilogy (5) Griffin-American Healthcare REIT III & IV /Management Team of Trilogy Investors, LLC Dec-2015 23.2 % 1,162,613 189,032 9 — 68 — 77 Subtotal $ 6,319,160 $ 511,122 151 108 281 9 549 Operator Platform (6) Jul-2017 20.0 % 2 2 — — — — — Total $ 6,319,162 $ 511,124 151 108 281 9 549 _______________________________________ (1) Excludes properties classified as held for sale. (2) Purchase price represents 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. (3) Represents initial and subsequent contributions to the underlying joint venture through September 30, 2019 . During the nine months ended September 30, 2019 , the Company funded an additional capital contribution of $2.4 million into the Trilogy joint venture and $37.4 million into the Griffin-American joint venture. The additional funding for Trilogy related to certain business initiatives, including the development of additional senior housing and SNFs. The additional funding for Griffin-American was provided in connection with the joint venture refinancing existing mortgage debt. (4) In September 2019, the Eclipse joint venture completed the sale of nine properties within the portfolio. The Company’s proportionate share of the net proceeds generated from the sale totaled approximately $2.1 million . (5) In October 2018, the Company sold 20.0% of its ownership interest in the Trilogy joint venture, which reduced its ownership interest in the joint venture from approximately 29% to 23% . (6) Represents the Company’s investment in Solstice Senior Living, LLC (“Solstice”), the manager of the Winterfell portfolio. Solstice is a joint venture between affiliates of Integral Senior Living, LLC (“ISL”), a leading management company of ILF, ALF and MCF founded in 2000, which owns 80.0% , and the Company, which owns 20.0% . Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Carrying Value Portfolio Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions September 30, 2019 (Unaudited) (2) December 31, 2018 (2) Eclipse (3) $ 1,090 $ 750 $ 2,286 $ (69 ) $ (462 ) $ 176 $ 9,950 $ 11,765 Envoy (4) — — — 339 64 283 474 4,717 Griffin - American (3,626 ) (6,234 ) 1,030 (1,805 ) (4,688 ) 1,771 138,060 113,982 Espresso (5) (667 ) (2,274 ) — 17,886 15,982 — — — Trilogy (6) 156 (3,776 ) 1,451 239 (3,659 ) 1,450 133,997 133,764 Subtotal $ (3,047 ) $ (11,534 ) $ 4,767 $ 16,590 $ 7,237 $ 3,680 $ 282,481 $ 264,228 Operator Platform (7) 10 — — 41 — 15 72 91 Total $ (3,037 ) $ (11,534 ) $ 4,767 $ 16,631 $ 7,237 $ 3,695 $ 282,553 $ 264,319 _______________________________________ (1) Represents the net amount of the Company’s proportionate share of select revenues and expenses, including: straight-line rental income (expense), (above)/below market lease and in-place lease amortization, (above)/below market debt and deferred financing costs amortization, depreciation and amortization expense, acquisition fees and transaction costs, loan loss reserves, liability extinguishment gains, debt extinguishment losses, impairment, as well as unrealized and realized gain (loss) from sales of real estate and investments. (2) Includes $1.3 million , $13.4 million , $7.6 million , and $9.8 million of capitalized acquisition costs for the Company’s investments in the Eclipse, Griffin-American, Espresso and Trilogy joint ventures, respectively. (3) Equity in earnings for three months ended September 30, 2019 includes a gain on the sale of nine properties within the portfolio. The Company’s proportionate share of the net proceeds generated from the sale totaled approximately $2.1 million . (4) In March 2019, the Envoy joint venture completed the sale of its remaining 11 properties for a sales price of $118.0 million . (5) As a result of impairments and other non-cash reserves recorded by the joint venture, the Company’s carrying value of its Espresso unconsolidated investment was reduced to zero in the fourth quarter of 2018. The Company has recorded the excess equity in losses related to its unconsolidated venture as a reduction to the carrying value of its mezzanine loan, which was originated to a subsidiary of the Espresso joint venture. (6) In October 2018, the Company sold 20.0% of its ownership interest in the Trilogy joint venture, which generated gross proceeds of $48.0 million and reduced the Company’s ownership interest in the joint venture from approximately 29% to 23% . (7) Represents the Company’s investment in Solstice. Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Portfolio Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions Eclipse $ 758 $ (402 ) $ 2,573 $ 11 $ (1,304 ) $ 621 Envoy 96 (822 ) 4,339 (29 ) (300 ) 283 Griffin - American (7,654 ) (16,046 ) 5,581 (3,692 ) (13,500 ) 4,193 Espresso (3,034 ) (6,324 ) — 6,331 2,296 — Trilogy 2,188 (10,433 ) 4,353 1,137 (11,244 ) 4,816 Subtotal $ (7,646 ) $ (34,027 ) $ 16,846 $ 3,758 $ (24,052 ) $ 9,913 Operator Platform (2) (20 ) — — 149 — 107 Total $ (7,666 ) $ (34,027 ) $ 16,846 $ 3,907 $ (24,052 ) $ 10,020 _______________________________________ (1) Represents the net amount of the Company’s proportionate share of select revenues and expenses, including: straight-line rental income (expense), (above)/below market lease and in-place lease amortization, (above)/below market debt and deferred financing costs amortization, depreciation and amortization expense, acquisition fees and transaction costs, loan loss reserves, liability extinguishment gains, debt extinguishment losses, impairment, as well as unrealized and realized gain (loss) from sales of real estate and investments. (2) Represents the Company’s investment in Solstice. |
Real Estate Debt Investments
Real Estate Debt Investments | 9 Months Ended |
Sep. 30, 2019 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | |
Real Estate Debt Investments | Real Estate Debt Investments The following table presents the Company’s one debt investment as of September 30, 2019 and December 31, 2018 (dollars in thousands): Carrying Value (2) Asset Type: Principal Amount September 30, 2019 (Unaudited) December 31, 2018 Fixed Rate Unlevered Current Yield Mezzanine loan (1) $ 75,000 $ 55,649 $ 58,600 10.0 % 10.3 % _______________________________________ (1) Loan has a final maturity date of January 30, 2021 . (2) As a result of impairments and other non-cash reserves recorded by the joint venture, the Company’s carrying value of its Espresso unconsolidated investment was reduced to zero in the fourth quarter of 2018. The Company has recorded the excess equity in losses related to its unconsolidated investment as a reduction to the carrying value of its mezzanine loan, which was originated to a subsidiary of the Espresso joint venture. As of September 30, 2019 and December 31, 2018 , the cumulative excess equity in losses included in the mezzanine loan carrying value were $19.2 million and $16.2 million , respectively. Credit Quality Monitoring 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 September 30, 2019 , the Company’s debt investment was not performing in accordance with the contractual terms of its governing documents. The Company’s debt investment is a mezzanine loan to the Espresso joint venture that has several sub-portfolios, one of which has a tenant lease in default. The underlying tenant default has resulted in a default under the senior loan with respect to the applicable sub-portfolio, which in turn resulted in a default under the mezzanine loan. The Company is actively monitoring the actions of the senior lender and assessing the Company’s rights and remedies. The Company continues to assess the collectability of principal and interest. As of September 30, 2019 , contractual debt service has been paid in accordance with contractual terms and the Company expects to receive full payment of contractual principal and interest. Accordingly, the debt investment was categorized as a performing loan. For the nine months ended September 30, 2019 , the debt investment contributed 100.0% of the Company’s interest income on debt investments as presented on the consolidated statements of operations. |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The following table presents the Company’s borrowings as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 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% $ — $ — $ 16,545 $ 16,277 Watermark Aqua Portfolio Denver, CO Non-recourse Feb-21 LIBOR + 2.92% 20,635 20,576 20,866 20,774 Frisco, TX Non-recourse Mar-21 LIBOR + 3.04% 19,250 19,197 19,460 19,377 Milford, OH Non-recourse Sep-26 LIBOR + 2.68% 18,760 18,339 18,760 18,288 Rochester Portfolio Rochester, NY Non-recourse Feb-25 4.25% 20,385 20,282 20,849 20,734 Rochester, NY (4) Non-recourse Aug-27 LIBOR + 2.34% 101,224 100,239 101,224 100,162 Rochester, NY (5) Non-recourse Aug-21 LIBOR + 2.90% 12,800 12,147 — — Arbors Portfolio (6) Various locations Non-recourse Feb-25 3.99% 89,465 88,403 90,751 89,508 Watermark Fountains Portfolio (7) Various locations Non-recourse Jun-22 3.92% 394,059 392,101 399,023 396,421 Various locations Non-recourse Jun-22 5.56% 74,455 73,945 75,401 74,776 Winterfell Portfolio (8) Various locations Non-recourse Jun-25 4.17% 634,818 616,448 642,954 622,329 Avamere Portfolio (9) Various locations Non-recourse Feb-27 4.66% 71,733 71,172 72,466 71,848 Subtotal mortgage notes payable, net $ 1,457,584 $ 1,432,849 $ 1,478,299 $ 1,450,494 Other notes payable Oak Cottage Santa Barbara, CA Non-recourse Feb-22 6.00% 3,693 3,693 3,500 3,500 Rochester Portfolio Rochester, NY (5) Non-recourse Aug-19 6.00% — — 12,355 12,355 Subtotal other notes payable, net $ 3,693 $ 3,693 $ 15,855 $ 15,855 Total mortgage and other notes payable, net $ 1,461,277 $ 1,436,542 $ 1,494,154 $ 1,466,349 _______________________________________ (1) Floating rate borrowings are comprised of $172.7 million principal amount at one -month London Interbank Offered Rate (“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) Mortgage note arrangement was secured and collateralized by three healthcare real estate properties and was repaid in May 2019. (4) Comprised of seven individual mortgage notes payable secured by seven healthcare real estate properties, cross-collateralized and subject to cross-default. (5) In July 2019, an existing $12.4 million seller note payable secured by one healthcare real estate property was refinanced with a $12.8 million mortgage note payable. (6) Comprised of four individual mortgage notes payable secured by four healthcare real estate properties, cross-collateralized and subject to cross-default. (7) Includes $394.1 million principal amount of fixed rate borrowings, secured by 14 healthcare real estate properties, cross-collateralized and subject to cross-default as well as a supplemental financing totaling $74.5 million of principal, secured by seven healthcare real estate properties, cross-collateralized and subject to cross-default. (8) Comprised of 32 individual mortgage notes payable secured by 32 healthcare real estate properties, cross-collateralized and subject to cross-default. (9) Comprised of five individual mortgage notes payable secured by five healthcare real estate properties, cross-collateralized and subject to cross-default. The following table presents scheduled principal payments on borrowings based on final maturity as of September 30, 2019 (dollars in thousands): October 1 to December 31, 2019 $ 5,765 Years Ending December 31: 2020 23,760 2021 76,253 2022 466,622 2023 18,820 Thereafter 870,057 Total $ 1,461,277 As of September 30, 2019 , the operating performance of a property within the Company’s Rochester portfolio did not maintain certain minimum financial coverage ratios required under the contractual terms of its mortgage note, which resulted in a default. The Company is currently in discussions with the lender to cure or otherwise waive the default. Colony Capital Line of Credit In October 2017, the Company obtained a revolving line of credit from an affiliate of Colony Capital, the Sponsor, for up to $15.0 million at an interest rate of 3.5% plus LIBOR (the “Sponsor Line”). The Sponsor Line had an initial one year term, with an extension option of six months. In November 2017, the borrowing capacity under the Sponsor Line was increased to $35.0 million . During 2017, the Company had drawn and fully repaid $25.0 million under the Sponsor Line. In March 2018, the Sponsor Line maturity was extended through December 2020 and in May 2019, the maturity date was further extended through December 2021. The Company did not utilize the Sponsor Line during the nine months ended September 30, 2019 . Corporate Credit Facility In December 2017, the Company executed a corporate credit facility with Key Bank (the “Corporate Facility”), for up to $25.0 million . The Corporate Facility had a three year term at interest rates ranging between 2.5% and 3.5% plus LIBOR and was not utilized. In April 2019, the Company terminated the Corporate Facility. |
Related Party Arrangements
Related Party Arrangements | 9 Months Ended |
Sep. 30, 2019 | |
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. Pursuant to the advisory agreement, the Advisor may defer or waive fees in its discretion. Below is a description and table of the fees and reimbursements incurred to the Advisor. In December 2017, the advisory agreement was amended with changes to the asset management and acquisition fee structure as further described below. In June 2019, the advisory agreement was renewed for an additional one -year term commencing on June 30, 2019, with terms identical to those in effect through June 30, 2019. Fees to Advisor Asset Management Fee From inception through December 31, 2017, the Advisor received 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). Effective January 1, 2018, the Advisor receives a monthly asset management fee equal to one-twelfth of 1.5% of the Company’s most recently published aggregate estimated net asset value, as may be subsequently adjusted for any special distribution declared by the board of directors in connection with a sale, transfer or other disposition of a substantial portion of the Company’s assets, with $2.5 million per calendar quarter of such fee paid in shares of the Company’s common stock at a price per share equal to the most recently published net asset value per share. The Advisor has also agreed that all shares of the Company’s common stock issued to it in consideration of the asset management fee will be subordinate in the share repurchase program to shares of the Company’s common stock held by third party stockholders for a period of two years, unless the advisory agreement is earlier terminated. 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 From inception through December 31, 2017, the Advisor received 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). Effective January 1, 2018, the Advisor no longer receives an acquisition fee in connection with the Company’s acquisitions of real estate properties or debt investments. 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. Summary of Fees and Reimbursements The following table presents the fees and reimbursements incurred and paid to the Advisor for the nine months ended September 30, 2019 and the amount due to related party as of September 30, 2019 and December 31, 2018 (dollars in thousands): Type of Fee or Reimbursement Due to Related Party as of December 31, 2018 Nine Months Ended September 30, 2019 Due to Related Party as of September 30, 2019 (Unaudited) Financial Statement Location Incurred Paid Fees to Advisor Entities (1) Asset management (2) Asset management and other fees-related party $ 1,665 $ 14,983 $ (14,983 ) (2) $ 1,665 Reimbursements to Advisor Entities Operating costs (3) General and administrative expenses 4,010 7,589 (8,918 ) 2,681 Total $ 5,675 $ 22,572 $ (23,901 ) $ 4,346 _______________________________________ (1) The Company did no t incur any disposition fees during the nine months ended September 30, 2019 , nor were any such fees outstanding as of September 30, 2019 . (2) Includes $7.5 million paid in shares of the Company’s common stock. (3) As of September 30, 2019 , the Advisor did no t have any unreimbursed operating costs which remained eligible to be allocated to the Company. Issuance of Common Stock to the Advisor Pursuant to the advisory agreement, for the nine months ended September 30, 2019 , the Company issued 1.1 million shares totaling $7.5 million , based on the share price on the date of each issuance, to an affiliate of the Advisor as part of its asset management fee. Investments in Joint Ventures Solstice, the manager of the Winterfell portfolio, is a joint venture between affiliates of ISL, a leading management company of ILF, ALF and MCF founded in 2000, which owns 80.0% , and the Company, which owns 20.0% . For the nine months ended September 30, 2019 , the Company recognized property management fee expense of $3.9 million paid to Solstice related to the Winterfell portfolio. The below table indicates the Company’s investments for which Colony Capital 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: Portfolio Partner(s) Acquisition Date Ownership Eclipse Colony Capital/Formation Capital, LLC May-2014 5.6% Griffin-American Colony Capital Dec-2014 14.3% In connection with the acquisition of the Griffin-American portfolio by NorthStar Realty, now a subsidiary of Colony Capital, 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 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 December 2015, the Company, through a joint venture with Griffin-American Healthcare REIT III, Inc., 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 October 2018, the Company sold 20.0% of its ownership interest in the Trilogy joint venture, which generated gross proceeds of $48.0 million and reduced its ownership interest in the joint venture from approximately 29% to 23% . The Company sold the ownership interest to a wholly-owned subsidiary of the operating partnership of Griffin-American Healthcare REIT IV, Inc., a REIT sponsored by AHI. 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. Refer to Note 5, “Real Estate Debt Investments” for further discussion. Colony Capital Line of Credit In October 2017, the Company obtained the Sponsor Line, which provides up to $35.0 million at an interest rate of 3.5% plus LIBOR. Refer to Note 6, “Borrowings” for further discussion. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [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 September 30, 2019 , the Company’s independent directors were granted a total of 121,977 shares of restricted common stock for an aggregate $1.1 million , based on the share price on the date of each grant. The restricted stock granted prior to 2015 generally vested 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 $45,000 for the three months ended September 30, 2019 and 2018 , respectively and $135,500 and $129,490 for the nine months ended September 30, 2019 and 2018 , respectively. Equity-based compensation expense is related to the issuance of restricted stock to the independent directors and is recorded in general and administrative expenses in the consolidated statements of operations. Unrecognized equity-based compensation for unvested shares totaled $0.2 million as of September 30, 2019 and December 31, 2018 , respectively. Unvested shares totaled 30,124 and 20,827 as of September 30, 2019 and December 31, 2018 , respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
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. 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. The purchase price under the Company’s Initial DRP was $9.50 . In connection with its determination of the offering price for shares of the Company’s common stock in the Follow-On Offering, the board of directors determined that distributions may be reinvested in shares of the Company’s common stock at a price of $9.69 per share, which was approximately 95% of the offering price of $10.20 per share established for purposes of the Follow-On Offering. In April 2016, the board of directors determined that distributions may be reinvested in shares of the Company’s common stock at a price equal to the most recent estimated value per share of the shares of common stock. The following table presents the price at which dividends were invested based on when the price became effective: Effective Date Estimated Value per Share Valuation Date April 2016 $ 8.63 12/31/2015 December 2016 9.10 6/30/2016 December 2017 8.50 6/30/2017 December 2018 7.10 6/30/2018 No selling commissions or dealer manager fees were 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 nine months ended September 30, 2019 , the Company issued 0.7 million shares of common stock totaling $4.9 million of gross offering proceeds pursuant to the DRP. For the year ended December 31, 2018 , the Company issued 4.0 million shares of common stock totaling $33.7 million of gross offering proceeds pursuant to the DRP. From inception through September 30, 2019 , the Company issued 25.7 million shares of common stock, generating gross offering proceeds of $232.6 million pursuant to the DRP. Distributions From inception through December 31, 2017, distributions to stockholders were declared quarterly by the board of directors of the Company and paid monthly based on a daily amount of $0.00184932 per share, equivalent to an annualized distribution amount of $0.675 per share of the Company’s common stock. During the year ended December 31, 2018 , the Company’s board of directors approved daily cash distributions of $0.000924658 per share of common stock, equivalent to an annualized distribution amount of $0.3375 per share. The Company’s board of directors approved daily cash distributions of $0.000924658 per share of common stock for the month ending January 31, 2019. Effective February 1, 2019, the Company’s board of directors determined to suspend distributions in order to preserve capital and liquidity. Distributions were generally paid to stockholders on the first business day of the month following the month for which the distribution was accrued. In order to continue to qualify as a REIT, the Company must distribute annually dividends equal to at least 90% of its REIT taxable income (with certain adjustments). For the nine months ended September 30, 2019 , the Company generated net operating losses for tax purposes. If the Company does not have positive REIT taxable income for its taxable year ending December 31, 2019, it will not be required to make distributions to its stockholders in 2019 to qualify as a REIT. The Company’s most recently filed tax return is for the year ended December 31, 2018 and includes a net operating loss carry-forward of $73.5 million . 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 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. In December 2017, the Company’s board of directors approved the following amendments to the Share Repurchase Program: • Limit the amount of shares that may be repurchased pursuant to the Share Repurchase Program (including repurchases in the case of death or qualifying disability) as follows: (a) for repurchase requests made during the calendar quarter ending December 31, 2017, $ 8.0 million in aggregate repurchases and (b) for repurchase requests made in 2018 and thereafter, the lesser of (1) 5% of the weighted average number of shares of the Company’s common stock outstanding during the prior calendar year, less shares repurchased during the current calendar year, or (2) the net proceeds received by the Company during the calendar quarter in which such repurchase requests were made from the sale of shares pursuant to the Company’s DRP; • The price paid for shares was: (a) for shares repurchased in connection with a death or disability, the lesser of the price paid for the shares or the most recently published estimated value per share and (b) for all other shares, 90.0% of the Company’s most recently published estimated value per share; and • In the event all repurchase requests in a given quarter could not be satisfied, the Company first repurchased shares submitted in connection with a stockholder’s qualifying death or disability and thereafter repurchased shares pro rata, and the Company sought to honor any unredeemed shares in a future quarter (unless the stockholder withdrew its request). In October 2018, the Company’s board of directors approved an amended and restated Share Repurchase Program, under which the Company will only repurchase shares in connection with the death or qualifying disability of a stockholder at a price equal to the lesser of the price paid for the shares, as adjusted for any stock dividends, combinations, splits, recapitalizations or any similar transactions, or the most recently published estimated value per share. The amended and restated Share Repurchase Program became effective October 29, 2018. For the nine months ended September 30, 2019 , the Company repurchased 1.0 million shares of common stock for $7.4 million at an average price of $7.10 per share. For the year ended December 31, 2018 , the Company repurchased 3.3 million shares of common stock for $25.9 million at an average price of $7.91 per share pursuant to the Share Repurchase Program. The Company has funded repurchase requests received during a quarter with cash on hand, borrowings or other available capital. Repurchases pursuant to the Share Repurchase Program did not exceed proceeds received from its DRP in 2018. Prior to the most recent amendments to the Share Repurchase Program, the Company had a total of 12.0 million shares, or $85.0 million , based on its most recently published estimated value per share of $7.10 , in unfulfilled repurchase requests. Refer to Note 14, “Subsequent Events” for additional information regarding the Share Repurchase Program. |
Non-controlling Interests
Non-controlling Interests | 9 Months Ended |
Sep. 30, 2019 | |
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 nine months ended September 30, 2019 and 2018 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 loss attributable to the other non-controlling interests was $0.1 million and $0.4 million for the three and nine months ended September 30, 2019 , respectively. Net loss attributable to the other non-controlling interests was $0.1 million and $0.4 million for the three and nine months ended September 30, 2018 , respectively. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair Value Measurement The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three -level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices for identical assets or liabilities in an active market. Level 2. Financial assets and liabilities whose values are based on the following: a) Quoted prices for similar assets or liabilities in active markets. b) Quoted prices for identical or similar assets or liabilities in non-active markets. c) Pricing models whose inputs are observable for substantially the full term of the asset or liability. d) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. Fair Value of Financial Instruments U.S. GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value. The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Principal Amount Carrying Value Fair Value Principal Amount Carrying Value Fair Value Financial assets: (1) Real estate debt investments, net $ 75,000 $ 55,649 $ 75,000 $ 75,000 $ 58,600 $ 75,000 Financial liabilities: (1) Mortgage and other notes payable, net $ 1,461,277 $ 1,436,542 $ 1,444,387 $ 1,494,154 $ 1,466,349 $ 1,464,533 _______________________________________ (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 commercial real estate (“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 | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company conducts its business through the following five segments, which are based on how management reviews and manages its business. • Direct Investments - Net Lease - Healthcare properties operated under net leases with a tenant operator. • Direct Investments - Operating - Healthcare properties operated pursuant to management agreements with healthcare operators. • Unconsolidated Investments - Healthcare joint ventures, including properties operated under net leases or pursuant to management agreements with healthcare operators, in which we own a minority interest. • Debt and Securities Investments - Mortgage loans or mezzanine loans to owners of healthcare real estate and commercial mortgage backed 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 its direct investments and net interest income on real estate debt and securities investments. The following table presents the operators and tenants of the Company’s properties, excluding properties owned through unconsolidated joint ventures as of September 30, 2019 (dollars in thousands): Nine Months Ended September 30, 2019 Operator / Tenant Properties Under Management Units Under Management (1) Property and Other Revenues % of Total Property and Other Revenues Watermark Retirement Communities 30 5,265 $ 114,092 51.8 % Solstice Senior Living (2) 32 4,000 79,652 36.2 % Avamere Health Services 5 453 12,587 5.7 % Arcadia Management 4 572 7,961 3.6 % Integral Senior Living (2) 3 162 4,704 2.1 % Peregrine Senior Living (3) — — 598 0.3 % Senior Lifestyle Corporation (4) 1 63 — — % Other (5) — — 677 0.3 % Total 75 10,515 $ 220,271 100.0 % ______________________________________ (1) Represents rooms for ALF and ILF and beds for MCF and SNF, based on predominant type. (2) Solstice is a joint venture of which affiliates of ISL own 80% . (3) In May 2019, the Company sold the two properties leased to Peregrine Senior Living. (4) Tenant has failed to remit rental payments during the nine months ended September 30, 2019 . Properties and unit counts exclude one property held for sale. (5) Consists primarily of interest income earned on corporate-level cash accounts. The following tables present segment reporting for the three months ended September 30, 2019 and 2018 (dollars in thousands): Direct Investments Three Months Ended September 30, 2019 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Rental and resident fee income $ 8,204 $ 64,489 $ — $ — $ — $ 72,693 Net interest income on debt and securities — — — 1,946 — 1,946 Other revenue — 7 — 10 68 85 Property operating expenses (5 ) (45,354 ) — — — (45,359 ) Interest expense (3,025 ) (14,193 ) — — — (17,218 ) Transaction costs — (29 ) — — — (29 ) Asset management and other fees - related party — — — — (4,994 ) (4,994 ) General and administrative expenses (47 ) 19 — (10 ) (2,769 ) (2,807 ) Depreciation and amortization (3,595 ) (12,569 ) — — — (16,164 ) Impairment loss — — — — — — Realized gain (loss) on investments and other — 204 — — — 204 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 1,532 (7,426 ) — 1,946 (7,695 ) (11,643 ) Equity in earnings (losses) of unconsolidated ventures — — (3,037 ) — — (3,037 ) Income tax benefit (expense) — (17 ) — — — (17 ) Net income (loss) $ 1,532 $ (7,443 ) $ (3,037 ) $ 1,946 $ (7,695 ) $ (14,697 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. Direct Investments Three Months Ended September 30, 2018 (1) Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (2) Total Rental and resident fee income $ 8,788 $ 63,667 $ — $ — $ — $ 72,455 Net interest income on debt and securities — — — 1,943 — 1,943 Other revenue — 846 — — 169 1,015 Property operating expenses (255 ) (47,100 ) — — — (47,355 ) Interest expense (3,270 ) (14,325 ) — — (82 ) (17,677 ) Transaction costs — — — — — — Asset management and other fees - related party — — — — (5,951 ) (5,951 ) General and administrative expenses (14 ) (218 ) — (10 ) (2,576 ) (2,818 ) Depreciation and amortization (3,468 ) (22,161 ) — — — (25,629 ) Impairment loss — — — — — — Realized gain (loss) on investments and other — 726 — — — 726 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 1,781 (18,565 ) — 1,933 (8,440 ) (23,291 ) Equity in earnings (losses) of unconsolidated ventures — — 16,631 — — 16,631 Income tax benefit (expense) — (10 ) — — — (10 ) Net income (loss) $ 1,781 $ (18,575 ) $ 16,631 $ 1,933 $ (8,440 ) $ (6,670 ) _______________________________________ (1) For the three months ended September 30, 2018 , the Company did not own any healthcare-related securities as a result of having sold the Class B certificates of its consolidated Investing VIE in March 2018. Subsequent to the sale, the Company was not required to consolidate the related interest income and interest expense of the Investing VIE on the consolidated statements of operations. (2) Includes unallocated asset management fee-related party and general and administrative expenses. The following tables present segment reporting for the nine months ended September 30, 2019 and 2018 (dollars in thousands): Direct Investments Nine Months Ended September 30, 2019 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Rental and resident fee income $ 25,202 $ 193,624 $ — $ — $ — $ 218,826 Net interest income on debt and securities — — — 5,771 — 5,771 Other revenue 1 767 — 29 648 1,445 Property operating expenses (5 ) (135,208 ) — — — (135,213 ) Interest expense (9,424 ) (42,382 ) — — (102 ) (51,908 ) Transaction costs — (105 ) — — — (105 ) Asset management and other fees - related party — — — — (14,983 ) (14,983 ) General and administrative expenses (159 ) (17 ) — (28 ) (8,006 ) (8,210 ) Depreciation and amortization (10,657 ) (43,868 ) — — — (54,525 ) Impairment loss (146 ) (10,000 ) — — — (10,146 ) Realized gain (loss) on investments and other 5,871 431 — — (376 ) 5,926 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 10,683 (36,758 ) — 5,772 (22,819 ) (43,122 ) Equity in earnings (losses) of unconsolidated ventures — — (7,666 ) — — (7,666 ) Income tax benefit (expense) — (38 ) — — — (38 ) Net income (loss) $ 10,683 $ (36,796 ) $ (7,666 ) $ 5,772 $ (22,819 ) $ (50,826 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. Direct Investments Nine Months Ended September 30, 2018 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Subtotal Investing VIE (2) Total Rental and resident fee income $ 25,484 $ 192,374 $ — $ — $ — $ 217,858 $ — $ 217,858 Net interest income on debt and securities — — — 6,591 (3) (314 ) (3) 6,277 811 7,088 Other revenue — 2,228 — — 464 2,692 — 2,692 Property operating expenses (1,089 ) (140,421 ) — — — (141,510 ) — (141,510 ) Interest expense (9,978 ) (42,237 ) — — (193 ) (52,408 ) — (52,408 ) Other expenses related to securitization trust — — — — — — (811 ) (811 ) Transaction costs — (762 ) — — (44 ) (806 ) — (806 ) Asset management and other fees - related party — — — — (17,845 ) (17,845 ) — (17,845 ) General and administrative expenses (70 ) (664 ) — (34 ) (9,159 ) (9,927 ) — (9,927 ) Depreciation and amortization (10,187 ) (71,756 ) — — — (81,943 ) — (81,943 ) Impairment loss (2,456 ) (2,783 ) — — — (5,239 ) — (5,239 ) Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net — — — (314 ) 314 — — — Realized gain (loss) on investments and other — 726 — 3,495 — 4,221 — 4,221 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 1,704 (63,295 ) — 9,738 (26,777 ) (78,630 ) — (78,630 ) Equity in earnings (losses) of unconsolidated ventures — — 3,907 — — 3,907 — 3,907 Income tax benefit (expense) — (40 ) — — — (40 ) — (40 ) Net income (loss) $ 1,704 $ (63,335 ) $ 3,907 $ 9,738 $ (26,777 ) $ (74,763 ) $ — $ (74,763 ) ______________________________________ (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 nine months ended September 30, 2018 , $0.3 million was attributable to discount accretion income and was eliminated in consolidation in the corporate segment. The following table presents total assets by segment as of September 30, 2019 and December 31, 2018 (dollars in thousands): Direct Investments Total Assets: Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total September 30, 2019 $ 376,041 $ 1,442,651 $ 282,551 $ 56,678 $ 15,097 $ 2,173,018 December 31, 2018 394,697 1,481,522 264,317 59,620 64,260 2,264,416 _______________________________________ (1) Represents primarily corporate cash and cash equivalent balances. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation and Claims The Company may be involved in various litigation matters arising in the ordinary course of its business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, any current legal proceedings are not expected to have a material adverse effect on its financial position or results of operations. The Company’s tenants, operators and managers may be involved in various litigation matters arising in the ordinary course of their business. The unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect such tenants’, operators’ or managers’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to the Company, which, in turn, could have a material adverse effect on the Company. Environmental Matters The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its consolidated financial position, results of operations or cash flows. Further, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that it believes would require additional disclosure or the recording of a loss contingency. General Uninsured Losses The Company obtains various types of insurance to mitigate the impact of property, business interruption, liability, flood, windstorm, earthquake, environmental and terrorism related losses. The Company attempts to obtain appropriate policy terms, conditions, limits and deductibles considering the relative risk of loss, the cost of such coverage and current industry practice. There are, however, certain types of extraordinary losses, such as those due to acts of war or other events that may be either uninsurable or not economically insurable. Other Other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, as well as commitments to fund capital expenditures for certain net lease properties. These commitments do not have a required minimum funding and are limited by agreed upon maximum annual funding amounts. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Share Repurchases For the period from October 1, 2019 through November 7, 2019 , the Company repurchased 0.5 million shares for a total of $3.3 million or a price of $7.10 per share under the Share Repurchase Program. Prior to the most recent amendments to the Share Repurchase program, the Company had a total of 12.0 million shares, or $85.0 million , based on its most recently published estimated value per share of $7.10 , in unfulfilled repurchase requests. Refer to Note 9, “Stockholders’ Equity” for additional information regarding the Share Repurchase Program. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting 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, 2018, which was filed with the U.S. Securities and Exchange Commission (“SEC”), on March 22, 2019, as amended by Amendment No. 1 on Form 10-K/A, which was filed with the SEC on September 16, 2019. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates variable interest entities (“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 | Investing VIEs The Company’s investment in a securitization financing entity (“Investing VIE”) consisted 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. The Company held Class B certificates in an Investing VIE for which the Company had determined it was the primary beneficiary because it had the power to direct the activities that most significantly impacted the economic performance of the securitization trust. As a result, all of 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 were presented in the consolidated financial statements of the Company as required by U.S. GAAP. The Company’s Class B certificates, which represented the retained interest and related interest income, were eliminated in consolidation. 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. In March 2018, the Company sold the Class B certificates of its consolidated Investing VIE, relinquishing its rights as directing certificate holder. As a result, the Company was no longer deemed the primary beneficiary of the securitization trust and, accordingly, did not present the assets or liabilities of the securitization trust on its consolidated balance sheets as of September 30, 2019 and December 31, 2018 . The Company has presented the income and expenses of the securitization trust on its consolidated statements of operations for the period that the Company owned the Class B certificates and was considered the primary beneficiary in 2018. 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 September 30, 2019 , 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. |
Voting Interest Entities | Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party 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 | Investments in Unconsolidated Ventures A non-controlling, unconsolidated ownership interest in an entity may be accounted for using the equity method or the Company may elect the fair value option. The Company will account for an investment under the equity method of accounting if it has the ability to exercise significant influence over the operating and financial policies of an entity, but does not have a controlling financial interest. 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. |
Non-controlling Interests | Non-controlling Interests A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and comprehensive income (loss) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. |
Estimates | Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company reports consolidated comprehensive income (loss) in separate statements following the consolidated statements of operations. Comprehensive income (loss) is defined as the change in equity resulting from net income (loss) and other comprehensive income (loss) (“OCI”). The only component of OCI for the Company is foreign currency translation adjustments related to its investment in an unconsolidated venture. |
Fair Value Option | 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 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 adopted guidance issued by the Financial Accounting Standards Board (“FASB”) allowing the Company to measure both the financial assets and liabilities of a qualifying collateralized financing entity (“CFE”) it consolidated using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash 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 consists of amounts related to loan origination (escrow deposits) and operating real estate (escrows for taxes, insurance, capital expenditures, security deposits received from tenants and payments required under certain lease agreements). |
Operating Real Estate | Operating Real Estate The Company evaluates whether a real estate acquisition constitutes a business and whether business combination accounting is appropriate. 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, fixtures, and equipment, improvements and other identified intangibles such as in-place leases, goodwill and above or below market mortgages assumed, as applicable. 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. 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 30 to 50 years Building improvements Lesser of the useful life or remaining life of the building Land improvements 9 to 15 years Tenant improvements Lesser of the useful life or remaining term of the lease Furniture, fixtures and equipment 5 to 14 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. 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. 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. |
Leases | Lessee Accounting A leasing arrangement, a right to control the use of an identified asset for a period of time in exchange for consideration, is classified by the lessee either as a finance lease, which represents a financed purchase of the leased asset, or as an operating lease. For leases with terms greater than 12 months, a lease asset and a lease liability are recognized on the balance sheet at commencement date based on the present value of lease payments over the lease term. Lease renewal or termination options are included in the lease asset and lease liability only if it is reasonably certain that the option to extend would be exercised or the option to terminate would not be exercised. As the implicit rate in most leases are not readily determinable, the Company's incremental borrowing rate for each lease at commencement date is used to determine the present value of lease payments. Consideration is given to the Company’s recent debt financing transactions, as well as publicly available data for instruments with similar characteristics, adjusted for the respective lease term, when estimating incremental borrowing rates. Lease expense is recognized over the lease term based on an effective interest method for finance leases and on a straight-line basis for operating leases. |
Assets Held for Sale | Assets Held For Sale The Company classifies certain long-lived assets as held for sale once the criteria, as defined by U.S. GAAP, have been met and are expected to sell within one year. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell, with any write-down recorded to impairment loss on the consolidated statements of operations. Depreciation and amortization is not recorded for assets classified as held for sale. |
Real Estate Debt Investments | 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 record an allowance for loan losses, which is generally measured as the difference between the carrying value of the loan and either the present value of cash flows expected to be collected, discounted at the original effective interest rate of the loan, or an observable market price for the loan. 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. |
Deferred Costs | 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 | 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, above/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 | 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. Effective January 1, 2018, the Advisor no longer receives an acquisition fee in connection with the Company’s acquisitions of real estate properties or debt investments. For the nine months ended September 30, 2019 , the Company did not incur any acquisition fees or expenses to the Advisor or third parties. 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 | Revenue Recognition Operating Real Estate Rental income from operating real estate is derived from leasing of space to various types of tenants and healthcare operators, including rent received from the Company’s net lease properties as well as rent, ancillary service fees and other related revenue earned from ILF residents. 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. ILF resident agreements are generally short-term in nature and may allow for termination with 30 days notice. 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. The Company also generates operating income from operating healthcare properties. Revenue related to operating healthcare properties includes resident room and care charges, ancillary fees and other resident service charges. Rent is charged and revenue is recognized when such services are provided, generally defined per the resident agreement as of the date upon which a resident occupies a room or uses the services. Resident agreements are generally short-term in nature and may allow for termination with 30 days notice. Income derived from our ALF, MCF and CCRCs is recorded in resident fee income 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 | Credit Losses and Impairment on Investments Generally, the carrying value of the Company’s investments represent depreciated historical cost bases or, for investments that have been previously impaired, fair value or net realizable value. Such amounts are based upon the Company’s reasonable assumptions about the highest and best use of the investments and the intent and ability to hold the investments for a reasonable period that would allow for the recovery of the investments’ carrying values. If such assumptions change, including shortening the expected hold period, impairment losses on investments may be required to adjust carrying values to fair value or fair value less costs to sell. 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 loss in the consolidated statements of operations. Lease income from tenants/operators/residents is recognized at lease commencement only to the extent collection is expected to be probable in consideration of tenants’/operators’/residents’ creditworthiness. If collection is assessed to not be probable thereafter, lease income recognized is limited to lease payments collected, with the reversal of any income recognized to date in excess of amounts received. If collection is subsequently reassessed to be probable, lease income is adjusted to reflect the amount of income that would have been recognized had collection always been assessed as probable. 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 consolidated balance sheets 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 September 30, 2019 , 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. |
Foreign Currency | 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 | 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 expenses in the consolidated statements of operations. |
Income Taxes | Income Taxes The Company elected to be taxed as a REIT and to comply with the related provisions of the Internal Revenue Code 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, gross income and share ownership tests are met. To maintain its qualification as a REIT, the Company must annually distribute dividends equal to at least 90.0% of its REIT taxable income (with certain adjustments) 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 has assessed its tax positions for all open tax years, which include 2015 to 2018, and concluded there were no material uncertainties to be recognized. 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 taxable REIT subsidiaries (“TRS”) which may be subject to U.S. federal, state and local income taxes. In general, a TRS of the Company may perform 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 sheets 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 | Recent Accounting Pronouncements Recently Adopted Leases —In February 2016, the FASB issued ASU No. 2016-02, Leases , which amended existing lease accounting standards. ASU 2016-02, along with several clarifying amendments were codified in Accounting Standards Codification (“ASC”) Topic 842. The new standard primarily requires lessees to recognize their rights and obligations under most leases on balance sheet, to be capitalized as a right-of-use (“ROU”) asset and a corresponding liability for future lease obligations. Targeted changes were made to lessor accounting, primarily to align to the lessee model and the new revenue recognition standard. The Company adopted the new lease standard and related amendments on January 1, 2019 using the modified retrospective method to leases existing or commencing on or after January 1, 2019, with a cumulative effect adjustment to beginning retained earnings. Comparative periods presented have not been restated and continue to be reported under the standards in effect for those prior periods. ASC 842 limits the definition of initial direct costs to only the incremental costs of obtaining a lease, such as leasing commissions, for both lessee and lessor accounting. Indirect costs such as allocated overhead, certain legal fees and negotiation costs are no longer capitalized under the new standard. The application of ASC 842 did not have a material impact on the statements of operations. The Company applied the package of practical expedients, which exempts the Company from having to reassess whether any expired or expiring contracts contain leases, revisit lease classification for any expired or expiring leases and reassess initial direct costs for any existing leases. The Company also elected the practical expedient related to land easements, allowing us to carry forward the accounting treatment for land easements on existing agreements. The Company did not, however, elect the hindsight practical expedient to determine the lease terms for existing leases. The Company reclassified its capital lease assets to ROU-finance assets as of January 1, 2019, which had no material impact to the Company’s consolidated financial statements and related disclosures. The Company determined if an arrangement contained a lease and determined the classification of leasing arrangements at inception. The Company has operating leases with property tenants that expire at various dates with renewal options typically exercised at the lessee's election. Therefore, such options are only recognized once they are deemed reasonably certain, typically at the time the option is exercised. As lessor, the Company made the accounting policy election to treat the lease and nonlease components in a contract as a single component to the extent that the timing and pattern of transfer are similar for the lease and nonlease components and the lease component qualifies as an operating lease. Nonlease components of tenant reimbursements for net leases and resident fee income qualify for the practical expedient to be combined with their respective lease component and accounted for as a single component under the lease standard as the lease component is predominant. Rental and resident fee income is made up of a tenant/resident lease component, which includes the effect of minimum rent increases and rent abatements, and non-lease components. The services provided by the Company under the non-lease components have the same pattern of transfer as their respective lease components and have been combined with the lease components, which are predominant. For the three months ended September 30, 2019 and 2018 , total property and other revenues includes variable lease revenues of $4.2 million and $2.2 million , respectively. For the nine months ended September 30, 2019 and 2018 , total property and other revenues includes variable lease revenues of $12.3 million and $10.4 million , respectively. Variable lease income includes ancillary services provided to tenant/residents, as well as non-recurring services and fees at the Company’s operating facilities. Under the new standard, lessors are required to evaluate collectability of all lease payments based upon the creditworthiness of the lessee. Rental and resident fee income is recognized only to the extent collection is determined to be probable. If collection is subsequently determined to no longer be probable, any previously accrued revenue that has not been collected is subject to reversal. If collection is subsequently determined to be probable, revenue and the corresponding receivable would be reestablished to an amount that would have been recognized if collection had always been deemed to be probable. The initial application of the collectability guidance did not have a material impact on the Company’s consolidated financial statements. Goodwill Impairment— In January 2017, the FASB issued ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removes Step 2 from the goodwill impairment test that requires a hypothetical purchase price allocation. Goodwill impairment is now measured as the excess in carrying value over fair value of the reporting unit, with the loss recognized not to exceed the amount of goodwill assigned to that reporting unit. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, to be applied prospectively. Early adoption is permitted as of the first interim or annual impairment test of goodwill after January 1, 2017. The Company adopted the standard on January 1, 2019. This guidance did not have a material impact on its consolidated financial statements and related disclosures. Pending Adoption Credit Losses— In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments- Credit Losses , which amends the credit impairment model for financial instruments. The existing incurred loss model will be replaced with a lifetime current expected credit loss (“CECL”) model for financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans, loan commitments, held-to-maturity (“HTM”) debt securities, financial guarantees, net investment in leases, reinsurance and trade receivables, which will generally result in earlier recognition of allowance for losses. For available-for-sale (“AFS”) debt securities, unrealized credit losses will be recognized as allowances rather than reductions in amortized cost basis and elimination of the OTTI concept will result in more frequent estimation of credit losses. The accounting model for purchased credit impaired loans and debt securities will be simplified, including elimination of some of the asymmetrical treatment between credit losses and credit recoveries, to be consistent with the CECL model for originated and purchased non-credit impaired assets. The existing model for beneficial interests that are not of high credit quality will be amended to conform to the new impairment models for HTM and AFS debt securities. Expanded disclosures on credit risk include credit quality indicators by vintage for financing receivables and net investment in leases. Transition will generally be on a modified retrospective basis, with prospective application for other-than-temporarily impaired debt securities and purchased credit impaired assets. ASU No. 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company has identified its mezzanine loan debt investment to be within the scope of ASU No. 2016-13. The Company continues to develop the policies, systems and controls that will be required for the implementation and ongoing management of CECL and is currently evaluating the impact of this new guidance and does not expect the adoption of this standard to have a material effect on its consolidated financial statements or related disclosures. Variable Interest Entities— In November 2018, the FASB issued ASU No. 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities . The ASU amends the VIE guidance to align the evaluation of a decision maker's or service provider's fee in assessing a variable interest with the guidance in the primary beneficiary test. Specifically, indirect interests held by a related party that is under common control will now be considered on a proportionate basis, rather than in their entirety, when assessing whether the fee qualifies as a variable interest. The proportionate basis approach is consistent with the treatment of indirect interests held by a related party under common control when evaluating the primary beneficiary of a VIE. This effectively means that when a decision maker or service provider has an interest in a related party, regardless of whether they are under common control, it will consider that related party’s interest in a VIE on a proportionate basis throughout the VIE model, for both the assessment of a variable interest and the determination of a primary beneficiary. Transition is generally on a modified retrospective basis, with the cumulative effect adjusted to retained earnings at the beginning of the earliest period presented. ASU No. 2018-17 is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted in an interim period for which financial statements have not been issued. The Company is currently evaluating the impact of this new guidance but does not expect the adoption of this standard to have a material effect on its financial condition or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets to the total of such amounts as reported on the consolidated statements of cash flows (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Cash and cash equivalents $ 29,183 $ 73,811 Restricted cash 20,985 20,697 Total cash, cash equivalents and restricted cash $ 50,168 $ 94,508 |
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 30 to 50 years Building improvements Lesser of the useful life or remaining life of the building Land improvements 9 to 15 years Tenant improvements Lesser of the useful life or remaining term of the lease Furniture, fixtures and equipment 5 to 14 years |
Schedule of Future Minimum Lease Payments for Capital Leases | The following table presents the future minimum lease payments under finance leases and the present value of the minimum lease payments as of September 30, 2019 , which is included in other liabilities on the Company’s consolidated balance sheets (dollars in thousands): October 1 to December 31, 2019 $ 163 Years Ending December 31: 2020 636 2021 597 2022 505 2023 83 Thereafter — Total minimum lease payments $ 1,984 Less: Amount representing interest $ (175 ) Present value of minimum lease payments $ 1,809 |
Summary of Deferred Costs and Intangible Assets | The following table presents a summary of deferred costs and intangible assets, net as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Deferred costs and intangible assets, net: In-place lease value, net $ 6,888 $ 14,559 Goodwill 21,387 21,387 Other intangible assets 380 380 Subtotal intangible assets 28,655 36,326 Deferred costs, net 167 670 Total $ 28,822 $ 36,996 |
Schedule of Deferred Costs and Intangible Assets, Future Amortization Expense | The following table presents future amortization of in-place lease value and deferred costs (dollars in thousands): October 1 to December 31, 2019 $ 468 Years Ending December 31: 2020 1,871 2021 1,871 2022 591 2023 336 Thereafter 1,918 Total $ 7,055 |
Schedule of Other Assets | The following table presents a summary of other assets as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Other assets: Healthcare facility regulatory reserve deposit $ 6,000 $ 6,000 Remainder interest in condominium units (1) 2,579 3,025 Prepaid expenses 3,829 3,536 Lease / rent inducements, net 1,719 1,254 Utility deposits 316 325 Other 316 320 Total $ 14,759 $ 14,460 _______________________________________ (1) Represents future interests in property subject to life estates (“Remainder Interest”). |
Operating Real Estate (Tables)
Operating Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Schedule of Operating Real Estate | The following table presents operating real estate, net as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Land $ 236,036 $ 236,736 Land improvements 22,939 22,453 Buildings and improvements 1,561,978 1,580,058 Tenant improvements 14,642 11,774 Construction in progress 6,852 5,605 Furniture, fixtures and equipment 97,182 93,371 Subtotal $ 1,939,629 $ 1,949,997 Less: Accumulated depreciation (215,610 ) (171,083 ) Operating real estate, net $ 1,724,019 $ 1,778,914 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents approximate future minimum rental income under noncancelable operating leases to be received over the next five years and thereafter as of September 30, 2019 (dollars in thousands): October1 to December 31, 2019 (1) $ 8,360 Years Ending December 31: (1) 2020 34,282 2021 35,139 2022 14,910 2023 10,919 Thereafter 68,268 Total $ 171,878 _______________________________________ (1) Excludes rental income from residents at ILFs that are subject to short-term leases. |
Schedule of Future Minimum Rental Payments for Operating Leases, as of Prior Year End | As of December 31, 2018 , approximate future minimum rental income under noncancelable operating leases to be received over the next five years and thereafter was as follows (dollars in thousands): Years Ending December 31: (1) 2019 $ 33,405 2020 34,240 2021 35,096 2022 14,635 2023 10,919 Thereafter 68,268 Total $ 196,563 _______________________________________ (1) Excludes rental income from residents at ILFs that are subject to short-term leases. |
Investments in Unconsolidated_2
Investments in Unconsolidated Ventures (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following tables present the Company’s investments in unconsolidated ventures as of September 30, 2019 and December 31, 2018 and activity for the three and nine months ended September 30, 2019 and 2018 (dollars in thousands): Properties as of September, 2019 (1) Portfolio Partner Acquisition Date Ownership Purchase Price (2) Equity Investment (3) Senior Housing Facilities MOB SNF Hospitals Total Eclipse (4) Colony Capital/Formation Capital, LLC May-2014 5.6 % $ 1,048,000 $ 23,400 44 — 23 — 67 Griffin-American Colony Capital Dec-2014 14.3 % 3,238,547 243,544 92 108 41 9 250 Espresso Formation Capital, LLC/Safanad Management Limited Jul-2015 36.7 % 870,000 55,146 6 — 149 — 155 Trilogy (5) Griffin-American Healthcare REIT III & IV /Management Team of Trilogy Investors, LLC Dec-2015 23.2 % 1,162,613 189,032 9 — 68 — 77 Subtotal $ 6,319,160 $ 511,122 151 108 281 9 549 Operator Platform (6) Jul-2017 20.0 % 2 2 — — — — — Total $ 6,319,162 $ 511,124 151 108 281 9 549 _______________________________________ (1) Excludes properties classified as held for sale. (2) Purchase price represents 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. (3) Represents initial and subsequent contributions to the underlying joint venture through September 30, 2019 . During the nine months ended September 30, 2019 , the Company funded an additional capital contribution of $2.4 million into the Trilogy joint venture and $37.4 million into the Griffin-American joint venture. The additional funding for Trilogy related to certain business initiatives, including the development of additional senior housing and SNFs. The additional funding for Griffin-American was provided in connection with the joint venture refinancing existing mortgage debt. (4) In September 2019, the Eclipse joint venture completed the sale of nine properties within the portfolio. The Company’s proportionate share of the net proceeds generated from the sale totaled approximately $2.1 million . (5) In October 2018, the Company sold 20.0% of its ownership interest in the Trilogy joint venture, which reduced its ownership interest in the joint venture from approximately 29% to 23% . (6) Represents the Company’s investment in Solstice Senior Living, LLC (“Solstice”), the manager of the Winterfell portfolio. Solstice is a joint venture between affiliates of Integral Senior Living, LLC (“ISL”), a leading management company of ILF, ALF and MCF founded in 2000, which owns 80.0% , and the Company, which owns 20.0% . Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Carrying Value Portfolio Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions September 30, 2019 (Unaudited) (2) December 31, 2018 (2) Eclipse (3) $ 1,090 $ 750 $ 2,286 $ (69 ) $ (462 ) $ 176 $ 9,950 $ 11,765 Envoy (4) — — — 339 64 283 474 4,717 Griffin - American (3,626 ) (6,234 ) 1,030 (1,805 ) (4,688 ) 1,771 138,060 113,982 Espresso (5) (667 ) (2,274 ) — 17,886 15,982 — — — Trilogy (6) 156 (3,776 ) 1,451 239 (3,659 ) 1,450 133,997 133,764 Subtotal $ (3,047 ) $ (11,534 ) $ 4,767 $ 16,590 $ 7,237 $ 3,680 $ 282,481 $ 264,228 Operator Platform (7) 10 — — 41 — 15 72 91 Total $ (3,037 ) $ (11,534 ) $ 4,767 $ 16,631 $ 7,237 $ 3,695 $ 282,553 $ 264,319 _______________________________________ (1) Represents the net amount of the Company’s proportionate share of select revenues and expenses, including: straight-line rental income (expense), (above)/below market lease and in-place lease amortization, (above)/below market debt and deferred financing costs amortization, depreciation and amortization expense, acquisition fees and transaction costs, loan loss reserves, liability extinguishment gains, debt extinguishment losses, impairment, as well as unrealized and realized gain (loss) from sales of real estate and investments. (2) Includes $1.3 million , $13.4 million , $7.6 million , and $9.8 million of capitalized acquisition costs for the Company’s investments in the Eclipse, Griffin-American, Espresso and Trilogy joint ventures, respectively. (3) Equity in earnings for three months ended September 30, 2019 includes a gain on the sale of nine properties within the portfolio. The Company’s proportionate share of the net proceeds generated from the sale totaled approximately $2.1 million . (4) In March 2019, the Envoy joint venture completed the sale of its remaining 11 properties for a sales price of $118.0 million . (5) As a result of impairments and other non-cash reserves recorded by the joint venture, the Company’s carrying value of its Espresso unconsolidated investment was reduced to zero in the fourth quarter of 2018. The Company has recorded the excess equity in losses related to its unconsolidated venture as a reduction to the carrying value of its mezzanine loan, which was originated to a subsidiary of the Espresso joint venture. (6) In October 2018, the Company sold 20.0% of its ownership interest in the Trilogy joint venture, which generated gross proceeds of $48.0 million and reduced the Company’s ownership interest in the joint venture from approximately 29% to 23% . (7) Represents the Company’s investment in Solstice. Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Portfolio Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions Eclipse $ 758 $ (402 ) $ 2,573 $ 11 $ (1,304 ) $ 621 Envoy 96 (822 ) 4,339 (29 ) (300 ) 283 Griffin - American (7,654 ) (16,046 ) 5,581 (3,692 ) (13,500 ) 4,193 Espresso (3,034 ) (6,324 ) — 6,331 2,296 — Trilogy 2,188 (10,433 ) 4,353 1,137 (11,244 ) 4,816 Subtotal $ (7,646 ) $ (34,027 ) $ 16,846 $ 3,758 $ (24,052 ) $ 9,913 Operator Platform (2) (20 ) — — 149 — 107 Total $ (7,666 ) $ (34,027 ) $ 16,846 $ 3,907 $ (24,052 ) $ 10,020 _______________________________________ (1) Represents the net amount of the Company’s proportionate share of select revenues and expenses, including: straight-line rental income (expense), (above)/below market lease and in-place lease amortization, (above)/below market debt and deferred financing costs amortization, depreciation and amortization expense, acquisition fees and transaction costs, loan loss reserves, liability extinguishment gains, debt extinguishment losses, impairment, as well as unrealized and realized gain (loss) from sales of real estate and investments. (2) Represents the Company’s investment in Solstice. The below table indicates the Company’s investments for which Colony Capital 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: Portfolio Partner(s) Acquisition Date Ownership Eclipse Colony Capital/Formation Capital, LLC May-2014 5.6% Griffin-American Colony Capital Dec-2014 14.3% |
Real Estate Debt Investments (T
Real Estate Debt Investments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | |
Schedule of the Company's Real Estate Debt Investments | The following table presents the Company’s one debt investment as of September 30, 2019 and December 31, 2018 (dollars in thousands): Carrying Value (2) Asset Type: Principal Amount September 30, 2019 (Unaudited) December 31, 2018 Fixed Rate Unlevered Current Yield Mezzanine loan (1) $ 75,000 $ 55,649 $ 58,600 10.0 % 10.3 % _______________________________________ (1) Loan has a final maturity date of January 30, 2021 . (2) As a result of impairments and other non-cash reserves recorded by the joint venture, the Company’s carrying value of its Espresso unconsolidated investment was reduced to zero in the fourth quarter of 2018. The Company has recorded the excess equity in losses related to its unconsolidated investment as a reduction to the carrying value of its mezzanine loan, which was originated to a subsidiary of the Espresso joint venture. As of September 30, 2019 and December 31, 2018 , the cumulative excess equity in losses included in the mezzanine loan carrying value were $19.2 million and $16.2 million , respectively. |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of borrowings | The following table presents the Company’s borrowings as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 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% $ — $ — $ 16,545 $ 16,277 Watermark Aqua Portfolio Denver, CO Non-recourse Feb-21 LIBOR + 2.92% 20,635 20,576 20,866 20,774 Frisco, TX Non-recourse Mar-21 LIBOR + 3.04% 19,250 19,197 19,460 19,377 Milford, OH Non-recourse Sep-26 LIBOR + 2.68% 18,760 18,339 18,760 18,288 Rochester Portfolio Rochester, NY Non-recourse Feb-25 4.25% 20,385 20,282 20,849 20,734 Rochester, NY (4) Non-recourse Aug-27 LIBOR + 2.34% 101,224 100,239 101,224 100,162 Rochester, NY (5) Non-recourse Aug-21 LIBOR + 2.90% 12,800 12,147 — — Arbors Portfolio (6) Various locations Non-recourse Feb-25 3.99% 89,465 88,403 90,751 89,508 Watermark Fountains Portfolio (7) Various locations Non-recourse Jun-22 3.92% 394,059 392,101 399,023 396,421 Various locations Non-recourse Jun-22 5.56% 74,455 73,945 75,401 74,776 Winterfell Portfolio (8) Various locations Non-recourse Jun-25 4.17% 634,818 616,448 642,954 622,329 Avamere Portfolio (9) Various locations Non-recourse Feb-27 4.66% 71,733 71,172 72,466 71,848 Subtotal mortgage notes payable, net $ 1,457,584 $ 1,432,849 $ 1,478,299 $ 1,450,494 Other notes payable Oak Cottage Santa Barbara, CA Non-recourse Feb-22 6.00% 3,693 3,693 3,500 3,500 Rochester Portfolio Rochester, NY (5) Non-recourse Aug-19 6.00% — — 12,355 12,355 Subtotal other notes payable, net $ 3,693 $ 3,693 $ 15,855 $ 15,855 Total mortgage and other notes payable, net $ 1,461,277 $ 1,436,542 $ 1,494,154 $ 1,466,349 _______________________________________ (1) Floating rate borrowings are comprised of $172.7 million principal amount at one -month London Interbank Offered Rate (“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) Mortgage note arrangement was secured and collateralized by three healthcare real estate properties and was repaid in May 2019. (4) Comprised of seven individual mortgage notes payable secured by seven healthcare real estate properties, cross-collateralized and subject to cross-default. (5) In July 2019, an existing $12.4 million seller note payable secured by one healthcare real estate property was refinanced with a $12.8 million mortgage note payable. (6) Comprised of four individual mortgage notes payable secured by four healthcare real estate properties, cross-collateralized and subject to cross-default. (7) Includes $394.1 million principal amount of fixed rate borrowings, secured by 14 healthcare real estate properties, cross-collateralized and subject to cross-default as well as a supplemental financing totaling $74.5 million of principal, secured by seven healthcare real estate properties, cross-collateralized and subject to cross-default. (8) Comprised of 32 individual mortgage notes payable secured by 32 healthcare real estate properties, cross-collateralized and subject to cross-default. (9) Comprised of five individual mortgage notes payable secured by five healthcare real estate properties, cross-collateralized and subject to cross-default. |
Schedule of principal on borrowings based on final maturity | The following table presents scheduled principal payments on borrowings based on final maturity as of September 30, 2019 (dollars in thousands): October 1 to December 31, 2019 $ 5,765 Years Ending December 31: 2020 23,760 2021 76,253 2022 466,622 2023 18,820 Thereafter 870,057 Total $ 1,461,277 |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of the Fees and Reimbursements Incurred to the Advisor and Dealer Manager | The following table presents the fees and reimbursements incurred and paid to the Advisor for the nine months ended September 30, 2019 and the amount due to related party as of September 30, 2019 and December 31, 2018 (dollars in thousands): Type of Fee or Reimbursement Due to Related Party as of December 31, 2018 Nine Months Ended September 30, 2019 Due to Related Party as of September 30, 2019 (Unaudited) Financial Statement Location Incurred Paid Fees to Advisor Entities (1) Asset management (2) Asset management and other fees-related party $ 1,665 $ 14,983 $ (14,983 ) (2) $ 1,665 Reimbursements to Advisor Entities Operating costs (3) General and administrative expenses 4,010 7,589 (8,918 ) 2,681 Total $ 5,675 $ 22,572 $ (23,901 ) $ 4,346 _______________________________________ (1) The Company did no t incur any disposition fees during the nine months ended September 30, 2019 , nor were any such fees outstanding as of September 30, 2019 . (2) Includes $7.5 million paid in shares of the Company’s common stock. (3) As of September 30, 2019 , the Advisor did no t have any unreimbursed operating costs which remained eligible to be allocated to the Company. |
Schedule of Joint Ventures | The following tables present the Company’s investments in unconsolidated ventures as of September 30, 2019 and December 31, 2018 and activity for the three and nine months ended September 30, 2019 and 2018 (dollars in thousands): Properties as of September, 2019 (1) Portfolio Partner Acquisition Date Ownership Purchase Price (2) Equity Investment (3) Senior Housing Facilities MOB SNF Hospitals Total Eclipse (4) Colony Capital/Formation Capital, LLC May-2014 5.6 % $ 1,048,000 $ 23,400 44 — 23 — 67 Griffin-American Colony Capital Dec-2014 14.3 % 3,238,547 243,544 92 108 41 9 250 Espresso Formation Capital, LLC/Safanad Management Limited Jul-2015 36.7 % 870,000 55,146 6 — 149 — 155 Trilogy (5) Griffin-American Healthcare REIT III & IV /Management Team of Trilogy Investors, LLC Dec-2015 23.2 % 1,162,613 189,032 9 — 68 — 77 Subtotal $ 6,319,160 $ 511,122 151 108 281 9 549 Operator Platform (6) Jul-2017 20.0 % 2 2 — — — — — Total $ 6,319,162 $ 511,124 151 108 281 9 549 _______________________________________ (1) Excludes properties classified as held for sale. (2) Purchase price represents 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. (3) Represents initial and subsequent contributions to the underlying joint venture through September 30, 2019 . During the nine months ended September 30, 2019 , the Company funded an additional capital contribution of $2.4 million into the Trilogy joint venture and $37.4 million into the Griffin-American joint venture. The additional funding for Trilogy related to certain business initiatives, including the development of additional senior housing and SNFs. The additional funding for Griffin-American was provided in connection with the joint venture refinancing existing mortgage debt. (4) In September 2019, the Eclipse joint venture completed the sale of nine properties within the portfolio. The Company’s proportionate share of the net proceeds generated from the sale totaled approximately $2.1 million . (5) In October 2018, the Company sold 20.0% of its ownership interest in the Trilogy joint venture, which reduced its ownership interest in the joint venture from approximately 29% to 23% . (6) Represents the Company’s investment in Solstice Senior Living, LLC (“Solstice”), the manager of the Winterfell portfolio. Solstice is a joint venture between affiliates of Integral Senior Living, LLC (“ISL”), a leading management company of ILF, ALF and MCF founded in 2000, which owns 80.0% , and the Company, which owns 20.0% . Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Carrying Value Portfolio Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions September 30, 2019 (Unaudited) (2) December 31, 2018 (2) Eclipse (3) $ 1,090 $ 750 $ 2,286 $ (69 ) $ (462 ) $ 176 $ 9,950 $ 11,765 Envoy (4) — — — 339 64 283 474 4,717 Griffin - American (3,626 ) (6,234 ) 1,030 (1,805 ) (4,688 ) 1,771 138,060 113,982 Espresso (5) (667 ) (2,274 ) — 17,886 15,982 — — — Trilogy (6) 156 (3,776 ) 1,451 239 (3,659 ) 1,450 133,997 133,764 Subtotal $ (3,047 ) $ (11,534 ) $ 4,767 $ 16,590 $ 7,237 $ 3,680 $ 282,481 $ 264,228 Operator Platform (7) 10 — — 41 — 15 72 91 Total $ (3,037 ) $ (11,534 ) $ 4,767 $ 16,631 $ 7,237 $ 3,695 $ 282,553 $ 264,319 _______________________________________ (1) Represents the net amount of the Company’s proportionate share of select revenues and expenses, including: straight-line rental income (expense), (above)/below market lease and in-place lease amortization, (above)/below market debt and deferred financing costs amortization, depreciation and amortization expense, acquisition fees and transaction costs, loan loss reserves, liability extinguishment gains, debt extinguishment losses, impairment, as well as unrealized and realized gain (loss) from sales of real estate and investments. (2) Includes $1.3 million , $13.4 million , $7.6 million , and $9.8 million of capitalized acquisition costs for the Company’s investments in the Eclipse, Griffin-American, Espresso and Trilogy joint ventures, respectively. (3) Equity in earnings for three months ended September 30, 2019 includes a gain on the sale of nine properties within the portfolio. The Company’s proportionate share of the net proceeds generated from the sale totaled approximately $2.1 million . (4) In March 2019, the Envoy joint venture completed the sale of its remaining 11 properties for a sales price of $118.0 million . (5) As a result of impairments and other non-cash reserves recorded by the joint venture, the Company’s carrying value of its Espresso unconsolidated investment was reduced to zero in the fourth quarter of 2018. The Company has recorded the excess equity in losses related to its unconsolidated venture as a reduction to the carrying value of its mezzanine loan, which was originated to a subsidiary of the Espresso joint venture. (6) In October 2018, the Company sold 20.0% of its ownership interest in the Trilogy joint venture, which generated gross proceeds of $48.0 million and reduced the Company’s ownership interest in the joint venture from approximately 29% to 23% . (7) Represents the Company’s investment in Solstice. Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Portfolio Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distributions Eclipse $ 758 $ (402 ) $ 2,573 $ 11 $ (1,304 ) $ 621 Envoy 96 (822 ) 4,339 (29 ) (300 ) 283 Griffin - American (7,654 ) (16,046 ) 5,581 (3,692 ) (13,500 ) 4,193 Espresso (3,034 ) (6,324 ) — 6,331 2,296 — Trilogy 2,188 (10,433 ) 4,353 1,137 (11,244 ) 4,816 Subtotal $ (7,646 ) $ (34,027 ) $ 16,846 $ 3,758 $ (24,052 ) $ 9,913 Operator Platform (2) (20 ) — — 149 — 107 Total $ (7,666 ) $ (34,027 ) $ 16,846 $ 3,907 $ (24,052 ) $ 10,020 _______________________________________ (1) Represents the net amount of the Company’s proportionate share of select revenues and expenses, including: straight-line rental income (expense), (above)/below market lease and in-place lease amortization, (above)/below market debt and deferred financing costs amortization, depreciation and amortization expense, acquisition fees and transaction costs, loan loss reserves, liability extinguishment gains, debt extinguishment losses, impairment, as well as unrealized and realized gain (loss) from sales of real estate and investments. (2) Represents the Company’s investment in Solstice. The below table indicates the Company’s investments for which Colony Capital 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: Portfolio Partner(s) Acquisition Date Ownership Eclipse Colony Capital/Formation Capital, LLC May-2014 5.6% Griffin-American Colony Capital Dec-2014 14.3% |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule Of Dividend Investment Estimated Value Per Share | The following table presents the price at which dividends were invested based on when the price became effective: Effective Date Estimated Value per Share Valuation Date April 2016 $ 8.63 12/31/2015 December 2016 9.10 6/30/2016 December 2017 8.50 6/30/2017 December 2018 7.10 6/30/2018 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
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 September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 (Unaudited) December 31, 2018 Principal Amount Carrying Value Fair Value Principal Amount Carrying Value Fair Value Financial assets: (1) Real estate debt investments, net $ 75,000 $ 55,649 $ 75,000 $ 75,000 $ 58,600 $ 75,000 Financial liabilities: (1) Mortgage and other notes payable, net $ 1,461,277 $ 1,436,542 $ 1,444,387 $ 1,494,154 $ 1,466,349 $ 1,464,533 _______________________________________ (1) The fair value of other financial instruments not included in this table is estimated to approximate their carrying value. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Real Estate Properties | The following table presents the operators and tenants of the Company’s properties, excluding properties owned through unconsolidated joint ventures as of September 30, 2019 (dollars in thousands): Nine Months Ended September 30, 2019 Operator / Tenant Properties Under Management Units Under Management (1) Property and Other Revenues % of Total Property and Other Revenues Watermark Retirement Communities 30 5,265 $ 114,092 51.8 % Solstice Senior Living (2) 32 4,000 79,652 36.2 % Avamere Health Services 5 453 12,587 5.7 % Arcadia Management 4 572 7,961 3.6 % Integral Senior Living (2) 3 162 4,704 2.1 % Peregrine Senior Living (3) — — 598 0.3 % Senior Lifestyle Corporation (4) 1 63 — — % Other (5) — — 677 0.3 % Total 75 10,515 $ 220,271 100.0 % ______________________________________ (1) Represents rooms for ALF and ILF and beds for MCF and SNF, based on predominant type. (2) Solstice is a joint venture of which affiliates of ISL own 80% . (3) In May 2019, the Company sold the two properties leased to Peregrine Senior Living. (4) Tenant has failed to remit rental payments during the nine months ended September 30, 2019 . Properties and unit counts exclude one property held for sale. (5) Consists primarily of interest income earned on corporate-level cash accounts. |
Summary of Segment Reporting | The following tables present segment reporting for the three months ended September 30, 2019 and 2018 (dollars in thousands): Direct Investments Three Months Ended September 30, 2019 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Rental and resident fee income $ 8,204 $ 64,489 $ — $ — $ — $ 72,693 Net interest income on debt and securities — — — 1,946 — 1,946 Other revenue — 7 — 10 68 85 Property operating expenses (5 ) (45,354 ) — — — (45,359 ) Interest expense (3,025 ) (14,193 ) — — — (17,218 ) Transaction costs — (29 ) — — — (29 ) Asset management and other fees - related party — — — — (4,994 ) (4,994 ) General and administrative expenses (47 ) 19 — (10 ) (2,769 ) (2,807 ) Depreciation and amortization (3,595 ) (12,569 ) — — — (16,164 ) Impairment loss — — — — — — Realized gain (loss) on investments and other — 204 — — — 204 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 1,532 (7,426 ) — 1,946 (7,695 ) (11,643 ) Equity in earnings (losses) of unconsolidated ventures — — (3,037 ) — — (3,037 ) Income tax benefit (expense) — (17 ) — — — (17 ) Net income (loss) $ 1,532 $ (7,443 ) $ (3,037 ) $ 1,946 $ (7,695 ) $ (14,697 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. Direct Investments Three Months Ended September 30, 2018 (1) Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (2) Total Rental and resident fee income $ 8,788 $ 63,667 $ — $ — $ — $ 72,455 Net interest income on debt and securities — — — 1,943 — 1,943 Other revenue — 846 — — 169 1,015 Property operating expenses (255 ) (47,100 ) — — — (47,355 ) Interest expense (3,270 ) (14,325 ) — — (82 ) (17,677 ) Transaction costs — — — — — — Asset management and other fees - related party — — — — (5,951 ) (5,951 ) General and administrative expenses (14 ) (218 ) — (10 ) (2,576 ) (2,818 ) Depreciation and amortization (3,468 ) (22,161 ) — — — (25,629 ) Impairment loss — — — — — — Realized gain (loss) on investments and other — 726 — — — 726 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 1,781 (18,565 ) — 1,933 (8,440 ) (23,291 ) Equity in earnings (losses) of unconsolidated ventures — — 16,631 — — 16,631 Income tax benefit (expense) — (10 ) — — — (10 ) Net income (loss) $ 1,781 $ (18,575 ) $ 16,631 $ 1,933 $ (8,440 ) $ (6,670 ) _______________________________________ (1) For the three months ended September 30, 2018 , the Company did not own any healthcare-related securities as a result of having sold the Class B certificates of its consolidated Investing VIE in March 2018. Subsequent to the sale, the Company was not required to consolidate the related interest income and interest expense of the Investing VIE on the consolidated statements of operations. (2) Includes unallocated asset management fee-related party and general and administrative expenses. The following tables present segment reporting for the nine months ended September 30, 2019 and 2018 (dollars in thousands): Direct Investments Nine Months Ended September 30, 2019 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Rental and resident fee income $ 25,202 $ 193,624 $ — $ — $ — $ 218,826 Net interest income on debt and securities — — — 5,771 — 5,771 Other revenue 1 767 — 29 648 1,445 Property operating expenses (5 ) (135,208 ) — — — (135,213 ) Interest expense (9,424 ) (42,382 ) — — (102 ) (51,908 ) Transaction costs — (105 ) — — — (105 ) Asset management and other fees - related party — — — — (14,983 ) (14,983 ) General and administrative expenses (159 ) (17 ) — (28 ) (8,006 ) (8,210 ) Depreciation and amortization (10,657 ) (43,868 ) — — — (54,525 ) Impairment loss (146 ) (10,000 ) — — — (10,146 ) Realized gain (loss) on investments and other 5,871 431 — — (376 ) 5,926 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 10,683 (36,758 ) — 5,772 (22,819 ) (43,122 ) Equity in earnings (losses) of unconsolidated ventures — — (7,666 ) — — (7,666 ) Income tax benefit (expense) — (38 ) — — — (38 ) Net income (loss) $ 10,683 $ (36,796 ) $ (7,666 ) $ 5,772 $ (22,819 ) $ (50,826 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. Direct Investments Nine Months Ended September 30, 2018 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Subtotal Investing VIE (2) Total Rental and resident fee income $ 25,484 $ 192,374 $ — $ — $ — $ 217,858 $ — $ 217,858 Net interest income on debt and securities — — — 6,591 (3) (314 ) (3) 6,277 811 7,088 Other revenue — 2,228 — — 464 2,692 — 2,692 Property operating expenses (1,089 ) (140,421 ) — — — (141,510 ) — (141,510 ) Interest expense (9,978 ) (42,237 ) — — (193 ) (52,408 ) — (52,408 ) Other expenses related to securitization trust — — — — — — (811 ) (811 ) Transaction costs — (762 ) — — (44 ) (806 ) — (806 ) Asset management and other fees - related party — — — — (17,845 ) (17,845 ) — (17,845 ) General and administrative expenses (70 ) (664 ) — (34 ) (9,159 ) (9,927 ) — (9,927 ) Depreciation and amortization (10,187 ) (71,756 ) — — — (81,943 ) — (81,943 ) Impairment loss (2,456 ) (2,783 ) — — — (5,239 ) — (5,239 ) Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net — — — (314 ) 314 — — — Realized gain (loss) on investments and other — 726 — 3,495 — 4,221 — 4,221 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 1,704 (63,295 ) — 9,738 (26,777 ) (78,630 ) — (78,630 ) Equity in earnings (losses) of unconsolidated ventures — — 3,907 — — 3,907 — 3,907 Income tax benefit (expense) — (40 ) — — — (40 ) — (40 ) Net income (loss) $ 1,704 $ (63,335 ) $ 3,907 $ 9,738 $ (26,777 ) $ (74,763 ) $ — $ (74,763 ) ______________________________________ (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 nine months ended September 30, 2018 , $0.3 million was attributable to discount accretion income and was eliminated in consolidation in the corporate segment. |
Summary of Assets by Segment | The following table presents total assets by segment as of September 30, 2019 and December 31, 2018 (dollars in thousands): Direct Investments Total Assets: Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total September 30, 2019 $ 376,041 $ 1,442,651 $ 282,551 $ 56,678 $ 15,097 $ 2,173,018 December 31, 2018 394,697 1,481,522 264,317 59,620 64,260 2,264,416 _______________________________________ (1) Represents primarily corporate cash and cash equivalent balances. |
Business and Organization (Deta
Business and Organization (Details) $ / shares in Units, $ in Thousands | Jan. 19, 2016USD ($)shares | Feb. 02, 2015USD ($)shares | Sep. 30, 2019USD ($)employee$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Nov. 07, 2019USD ($) | Dec. 31, 2015shares |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | shares | 400,000,000 | 400,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Proceeds from initial offering | $ | $ 1,100,000 | |||||
Number of shares issued (in shares) | shares | 108,600,000 | |||||
Follow-on public offering | $ | $ 700,000 | |||||
Number of employees | employee | 0 | |||||
Subsequent event | ||||||
Class of Stock [Line Items] | ||||||
Net proceeds from issuance of common stock | $ | $ 2,000,000 | |||||
Dividend Reinvestment Plan | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | shares | 4,200,000 | 2,000,000 | ||||
Shares available (in shares) | shares | 30,000,000 | |||||
Dividend Reinvestment Plan | Subsequent event | ||||||
Class of Stock [Line Items] | ||||||
Net proceeds from issuance of common stock | $ | $ 232,600 | |||||
Follow-on Primary Offering | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | shares | 64,900,000 | |||||
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 | $ 1 | ||||
Special Unit Holder | ||||||
Class of Stock [Line Items] | ||||||
Non-controlling interest investment in operating partnership | $ | $ 1 | $ 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2019USD ($)property | Sep. 30, 2019USD ($)d | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)propertyd | Sep. 30, 2018USD ($) | Dec. 31, 2018property | |
Variable Interest Entities | ||||||
VIE carrying value | $ 282,600,000 | $ 282,600,000 | ||||
Finance Lease Obligations | ||||||
Finance leases for equipment | $ 3,200,000 | 3,200,000 | ||||
Payments of finance lease obligations | $ 500,000 | |||||
Payments of capital lease obligations | $ 453,000 | |||||
Weighted average interest rate (percent) | 5.80% | 5.80% | ||||
Remaining lease term (years) | 3 years 2 months 12 days | 3 years 2 months 12 days | ||||
Acquisition Fees and Expenses | ||||||
Acquisition fee and expense cap | 6.00% | 6.00% | ||||
Days notice required for lease termination | d | 30 | 30 | ||||
Credit Losses and Impairment on Investments | ||||||
Impairment loss | $ 10,100,000 | 5,200,000 | ||||
Period past due for suspension of income recognition (in days) | 90 days | |||||
Investments in Unconsolidated Ventures | ||||||
Impairment recognized | $ 0 | |||||
Income Taxes | ||||||
Deferred tax asset | $ 12,700,000 | 12,700,000 | ||||
Income tax expense | 17,000 | $ 10,000 | 38,000 | 40,000 | ||
Variable lease revenues | 4,200,000 | $ 2,200,000 | $ 12,300,000 | $ 10,400,000 | ||
Peregrine | ||||||
Finance Lease Obligations | ||||||
Number of properties held for sale | property | 1 | 1 | ||||
Number of properties sold | property | 2 | |||||
Proceeds from sale of held-for-sale property | $ 19,700,000 | |||||
Variable Interest Entity, Primary Beneficiary | Operating Real Estate | ||||||
Variable Interest Entities | ||||||
Assets of consolidated VIEs | 597,300,000 | $ 597,300,000 | ||||
Variable Interest Entity, Primary Beneficiary | Mortgage Notes Payable | ||||||
Variable Interest Entities | ||||||
Liabilities of consolidated VIEs | $ 463,600,000 | 463,600,000 | ||||
Real Estate | Rochester | ||||||
Credit Losses and Impairment on Investments | ||||||
Impairment loss | 10,000,000 | |||||
Held-for-sale | ||||||
Credit Losses and Impairment on Investments | ||||||
Impairment loss | $ 100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 29,183 | $ 73,811 | ||
Restricted cash | 20,985 | 20,697 | ||
Total cash, cash equivalents and restricted cash | $ 50,168 | $ 94,508 | $ 63,498 | $ 80,488 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Building | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 30 years |
Building | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 50 years |
Land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 9 years |
Land improvements | Maximum | |
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) | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 14 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Future Minimum Lease Payments from Capital Leases (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Accounting Policies [Abstract] | |
October 1 to December 31, 2019 | $ 163 |
2020 | 636 |
2021 | 597 |
2022 | 505 |
2023 | 83 |
Thereafter | 0 |
Total minimum lease payments | 1,984 |
Less: Amount representing interest | (175) |
Present value of minimum lease payments | $ 1,809 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Costs and Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred costs and intangible assets, net: | ||
In-place lease value, net | $ 6,888 | $ 14,559 |
Goodwill | 21,387 | 21,387 |
Other intangible assets | 380 | 380 |
Subtotal intangible assets | 28,655 | 36,326 |
Deferred costs, net | 167 | 670 |
Total | $ 28,822 | $ 36,996 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Accounting Policies [Abstract] | |
October 1 to December 31, 2019 | $ 468 |
2020 | 1,871 |
2021 | 1,871 |
2022 | 591 |
2023 | 336 |
Thereafter | 1,918 |
Total | $ 7,055 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Other Assets and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Other assets: | ||
Healthcare facility regulatory reserve deposit | $ 6,000 | $ 6,000 |
Remainder interest in condominium units | 2,579 | 3,025 |
Prepaid expenses | 3,829 | 3,536 |
Lease / rent inducements, net | 1,719 | 1,254 |
Utility deposits | 316 | 325 |
Other | 316 | 320 |
Total | $ 14,759 | $ 14,460 |
Operating Real Estate - Identif
Operating Real Estate - Identifiable Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Real Estate [Abstract] | ||
Land | $ 236,036 | $ 236,736 |
Land improvements | 22,939 | 22,453 |
Buildings and improvements | 1,561,978 | 1,580,058 |
Tenant improvements | 14,642 | 11,774 |
Construction in progress | 6,852 | 5,605 |
Furniture, fixtures and equipment | 97,182 | 93,371 |
Subtotal | 1,939,629 | 1,949,997 |
Less: Accumulated depreciation | (215,610) | (171,083) |
Operating real estate, net | $ 1,724,019 | $ 1,778,914 |
Operating Real Estate - Narrati
Operating Real Estate - Narrative (Details) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2019USD ($)property | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Real Estate [Line Items] | ||||
Impairment loss | $ 10.1 | $ 5.2 | ||
Peregrine | ||||
Real Estate [Line Items] | ||||
Number of properties sold | property | 2 | |||
Proceeds from sale of held-for-sale property | $ 19.7 | |||
Proceeds from sale of held-for-sale property, net | 3.3 | |||
Peregrine | Mortgages | Non-Recourse | ||||
Real Estate [Line Items] | ||||
Long-term debt | $ 16.4 | |||
Building and Building Improvements | ||||
Real Estate [Line Items] | ||||
Impairment loss | $ 41 | $ 31 |
Operating Real Estate - Minimum
Operating Real Estate - Minimum Future Rents (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Real Estate [Abstract] | |
October1 to December 31, 2019 | $ 8,360 |
2020 | 34,282 |
2021 | 35,139 |
2022 | 14,910 |
2023 | 10,919 |
Thereafter | 68,268 |
Total | $ 171,878 |
Operating Real Estate - Minim_2
Operating Real Estate - Minimum Future Rents as of Prior Year End (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Real Estate [Abstract] | |
2019 | $ 33,405 |
2020 | 34,240 |
2021 | 35,096 |
2022 | 14,635 |
2023 | 10,919 |
Thereafter | 68,268 |
Total | $ 196,563 |
Investments in Unconsolidated_3
Investments in Unconsolidated Ventures - Summary of Unconsolidated Ventures (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019USD ($)facility | Dec. 31, 2015USD ($) | Sep. 30, 2019USD ($)facility | Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($) | Oct. 31, 2018 | Jul. 31, 2017USD ($) | Jul. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May 31, 2014USD ($) | |
Investments [Abstract] | ||||||||||
Purchase price | $ | $ 6,319,162 | $ 6,319,162 | $ 6,319,162 | |||||||
Equity investment | $ | $ 511,124 | $ 511,124 | $ 511,124 | |||||||
Total | 549 | 549 | 549 | |||||||
Payments to acquire interest in joint venture | $ | $ 39,801 | $ 4,470 | ||||||||
Senior Housing Facilities | ||||||||||
Investments [Abstract] | ||||||||||
Total | 151 | 151 | 151 | |||||||
MOB | ||||||||||
Investments [Abstract] | ||||||||||
Total | 108 | 108 | 108 | |||||||
SNF | ||||||||||
Investments [Abstract] | ||||||||||
Total | 281 | 281 | 281 | |||||||
Hospitals | ||||||||||
Investments [Abstract] | ||||||||||
Total | 9 | 9 | 9 | |||||||
Eclipse | ||||||||||
Investments [Abstract] | ||||||||||
Ownership interest (as a percentage) | 5.60% | 5.60% | 5.60% | |||||||
Purchase price | $ | $ 1,048,000 | |||||||||
Equity investment | $ | $ 23,400 | $ 23,400 | $ 23,400 | |||||||
Properties | 67 | 67 | 67 | |||||||
Proceeds from sale of held-for-sale property | $ | $ 2,100 | $ 2,100 | ||||||||
Number of properties sold | 9 | 9 | 9 | |||||||
Eclipse | Senior Housing Facilities | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 44 | 44 | 44 | |||||||
Eclipse | MOB | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Eclipse | SNF | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 23 | 23 | 23 | |||||||
Eclipse | Hospitals | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Griffin-American | ||||||||||
Investments [Abstract] | ||||||||||
Ownership interest (as a percentage) | 14.30% | 14.30% | 14.30% | |||||||
Purchase price | $ | $ 3,238,547 | |||||||||
Equity investment | $ | $ 243,544 | $ 243,544 | $ 243,544 | |||||||
Properties | 250 | 250 | 250 | |||||||
Payments to acquire interest in joint venture | $ | $ 37,400 | |||||||||
Griffin-American | Senior Housing Facilities | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 92 | 92 | 92 | |||||||
Griffin-American | MOB | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 108 | 108 | 108 | |||||||
Griffin-American | SNF | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 41 | 41 | 41 | |||||||
Griffin-American | Hospitals | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 9 | 9 | 9 | |||||||
Espresso | ||||||||||
Investments [Abstract] | ||||||||||
Ownership interest (as a percentage) | 36.70% | 36.70% | 36.70% | |||||||
Purchase price | $ | $ 870,000 | |||||||||
Equity investment | $ | $ 55,146 | $ 55,146 | $ 55,146 | |||||||
Properties | 155 | 155 | 155 | |||||||
Espresso | Senior Housing Facilities | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 6 | 6 | 6 | |||||||
Espresso | MOB | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Espresso | SNF | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 149 | 149 | 149 | |||||||
Espresso | Hospitals | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Trilogy | ||||||||||
Investments [Abstract] | ||||||||||
Ownership interest (as a percentage) | 23.20% | 29.00% | 23.20% | 23.20% | 29.00% | 23.00% | ||||
Purchase price | $ | $ 1,162,613 | |||||||||
Equity investment | $ | $ 189,032 | $ 189,032 | $ 189,032 | |||||||
Properties | 77 | 77 | 77 | |||||||
Payments to acquire interest in joint venture | $ | $ 201,700 | $ 2,400 | ||||||||
Ownership interest sold (as a percentage) | 20.00% | |||||||||
Trilogy | Senior Housing Facilities | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 9 | 9 | 9 | |||||||
Trilogy | MOB | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Trilogy | SNF | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 68 | 68 | 68 | |||||||
Trilogy | Hospitals | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Eclipse, Griffin-American, Espresso, Trilogy | ||||||||||
Investments [Abstract] | ||||||||||
Purchase price | $ | $ 6,319,160 | $ 6,319,160 | $ 6,319,160 | |||||||
Equity investment | $ | $ 511,122 | $ 511,122 | $ 511,122 | |||||||
Properties | 549 | 549 | 549 | |||||||
Eclipse, Griffin-American, Espresso, Trilogy | Senior Housing Facilities | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 151 | 151 | 151 | |||||||
Eclipse, Griffin-American, Espresso, Trilogy | MOB | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 108 | 108 | 108 | |||||||
Eclipse, Griffin-American, Espresso, Trilogy | SNF | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 281 | 281 | 281 | |||||||
Eclipse, Griffin-American, Espresso, Trilogy | Hospitals | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 9 | 9 | 9 | |||||||
Operator Platform | ||||||||||
Investments [Abstract] | ||||||||||
Ownership interest (as a percentage) | 20.00% | 20.00% | 20.00% | |||||||
Purchase price | $ | $ 2 | |||||||||
Equity investment | $ | $ 2 | $ 2 | $ 2 | |||||||
Properties | 0 | 0 | 0 | |||||||
Operator Platform | Senior Housing Facilities | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Operator Platform | MOB | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Operator Platform | SNF | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Operator Platform | Hospitals | ||||||||||
Investments [Abstract] | ||||||||||
Properties | 0 | 0 | 0 | |||||||
Winterfell | ||||||||||
Investments [Abstract] | ||||||||||
Ownership interest (as a percentage) | 20.00% | 20.00% | 20.00% | |||||||
Winterfell | Solstice Senior Living | ||||||||||
Investments [Abstract] | ||||||||||
Ownership interest (as a percentage) | 80.00% | 80.00% | 80.00% |
Investments in Unconsolidated_4
Investments in Unconsolidated Ventures - Changes in Carrying Value (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019USD ($)facility | Mar. 31, 2019USD ($)facility | Oct. 31, 2018USD ($) | Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in Earnings (Losses) | $ (3,037,000) | $ 16,631,000 | $ (7,666,000) | $ 3,907,000 | |||||
Select Revenues and Expenses, net | (11,534,000) | 7,237,000 | (34,027,000) | (24,052,000) | |||||
Cash Distributions | 4,767,000 | 3,695,000 | 16,846,000 | 10,020,000 | |||||
Carrying Value | $ 282,553,000 | 282,553,000 | 282,553,000 | $ 264,319,000 | |||||
Eclipse | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in Earnings (Losses) | 1,090,000 | (69,000) | 758,000 | 11,000 | |||||
Select Revenues and Expenses, net | 750,000 | (462,000) | (402,000) | (1,304,000) | |||||
Cash Distributions | 2,286,000 | 176,000 | 2,573,000 | 621,000 | |||||
Carrying Value | 9,950,000 | 9,950,000 | 9,950,000 | 11,765,000 | |||||
Capitalized acquisition costs | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||||||
Number of properties sold | facility | 9 | 9 | 9 | ||||||
Proceeds from sale of held-for-sale property | $ 2,100,000 | $ 2,100,000 | |||||||
Ownership interest (as a percentage) | 5.60% | 5.60% | 5.60% | ||||||
Envoy | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in Earnings (Losses) | $ 0 | 339,000 | $ 96,000 | (29,000) | |||||
Select Revenues and Expenses, net | 0 | 64,000 | (822,000) | (300,000) | |||||
Cash Distributions | 0 | 283,000 | 4,339,000 | 283,000 | |||||
Carrying Value | $ 474,000 | 474,000 | 474,000 | 4,717,000 | |||||
Number of properties sold | facility | 11 | ||||||||
Proceeds from sale of held-for-sale property | $ 118,000,000 | ||||||||
Griffin-American | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in Earnings (Losses) | (3,626,000) | (1,805,000) | (7,654,000) | (3,692,000) | |||||
Select Revenues and Expenses, net | (6,234,000) | (4,688,000) | (16,046,000) | (13,500,000) | |||||
Cash Distributions | 1,030,000 | 1,771,000 | 5,581,000 | 4,193,000 | |||||
Carrying Value | 138,060,000 | 138,060,000 | 138,060,000 | 113,982,000 | |||||
Capitalized acquisition costs | $ 13,400,000 | $ 13,400,000 | $ 13,400,000 | ||||||
Ownership interest (as a percentage) | 14.30% | 14.30% | 14.30% | ||||||
Espresso | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in Earnings (Losses) | $ (667,000) | 17,886,000 | $ (3,034,000) | 6,331,000 | |||||
Select Revenues and Expenses, net | (2,274,000) | 15,982,000 | (6,324,000) | 2,296,000 | |||||
Cash Distributions | 0 | 0 | 0 | 0 | |||||
Carrying Value | $ 0 | 0 | 0 | 0 | |||||
Capitalized acquisition costs | $ 7,600,000 | $ 7,600,000 | $ 7,600,000 | ||||||
Ownership interest (as a percentage) | 36.70% | 36.70% | 36.70% | ||||||
Trilogy | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in Earnings (Losses) | $ 156,000 | 239,000 | $ 2,188,000 | 1,137,000 | |||||
Select Revenues and Expenses, net | (3,776,000) | (3,659,000) | (10,433,000) | (11,244,000) | |||||
Cash Distributions | 1,451,000 | $ 1,450,000 | 4,353,000 | $ 4,816,000 | |||||
Carrying Value | $ 133,997,000 | 133,997,000 | 133,997,000 | 133,764,000 | |||||
Capitalized acquisition costs | $ 9,800,000 | $ 9,800,000 | $ 9,800,000 | ||||||
Ownership interest sold (as a percentage) | 20.00% | ||||||||
Proceeds from sale of equity method investments | $ 48,000,000 | ||||||||
Ownership interest (as a percentage) | 23.20% | 23.00% | 23.20% | 29.00% | 23.20% | 29.00% | 29.00% | ||
Eclipse, Envoy, Griffin-American, Espresso, Trilogy | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in Earnings (Losses) | $ (3,047,000) | $ 16,590,000 | $ (7,646,000) | $ 3,758,000 | |||||
Select Revenues and Expenses, net | (11,534,000) | 7,237,000 | (34,027,000) | (24,052,000) | |||||
Cash Distributions | 4,767,000 | 3,680,000 | 16,846,000 | 9,913,000 | |||||
Carrying Value | $ 282,481,000 | 282,481,000 | 282,481,000 | 264,228,000 | |||||
Operator Platform | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in Earnings (Losses) | 10,000 | 41,000 | (20,000) | 149,000 | |||||
Select Revenues and Expenses, net | 0 | 0 | 0 | 0 | |||||
Cash Distributions | 0 | $ 15,000 | 0 | $ 107,000 | |||||
Carrying Value | $ 72,000 | $ 72,000 | $ 72,000 | $ 91,000 | |||||
Ownership interest (as a percentage) | 20.00% | 20.00% | 20.00% |
Real Estate Debt Investments -
Real Estate Debt Investments - Narrative (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019Investmentsub_portfolio | Dec. 31, 2018Investment | |
Real Estate [Line Items] | ||
Number of debt instruments | Investment | 1 | 1 |
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 | 100.00% | |
Espresso | ||
Real Estate [Line Items] | ||
Number of sub-portfolios containing a tenant lease in default | sub_portfolio | 1 |
Real Estate Debt Investments _2
Real Estate Debt Investments - Schedule of the Company's Real Estate Debt Investment (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jul. 31, 2015 | Sep. 30, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Real estate debt investments, net | $ 55,649,000 | $ 58,600,000 | |
Carrying Value | $ 282,553,000 | 264,319,000 | |
Mezzanine loans | Weighted Average | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Fixed rate | 10.00% | ||
Unlevered current yield | 10.30% | ||
Espresso | Mezzanine Loans | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Principal Amount | $ 75,000,000 | ||
Real estate debt investments, net | 55,649,000 | 58,600,000 | |
Cumulative excess equity in losses included in mezzanine loan carrying value | 19,200,000 | 16,200,000 | |
Espresso | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Carrying Value | $ 0 | $ 0 | |
Espresso | Mezzanine loans | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Fixed rate | 10.00% |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2019property | Sep. 30, 2019USD ($)propertyInvestmentdebt_instrument | Dec. 31, 2018USD ($)Investment | Jul. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,461,277 | |||
Real estate debt investments, net | $ 55,649 | $ 58,600 | ||
Number of debt instruments | Investment | 1 | 1 | ||
Watermark Fountains Portfolio | ||||
Debt Instrument [Line Items] | ||||
Number of healthcare real estate properties | property | 14 | |||
Winterfell | ||||
Debt Instrument [Line Items] | ||||
Number of healthcare real estate properties | property | 32 | |||
Mortgage notes payable, net | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | $ 1,461,277 | $ 1,494,154 | ||
Long-term debt | $ 1,436,542 | 1,466,349 | ||
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 | ||||
Debt Instrument [Line Items] | ||||
Number of debt instruments | debt_instrument | 32 | |||
Mortgage notes payable, net | Bonaventure Portfolio | ||||
Debt Instrument [Line Items] | ||||
Number of debt instruments | debt_instrument | 5 | |||
Number of healthcare real estate properties | property | 5 | |||
Mortgage notes payable, net | Rochester Portfolio | ||||
Debt Instrument [Line Items] | ||||
Number of debt instruments | debt_instrument | 7 | |||
Number of healthcare real estate properties | property | 7 | |||
Mortgage notes payable, net | Non-Recourse | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | $ 1,457,584 | 1,478,299 | ||
Long-term debt | 1,432,849 | 1,450,494 | ||
Mortgage notes payable, net | Non-Recourse | Peregrine | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 0 | 16,545 | ||
Long-term debt | $ 0 | 16,277 | ||
Number of properties securing debt | property | 3 | |||
Mortgage notes payable, net | Non-Recourse | Peregrine | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percentage) | 3.50% | |||
Mortgage notes payable, net | Non-Recourse | Arbors Portfolio | ||||
Debt Instrument [Line Items] | ||||
Lease obligation interest rate | 3.99% | |||
Principal Amount | $ 89,465 | 90,751 | ||
Long-term debt | $ 88,403 | 89,508 | ||
Mortgage notes payable, net | Non-Recourse | Watermark Fountains Portfolio | ||||
Debt Instrument [Line Items] | ||||
Lease obligation interest rate | 3.92% | |||
Principal Amount | $ 394,059 | 399,023 | ||
Long-term debt | $ 392,101 | 396,421 | ||
Mortgage notes payable, net | Non-Recourse | Watermark Fountains Portfolio 2 | ||||
Debt Instrument [Line Items] | ||||
Lease obligation interest rate | 5.56% | |||
Principal Amount | $ 74,455 | 75,401 | ||
Long-term debt | $ 73,945 | 74,776 | ||
Number of healthcare real estate properties | property | 7 | |||
Mortgage notes payable, net | Non-Recourse | Winterfell | ||||
Debt Instrument [Line Items] | ||||
Lease obligation interest rate | 4.17% | |||
Principal Amount | $ 634,818 | 642,954 | ||
Long-term debt | $ 616,448 | 622,329 | ||
Mortgage notes payable, net | Non-Recourse | Bonaventure Portfolio | ||||
Debt Instrument [Line Items] | ||||
Lease obligation interest rate | 4.66% | |||
Principal Amount | $ 71,733 | 72,466 | ||
Long-term debt | 71,172 | 71,848 | ||
Mortgage notes payable, net | Denver, CO Non-recourse | Denver, CO | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 20,635 | 20,866 | ||
Long-term debt | $ 20,576 | 20,774 | ||
Mortgage notes payable, net | Denver, CO Non-recourse | Denver, CO | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percentage) | 2.92% | |||
Mortgage notes payable, net | Frisco, TX Non-recourse | Frisco, TX | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | $ 19,250 | 19,460 | ||
Long-term debt | $ 19,197 | 19,377 | ||
Mortgage notes payable, net | Frisco, TX Non-recourse | Frisco, TX | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percentage) | 3.04% | |||
Mortgage notes payable, net | Milford, OH Non-recourse | Milford, OH | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | $ 18,760 | 18,760 | ||
Long-term debt | $ 18,339 | 18,288 | ||
Mortgage notes payable, net | Milford, OH Non-recourse | Milford, OH | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percentage) | 2.68% | |||
Mortgage notes payable, net | Rochester, NY Non-recourse, February 2025 | Rochester, NY | ||||
Debt Instrument [Line Items] | ||||
Lease obligation interest rate | 4.25% | |||
Principal Amount | $ 20,385 | 20,849 | ||
Long-term debt | 20,282 | 20,734 | ||
Mortgage notes payable, net | Rochester, NY Non-recourse, August 2027 | Rochester, NY | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 101,224 | 101,224 | ||
Long-term debt | $ 100,239 | 100,162 | ||
Mortgage notes payable, net | Rochester, NY Non-recourse, August 2027 | Rochester, NY | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percentage) | 2.34% | |||
Mortgage notes payable, net | Rochester, NY Non-recourse, August 2021 | Rochester, NY | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percentage) | 2.90% | |||
Mortgage notes payable, net | One-Month LIBOR | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | $ 172,700 | |||
Other notes payable | Non-Recourse | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 3,693 | 15,855 | ||
Long-term debt | $ 3,693 | 15,855 | ||
Other notes payable | Non-Recourse | Oak Cottage | ||||
Debt Instrument [Line Items] | ||||
Lease obligation interest rate | 6.00% | |||
Principal Amount | $ 3,693 | 3,500 | ||
Long-term debt | $ 3,693 | 3,500 | ||
Other notes payable | Rochester, NY Non-recourse, August 2019 | Rochester Portfolio | ||||
Debt Instrument [Line Items] | ||||
Lease obligation interest rate | 6.00% | |||
Principal Amount | $ 0 | 12,355 | ||
Long-term debt | 0 | 12,355 | ||
Other notes payable | Rochester, NY Non-recourse, August 2021 | Rochester Portfolio | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 12,800 | 0 | ||
Long-term debt | $ 12,147 | $ 0 | ||
Rochester Portfolio | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 12,400 | |||
Real estate debt investments, net | $ 12,800 |
Borrowings - Maturity Schedule
Borrowings - Maturity Schedule (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
October 1 to December 31, 2019 | $ 5,765 |
2020 | 23,760 |
2021 | 76,253 |
2022 | 466,622 |
2023 | 18,820 |
Thereafter | 870,057 |
Total | $ 1,461,277 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - Line of Credit - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2017 | Nov. 30, 2017 | |
Colony NorthStar, Inc. | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 15,000,000 | $ 35,000,000 | $ 35,000,000 | ||
Expiration term (in years) | 1 year | ||||
Line of credit extension term (in months) | 6 months | ||||
Proceeds drawn under line of credit | $ 25,000,000 | ||||
Key Bank | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 | |||
Credit facility term (in years) | 3 years | ||||
LIBOR | Colony NorthStar, Inc. | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate (percentage) | 3.50% | ||||
Minimum | LIBOR | Key Bank | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate (percentage) | 2.50% | ||||
Maximum | LIBOR | Key Bank | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate (percentage) | 3.50% |
Related Party Arrangements - Ad
Related Party Arrangements - Advisor (Narrative) (Details) | 1 Months Ended |
Jun. 30, 2019 | |
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) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2017 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||
Due to related party | $ 4,346 | $ 5,675 | |||
Advisor | Asset Management Fees | |||||
Related Party Transaction [Line Items] | |||||
Monthly asset management fees as a percentage of investment amount | 0.13% | 0.08% | |||
Due to related party | $ 2,500 | ||||
Share repurchase program period (in years) | 2 years | ||||
Advisor | 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% | ||||
Advisor | 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% | ||||
Advisor | 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) | 9 Months Ended |
Sep. 30, 2019USD ($)quarter | |
Related Party Transaction [Line Items] | |
Issuance of common stock as payment for asset management fees | $ 7,500,000 |
Advisor | 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 |
Expense reimbursement period (months) | 12 months |
Advisor | 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% |
Related Party Arrangements - Su
Related Party Arrangements - Summary of Fees and Reimbursements (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | $ 5,675 |
Incurred | 22,572 |
Paid | (23,901) |
Due to related party, ending balance | 4,346 |
Issuance of common stock as payment for asset management fees | 7,500 |
Advisor | Asset management | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, ending balance | 2,500 |
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 | 1,665 |
Incurred | 14,983 |
Paid | (14,983) |
Due to related party, ending balance | 1,665 |
Advisor | Operating costs | General and administrative expenses | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | 4,010 |
Incurred | 7,589 |
Paid | (8,918) |
Due to related party, ending balance | $ 2,681 |
Related Party Arrangements - Is
Related Party Arrangements - Issuance of Common Stock to the Advisor (Narrative) (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | |||||||
Issuance of common stock as payment for asset management fees | $ 7.5 | ||||||
Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Share-based payment of advisor asset management fees (in shares) | 352 | 352 | 352 | 294 | 294 | 294 | 1,100 |
Issuance of common stock as payment for asset management fees | $ 7.5 |
Related Party Arrangements - In
Related Party Arrangements - Investments in Joint Ventures (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Oct. 31, 2018 | Dec. 31, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||
Investment portfolio | $ 1,724,019 | $ 1,778,914 | ||||
Payments to acquire interest in joint venture | $ 39,801 | $ 4,470 | ||||
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) | 23.00% | 29.00% | 23.20% | 29.00% | ||
Investment portfolio | $ 1,200,000 | |||||
Payments to acquire interest in joint venture | $ 201,700 | $ 2,400 | ||||
Ownership interest sold (as a percentage) | 20.00% | |||||
Proceeds from sale of equity method investments | $ 48,000 | |||||
Winterfell | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest (as a percentage) | 20.00% | |||||
Winterfell | Solstice Senior Living | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest (as a percentage) | 80.00% | |||||
Solstice Senior Living | Corporate Joint Venture | ||||||
Related Party Transaction [Line Items] | ||||||
Property management fee expense paid to joint venture | $ 3,900 |
Related Party Arrangements - Sc
Related Party Arrangements - Schedule of Joint Ventures (Details) | Sep. 30, 2019 |
Eclipse | |
Related Party Transaction [Line Items] | |
Ownership interest (as a percentage) | 5.60% |
Griffin-American | |
Related Party Transaction [Line Items] | |
Ownership interest (as a percentage) | 14.30% |
Colony NorthStar, Inc. | Eclipse | |
Related Party Transaction [Line Items] | |
Ownership interest (as a percentage) | 5.60% |
Colony NorthStar, Inc. | Griffin-American | |
Related Party Transaction [Line Items] | |
Ownership interest (as a percentage) | 14.30% |
Related Party Arrangements - Or
Related Party Arrangements - Origination of Mezzanine Loan (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jul. 31, 2015 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | ||
VIE carrying value | $ 282.6 | |
Mezzanine loans | ||
Related Party Transaction [Line Items] | ||
VIE carrying value | $ 75 | |
Mezzanine loans | Espresso | ||
Related Party Transaction [Line Items] | ||
Fixed rate | 10.00% |
Related Party Arrangements - Co
Related Party Arrangements - Colony NorthStar Line of Credit (Narrative) (Details) - Line of Credit - Colony NorthStar, Inc. - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Nov. 30, 2017 | Oct. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | $ 35,000,000 | $ 35,000,000 | $ 15,000,000 |
LIBOR | |||
Related Party Transaction [Line Items] | |||
Interest rate (percentage) | 3.50% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) | Dec. 31, 2014 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Equity-based compensation | ||||||
Equity-based compensation expense | $ 45,000 | $ 45,000 | $ 135,500 | $ 129,490 | ||
Unrecognized equity-based compensation | $ 200,000 | $ 200,000 | $ 200,000 | |||
Restricted stock | ||||||
Equity-based compensation | ||||||
Restricted common shares grant vesting period | 4 years | 2 years | ||||
Unvested shares (in shares) | 30,124.2750621375 | 30,124.2750621375 | 20,827 | |||
Independent Directors | Restricted stock | ||||||
Equity-based compensation | ||||||
Number of shares granted to independent directors (in shares) | 121,977.293264292 | |||||
Aggregate value for restricted common shares granted to independent directors | $ 1,100,000 | $ 1,100,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) shares in Millions, $ in Billions | Feb. 02, 2015 | Jan. 19, 2016 |
Class of Stock [Line Items] | ||
Number of shares issued (in shares) | 108.6 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares issued (in shares) | 173.4 | |
Value of common stock issued | $ 1.7 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distribution Reinvestment Plan (Details) - USD ($) $ / shares in Units, shares in Millions | Feb. 02, 2015 | Jan. 19, 2016 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||||||
Number of shares issued (in shares) | 108.6 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued (in shares) | 173.4 | ||||||||
Value of common stock issued | $ 1,700,000,000 | ||||||||
Dividend Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per share) | $ 7.10 | $ 8.50 | $ 9.10 | $ 8.63 | |||||
Selling commissions or dealer manager fees paid | $ 0 | ||||||||
Notice period served by board of directors to amend or terminate DRP (in days) | 10 days | ||||||||
Dividend Reinvestment Plan | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued (in shares) | 0.7 | 4 | 25.7 | ||||||
Value of common stock issued | $ 4,900,000 | $ 33,700,000 | $ 232,600,000 | ||||||
Initial Distribution Support Agreement | Dividend Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per share) | $ 9.50 | $ 9.50 | |||||||
Follow-on Distribution Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per share) | $ 10.20 | $ 10.20 | |||||||
Percentage of offering price | 95.00% | 95.00% | |||||||
Follow-on Distribution Reinvestment Plan | Dividend Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per share) | $ 9.69 | $ 9.69 |
Stockholders' Equity - Distri_2
Stockholders' Equity - Distributions (Details) - $ / shares | 1 Months Ended | 12 Months Ended | 24 Months Ended |
Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | |||
Daily amount of distribution accrued per share (in dollars per share) | $ 0.000924658 | $ 0.000924658 | $ 0.00184932 |
Annualized distribution (in dollars per share) | $ 0.3375 | $ 0.675 |
Stockholder's Equity - Dividend
Stockholder's Equity - Dividends Declared (Details) $ in Millions | Dec. 31, 2018USD ($) |
Distributions | |
Operating loss carryforwards | $ 73.5 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | |
Equity [Abstract] | ||||
Value of shares repurchased during period | $ 8 | $ 7.4 | $ 25.9 | |
Weighted average number of shares of common stock outstanding (as a percentage) | 5.00% | |||
Shares repurchased during period (in shares) | 1 | 3.3 | ||
Average price per share (in dollars per share) | $ 7.10 | $ 7.91 | ||
Share repurchase program, unfulfilled requests (in shares) | 12 | |||
Share repurchase program, unfulfilled requests | $ 85 | |||
Stock repurchase program, unfilled requests, value per share (in dollars per share) | $ 7.10 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Noncontrolling Interest [Line Items] | ||||
Comprehensive (income) loss attributable to non-controlling interests | $ 73 | $ 66 | $ 439 | $ 397 |
Noncontrolling Interests in Operating Company | ||||
Noncontrolling Interest [Line Items] | ||||
Comprehensive (income) loss attributable to non-controlling interests | $ 0 | $ 0 |
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 | Sep. 30, 2019 | Dec. 31, 2018 |
Financial Assets | ||
Carrying Value | $ 55,649 | $ 58,600 |
Financial Liabilities | ||
Carrying Value | 1,436,542 | 1,466,349 |
Mortgage and other notes payable, net | ||
Financial Liabilities | ||
Principal Amount | 1,461,277 | 1,494,154 |
Carrying Value | 1,436,542 | 1,466,349 |
Fair Value | 1,444,387 | 1,464,533 |
Real estate debt investments, net | ||
Financial Assets | ||
Principal Amount | 75,000 | 75,000 |
Carrying Value | 55,649 | 58,600 |
Fair Value | $ 75,000 | $ 75,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of segments | 5 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Properties (Details) $ in Thousands | 1 Months Ended | 9 Months Ended |
May 31, 2019property | Sep. 30, 2019USD ($)propertyunit | |
Real Estate Properties [Line Items] | ||
Properties Under Management | 75 | |
Units Under Management | unit | 10,515 | |
Property and Other Revenues | $ | $ 220,271 | |
Revenue | ||
Real Estate Properties [Line Items] | ||
Percentage of Total Property and Other Revenues | 100.00% | |
Watermark Retirement Communities | ||
Real Estate Properties [Line Items] | ||
Properties Under Management | 30 | |
Units Under Management | unit | 5,265 | |
Property and Other Revenues | $ | $ 114,092 | |
Watermark Retirement Communities | Revenue | ||
Real Estate Properties [Line Items] | ||
Percentage of Total Property and Other Revenues | 51.80% | |
Solstice Senior Living | ||
Real Estate Properties [Line Items] | ||
Properties Under Management | 32 | |
Units Under Management | unit | 4,000 | |
Property and Other Revenues | $ | $ 79,652 | |
Solstice Senior Living | Revenue | ||
Real Estate Properties [Line Items] | ||
Percentage of Total Property and Other Revenues | 36.20% | |
Avamere Health Services | ||
Real Estate Properties [Line Items] | ||
Properties Under Management | 5 | |
Units Under Management | unit | 453 | |
Property and Other Revenues | $ | $ 12,587 | |
Avamere Health Services | Revenue | ||
Real Estate Properties [Line Items] | ||
Percentage of Total Property and Other Revenues | 5.70% | |
Arcadia Management | ||
Real Estate Properties [Line Items] | ||
Properties Under Management | 4 | |
Units Under Management | unit | 572 | |
Property and Other Revenues | $ | $ 7,961 | |
Arcadia Management | Revenue | ||
Real Estate Properties [Line Items] | ||
Percentage of Total Property and Other Revenues | 3.60% | |
Integral Senior Living | ||
Real Estate Properties [Line Items] | ||
Properties Under Management | 3 | |
Units Under Management | unit | 162 | |
Property and Other Revenues | $ | $ 4,704 | |
Integral Senior Living | Revenue | ||
Real Estate Properties [Line Items] | ||
Percentage of Total Property and Other Revenues | 2.10% | |
Peregrine Senior Living | ||
Real Estate Properties [Line Items] | ||
Properties Under Management | 0 | |
Units Under Management | unit | 0 | |
Property and Other Revenues | $ | $ 598 | |
Number of properties reclassified as held for sale | 2 | |
Peregrine Senior Living | Revenue | ||
Real Estate Properties [Line Items] | ||
Percentage of Total Property and Other Revenues | 0.30% | |
Senior Lifestyle Corporation | ||
Real Estate Properties [Line Items] | ||
Properties Under Management | 1 | |
Units Under Management | unit | 63 | |
Property and Other Revenues | $ | $ 0 | |
Number of properties held for sale | 1 | |
Senior Lifestyle Corporation | Revenue | ||
Real Estate Properties [Line Items] | ||
Percentage of Total Property and Other Revenues | 0.00% | |
Other | ||
Real Estate Properties [Line Items] | ||
Properties Under Management | 0 | |
Units Under Management | unit | 0 | |
Property and Other Revenues | $ | $ 677 | |
Other | Revenue | ||
Real Estate Properties [Line Items] | ||
Percentage of Total Property and Other Revenues | 0.30% | |
Winterfell | Solstice Senior Living | ||
Real Estate Properties [Line Items] | ||
Ownership interest (as a percentage) | 80.00% |
Segment Reporting - Segment Sta
Segment Reporting - Segment Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||||||
Rental and resident fee income | $ 217,858 | |||||||
Net interest income on debt and securities | 7,088 | |||||||
Other revenue | $ 85 | $ 1,015 | $ 1,445 | 2,692 | ||||
Property operating expenses | (45,359) | (47,355) | (135,213) | (141,510) | ||||
Interest expense | (17,218) | (17,677) | (51,908) | (52,408) | ||||
Other expenses related to securitization trust | 0 | 0 | 0 | (811) | ||||
Transaction costs | (29) | 0 | (105) | (806) | ||||
Asset management and other fees - related party | (4,994) | (5,951) | (14,983) | (17,845) | ||||
General and administrative expenses | (2,807) | (2,818) | (8,210) | (9,927) | ||||
Depreciation and amortization | (16,164) | (25,629) | (54,525) | (81,943) | ||||
Impairment of operating real estate | 0 | 0 | (10,146) | (5,239) | ||||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 0 | |||||||
Realized gain (loss) on investments and other | 204 | 726 | 5,926 | 4,221 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (11,643) | (23,291) | (43,122) | (78,630) | ||||
Equity in earnings (losses) of unconsolidated ventures | (3,037) | 16,631 | (7,666) | 3,907 | ||||
Income tax benefit (expense) | (17) | (10) | (38) | (40) | ||||
Net income (loss) | (14,697) | $ (17,460) | $ (18,669) | (6,670) | $ (34,205) | $ (33,888) | (50,826) | (74,763) |
Discount accretion income | 83 | 75 | ||||||
Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Rental and resident fee income | 72,693 | 72,455 | 218,826 | 217,858 | ||||
Net interest income on debt and securities | 1,946 | 1,943 | 5,771 | 6,277 | ||||
Other revenue | 85 | 1,015 | 1,445 | 2,692 | ||||
Property operating expenses | (45,359) | (47,355) | (135,213) | (141,510) | ||||
Interest expense | (17,218) | (17,677) | (51,908) | (52,408) | ||||
Other expenses related to securitization trust | 0 | |||||||
Transaction costs | (29) | 0 | (105) | (806) | ||||
Asset management and other fees - related party | (4,994) | (5,951) | (14,983) | (17,845) | ||||
General and administrative expenses | (2,807) | (2,818) | (8,210) | (9,927) | ||||
Depreciation and amortization | (16,164) | (25,629) | (54,525) | (81,943) | ||||
Impairment of operating real estate | 0 | 0 | (10,146) | (5,239) | ||||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 0 | |||||||
Realized gain (loss) on investments and other | 204 | 726 | 5,926 | 4,221 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (11,643) | (23,291) | (43,122) | (78,630) | ||||
Equity in earnings (losses) of unconsolidated ventures | (3,037) | 16,631 | (7,666) | 3,907 | ||||
Income tax benefit (expense) | (17) | (10) | (38) | (40) | ||||
Net income (loss) | (14,697) | (6,670) | (50,826) | (74,763) | ||||
Operating Segments | Net Lease | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Rental and resident fee income | 8,204 | 8,788 | 25,202 | 25,484 | ||||
Net interest income on debt and securities | 0 | 0 | 0 | 0 | ||||
Other revenue | 0 | 0 | 1 | 0 | ||||
Property operating expenses | (5) | (255) | (5) | (1,089) | ||||
Interest expense | (3,025) | (3,270) | (9,424) | (9,978) | ||||
Other expenses related to securitization trust | 0 | |||||||
Transaction costs | 0 | 0 | 0 | 0 | ||||
Asset management and other fees - related party | 0 | 0 | 0 | 0 | ||||
General and administrative expenses | (47) | (14) | (159) | (70) | ||||
Depreciation and amortization | (3,595) | (3,468) | (10,657) | (10,187) | ||||
Impairment of operating real estate | 0 | 0 | (146) | (2,456) | ||||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 0 | |||||||
Realized gain (loss) on investments and other | 0 | 0 | 5,871 | 0 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 1,532 | 1,781 | 10,683 | 1,704 | ||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||||
Net income (loss) | 1,532 | 1,781 | 10,683 | 1,704 | ||||
Operating Segments | Operating | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Rental and resident fee income | 64,489 | 63,667 | 193,624 | 192,374 | ||||
Net interest income on debt and securities | 0 | 0 | 0 | 0 | ||||
Other revenue | 7 | 846 | 767 | 2,228 | ||||
Property operating expenses | (45,354) | (47,100) | (135,208) | (140,421) | ||||
Interest expense | (14,193) | (14,325) | (42,382) | (42,237) | ||||
Other expenses related to securitization trust | 0 | |||||||
Transaction costs | (29) | 0 | (105) | (762) | ||||
Asset management and other fees - related party | 0 | 0 | 0 | 0 | ||||
General and administrative expenses | 19 | (218) | (17) | (664) | ||||
Depreciation and amortization | (12,569) | (22,161) | (43,868) | (71,756) | ||||
Impairment of operating real estate | 0 | 0 | (10,000) | (2,783) | ||||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 0 | |||||||
Realized gain (loss) on investments and other | 204 | 726 | 431 | 726 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (7,426) | (18,565) | (36,758) | (63,295) | ||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax benefit (expense) | (17) | (10) | (38) | (40) | ||||
Net income (loss) | (7,443) | (18,575) | (36,796) | (63,335) | ||||
Operating Segments | Unconsolidated Investments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Rental and resident fee income | 0 | 0 | 0 | 0 | ||||
Net interest income on debt and securities | 0 | 0 | 0 | 0 | ||||
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 | |||||||
Transaction costs | 0 | 0 | 0 | 0 | ||||
Asset management and other fees - related party | 0 | 0 | 0 | 0 | ||||
General and administrative expenses | 0 | 0 | 0 | 0 | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||
Impairment of operating real estate | 0 | 0 | 0 | 0 | ||||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 0 | |||||||
Realized gain (loss) on investments and other | 0 | 0 | 0 | 0 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 0 | 0 | 0 | 0 | ||||
Equity in earnings (losses) of unconsolidated ventures | (3,037) | 16,631 | (7,666) | 3,907 | ||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||||
Net income (loss) | (3,037) | 16,631 | (7,666) | 3,907 | ||||
Operating Segments | Debt and Securities | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Rental and resident fee income | 0 | 0 | 0 | 0 | ||||
Net interest income on debt and securities | 1,946 | 1,943 | 5,771 | 6,591 | ||||
Other revenue | 10 | 0 | 29 | 0 | ||||
Property operating expenses | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Other expenses related to securitization trust | 0 | |||||||
Transaction costs | 0 | 0 | 0 | 0 | ||||
Asset management and other fees - related party | 0 | 0 | 0 | 0 | ||||
General and administrative expenses | (10) | (10) | (28) | (34) | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||
Impairment of operating real estate | 0 | 0 | 0 | 0 | ||||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | (314) | |||||||
Realized gain (loss) on investments and other | 0 | 0 | 0 | 3,495 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 1,946 | 1,933 | 5,772 | 9,738 | ||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||||
Net income (loss) | 1,946 | 1,933 | 5,772 | 9,738 | ||||
Operating Segments | Corporate | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Rental and resident fee income | 0 | 0 | 0 | 0 | ||||
Net interest income on debt and securities | 0 | 0 | 0 | (314) | ||||
Other revenue | 68 | 169 | 648 | 464 | ||||
Property operating expenses | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | (82) | (102) | (193) | ||||
Other expenses related to securitization trust | 0 | |||||||
Transaction costs | 0 | 0 | 0 | (44) | ||||
Asset management and other fees - related party | (4,994) | (5,951) | (14,983) | (17,845) | ||||
General and administrative expenses | (2,769) | (2,576) | (8,006) | (9,159) | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||
Impairment of operating real estate | 0 | 0 | 0 | 0 | ||||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 314 | |||||||
Realized gain (loss) on investments and other | 0 | 0 | (376) | 0 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (7,695) | (8,440) | (22,819) | (26,777) | ||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||||
Net income (loss) | $ (7,695) | $ (8,440) | $ (22,819) | (26,777) | ||||
Discount accretion income | 300 | |||||||
Segment Reconciling Items | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Rental and resident fee income | 0 | |||||||
Net interest income on debt and securities | 811 | |||||||
Other revenue | 0 | |||||||
Property operating expenses | 0 | |||||||
Interest expense | 0 | |||||||
Other expenses related to securitization trust | (811) | |||||||
Transaction costs | 0 | |||||||
Asset management and other fees - related party | 0 | |||||||
General and administrative expenses | 0 | |||||||
Depreciation and amortization | 0 | |||||||
Impairment of operating real estate | 0 | |||||||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 0 | |||||||
Realized gain (loss) on investments and other | 0 | |||||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 0 | |||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | |||||||
Income tax benefit (expense) | 0 | |||||||
Net income (loss) | $ 0 |
Segment Reporting - Summary of
Segment Reporting - Summary of Assets by Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Assets | [1] | $ 2,173,018 | $ 2,264,416 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | 2,173,018 | 2,264,416 | |
Operating Segments | Direct Investments - Net Lease Segment | |||
Segment Reporting Information [Line Items] | |||
Assets | 376,041 | 394,697 | |
Operating Segments | Direct Investments - Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Assets | 1,442,651 | 1,481,522 | |
Operating Segments | Unconsolidated Investments | |||
Segment Reporting Information [Line Items] | |||
Assets | 282,551 | 264,317 | |
Operating Segments | Debt and Securities | |||
Segment Reporting Information [Line Items] | |||
Assets | 56,678 | 59,620 | |
Operating Segments | Corporate | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 15,097 | $ 64,260 | |
[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 September 30, 2019, the Operating Partnership includes $0.6 billion and $0.5 billion of assets and liabilities, respectively, of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 07, 2019 | Dec. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | |
Subsequent Event [Line Items] | |||||
Shares repurchased during period (in shares) | 1 | 3.3 | |||
Value of shares repurchased during period | $ 8 | $ 7.4 | $ 25.9 | ||
Weighted average price of shares repurchased (in dollars per share) | $ 7.10 | $ 7.91 | |||
Share repurchase program, unfulfilled requests (in shares) | 12 | ||||
Share repurchase program, unfulfilled requests | $ 85 | ||||
Stock repurchase program, unfilled requests, value per share (in dollars per share) | $ 7.10 | ||||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Shares repurchased during period (in shares) | 0.5 | ||||
Value of shares repurchased during period | $ 3.3 | ||||
Weighted average price of shares repurchased (in dollars per share) | $ 7.10 |