Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | NorthStar Healthcare Income, Inc. | |
Entity Central Index Key | 0001503707 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 190,153,995 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Assets | |||
Cash and cash equivalents | $ 72,305 | $ 41,884 | |
Restricted cash | 26,504 | 16,936 | |
Operating real estate, net | 1,571,696 | 1,700,218 | |
Investments in unconsolidated ventures | 230,257 | 268,894 | |
Real estate debt investments, net | 55,038 | 55,468 | |
Assets held for sale | 0 | 1,649 | |
Receivables, net | 15,650 | 13,314 | |
Deferred costs and intangible assets, net | 26,951 | 28,355 | |
Other assets | 9,561 | 14,489 | |
Total assets | [1] | 2,007,962 | 2,141,207 |
Liabilities | |||
Mortgage and other notes payable, net | 1,421,453 | 1,431,922 | |
Line of credit - related party | 35,000 | 0 | |
Due to related party | 3,884 | 5,780 | |
Escrow deposits payable | 4,429 | 3,292 | |
Accounts payable and accrued expenses | 37,025 | 28,135 | |
Other liabilities | 4,124 | 4,574 | |
Total liabilities | [1] | 1,505,915 | 1,473,703 |
Commitments and contingencies (Note 13) | |||
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, 2020 and December 31, 2019 | 0 | 0 | |
Common stock, $0.01 par value, 400,000,000 shares authorized, 190,020,662 and 189,111,561 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 1,900 | 1,891 | |
Additional paid-in capital | 1,707,876 | 1,702,260 | |
Retained earnings (accumulated deficit) | (1,211,046) | (1,041,297) | |
Accumulated other comprehensive income (loss) | (869) | (470) | |
Total NorthStar Healthcare Income, Inc. stockholders’ equity | 497,861 | 662,384 | |
Non-controlling interests | 4,186 | 5,120 | |
Total equity | 502,047 | 667,504 | |
Total liabilities and equity | $ 2,007,962 | $ 2,141,207 | |
[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, 2020, 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 Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | ||
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) | 190,020,662 | 189,111,561 | |
Common stock, shares outstanding (in shares) | 190,020,662 | 189,111,561 | |
Assets | [1] | $ 2,007,962 | $ 2,141,207 |
Total liabilities | [1] | $ 1,505,915 | $ 1,473,703 |
Primary Beneficiary | |||
Ownership interest in operating partnership | 99.99% | ||
Northstar Healthcare Income Operating Partnership, LP | Primary Beneficiary | |||
Ownership interest in operating partnership | 99.99% | ||
Assets | $ 600,000 | ||
Total liabilities | $ 500,000 | ||
[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, 2020, the Operating Partnership includes $0.6 billion and $0.5 billion of assets and liabilities, respectively, of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property and other revenues | ||||
Resident fee income | $ 28,006 | $ 32,283 | $ 90,033 | $ 97,658 |
Rental income | 39,114 | 40,410 | 118,309 | 121,168 |
Other revenue | 635 | 85 | 1,612 | 1,445 |
Total property and other revenues | 67,755 | 72,778 | 209,954 | 220,271 |
Interest income | ||||
Interest income on debt investments | 1,927 | 1,946 | 5,738 | 5,771 |
Expenses | ||||
Real estate properties - operating expenses | 46,501 | 45,359 | 137,530 | 135,213 |
Interest expense | 16,459 | 17,218 | 49,591 | 51,908 |
Transaction costs | 0 | 29 | 7 | 105 |
Asset management and other fees - related party | 4,431 | 4,994 | 13,293 | 14,983 |
General and administrative expenses | 3,446 | 2,807 | 8,763 | 8,210 |
Depreciation and amortization | 15,945 | 16,164 | 48,929 | 54,525 |
Impairment loss | 0 | 0 | 91,437 | 10,146 |
Total expenses | 86,782 | 86,571 | 349,550 | 275,090 |
Other income (loss) | ||||
Realized gain (loss) on investments and other | 0 | 204 | 0 | 5,926 |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax expense | (17,100) | (11,643) | (133,858) | (43,122) |
Equity in earnings (losses) of unconsolidated ventures | (1,043) | (3,037) | (36,799) | (7,666) |
Income tax expense | (15) | (17) | (43) | (38) |
Net income (loss) | (18,158) | (14,697) | (170,700) | (50,826) |
Net (income) loss attributable to non-controlling interests | 171 | 73 | 951 | 439 |
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ (17,987) | $ (14,624) | $ (169,749) | $ (50,387) |
Net income (loss) per share of common stock, basic/diluted (in dollars per share) | $ (0.09) | $ (0.08) | $ (0.90) | $ (0.27) |
Weighted average number of shares of common stock outstanding, basic/diluted (in shares) | 189,756,911 | 189,094,572 | 189,378,629 | 189,061,291 |
Distributions declared per share of common stock (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0.03 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (18,158) | $ (14,697) | $ (170,700) | $ (50,826) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments related to investment in unconsolidated venture | 459 | 786 | (399) | (88) |
Total other comprehensive income (loss) | 459 | 786 | (399) | (88) |
Comprehensive income (loss) | (17,699) | (13,911) | (171,099) | (50,914) |
Comprehensive (income) loss attributable to non-controlling interests | 171 | 73 | 951 | 439 |
Comprehensive income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ (17,528) | $ (13,838) | $ (170,148) | $ (50,475) |
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, 2018 | 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 | 188,495,000 | ||||||
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 | |||||||
Other comprehensive income (loss) | (88) | ||||||
Net income (loss) | (50,826) | ||||||
Ending Balance (in shares) at Sep. 30, 2019 | 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 | 189,219,000 | ||||||
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 Dec. 31, 2019 | 189,111,561 | 189,111,000 | |||||
Beginning Balance at Dec. 31, 2019 | $ 667,504 | $ 1,891 | 1,702,260 | (1,041,297) | (470) | 662,384 | 5,120 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 400,000 | ||||||
Share-based payment of advisor asset management fees | 2,500 | $ 4 | 2,496 | 2,500 | |||
Issuance and amortization of equity-based compensation | 38 | 38 | 38 | ||||
Non-controlling interests - contributions | 86 | 86 | |||||
Non-controlling interests - distributions | (85) | (85) | |||||
Shares redeemed for cash (in shares) | (320,000) | ||||||
Shares redeemed for cash | (1,998) | $ (3) | (1,995) | (1,998) | |||
Other comprehensive income (loss) | (1,044) | (1,044) | (1,044) | ||||
Net income (loss) | (12,547) | (12,481) | (12,481) | (66) | |||
Ending Balance (in shares) at Mar. 31, 2020 | 189,191,000 | ||||||
Ending Balance at Mar. 31, 2020 | $ 654,454 | $ 1,892 | 1,702,799 | (1,053,778) | (1,514) | 649,399 | 5,055 |
Beginning Balance (in shares) at Dec. 31, 2019 | 189,111,561 | 189,111,000 | |||||
Beginning Balance at Dec. 31, 2019 | $ 667,504 | $ 1,891 | 1,702,260 | (1,041,297) | (470) | 662,384 | 5,120 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 1,200,000 | ||||||
Other comprehensive income (loss) | $ (399) | ||||||
Net income (loss) | $ (170,700) | ||||||
Ending Balance (in shares) at Sep. 30, 2020 | 190,020,662 | 190,020,000 | |||||
Ending Balance at Sep. 30, 2020 | $ 502,047 | $ 1,900 | 1,707,876 | (1,211,046) | (869) | 497,861 | 4,186 |
Beginning Balance (in shares) at Mar. 31, 2020 | 189,191,000 | ||||||
Beginning Balance at Mar. 31, 2020 | 654,454 | $ 1,892 | 1,702,799 | (1,053,778) | (1,514) | 649,399 | 5,055 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 400,000 | ||||||
Share-based payment of advisor asset management fees | 2,500 | $ 4 | 2,496 | 2,500 | |||
Issuance and amortization of equity-based compensation (in shares) | 29,000 | ||||||
Issuance and amortization of equity-based compensation | 39 | 39 | 39 | ||||
Non-controlling interests - contributions | 7 | 7 | |||||
Non-controlling interests - distributions | (54) | (54) | |||||
Other comprehensive income (loss) | 186 | 186 | 186 | ||||
Net income (loss) | (139,995) | (139,281) | (139,281) | (714) | |||
Ending Balance (in shares) at Jun. 30, 2020 | 189,620,000 | ||||||
Ending Balance at Jun. 30, 2020 | 517,137 | $ 1,896 | 1,705,334 | (1,193,059) | (1,328) | 512,843 | 4,294 |
Increase (Decrease) in Stockholder's Equity | |||||||
Share-based payment of advisor asset management fees (in shares) | 400,000 | ||||||
Share-based payment of advisor asset management fees | 2,500 | $ 4 | 2,496 | 2,500 | |||
Issuance and amortization of equity-based compensation (in shares) | 0 | ||||||
Issuance and amortization of equity-based compensation | 46 | 46 | 46 | ||||
Non-controlling interests - contributions | 75 | 75 | |||||
Non-controlling interests - distributions | (12) | (12) | |||||
Other comprehensive income (loss) | 459 | 459 | 459 | ||||
Net income (loss) | $ (18,158) | (17,987) | (17,987) | (171) | |||
Ending Balance (in shares) at Sep. 30, 2020 | 190,020,662 | 190,020,000 | |||||
Ending Balance at Sep. 30, 2020 | $ 502,047 | $ 1,900 | $ 1,707,876 | $ (1,211,046) | $ (869) | $ 497,861 | $ 4,186 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (170,700) | $ (50,826) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Equity in (earnings) losses of unconsolidated ventures | 36,799 | 7,666 |
Depreciation and amortization | 48,929 | 54,525 |
Impairment loss | 91,437 | 10,146 |
Capitalized interest for mortgage and other notes payable | 222 | 193 |
Amortization of below market debt | 2,311 | 2,253 |
Straight-line rental income, net and amortization of lease inducements | 224 | (478) |
Amortization of discount/accretion of premium on investments | (92) | (83) |
Amortization of deferred financing costs | 1,416 | 1,367 |
Amortization of equity-based compensation | 123 | 136 |
Realized (gain) loss on investments and other | 0 | (5,926) |
Allowance for uncollectible accounts | 1,803 | 595 |
Issuance of common stock as payment for asset management fees | 7,500 | 7,500 |
Changes in assets and liabilities: | ||
Receivables | (4,363) | (790) |
Other assets | 4,961 | (644) |
Due to related party | (1,896) | (1,330) |
Escrow deposits payable | 1,137 | 1,739 |
Accounts payable and accrued expenses | 8,274 | (5,257) |
Other liabilities | (105) | (743) |
Net cash provided by operating activities | 27,980 | 20,043 |
Cash flows from investing activities: | ||
Capital expenditures for operating real estate | (8,990) | (14,644) |
Sale of operating real estate | 927 | 19,618 |
Investment in unconsolidated ventures | 0 | (39,801) |
Distributions from unconsolidated ventures | 1,963 | 16,846 |
Other assets | (35) | 934 |
Net cash (used in) investing activities | (6,135) | (17,047) |
Cash flows from financing activities: | ||
Borrowings from mortgage notes | 0 | 12,800 |
Repayment of mortgage notes | (14,418) | (45,868) |
Borrowings from line of credit - related party | 35,000 | 0 |
Payment of deferred financing costs | 0 | (708) |
Payments under finance leases | (457) | (424) |
Shares redeemed for cash | (1,998) | (7,416) |
Distributions paid on common stock | 0 | (10,813) |
Proceeds from distribution reinvestment plan | 0 | 4,876 |
Contributions from non-controlling interests | 168 | 430 |
Distributions to non-controlling interests | (151) | (213) |
Net cash provided by (used in) financing activities | 18,144 | (47,336) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 39,989 | (44,340) |
Cash, cash equivalents and restricted cash-beginning of period | 58,820 | 94,508 |
Cash, cash equivalents and restricted cash-end of period | 98,809 | 50,168 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrued capital expenditures | 616 | 835 |
Assets acquired under finance leases | $ 112 | $ 0 |
Business and Organization
Business and Organization | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and December 31, 2019. 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, 2020, 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. From inception through September 30, 2020, 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. Impact of COVID-19 At the time of preparation of the third quarter 2020 financial statements, the world is continuing to face a global pandemic, the coronavirus 2019 (“COVID-19”). Efforts to address the pandemic continue to significantly impact economic and financial markets globally and across all facets of industries, including real estate. Specifically, the Company's healthcare real estate business and investments have experienced a myriad of challenges, including, but not limited to, declines in resident occupancy and operating cash flows, increases in cost burden faced by operators, lease concessions sought by tenants, and a stressed market affecting real estate values in general. Most of these COVID-19 effects on the Company's business significantly impacted results of operations beginning with the three months ended June 30, 2020, and continuing through the three months ended September 30, 2020. At this time, the Company anticipates these pronounced and significant effects to be sustained and continue in future periods. While the Company itself has the ability to meet its near term liquidity needs, general market concerns over credit and liquidity continue to permeate in an economic downturn environment. The effects of COVID-19 may also lead to heightened risk of litigation at the investment and corporate level, with an ensuing increase in litigation and related costs. If a general economic downturn resulting from efforts to contain COVID-19 persists over an extended period of time, this could have a prolonged negative impact on the Company's financial condition and results of operations. At this time, as the extent and duration of the increasingly broad effects of COVID-19 on the global economy remain unclear, it is difficult for the Company to assess and estimate the impact on the Company's results of operations with any meaningful precision. Accordingly, any estimates of the effects of COVID-19 as reflected and or discussed in these financial statements are based upon the Company's best estimates using information known to the Company as of the date of this Quarterly Report on Form 10-Q, and such estimates may change, the effects of which could be material. The Company will continue to monitor the progression of COVID-19 and reassess its effects on the Company’s results of operations and recoverability in value across its assets as conditions change. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019, which was filed with the U.S. Securities and Exchange Commission on March 23, 2020. Reclassifications Certain prior period amounts have been reclassified on the consolidated statements of cash flows from the supplemental disclosure of non-cash investing and financing activities to adjustments to reconcile net income (loss) to net cash provided by operating activities to conform to current period presentation. Further, federal COVID-19 provider relief funds, which totaled $0.8 million for the three months ended June 30, 2020 and presented as resident fee income have been reclassified to other revenue on the consolidated statements of operations during the three months ended September 30, 2020. Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity (“VIE”) for which the Company is deemed to be the primary beneficiary or if the Company has the power to control an entity through majority voting interest or other arrangements. 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, 2020, 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, 2020 is $553.2 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, 2020 is $460.5 million, collateralized by the real estate assets of the related consolidated VIEs. Unconsolidated VIEs As of September 30, 2020, the Company identified unconsolidated VIEs related to its real estate equity investments with a carrying value of $230.3 million. The Company’s maximum exposure to loss as of September 30, 2020 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, 2020. The Company did not provide financial support to its unconsolidated VIEs during the nine months ended September 30, 2020. As of September 30, 2020, 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. 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 operating real estate (escrows for taxes, insurance, capital expenditures, security deposits received from tenants and payments required under certain lease agreements) and other escrows required by lenders of the Company’s borrowings. 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, 2020 (Unaudited) December 31, 2019 Cash and cash equivalents $ 72,305 $ 41,884 Restricted cash 26,504 16,936 Total cash, cash equivalents and restricted cash $ 98,809 $ 58,820 Operating Real Estate Operating real estate is carried at historical cost less accumulated depreciation. 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 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 asset is available for its intended use. 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. Right of Use (“ROU”) - Finance Assets The Company has entered into finance leases for equipment totaling $3.5 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, 2020 and 2019, 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, which are included in other liabilities on the Company’s consolidated balance sheets (dollars in thousands): October 1 to December 31, 2020 $ 174 Years Ending December 31: 2021 670 2022 577 2023 155 2024 59 Thereafter 26 Total minimum lease payments $ 1,661 Less: Amount representing interest $ (135) Present value of minimum lease payments $ 1,526 The weighted average interest rate related to the finance lease obligations is 6.2% with a weighted average lease term of 2.6 years. As of September 30, 2020, 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, 2020, the Company did not have any assets classified as held for sale. As of December 31, 2019, the Company classified one operating real estate property within the Peregrine portfolio as held for sale, which was sold during the three months ended September 30, 2020. 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 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. Refer to “—Credit Losses on Real Estate Debt Investments and Receivables” for additional information on estimated credit loses for real estate debt investments. 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, such as the value of in-place leases, goodwill and other intangibles, based on estimated fair value at the acquisition date. The value allocated to the identified intangibles is amortized over the remaining lease term. In-place leases are amortized into depreciation and amortization expense. Impairment analysis for identified intangible assets is performed in connection with the impairment assessment of the related operating real estate. An impairment establishes a new basis for the identified intangible asset and any impairment loss recognized is not subject to subsequent reversal. Refer to “—Credit Losses and Impairment on Investments - Operating Real Estate” for additional information. 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. The Company considered whether changes in the current economic environment as a result of the COVID-19 pandemic and the impact thereof on the Company’s healthcare real estate business represent indicators of potential impairment to goodwill. As COVID-19 has resulted in limited admissions at the Company’s properties, which have decreased resident fee income, and increased cost burdens and operating expenses, the Company has determined the impact of COVID-19 to be a potential indicator of impairment to goodwill during the three months ended June 30, 2020 and September 30, 2020, respectively. Accordingly, the Company performed an impairment test for goodwill as of June 30, 2020 and September 30, 2020 and has concluded that the fair value of its goodwill reporting unit remains greater than its carrying value and has not recorded impairment to goodwill during the nine months ended September 30, 2020. The Company utilized future net cash flows expected to be generated by the properties in discounted cash flow analysis using terminal capitalization rates ranging from 6.50% to 7.75% and discount rates ranging from 7.75% to 9.25%. For the goodwill impairment tests performed as of June 30, 2020 and September 30, 2020, respectively, the Company concluded that the fair value of the goodwill reporting unit was less than 5% in excess of its carrying value. If a general economic downturn resulting from efforts to contain COVID-19 persists over an extended period of time, this could have a prolonged negative impact on the performance of the Company's operating real estate. At this time, as the extent and duration of the increasingly broad effects of COVID-19 on the global economy remain unclear, it is difficult for the Company to assess and estimate the impact with any meaningful precision. Identified intangible assets are recorded in deferred costs and intangible assets, net on the consolidated balance sheets. The following table presents deferred costs and intangible assets, net (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Deferred costs and intangible assets, net: In-place lease value, net $ 5,086 $ 6,437 Goodwill 21,387 21,387 Certificate of need intangible assets 380 380 Subtotal intangible assets 26,853 28,204 Deferred costs, net 98 151 Total $ 26,951 $ 28,355 The Company recorded $1.4 million and $7.8 million of amortization expense for in-place leases and deferred costs for the nine months ended September 30, 2020 and 2019, respectively. In-place lease value, net includes a gross asset amount of $130.0 million for in-place leases related to the Company’s direct investment - net lease properties, of which $125.0 million has been amortized as of September 30, 2020. All other in-place leases related to the Company’s direct investment - operating properties have been fully amortized as of September 30, 2020. The following table presents future amortization of in-place lease value and deferred costs (dollars in thousands): October 1 to December 31, 2020 $ 468 Years Ending December 31: 2021 1,871 2022 593 2023 337 2024 337 Thereafter 1,578 Total $ 5,184 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, 2020, the Company did not incur any acquisition fees or expenses to the Advisor or third parties. The Company records as an expense for 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 (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Other assets: Healthcare facility regulatory reserve deposit (1) $ — $ 6,000 Remainder interest in condominium units (2) 2,327 2,327 Prepaid expenses 4,547 3,841 Lease / rent inducements, net 2,065 1,636 Utility deposits 314 317 Other 308 368 Total $ 9,561 $ 14,489 _______________________________________ (1) As of September 30, 2020, the Company is in possession of the regulatory reserve deposit and, accordingly, the amount totaling $6.0 million has been reclassified to restricted cash. (2) Represents future interests in property subject to life estates. 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 and 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 ALFs, MCFs and CCRCs is recorded in resident fee income 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. This assessment is based on several qualitative and quantitative factors, including and as appropriate, the payment history, ability to satisfy its lease obligations, the value of the underlying collateral or deposit, if any, and current economic conditions. 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. For the nine months ended September 30, 2020, the tenant of the Peregrine portfolio failed to remit rental payments and accordingly no rental income was recognized. Further, the Company continues to monitor the tenant for the Arbors portfolio, which is currently in lease default as a result of failing to remit rent timely and satisfy other conditions under its lease. As of September 30, 2020, the Company expects rent collection to be probable for the Arbors portfolio. For the three months ended September 30, 2020 and 2019, total property and other revenues includes variable lease revenues of $2.6 million and $4.2 million, respectively. For the nine months ended September 30, 2020 and 2019, total property and other revenues includes variable lease revenues of $10.9 million and $12.3 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. In addition, total property and other revenues includes federal COVID-19 provider relief funds received by the Company’s operating facilities, totaling $0.6 million and $1.4 million for the three and nine months ended September 30, 2020, respectively. Lease Concessions Related to COVID-19 As a result of the COVID-19 crisis, the Company continues to engage with affected tenants on a case-by-case basis to evaluate and respond to the current environment and assess the potential for flexible payment terms. For lease concessions resulting directly from the impact of COVID-19 that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee, for example, where total payments required by the modified contract will be substantially the same as or less than the original contract, the Company made a policy election to account for the concessions as though the enforceable rights and obligations for those concessions existed in the lease contracts, under a relief provided by the Financial Accounting Standards Board (“FASB”). Under the relief, the concessions will not be treated as lease modifications that are accounted for over the remaining term of the respective leases, as the Company believes this would not accurately reflect the temporary economic effect of the concessions. Instead, (i) rent deferrals that meet the criteria will be treated as if no changes were made to the lease contract, with continued recognition of lease income and receivable under the original terms of the contract; and (ii) rent forgiveness that meets the criteria will be accounted for as variable lease payments in the affected periods. Effective June 1, 2020, the Company granted a lease concession to the tenant of its Fountains net lease portfolio. The concession allowed the tenant to defer a portion of contractual rent payments for a 90-day period, with full contractual rent to be repaid over the 12 months following the concession period. The lease concession provided the tenant relief consistent with the debt forbearance received from the lender of the properties in the portfolio. The amount of the deferred rental payments under the lease concession totaled $3.9 million. The lease concession period ended on August 31, 2020 and the tenant has resumed remitting contractual rent payments, including amounts related to deferred rent granted under the lease concession. As there has not been substantive changes to the original lease or changes in total cash flows, the concession will not be treated as a lease modification and the Company will continue to recognize lease income and receivables under the original terms of the lease. 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. 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 investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an 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. Impairment on Operating Real Estate and Investments in Unconsolidated Ventures 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 it |
Operating Real Estate
Operating Real Estate | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Operating Real Estate | Operating Real Estate The following table presents operating real estate, net (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Land $ 236,036 $ 236,036 Land improvements 23,700 23,287 Buildings and improvements 1,466,252 1,551,113 Tenant improvements 16,041 14,642 Construction in progress 1,593 4,956 Furniture, fixtures and equipment 106,408 100,998 Subtotal $ 1,850,030 $ 1,931,032 Less: Accumulated depreciation (278,334) (230,814) Operating real estate, net $ 1,571,696 $ 1,700,218 For the three and nine months ended September 30, 2020 depreciation expense was $15.5 million and $47.5 million, respectively. For the three and nine months ended September 30, 2019, depreciation expense was $15.7 million and $46.8 million, respectively. Within the table above, buildings and improvements have been reduced by impairment totaling $148.7 million and $58.0 million as of September 30, 2020 and December 31, 2019, respectively. Impairment loss, as presented on the consolidated statements of operations, totaled $91.4 million and $10.1 million for the nine months ended September 30, 2020 and 2019, respectively. Refer to Note 2, “Summary of Significant Accounting Policies” for further discussion. Net lease rental properties owned as of September 30, 2020 have current lease expirations ranging from 2022 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. |
Investments in Unconsolidated V
Investments in Unconsolidated Ventures | 9 Months Ended |
Sep. 30, 2020 | |
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 (dollars in thousands): Carrying Value Portfolio Acquisition Date Ownership September 30, 2020 (Unaudited) December 31, 2019 (1) Eclipse May-2014 5.6 % $ 5,715 $ 9,483 Envoy (2) Sep-2014 11.4 % 9 399 Griffin-American Dec-2014 14.3 % 85,807 125,597 Espresso (3) Jul-2015 36.7 % — — Trilogy (4) Dec-2015 23.2 % 138,726 133,361 Subtotal $ 230,257 $ 268,840 Operator Platform (5) Jul-2017 20.0 % — 54 Total $ 230,257 $ 268,894 _______________________________________ (1) 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. (2) In March 2019, the Envoy joint venture completed the sale of its remaining 11 properties for a sales price of $118.0 million, which generated net proceeds to the Company totaling $4.3 million. The Company’s carrying value for its investment in the Envoy joint venture represents additional proceeds to be received upon satisfaction of certain conditions under the sale. (3) 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. (4) 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%. (5) Represents 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 management company of ILF, ALF and MCF founded in 2000, which owns 80.0%, and the Company, which owns 20.0%. As a result of losses recorded by the joint venture, the Company’s carrying value of its Solstice unconsolidated investment was reduced to zero in the third quarter of 2020. Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Portfolio Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distribution Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distribution Eclipse $ (191) $ (463) $ — $ 1,090 $ 750 $ 2,286 Envoy — — 198 — — — Griffin-American 185 (2,273) — (3,626) (6,234) 1,030 Espresso 60 (2,814) — (667) (2,274) — Trilogy (1,091) (3,052) — 156 (3,776) 1,451 Subtotal $ (1,037) $ (8,602) $ 198 $ (3,047) $ (11,534) $ 4,767 Operator Platform (2) (6) — — 10 — — Total $ (1,043) $ (8,602) $ 198 $ (3,037) $ (11,534) $ 4,767 _______________________________________ (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. During the three months ended September 30, 2020, the Company's unconsolidated investment in Solstice was reduced to zero. The Company did not recognize its proportionate share of losses from the joint venture totaling approximately $20,000. Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 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 $ (3,683) $ (4,381) $ 86 $ 758 $ (402) $ 2,573 Envoy — — 390 96 (822) 4,339 (4) Griffin-American (37,905) (44,729) 1,487 (7,654) (16,046) 5,581 Espresso (522) (8,256) — (3,034) (6,324) — Trilogy (2) 5,365 (10,404) — 2,188 (10,433) 4,353 Subtotal $ (36,745) $ (67,770) $ 1,963 $ (7,646) $ (34,027) $ 16,846 Operator Platform (3) (54) — — (20) — — Total $ (36,799) $ (67,770) $ 1,963 $ (7,666) $ (34,027) $ 16,846 _______________________________________ (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) For the nine months ended September 30, 2020 included in equity in earnings for the Trilogy joint venture is revenue recognized for federal COVID-19 provider relief funds totaling $30.7 million, of which the Company’s proportionate share totaled $7.1 million. (3) Represents the Company’s investment in Solstice. During the three months ended September 30, 2020, the Company's unconsolidated investment in Solstice was reduced to zero. The Company did not recognize its proportionate share of losses from the joint venture totaling approximately $20,000. (4) In March 2019, the Envoy joint venture completed the sale of its remaining 11 properties for a sales price of $118.0 million, which generated net proceeds to the Company totaling $4.3 million. Summarized Financial Data The combined balance sheets as of September 30, 2020 and December 31, 2019 and combined statements of operations for the three and nine months ended September 30, 2020 and 2019, for the Company’s Griffin-American and Trilogy unconsolidated ventures are as follows (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Assets Operating real estate, net $ 3,360,236 $ 3,566,586 Total revenues $ 315,560 $ 320,978 $ 986,221 $ 977,874 Other assets 1,106,302 1,053,433 Net income (loss) $ (3,398) $ (24,665) $ (241,754) $ (44,048) Total assets $ 4,466,538 $ 4,620,019 Liabilities and equity Total liabilities $ 3,359,633 $ 3,257,970 Equity 1,106,905 1,362,049 Total liabilities and equity $ 4,466,538 $ 4,620,019 |
Real Estate Debt Investments
Real Estate Debt Investments | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Real Estate Debt Investments | Real Estate Debt Investments The following table presents the Company’s one debt investment (dollars in thousands): Carrying Value (1) Asset Type: Principal Amount September 30, 2020 (Unaudited) December 31, 2019 Fixed Rate Unlevered Current Yield Final Maturity Date Mezzanine loan (1) $ 74,182 $ 55,038 $ 55,468 10.0 % 10.3 % Jan 2021 _______________________________________ (1) 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, 2020 and December 31, 2019, the cumulative excess equity in losses included in the mezzanine loan carrying value were $19.1 million and $18.6 million, respectively. The Company evaluates its debt investment at least quarterly 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. The Company considers historical credit loss information, current conditions, the effects of expectations of changes in future macroeconomic conditions as well as reasonable and supportable forecasts. As of September 30, 2020, the Company’s debt investment was performing in accordance with the contractual terms of its governing documents. Although various defaults under leases and senior secured loans existed as of September 30, 2020, none of these defaults resulted in a default under the Company’s debt investment as of September 30, 2020. The Company continues to assess the collectability of principal and interest and expects to receive full payment of contractual interest and recover the principal outstanding. As of September 30, 2020, contractual debt service has been paid in accordance with contractual terms. The Company is in discussions with its borrower regarding the upcoming maturity of the debt investment. For the nine months ended September 30, 2020, the mezzanine loan represented 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, 2020 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The following table presents the Company’s mortgage and other notes payable (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Recourse vs. Non-Recourse Final Contractual Interest Rate (1) Principal Amount (2) Carrying Value (2) Principal (2) Carrying (2) Mortgage notes payable, net Watermark Aqua Portfolio Denver, CO Non-recourse Feb 2021 LIBOR + 2.92% $ 20,350 $ 20,334 $ 20,547 $ 20,500 Frisco, TX Non-recourse Mar 2021 LIBOR + 3.04% 18,882 18,867 19,170 19,127 Milford, OH Non-recourse Sep 2026 LIBOR + 2.68% 18,760 18,407 18,760 18,357 Rochester Portfolio Rochester, NY Non-recourse Feb 2025 4.25% 19,907 19,824 20,228 20,131 Rochester, NY (3) Non-recourse Aug 2027 LIBOR + 2.34% 101,224 100,352 101,224 100,267 Rochester, NY Non-recourse Aug 2021 LIBOR + 2.90% 12,800 12,493 12,800 12,232 Arbors Portfolio (4) Various locations Non-recourse Feb 2025 3.99% 87,756 86,920 89,026 88,020 Watermark Fountains Portfolio (5) Various locations Non-recourse Jun 2022 3.92% 388,680 387,492 392,269 390,508 Various locations Non-recourse Jun 2022 5.56% 73,714 73,406 74,208 73,750 Winterfell Portfolio (6) Various locations Non-recourse Jun 2025 4.17% 624,513 609,210 632,024 614,415 Avamere Portfolio (7) Various locations Non-recourse Feb 2027 4.66% 70,718 70,233 71,464 70,922 Subtotal mortgage notes payable, net $ 1,437,304 $ 1,417,538 $ 1,451,720 $ 1,428,229 Other notes payable Oak Cottage Santa Barbara, CA Non-recourse Feb 2022 6.00% 3,914 3,915 3,693 3,693 Subtotal other notes payable, net $ 3,914 $ 3,915 $ 3,693 $ 3,693 Total mortgage and other notes payable, net $ 1,441,218 $ 1,421,453 $ 1,455,413 $ 1,431,922 _______________________________________ (1) Floating rate borrowings are comprised of $172.0 million principal amount at one-month LIBOR. (2) The difference between principal amount and carrying value of mortgage notes payable is attributable to deferred financing costs, net for all borrowings, other than the Winterfell portfolio which is attributable to below market debt intangibles. (3) Comprised of seven individual mortgage notes payable secured by seven healthcare real estate properties, cross-collateralized and subject to cross-default. (4) Comprised of four individual mortgage notes payable secured by four healthcare real estate properties, cross-collateralized and subject to cross-default. (5) Includes $388.7 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 $73.7 million of principal, secured by seven healthcare real estate properties, cross-collateralized and subject to cross-default. (6) Comprised of 32 individual mortgage notes payable secured by 32 healthcare real estate properties, cross-collateralized and subject to cross-default. (7) 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 future scheduled principal payments on mortgage and other notes payable based on final maturity (dollars in thousands): October 1 to December 31, 2020 $ 9,377 Years Ending December 31: 2021 76,127 2022 466,725 2023 19,056 2024 19,778 Thereafter 850,155 Total $ 1,441,218 As of September 30, 2020, the tenant for the Arbors portfolio failed to remit rent timely and comply with other contractual terms of its lease agreement, which resulted in a default under the tenant’s lease, which in turn, resulted in a default under the mortgage notes collateralized by the properties. The Company is currently in discussions with the tenant regarding the lease default. In response to the operational challenges resulting from the COVID-19 pandemic, the Company entered into forbearance agreements effective May 1, 2020 to defer up to 90 days of contractual debt service for borrowings on properties within the Aqua, Rochester, Arbors, Winterfell and Fountains portfolios. The aggregate outstanding principal amount of these borrowings totaled $1.3 billion as of September 30, 2020. The deferred debt service must be repaid over the 12 months following the forbearance period with no additional interest or penalties incurred by the Company, subject to satisfaction of certain conditions. The deferral of payments ended on August 1, 2020 and the Company has resumed remitting debt service, together with the deferred debt service, on these mortgage notes payable. As a result, these borrowings remain in technical default and are subject to the terms of the forbearance agreements until all deferred debt service is repaid. The Company entered into an additional forbearance agreement effective July 1, 2020 to defer up to 90 days of interest and 120 days of contractual principal payments for a mortgage note payable on a property within the Rochester portfolio. The forbearance agreement also temporarily waives financial covenants under the mortgage note, which the property has failed to maintain as of September 30, 2020. The outstanding principal amount of the mortgage note payable was $19.9 million as of September 30, 2020. The deferred debt service must be repaid over the 12 months following the forbearance period with no additional interest or penalties incurred by the Company, subject to satisfaction of certain conditions. Line of Credit - Related Party 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. In March 2018, the Sponsor Line maturity date was extended through December 2020, and in May 2019, the maturity date was further extended through December 2021. In July 2020, the maturity date was extended through December 2022. In April 2020, the Company borrowed $35.0 million under the Sponsor Line to improve its liquidity position as a result of the COVID-19 pandemic. Interest expense on the Company’s consolidated statements of operations includes $0.3 million and $0.6 million related to the Sponsor Line for the three and nine months ended September 30, 2020, respectively. |
Related Party Arrangements
Related Party Arrangements | 9 Months Ended |
Sep. 30, 2020 | |
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 2020, the advisory agreement was renewed for an additional one-year term commencing on June 30, 2020, with terms identical to those in effect through June 30, 2020, but for the elimination of disposition fees. On June 22, 2020, the advisory agreement was amended to remove disposition fees, effective June 30, 2020. Fees to Advisor Asset Management Fee 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. The Advisor has not received any incentive fees from the Company as of September 30, 2020. Acquisition Fee 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 could have received 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 did not pay a disposition fee upon the maturity, prepayment, workout, modification or extension of a debt investment unless there was a corresponding fee paid by the borrower, in which case the disposition fee was 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 took ownership of a property as a result of a workout or foreclosure of a debt investment, the Company paid a disposition fee upon the sale of such property. A disposition fee from the sale of an investment was 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 was included in debt investments, net on the consolidated balance sheets and was amortized to interest income over the life of the investment using the effective interest method. Effective June 30, 2020, the Advisor no longer has the potential to receive a disposition fee in connection with the sale of real estate properties or debt investments. 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 tables present the fees and reimbursements incurred and paid to the Advisor (dollars in thousands): Type of Fee or Reimbursement Due to Related Party as of December 31, 2019 Nine Months Ended September 30, 2020 Due to Related Party as of September 30, 2020 (Unaudited) Financial Statement Location Incurred Paid Fees to Advisor Entities (1) Asset management (2) Asset management and other fees-related party $ 1,477 $ 13,293 $ (13,293) (2) $ 1,477 Reimbursements to Advisor Entities Operating costs (3) General and administrative expenses 4,303 7,287 (9,183) 2,407 Total $ 5,780 $ 20,580 $ (22,476) $ 3,884 _______________________________________ (1) Effective June 30, 2020, our Advisor no longer has the potential to receive a disposition fee in connection with the sale of real estate properties or debt investments. The Company did not incur any disposition fees during the nine months ended September 30, 2020, nor were any such fees outstanding as of September 30, 2020. (2) Includes $7.5 million paid in shares of the Company’s common stock. (3) As of September 30, 2020, the Advisor did not have any unreimbursed operating costs which remained eligible to be allocated to the Company. Pursuant to the advisory agreement, for the nine months ended September 30, 2020, the Company issued 1.2 million shares totaling $7.5 million, based on the estimated value per share on the date of each issuance, to an affiliate of the Advisor as part of its asset management fee. As of September 30, 2020, the Advisor, the Sponsor and their affiliates owned a total of 4.3 million shares or $26.9 million of the Company’s common stock based on the Company’s most recent estimated value per share. As of September 30, 2020, the Advisor, the Sponsor and their affiliates owned 1.9% of the total outstanding shares of the Company’s common stock. Investments in Joint Ventures Solstice, the manager of the Winterfell portfolio, is a joint venture between affiliates of ISL, which owns 80.0%, and the Company, which owns 20.0%. For the nine months ended September 30, 2020, the Company recognized property management fee expense of $3.8 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 December 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. Line of Credit - Related Party The Company has 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, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based CompensationThe 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. Under the Plan, 2.0 million shares of restricted common stock were eligible to be issued. Pursuant to the Plan, as of September 30, 2020, the Company’s independent directors were granted a total of 159,932 shares of restricted common stock for an aggregate $1.3 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 $45,625 and $45,000 for the three months ended September 30, 2020 and 2019, respectively and $123,292 and $135,500 for the nine months ended September 30, 2020 and 2019, 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 of September 30, 2020 and December 31, 2019, respectively. Unvested shares totaled 37,260 and 25,360 as of September 30, 2020 and December 31, 2019, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
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 December 2019 6.25 6/30/2019 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, 2020, the Company has not issued shares of common stock pursuant to the DRP. From inception through September 30, 2020, 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. No distributions were declared during the nine months ended September 30, 2020. 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, 2020, the Company generated net operating losses for tax purposes. The Company did not have positive REIT taxable income for its taxable year ending December 31, 2019, therefore, it was not 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, 2019 and includes a net operating loss carry-forward of $86.0 million. Share Repurchase Program The Company adopted a share repurchase program that enabled 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 October 2018, the Company’s board of directors approved an amended and restated Share Repurchase Program, under which the Company only repurchased 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. In April 2020, the Company’s board of directors determined to suspend all repurchases under the Share Repurchase Program effective April 30, 2020 in order to preserve capital and liquidity. For the nine months ended September 30, 2020, the Company repurchased 0.3 million shares of common stock for $2.0 million at an average price of $6.25 per share. For the year ended December 31, 2019, the Company repurchased 1.5 million shares of common stock for $10.7 million at an average price of $7.10 per share pursuant to the Share Repurchase Program. |
Non-controlling Interests
Non-controlling Interests | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | Non-controlling Interests Operating Partnership Non-controlling interests include the aggregate limited partnership interests in the Operating Partnership held by limited partners, other than the Company. Income (loss) attributable to the non-controlling interests is based on the limited partners’ ownership percentage of the Operating Partnership. Income (loss) allocated to the Operating Partnership non-controlling interests for the three and nine months ended September 30, 2020 and 2019 was de minimis. Other |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
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 (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Principal Amount Carrying Value Fair Value Principal Amount Carrying Value Fair Value Financial assets: (1) Real estate debt investments, net $ 74,182 $ 55,038 $ 74,182 $ 74,182 $ 55,468 $ 74,182 Financial liabilities: (1) Mortgage and other notes payable, net $ 1,441,218 $ 1,421,453 $ 1,406,546 $ 1,455,413 $ 1,431,922 $ 1,450,876 Line of credit - related party 35,000 35,000 35,000 — — — _______________________________________ (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 The Company’s real estate debt investment’s fair value was 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. The fair value measurement of the Company’s real estate debt investment is generally based on unobservable inputs, and as such, are classified as Level 3 of the fair value hierarchy. Mortgage and Other Notes Payable, Net and Line of Credit - Related Party 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 and LIBOR 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. Nonrecurring Fair Values The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for sale or otherwise, write-down of asset values due to impairment. The following table summarizes the fair value, measured at the time of impairment, of Level 3 assets which have been measured at fair value on a nonrecurring basis during the periods presented and the associated impairment losses (dollars in thousands): Nine Months Ended September 30, 2020 (Unaudited) Year Ended December 31, 2019 Fair Value Impairment Losses Fair Value Impairment Losses Operating real estate, net $ 109,262 $ 90,715 $ 27,450 $ 27,021 Assets held for sale 927 722 1,649 533 Operating Real Estate, Net Operating real estate that is impaired is carried at fair value at the time of impairment. Impairment was driven by various factors including changes in undiscounted future net cash flows expected to be generated by the properties and declines in operating performance. Fair value of impaired operating real estate was estimated based upon various approaches including discounted cash flow analysis using terminal capitalization rates ranging from 6.25% to 7.75% and discount rates ranging from 7.0% to 7.75%, third party appraisals, offer prices or broker opinions of value. Assets Held For Sale |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2020 | |
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/managers. • Unconsolidated Investments - Healthcare joint ventures, including properties operated under net leases or pursuant to management agreements with healthcare operators, in which the Company owns 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 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 (dollars in thousands): Nine Months Ended September 30, 2020 Operator / Tenant Properties Under Management Units Under Management (1) Property and Other Revenues (2) % of Total Property and Other Revenues Watermark Retirement Communities 30 5,265 $ 106,499 50.8 % Solstice Senior Living (3) 32 4,000 76,314 36.3 % Avamere Health Services 5 453 13,496 6.4 % Arcadia Management 4 572 7,961 3.8 % Integral Senior Living (3) 3 162 5,521 2.6 % Senior Lifestyle Corporation (4) 1 63 — — % Other (5) — — 163 0.1 % Total 75 10,515 $ 209,954 100.0 % ______________________________________ (1) Represents rooms for ALFs and ILFs and beds for MCFs and SNFs, based on predominant type. (2) Includes rental income received from the Company’s net lease properties as well as rental income, ancillary service fees and other related revenue earned from ILF residents and resident fee income derived from the Company’s ALFs, MCFs and CCRCs, which includes resident room and care charges, ancillary fees and other resident service charges. (3) Solstice is a joint venture of which affiliates of ISL own 80%. (4) Tenant has failed to remit rental payments during the nine months ended September 30, 2020. (5) Consists primarily of interest income earned on corporate-level cash accounts. The following tables present segment reporting (dollars in thousands): Direct Investments Three Months Ended September 30, 2020 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Property and other revenues $ 8,225 $ 59,507 $ — $ — $ 23 $ 67,755 Interest income on debt investments — — — 1,927 — 1,927 Real estate properties - operating expenses — (46,501) — — — (46,501) Interest expense (2,967) (13,165) — — (327) (16,459) Asset management and other fees - related party — — — — (4,431) (4,431) General and administrative expenses (562) (82) — — (2,802) (3,446) Depreciation and amortization (3,722) (12,223) — — — (15,945) Equity in earnings (losses) of unconsolidated ventures — — (1,043) — — (1,043) Income tax expense — (15) — — — (15) Net income (loss) $ 974 $ (12,479) $ (1,043) $ 1,927 $ (7,537) $ (18,158) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. Direct Investments Three Months Ended September 30, 2019 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Property and other revenues $ 8,204 $ 64,496 $ — $ 10 $ 68 $ 72,778 Interest income on debt investments — — — 1,946 — 1,946 Real estate properties - 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) Realized gain (loss) on investments and other — 204 — — — 204 Equity in earnings (losses) of unconsolidated ventures — — (3,037) — — (3,037) Income tax 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 Nine Months Ended September 30, 2020 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Property and other revenues $ 24,673 $ 185,118 $ — $ — $ 163 $ 209,954 Interest income on debt investments — — — 5,738 — 5,738 Real estate properties - operating expenses (13) (137,517) — — — (137,530) Interest expense (8,879) (40,089) — — (623) (49,591) Transaction costs — (7) — — — (7) Asset management and other fees - related party — — — — (13,293) (13,293) General and administrative expenses (667) (182) — (19) (7,895) (8,763) Depreciation and amortization (11,123) (37,806) — — — (48,929) Impairment loss (722) (90,715) — — — (91,437) Equity in earnings (losses) of unconsolidated ventures — — (36,799) — — (36,799) Income tax expense — (43) — — — (43) Net income (loss) $ 3,269 $ (121,241) $ (36,799) $ 5,719 $ (21,648) $ (170,700) Direct Investments Nine Months Ended September 30, 2019 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Property and other revenues $ 25,203 $ 194,391 $ — $ 29 $ 648 $ 220,271 Interest income on debt investments — — — 5,771 — 5,771 Real estate properties - 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 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. The following table presents total assets by segment (dollars in thousands): Direct Investments Total Assets: Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total September 30, 2020 $ 353,283 $ 1,304,172 $ 230,254 $ 55,649 $ 64,604 $ 2,007,962 December 31, 2019 365,789 1,420,023 268,892 56,099 30,404 2,141,207 _______________________________________ |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of September 30, 2020, the Company believes there are no material contingencies that would affect its results of operations, cash flows or financial position. 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 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsNo material events have occurred subsequent to September 30, 2020 through the issuance of the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019, which was filed with the U.S. Securities and Exchange Commission on March 23, 2020. |
Reclassifications | ReclassificationsCertain prior period amounts have been reclassified on the consolidated statements of cash flows from the supplemental disclosure of non-cash investing and financing activities to adjustments to reconcile net income (loss) to net cash provided by operating activities to conform to current period presentation. Further, federal COVID-19 provider relief funds, which totaled $0.8 million for the three months ended June 30, 2020 and presented as resident fee income have been reclassified to other revenue on the consolidated statements of operations during the three months ended September 30, 2020. |
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 entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity (“VIE”) for which the Company is deemed to be the primary beneficiary or if the Company has the power to control an entity through majority voting interest or other arrangements. All significant intercompany balances are eliminated in consolidation. |
Variable Interest Entities | Variable Interest Entities A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents, has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. The Company evaluates its investments and financings, including investments in unconsolidated ventures and securitization financing transactions 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, 2020, 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, 2020 is $553.2 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, 2020 is $460.5 million, collateralized by the real estate assets of the related consolidated VIEs. Unconsolidated VIEs |
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) |
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. |
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. |
Operating Real Estate | Operating Real Estate Operating real estate is carried at historical cost less accumulated depreciation. 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 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 |
Lessee Accounting | 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 SaleThe 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 InvestmentsReal 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 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 CostsDeferred 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, such as the value of in-place leases, goodwill and other intangibles, based on estimated fair value at the acquisition date. The value allocated to the identified intangibles is amortized over the remaining lease term. In-place leases are amortized into depreciation and amortization expense. Impairment analysis for identified intangible assets is performed in connection with the impairment assessment of the related operating real estate. An impairment establishes a new basis for the identified intangible asset and any impairment loss recognized is not subject to subsequent reversal. Refer to “—Credit Losses and Impairment on Investments - Operating Real Estate” for additional information. 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. The Company considered whether changes in the current economic environment as a result of the COVID-19 pandemic and the impact thereof on the Company’s healthcare real estate business represent indicators of potential impairment to goodwill. As COVID-19 has resulted in limited admissions at the Company’s properties, which have decreased resident fee income, and increased cost burdens and operating expenses, the Company has determined the impact of COVID-19 to be a potential indicator of impairment to goodwill during the three months ended June 30, 2020 and September 30, 2020, respectively. Accordingly, the Company performed an impairment test for goodwill as of June 30, 2020 and September 30, 2020 and has concluded that the fair value of its goodwill reporting unit remains greater than its carrying value and has not recorded impairment to goodwill during the nine months ended September 30, 2020. The Company utilized future net cash flows expected to be generated by the properties in discounted cash flow analysis using terminal capitalization rates ranging from 6.50% to 7.75% and discount rates ranging from 7.75% to 9.25%. For the goodwill impairment tests performed as of June 30, 2020 and September 30, 2020, respectively, the Company concluded that the fair value of the goodwill reporting unit was less than 5% in excess of its carrying value. If a general economic downturn resulting from efforts to contain COVID-19 persists over an extended period of time, this could have a prolonged negative impact on the performance of the Company's operating real estate. At this time, as the extent and duration of the increasingly broad effects of COVID-19 on the global economy remain unclear, it is difficult for the Company to assess and estimate the impact with any meaningful precision. |
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, 2020, the Company did not incur any acquisition fees or expenses to the Advisor or third parties. The Company records as an expense for 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 and 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 ALFs, MCFs and CCRCs is recorded in resident fee income 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. This assessment is based on several qualitative and quantitative factors, including and as appropriate, the payment history, ability to satisfy its lease obligations, the value of the underlying collateral or deposit, if any, and current economic conditions. 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. For the nine months ended September 30, 2020, the tenant of the Peregrine portfolio failed to remit rental payments and accordingly no rental income was recognized. Further, the Company continues to monitor the tenant for the Arbors portfolio, which is currently in lease default as a result of failing to remit rent timely and satisfy other conditions under its lease. As of September 30, 2020, the Company expects rent collection to be probable for the Arbors portfolio. For the three months ended September 30, 2020 and 2019, total property and other revenues includes variable lease revenues of $2.6 million and $4.2 million, respectively. For the nine months ended September 30, 2020 and 2019, total property and other revenues includes variable lease revenues of $10.9 million and $12.3 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. In addition, total property and other revenues includes federal COVID-19 provider relief funds received by the Company’s operating facilities, totaling $0.6 million and $1.4 million for the three and nine months ended September 30, 2020, respectively. Lease Concessions Related to COVID-19 As a result of the COVID-19 crisis, the Company continues to engage with affected tenants on a case-by-case basis to evaluate and respond to the current environment and assess the potential for flexible payment terms. For lease concessions resulting directly from the impact of COVID-19 that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee, for example, where total payments required by the modified contract will be substantially the same as or less than the original contract, the Company made a policy election to account for the concessions as though the enforceable rights and obligations for those concessions existed in the lease contracts, under a relief provided by the Financial Accounting Standards Board (“FASB”). Under the relief, the concessions will not be treated as lease modifications that are accounted for over the remaining term of the respective leases, as the Company believes this would not accurately reflect the temporary economic effect of the concessions. Instead, (i) rent deferrals that meet the criteria will be treated as if no changes were made to the lease contract, with continued recognition of lease income and receivable under the original terms of the contract; and (ii) rent forgiveness that meets the criteria will be accounted for as variable lease payments in the affected periods. Effective June 1, 2020, the Company granted a lease concession to the tenant of its Fountains net lease portfolio. The concession allowed the tenant to defer a portion of contractual rent payments for a 90-day period, with full contractual rent to be repaid over the 12 months following the concession period. The lease concession provided the tenant relief consistent with the debt forbearance received from the lender of the properties in the portfolio. The amount of the deferred rental payments under the lease concession totaled $3.9 million. The lease concession period ended on August 31, 2020 and the tenant has resumed remitting contractual rent payments, including amounts related to deferred rent granted under the lease concession. As there has not been substantive changes to the original lease or changes in total cash flows, the concession will not be treated as a lease modification and the Company will continue to recognize lease income and receivables under the original terms of the lease. 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. 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 |
Credit Losses, Impairment on Investments, and COVID-19 Effect | Impairment on Operating Real Estate and Investments in Unconsolidated Ventures 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. Real estate held for sale is stated at the lower of its carrying amount or estimated fair value less disposal cost, with any write-down to disposal cost recorded as an impairment loss. For any increase in fair value less disposal cost subsequent to classification as held for sale, the impairment may be reversed, but only up to the amount of cumulative loss previously recognized. The Company considered the potential impact of the COVID-19 pandemic on the future net operating income of its healthcare real estate held for investment as an indicator of impairment. Fair values were estimated based upon the income capitalization approach, using net operating income for each property and applying indicative capitalization rates. Due to uncertainties over the extent and duration of the economic fallout from COVID-19, at this time, it is difficult for the Company to assess and estimate the future economic effects of COVID-19 with any meaningful precision. As the actual impact of COVID-19 will depend on many factors beyond the Company’s control and knowledge, the resulting effect on impairment of the Company's real estate held for investment and held for sale may materially differ from the Company's current expectations and further impairment charges may be recorded in future periods. Investments in Unconsolidated Ventures |
Credit Losses on Real Estate Debt Investments and Receivables | Credit Losses on Real Estate Debt Investments and Receivables The current expected credit loss (“CECL”) model, in estimating expected credit losses over the life of a financial instrument at the time of origination or acquisition, considers historical loss experiences, current conditions and the effects of reasonable and supportable expectations of changes in future macroeconomic conditions. The Company assesses the estimate of expected credit losses on a quarterly basis or more frequently as necessary. The Company considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company measures expected credit losses of real estate debt investments and other receivables (“Financial Assets”) on a collective basis when similar risk characteristics exist. If the Company determines that a particular Financial Asset does not share risk characteristics with its other Financial Assets, the Company evaluates the Financial Asset for expected credit losses on an individual basis. When developing an estimate of expected credit losses on Financial Assets, the Company considers available information relevant to assessing the collectability of cash flows. This information may include internal information, external information, or a combination of both relating to past events, current conditions, and reasonable and supportable forecasts. The Company considers relevant qualitative and quantitative factors that relate to the environment in which the Company operates and are specific to the borrower. |
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. As of September 30, 2020 and December 31, 2019, the Company had exposure to foreign currency through an investment in an unconsolidated venture, the effects of which are reflected as a component of accumulated OCI in the consolidated statements of equity and in equity in earnings (losses) 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 2016 to 2019, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted in 2020 Credit Losses— In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments- Credit Losses , followed by subsequent amendments, which modifies the credit impairment model for financial instruments, and codified as Accounting Standards Codification (“ASC”) Topic 326. The multiple existing incurred loss models have been replaced with the CECL model for off-balance sheet credit exposures that are not unconditionally cancellable by the lender and financial instruments carried at amortized cost, such as loans, loan commitments, held-to-maturity debt securities, financial guarantees, net investment in sales-type and direct financing leases, reinsurance and trade receivables. Targeted changes are also made to the impairment model of available-for-sale (“AFS”) debt securities which are not within the scope of CECL. The CECL model, in estimating expected credit losses over the life of a financial instrument at the time of origination or acquisition, considers historical loss experience, current conditions and the effects of a reasonable and supportable expectation of changes in future macroeconomic conditions. Recognition of allowance for credit losses under the CECL model will generally be accelerated as it encompasses credit losses over the full remaining expected life of the affected financial instruments. For collateralized financial assets, measurement of credit losses under CECL is based on fair value of the collateral if foreclosure is probable or if the collateral-dependent practical expedient is elected for financial assets expected to be repaid substantially through operation or sale of the collateral when the borrower is experiencing financial difficulty. The accounting model for purchased credit-impaired loans and debt securities will be simplified to be consistent with the CECL model for originated and purchased non-credit-impaired assets. For AFS debt securities, unrealized credit losses will be recognized as allowances rather than reductions in amortized cost basis and elimination of the other-than-temporary impairment concept will result in more frequent estimation of credit losses. ASC 326 also requires expanded disclosures on credit risk, including credit quality indicators by vintage of financing receivables. The Company adopted the new standard on January 1, 2020. The Company has identified its mezzanine loan debt investment to be within the scope of ASU No. 2016-13. The Company has developed the policies, systems and controls required for the implementation and ongoing management of CECL. ASU 2016-13 specifies that an allowance for credit losses should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan. Based on its analysis, the Company has not recorded any credit loss allowance for its mezzanine loan upon the adoption of this standard. Refer to Note 5, “Real Estate Debt Investments” for additional information. The Company had no debt securities with unrealized loss in accumulated other comprehensive income as of December 31, 2019 and accordingly, there was no impact upon adoption of the new standard. As it relates to the Company’s other accounts receivable that are subject to CECL, there was no impact from adoption of the new standard. Related Party Guidance for VIEs— 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, throughout the VIE model, the evaluation of a decision maker's or service provider’s fee held by a related party, whether or not they are under common control, in both the assessment of whether the fee qualifies as a variable interest and the determination of a primary beneficiary. Specifically, a decision maker or service provider considers interests in a VIE held by a related party under common control only if it has a direct interest in that related party under common control and considers such indirect interest in the VIE held by the related party under common control on a proportionate basis, rather than in its entirety. Transition is generally on a modified retrospective basis, with the cumulative effect adjusted to retained earnings at the beginning of the earliest period presented. The Company adopted ASU No. 2018-17 on January 1, 2020, with no transitional impact upon adoption. Future Application of Accounting Standards Income Tax Accounting— In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes . The ASU simplifies accounting for income taxes by eliminating certain exceptions to the general approach in ASC 740, Income Taxes, and clarifies certain aspects of the guidance for more consistent application. The simplifications relate to intraperiod tax allocations when there is a loss in continuing operations and a gain outside of continuing operations, accounting for tax law or tax rate changes and year-to-date losses in interim periods, recognition of deferred tax liability for outside basis difference when investment ownership changes, and accounting for franchise taxes that are partially based on income. The ASU also provides new guidance that clarifies the accounting for transactions resulting in a step-up in tax basis of goodwill, among other changes. Transition is generally prospective, other than the provision related to outside basis difference which is on a modified retrospective basis with cumulative effect adjusted to retained earnings at the beginning of the period adopted, and franchise tax provision which is on either full or modified retrospective. ASU No. 2019-12 is effective January 1, 2021, with early adoption permitted in an interim period, to be applied to all provisions. The Company is currently evaluating the impact of this new guidance. Accounting for Certain Equity Investments— In January 2020, the FASB issued ASU No. 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . The ASU clarifies that if as a result of an observable transaction, an equity investment under the measurement alternative is transitioned into equity method and vice versa, an equity method investment is transitioned into measurement alternative, the investment is to be remeasured immediately before and after the transaction, respectively. The ASU also clarifies that certain forward contracts or purchased options to acquire equity securities that are not deemed to be derivatives or in-substance common stock will generally be measured using the fair value principles of ASC 321 before settlement or exercise, and that an entity should not be considering how it will account for the resulting investments upon eventual settlement or exercise. ASU No. 2020-01 is to be applied prospectively, effective January 1, 2021, with early adoption permitted in an interim period. The Company is currently evaluating the impact of this new guidance. Reference Rate Reform— In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The guidance in Topic 848 is optional, the election of which provides temporary relief for the accounting effects on contracts, hedging relationships and other transactions impacted by the transition from interbank offered rates (such as London Interbank Offered Rate (“LIBOR”)) that are expected to be discontinued by the end of 2021 to alternative reference rates (such as Secured Overnight Financing Rate). Modification of contractual terms to effect the reference rate reform transition on debt, leases, derivatives and other contracts is eligible for relief from modification accounting and accounted for as a continuation of the existing contract. Topic 848 is effective upon issuance through December 31, 2022, and may be applied retrospectively to January 1, 2020. The Company may elect practical expedients or exceptions as applicable over time as reference rate reform activities occur. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 (Unaudited) December 31, 2019 Cash and cash equivalents $ 72,305 $ 41,884 Restricted cash 26,504 16,936 Total cash, cash equivalents and restricted cash $ 98,809 $ 58,820 |
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, which are included in other liabilities on the Company’s consolidated balance sheets (dollars in thousands): October 1 to December 31, 2020 $ 174 Years Ending December 31: 2021 670 2022 577 2023 155 2024 59 Thereafter 26 Total minimum lease payments $ 1,661 Less: Amount representing interest $ (135) Present value of minimum lease payments $ 1,526 |
Summary of Deferred Costs and Intangible Assets | The following table presents deferred costs and intangible assets, net (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Deferred costs and intangible assets, net: In-place lease value, net $ 5,086 $ 6,437 Goodwill 21,387 21,387 Certificate of need intangible assets 380 380 Subtotal intangible assets 26,853 28,204 Deferred costs, net 98 151 Total $ 26,951 $ 28,355 |
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, 2020 $ 468 Years Ending December 31: 2021 1,871 2022 593 2023 337 2024 337 Thereafter 1,578 Total $ 5,184 |
Schedule of Other Assets | The following table presents a summary of other assets (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Other assets: Healthcare facility regulatory reserve deposit (1) $ — $ 6,000 Remainder interest in condominium units (2) 2,327 2,327 Prepaid expenses 4,547 3,841 Lease / rent inducements, net 2,065 1,636 Utility deposits 314 317 Other 308 368 Total $ 9,561 $ 14,489 _______________________________________ (1) As of September 30, 2020, the Company is in possession of the regulatory reserve deposit and, accordingly, the amount totaling $6.0 million has been reclassified to restricted cash. (2) Represents future interests in property subject to life estates. |
Operating Real Estate (Tables)
Operating Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Schedule of Operating Real Estate | The following table presents operating real estate, net (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Land $ 236,036 $ 236,036 Land improvements 23,700 23,287 Buildings and improvements 1,466,252 1,551,113 Tenant improvements 16,041 14,642 Construction in progress 1,593 4,956 Furniture, fixtures and equipment 106,408 100,998 Subtotal $ 1,850,030 $ 1,931,032 Less: Accumulated depreciation (278,334) (230,814) Operating real estate, net $ 1,571,696 $ 1,700,218 |
Investments in Unconsolidated_2
Investments in Unconsolidated Ventures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following tables present the Company’s investments in unconsolidated ventures (dollars in thousands): Carrying Value Portfolio Acquisition Date Ownership September 30, 2020 (Unaudited) December 31, 2019 (1) Eclipse May-2014 5.6 % $ 5,715 $ 9,483 Envoy (2) Sep-2014 11.4 % 9 399 Griffin-American Dec-2014 14.3 % 85,807 125,597 Espresso (3) Jul-2015 36.7 % — — Trilogy (4) Dec-2015 23.2 % 138,726 133,361 Subtotal $ 230,257 $ 268,840 Operator Platform (5) Jul-2017 20.0 % — 54 Total $ 230,257 $ 268,894 _______________________________________ (1) 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. (2) In March 2019, the Envoy joint venture completed the sale of its remaining 11 properties for a sales price of $118.0 million, which generated net proceeds to the Company totaling $4.3 million. The Company’s carrying value for its investment in the Envoy joint venture represents additional proceeds to be received upon satisfaction of certain conditions under the sale. (3) 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. (4) 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%. (5) Represents 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 management company of ILF, ALF and MCF founded in 2000, which owns 80.0%, and the Company, which owns 20.0%. As a result of losses recorded by the joint venture, the Company’s carrying value of its Solstice unconsolidated investment was reduced to zero in the third quarter of 2020. Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Portfolio Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distribution Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distribution Eclipse $ (191) $ (463) $ — $ 1,090 $ 750 $ 2,286 Envoy — — 198 — — — Griffin-American 185 (2,273) — (3,626) (6,234) 1,030 Espresso 60 (2,814) — (667) (2,274) — Trilogy (1,091) (3,052) — 156 (3,776) 1,451 Subtotal $ (1,037) $ (8,602) $ 198 $ (3,047) $ (11,534) $ 4,767 Operator Platform (2) (6) — — 10 — — Total $ (1,043) $ (8,602) $ 198 $ (3,037) $ (11,534) $ 4,767 _______________________________________ (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. During the three months ended September 30, 2020, the Company's unconsolidated investment in Solstice was reduced to zero. The Company did not recognize its proportionate share of losses from the joint venture totaling approximately $20,000. Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 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 $ (3,683) $ (4,381) $ 86 $ 758 $ (402) $ 2,573 Envoy — — 390 96 (822) 4,339 (4) Griffin-American (37,905) (44,729) 1,487 (7,654) (16,046) 5,581 Espresso (522) (8,256) — (3,034) (6,324) — Trilogy (2) 5,365 (10,404) — 2,188 (10,433) 4,353 Subtotal $ (36,745) $ (67,770) $ 1,963 $ (7,646) $ (34,027) $ 16,846 Operator Platform (3) (54) — — (20) — — Total $ (36,799) $ (67,770) $ 1,963 $ (7,666) $ (34,027) $ 16,846 _______________________________________ (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) For the nine months ended September 30, 2020 included in equity in earnings for the Trilogy joint venture is revenue recognized for federal COVID-19 provider relief funds totaling $30.7 million, of which the Company’s proportionate share totaled $7.1 million. (3) Represents the Company’s investment in Solstice. During the three months ended September 30, 2020, the Company's unconsolidated investment in Solstice was reduced to zero. The Company did not recognize its proportionate share of losses from the joint venture totaling approximately $20,000. (4) In March 2019, the Envoy joint venture completed the sale of its remaining 11 properties for a sales price of $118.0 million, which generated net proceeds to the Company totaling $4.3 million. Summarized Financial Data The combined balance sheets as of September 30, 2020 and December 31, 2019 and combined statements of operations for the three and nine months ended September 30, 2020 and 2019, for the Company’s Griffin-American and Trilogy unconsolidated ventures are as follows (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Assets Operating real estate, net $ 3,360,236 $ 3,566,586 Total revenues $ 315,560 $ 320,978 $ 986,221 $ 977,874 Other assets 1,106,302 1,053,433 Net income (loss) $ (3,398) $ (24,665) $ (241,754) $ (44,048) Total assets $ 4,466,538 $ 4,620,019 Liabilities and equity Total liabilities $ 3,359,633 $ 3,257,970 Equity 1,106,905 1,362,049 Total liabilities and equity $ 4,466,538 $ 4,620,019 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 December 2014 14.3% |
Real Estate Debt Investments (T
Real Estate Debt Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Schedule of the Company's Real Estate Debt Investments | The following table presents the Company’s one debt investment (dollars in thousands): Carrying Value (1) Asset Type: Principal Amount September 30, 2020 (Unaudited) December 31, 2019 Fixed Rate Unlevered Current Yield Final Maturity Date Mezzanine loan (1) $ 74,182 $ 55,038 $ 55,468 10.0 % 10.3 % Jan 2021 _______________________________________ (1) 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, 2020 and December 31, 2019, the cumulative excess equity in losses included in the mezzanine loan carrying value were $19.1 million and $18.6 million, respectively. |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Borrowings | The following table presents the Company’s mortgage and other notes payable (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Recourse vs. Non-Recourse Final Contractual Interest Rate (1) Principal Amount (2) Carrying Value (2) Principal (2) Carrying (2) Mortgage notes payable, net Watermark Aqua Portfolio Denver, CO Non-recourse Feb 2021 LIBOR + 2.92% $ 20,350 $ 20,334 $ 20,547 $ 20,500 Frisco, TX Non-recourse Mar 2021 LIBOR + 3.04% 18,882 18,867 19,170 19,127 Milford, OH Non-recourse Sep 2026 LIBOR + 2.68% 18,760 18,407 18,760 18,357 Rochester Portfolio Rochester, NY Non-recourse Feb 2025 4.25% 19,907 19,824 20,228 20,131 Rochester, NY (3) Non-recourse Aug 2027 LIBOR + 2.34% 101,224 100,352 101,224 100,267 Rochester, NY Non-recourse Aug 2021 LIBOR + 2.90% 12,800 12,493 12,800 12,232 Arbors Portfolio (4) Various locations Non-recourse Feb 2025 3.99% 87,756 86,920 89,026 88,020 Watermark Fountains Portfolio (5) Various locations Non-recourse Jun 2022 3.92% 388,680 387,492 392,269 390,508 Various locations Non-recourse Jun 2022 5.56% 73,714 73,406 74,208 73,750 Winterfell Portfolio (6) Various locations Non-recourse Jun 2025 4.17% 624,513 609,210 632,024 614,415 Avamere Portfolio (7) Various locations Non-recourse Feb 2027 4.66% 70,718 70,233 71,464 70,922 Subtotal mortgage notes payable, net $ 1,437,304 $ 1,417,538 $ 1,451,720 $ 1,428,229 Other notes payable Oak Cottage Santa Barbara, CA Non-recourse Feb 2022 6.00% 3,914 3,915 3,693 3,693 Subtotal other notes payable, net $ 3,914 $ 3,915 $ 3,693 $ 3,693 Total mortgage and other notes payable, net $ 1,441,218 $ 1,421,453 $ 1,455,413 $ 1,431,922 _______________________________________ (1) Floating rate borrowings are comprised of $172.0 million principal amount at one-month LIBOR. (2) The difference between principal amount and carrying value of mortgage notes payable is attributable to deferred financing costs, net for all borrowings, other than the Winterfell portfolio which is attributable to below market debt intangibles. (3) Comprised of seven individual mortgage notes payable secured by seven healthcare real estate properties, cross-collateralized and subject to cross-default. (4) Comprised of four individual mortgage notes payable secured by four healthcare real estate properties, cross-collateralized and subject to cross-default. (5) Includes $388.7 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 $73.7 million of principal, secured by seven healthcare real estate properties, cross-collateralized and subject to cross-default. (6) Comprised of 32 individual mortgage notes payable secured by 32 healthcare real estate properties, cross-collateralized and subject to cross-default. (7) 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 future scheduled principal payments on mortgage and other notes payable based on final maturity (dollars in thousands): October 1 to December 31, 2020 $ 9,377 Years Ending December 31: 2021 76,127 2022 466,725 2023 19,056 2024 19,778 Thereafter 850,155 Total $ 1,441,218 |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of the Fees and Reimbursements Incurred to the Advisor and Dealer Manager | The following tables present the fees and reimbursements incurred and paid to the Advisor (dollars in thousands): Type of Fee or Reimbursement Due to Related Party as of December 31, 2019 Nine Months Ended September 30, 2020 Due to Related Party as of September 30, 2020 (Unaudited) Financial Statement Location Incurred Paid Fees to Advisor Entities (1) Asset management (2) Asset management and other fees-related party $ 1,477 $ 13,293 $ (13,293) (2) $ 1,477 Reimbursements to Advisor Entities Operating costs (3) General and administrative expenses 4,303 7,287 (9,183) 2,407 Total $ 5,780 $ 20,580 $ (22,476) $ 3,884 _______________________________________ (1) Effective June 30, 2020, our Advisor no longer has the potential to receive a disposition fee in connection with the sale of real estate properties or debt investments. The Company did not incur any disposition fees during the nine months ended September 30, 2020, nor were any such fees outstanding as of September 30, 2020. (2) Includes $7.5 million paid in shares of the Company’s common stock. (3) As of September 30, 2020, the Advisor did not 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 (dollars in thousands): Carrying Value Portfolio Acquisition Date Ownership September 30, 2020 (Unaudited) December 31, 2019 (1) Eclipse May-2014 5.6 % $ 5,715 $ 9,483 Envoy (2) Sep-2014 11.4 % 9 399 Griffin-American Dec-2014 14.3 % 85,807 125,597 Espresso (3) Jul-2015 36.7 % — — Trilogy (4) Dec-2015 23.2 % 138,726 133,361 Subtotal $ 230,257 $ 268,840 Operator Platform (5) Jul-2017 20.0 % — 54 Total $ 230,257 $ 268,894 _______________________________________ (1) 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. (2) In March 2019, the Envoy joint venture completed the sale of its remaining 11 properties for a sales price of $118.0 million, which generated net proceeds to the Company totaling $4.3 million. The Company’s carrying value for its investment in the Envoy joint venture represents additional proceeds to be received upon satisfaction of certain conditions under the sale. (3) 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. (4) 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%. (5) Represents 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 management company of ILF, ALF and MCF founded in 2000, which owns 80.0%, and the Company, which owns 20.0%. As a result of losses recorded by the joint venture, the Company’s carrying value of its Solstice unconsolidated investment was reduced to zero in the third quarter of 2020. Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Portfolio Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distribution Equity in Earnings (Losses) Select Revenues and (Expenses), net (1) Cash Distribution Eclipse $ (191) $ (463) $ — $ 1,090 $ 750 $ 2,286 Envoy — — 198 — — — Griffin-American 185 (2,273) — (3,626) (6,234) 1,030 Espresso 60 (2,814) — (667) (2,274) — Trilogy (1,091) (3,052) — 156 (3,776) 1,451 Subtotal $ (1,037) $ (8,602) $ 198 $ (3,047) $ (11,534) $ 4,767 Operator Platform (2) (6) — — 10 — — Total $ (1,043) $ (8,602) $ 198 $ (3,037) $ (11,534) $ 4,767 _______________________________________ (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. During the three months ended September 30, 2020, the Company's unconsolidated investment in Solstice was reduced to zero. The Company did not recognize its proportionate share of losses from the joint venture totaling approximately $20,000. Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 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 $ (3,683) $ (4,381) $ 86 $ 758 $ (402) $ 2,573 Envoy — — 390 96 (822) 4,339 (4) Griffin-American (37,905) (44,729) 1,487 (7,654) (16,046) 5,581 Espresso (522) (8,256) — (3,034) (6,324) — Trilogy (2) 5,365 (10,404) — 2,188 (10,433) 4,353 Subtotal $ (36,745) $ (67,770) $ 1,963 $ (7,646) $ (34,027) $ 16,846 Operator Platform (3) (54) — — (20) — — Total $ (36,799) $ (67,770) $ 1,963 $ (7,666) $ (34,027) $ 16,846 _______________________________________ (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) For the nine months ended September 30, 2020 included in equity in earnings for the Trilogy joint venture is revenue recognized for federal COVID-19 provider relief funds totaling $30.7 million, of which the Company’s proportionate share totaled $7.1 million. (3) Represents the Company’s investment in Solstice. During the three months ended September 30, 2020, the Company's unconsolidated investment in Solstice was reduced to zero. The Company did not recognize its proportionate share of losses from the joint venture totaling approximately $20,000. (4) In March 2019, the Envoy joint venture completed the sale of its remaining 11 properties for a sales price of $118.0 million, which generated net proceeds to the Company totaling $4.3 million. Summarized Financial Data The combined balance sheets as of September 30, 2020 and December 31, 2019 and combined statements of operations for the three and nine months ended September 30, 2020 and 2019, for the Company’s Griffin-American and Trilogy unconsolidated ventures are as follows (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Assets Operating real estate, net $ 3,360,236 $ 3,566,586 Total revenues $ 315,560 $ 320,978 $ 986,221 $ 977,874 Other assets 1,106,302 1,053,433 Net income (loss) $ (3,398) $ (24,665) $ (241,754) $ (44,048) Total assets $ 4,466,538 $ 4,620,019 Liabilities and equity Total liabilities $ 3,359,633 $ 3,257,970 Equity 1,106,905 1,362,049 Total liabilities and equity $ 4,466,538 $ 4,620,019 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 December 2014 14.3% |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 December 2019 6.25 6/30/2019 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 (dollars in thousands): September 30, 2020 (Unaudited) December 31, 2019 Principal Amount Carrying Value Fair Value Principal Amount Carrying Value Fair Value Financial assets: (1) Real estate debt investments, net $ 74,182 $ 55,038 $ 74,182 $ 74,182 $ 55,468 $ 74,182 Financial liabilities: (1) Mortgage and other notes payable, net $ 1,441,218 $ 1,421,453 $ 1,406,546 $ 1,455,413 $ 1,431,922 $ 1,450,876 Line of credit - related party 35,000 35,000 35,000 — — — _______________________________________ (1) The fair value of other financial instruments not included in this table is estimated to approximate their carrying value. The following table summarizes the fair value, measured at the time of impairment, of Level 3 assets which have been measured at fair value on a nonrecurring basis during the periods presented and the associated impairment losses (dollars in thousands): Nine Months Ended September 30, 2020 (Unaudited) Year Ended December 31, 2019 Fair Value Impairment Losses Fair Value Impairment Losses Operating real estate, net $ 109,262 $ 90,715 $ 27,450 $ 27,021 Assets held for sale 927 722 1,649 533 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 (dollars in thousands): Nine Months Ended September 30, 2020 Operator / Tenant Properties Under Management Units Under Management (1) Property and Other Revenues (2) % of Total Property and Other Revenues Watermark Retirement Communities 30 5,265 $ 106,499 50.8 % Solstice Senior Living (3) 32 4,000 76,314 36.3 % Avamere Health Services 5 453 13,496 6.4 % Arcadia Management 4 572 7,961 3.8 % Integral Senior Living (3) 3 162 5,521 2.6 % Senior Lifestyle Corporation (4) 1 63 — — % Other (5) — — 163 0.1 % Total 75 10,515 $ 209,954 100.0 % ______________________________________ (1) Represents rooms for ALFs and ILFs and beds for MCFs and SNFs, based on predominant type. (2) Includes rental income received from the Company’s net lease properties as well as rental income, ancillary service fees and other related revenue earned from ILF residents and resident fee income derived from the Company’s ALFs, MCFs and CCRCs, which includes resident room and care charges, ancillary fees and other resident service charges. (3) Solstice is a joint venture of which affiliates of ISL own 80%. (4) Tenant has failed to remit rental payments during the nine months ended September 30, 2020. |
Summary of Segment Reporting | The following tables present segment reporting (dollars in thousands): Direct Investments Three Months Ended September 30, 2020 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Property and other revenues $ 8,225 $ 59,507 $ — $ — $ 23 $ 67,755 Interest income on debt investments — — — 1,927 — 1,927 Real estate properties - operating expenses — (46,501) — — — (46,501) Interest expense (2,967) (13,165) — — (327) (16,459) Asset management and other fees - related party — — — — (4,431) (4,431) General and administrative expenses (562) (82) — — (2,802) (3,446) Depreciation and amortization (3,722) (12,223) — — — (15,945) Equity in earnings (losses) of unconsolidated ventures — — (1,043) — — (1,043) Income tax expense — (15) — — — (15) Net income (loss) $ 974 $ (12,479) $ (1,043) $ 1,927 $ (7,537) $ (18,158) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. Direct Investments Three Months Ended September 30, 2019 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Property and other revenues $ 8,204 $ 64,496 $ — $ 10 $ 68 $ 72,778 Interest income on debt investments — — — 1,946 — 1,946 Real estate properties - 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) Realized gain (loss) on investments and other — 204 — — — 204 Equity in earnings (losses) of unconsolidated ventures — — (3,037) — — (3,037) Income tax 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 Nine Months Ended September 30, 2020 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Property and other revenues $ 24,673 $ 185,118 $ — $ — $ 163 $ 209,954 Interest income on debt investments — — — 5,738 — 5,738 Real estate properties - operating expenses (13) (137,517) — — — (137,530) Interest expense (8,879) (40,089) — — (623) (49,591) Transaction costs — (7) — — — (7) Asset management and other fees - related party — — — — (13,293) (13,293) General and administrative expenses (667) (182) — (19) (7,895) (8,763) Depreciation and amortization (11,123) (37,806) — — — (48,929) Impairment loss (722) (90,715) — — — (91,437) Equity in earnings (losses) of unconsolidated ventures — — (36,799) — — (36,799) Income tax expense — (43) — — — (43) Net income (loss) $ 3,269 $ (121,241) $ (36,799) $ 5,719 $ (21,648) $ (170,700) Direct Investments Nine Months Ended September 30, 2019 Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total Property and other revenues $ 25,203 $ 194,391 $ — $ 29 $ 648 $ 220,271 Interest income on debt investments — — — 5,771 — 5,771 Real estate properties - 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 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. |
Summary of Assets by Segment | The following table presents total assets by segment (dollars in thousands): Direct Investments Total Assets: Net Lease Operating Unconsolidated Investments Debt and Securities Corporate (1) Total September 30, 2020 $ 353,283 $ 1,304,172 $ 230,254 $ 55,649 $ 64,604 $ 2,007,962 December 31, 2019 365,789 1,420,023 268,892 56,099 30,404 2,141,207 _______________________________________ |
Business and Organization (Deta
Business and Organization (Details) | Jan. 19, 2016USD ($)shares | Feb. 02, 2015USD ($)shares | Sep. 30, 2020USD ($)employee$ / sharesshares | Sep. 30, 2020USD ($)employee$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2015shares |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | shares | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Proceeds from initial offering | $ | $ 1,100,000,000 | |||||
Number of shares issued (in shares) | shares | 108,600,000 | |||||
Follow-on public offering | $ | $ 700,000,000 | |||||
Net proceeds from issuance of common stock | $ | $ 2,000,000,000 | |||||
Number of employees | employee | 0 | 0 | ||||
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 | |||||
Net proceeds from issuance of common stock | $ | $ 232,600,000 | |||||
Follow-on Primary Offering | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | shares | 64,900,000 | |||||
Advisor | ||||||
Class of Stock [Line Items] | ||||||
Non-controlling interest investment in operating partnership | $ | $ 1,000 | |||||
Special Unit Holder | ||||||
Class of Stock [Line Items] | ||||||
Non-controlling interest investment in operating partnership | $ | $ 1,000 | |||||
Primary Beneficiary | ||||||
Class of Stock [Line Items] | ||||||
Limited partnership interest in operating partnership | 99.99% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020USD ($)dfacility | Jun. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)dfacility | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)property | ||
Property, Plant and Equipment [Line Items] | |||||||
Federal COVID-19 provider relief funds received | $ 600,000 | $ 800,000 | $ 1,400,000 | ||||
Variable Interest Entities | |||||||
Assets of consolidated VIEs | [1] | 2,007,962,000 | 2,007,962,000 | $ 2,141,207,000 | |||
Liabilities of consolidated VIEs | [1] | 1,505,915,000 | 1,505,915,000 | $ 1,473,703,000 | |||
Finance Lease Obligations | |||||||
Finance leases for equipment | $ 3,500,000 | 3,500,000 | |||||
Payments of finance lease obligations | $ 500,000 | $ 500,000 | |||||
Weighted average interest rate (percent) | 6.20% | 6.20% | |||||
Remaining lease term (years) | 2 years 7 months 6 days | 2 years 7 months 6 days | |||||
Identified Intangibles | |||||||
Fair value in excess of carrying amount (less than) | 5.00% | 5.00% | 5.00% | ||||
Amortization expense for in-place leases and deferred costs | $ 1,400,000 | 7,800,000 | |||||
Acquisition Fees and Expenses | |||||||
Acquisition fee and expense cap | 6.00% | 6.00% | |||||
Days notice required for lease termination | d | 30 | 30 | |||||
Variable lease revenues | $ 2,600,000 | $ 4,200,000 | $ 10,900,000 | 12,300,000 | |||
Concession period (days) | 90 days | ||||||
Repayment period (months) | 12 months | ||||||
Payments deferred | 3,900,000 | $ 3,900,000 | |||||
Investments in Unconsolidated Ventures | |||||||
Impairment loss | 0 | 0 | 91,437,000 | 10,146,000 | |||
Impairment recognized | 0 | ||||||
Impairment of affiliate properties | 37,800,000 | ||||||
Income Taxes | |||||||
Deferred tax asset | 20,200,000 | 20,200,000 | |||||
Income tax expense | $ 15,000 | $ 17,000 | $ 43,000 | $ 38,000 | |||
Minimum | Terminal capitalization rate | Discounted cash flow method | |||||||
Identified Intangibles | |||||||
Goodwill impairment measurement input | 6.50% | 6.50% | |||||
Minimum | Discount rate | Discounted cash flow method | |||||||
Identified Intangibles | |||||||
Goodwill impairment measurement input | 7.75% | 7.75% | |||||
Maximum | Terminal capitalization rate | Discounted cash flow method | |||||||
Identified Intangibles | |||||||
Goodwill impairment measurement input | 7.75% | 7.75% | |||||
Maximum | Discount rate | Discounted cash flow method | |||||||
Identified Intangibles | |||||||
Goodwill impairment measurement input | 9.25% | 9.25% | |||||
Variable Interest Entity, Not Primary Beneficiary | |||||||
Variable Interest Entities | |||||||
VIE carrying value | $ 230,300,000 | $ 230,300,000 | |||||
Peregrine | |||||||
Finance Lease Obligations | |||||||
Number of properties held for sale | property | 1 | ||||||
Investments in Unconsolidated Ventures | |||||||
Impairment loss | 700,000 | ||||||
Winterfell | |||||||
Investments in Unconsolidated Ventures | |||||||
Impairment loss | $ 70,800,000 | ||||||
Properties | facility | 8 | 8 | |||||
Aqua | |||||||
Investments in Unconsolidated Ventures | |||||||
Impairment loss | $ 19,900,000 | ||||||
Griffin-American | |||||||
Investments in Unconsolidated Ventures | |||||||
Impairment of affiliate properties | 34,100,000 | ||||||
Eclipse | |||||||
Investments in Unconsolidated Ventures | |||||||
Impairment of affiliate properties | 3,100,000 | ||||||
Trilogy | |||||||
Investments in Unconsolidated Ventures | |||||||
Impairment of affiliate properties | 600,000 | ||||||
Leases, Acquired-in-Place | |||||||
Identified Intangibles | |||||||
In-place lease value, gross | $ 130,000,000 | 130,000,000 | |||||
In-place lease value, accumulated amortization | (125,000,000) | (125,000,000) | |||||
Variable Interest Entity, Primary Beneficiary | Operating Real Estate | |||||||
Variable Interest Entities | |||||||
Assets of consolidated VIEs | 553,200,000 | 553,200,000 | |||||
Variable Interest Entity, Primary Beneficiary | Mortgage Notes Payable | |||||||
Variable Interest Entities | |||||||
Liabilities of consolidated VIEs | $ 460,500,000 | $ 460,500,000 | |||||
[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, 2020, the Operating Partnership includes $0.6 billion and $0.5 billion of assets and liabilities, respectively, of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 72,305 | $ 41,884 | ||
Restricted cash | 26,504 | 16,936 | ||
Total cash, cash equivalents and restricted cash | $ 98,809 | $ 58,820 | $ 50,168 | $ 94,508 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020USD ($) |
Accounting Policies [Abstract] | |
October 1 to December 31, 2020 | $ 174 |
2021 | 670 |
2022 | 577 |
2023 | 155 |
2024 | 59 |
Thereafter | 26 |
Total minimum lease payments | 1,661 |
Less: Amount representing interest | (135) |
Present value of minimum lease payments | $ 1,526 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Costs and Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Deferred costs and intangible assets, net: | ||
In-place lease value, net | $ 5,086 | $ 6,437 |
Goodwill | 21,387 | 21,387 |
Other intangible assets | 380 | 380 |
Subtotal intangible assets | 26,853 | 28,204 |
Deferred costs, net | 98 | 151 |
Total | $ 26,951 | $ 28,355 |
Terminal capitalization rate | Discounted cash flow method | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Goodwill impairment measurement input | 6.50% | |
Terminal capitalization rate | Discounted cash flow method | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Goodwill impairment measurement input | 7.75% | |
Discount rate | Discounted cash flow method | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Goodwill impairment measurement input | 7.75% | |
Discount rate | Discounted cash flow method | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Goodwill impairment measurement input | 9.25% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Accounting Policies [Abstract] | |
October 1 to December 31, 2020 | $ 468 |
2021 | 1,871 |
2022 | 593 |
2023 | 337 |
2024 | 337 |
Thereafter | 1,578 |
Total | $ 5,184 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Other Assets and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other assets: | ||
Healthcare facility regulatory reserve deposit | $ 0 | $ 6,000 |
Remainder interest in condominium units | 2,327 | 2,327 |
Prepaid expenses | 4,547 | 3,841 |
Lease / rent inducements, net | 2,065 | 1,636 |
Utility deposits | 314 | 317 |
Other | 308 | 368 |
Total | 9,561 | 14,489 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 26,504 | $ 16,936 |
Regulatory Reserve Deposit | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 6,000 |
Operating Real Estate - Identif
Operating Real Estate - Identifiable Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Real Estate [Abstract] | ||
Land | $ 236,036 | $ 236,036 |
Land improvements | 23,700 | 23,287 |
Buildings and improvements | 1,466,252 | 1,551,113 |
Tenant improvements | 16,041 | 14,642 |
Construction in progress | 1,593 | 4,956 |
Furniture, fixtures and equipment | 106,408 | 100,998 |
Subtotal | 1,850,030 | 1,931,032 |
Less: Accumulated depreciation | (278,334) | (230,814) |
Operating real estate, net | $ 1,571,696 | $ 1,700,218 |
Operating Real Estate - Narrati
Operating Real Estate - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Real Estate [Line Items] | |||||
Depreciation | $ 15.5 | $ 15.7 | $ 47.5 | $ 46.8 | |
Impairment loss | 91.4 | $ 10.1 | |||
Building and Building Improvements | |||||
Real Estate [Line Items] | |||||
Accumulated impairment | $ 148.7 | $ 148.7 | $ 58 |
Investments in Unconsolidated_3
Investments in Unconsolidated Ventures - Changes in Carrying Value (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2019USD ($)facility | Oct. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 30, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Carrying Value | $ 230,257,000 | $ 230,257,000 | $ 268,894,000 | |||||||
Number of properties sold | facility | 11 | |||||||||
Proceeds from sale of held-for-sale property | $ 118,000,000 | |||||||||
Proceeds from sale of held-for-sale property, net | $ 4,300,000 | |||||||||
Equity in earnings (losses) of unconsolidated ventures | (1,043,000) | $ (3,037,000) | (36,799,000) | $ (7,666,000) | ||||||
Select Revenues and (Expenses), net | (8,602,000) | (11,534,000) | (67,770,000) | (34,027,000) | ||||||
Cash Distributions | 198,000 | 4,767,000 | 1,963,000 | 16,846,000 | ||||||
Federal COVID-19 provider relief funds received | $ 600,000 | $ 800,000 | 1,400,000 | |||||||
Trilogy | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Federal COVID-19 provider relief funds received | $ 30,700,000 | |||||||||
Eclipse | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest (as a percentage) | 5.60% | 5.60% | ||||||||
Carrying Value | $ 5,715,000 | $ 5,715,000 | 9,483,000 | |||||||
Capitalized acquisition costs | 1,300,000 | |||||||||
Equity in earnings (losses) of unconsolidated ventures | (191,000) | 1,090,000 | (3,683,000) | 758,000 | ||||||
Select Revenues and (Expenses), net | (463,000) | 750,000 | (4,381,000) | (402,000) | ||||||
Cash Distributions | $ 0 | 2,286,000 | $ 86,000 | 2,573,000 | ||||||
Envoy | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest (as a percentage) | 11.40% | 11.40% | ||||||||
Carrying Value | $ 9,000 | $ 9,000 | 399,000 | |||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 96,000 | ||||||
Select Revenues and (Expenses), net | 0 | 0 | 0 | (822,000) | ||||||
Cash Distributions | $ 198,000 | 0 | $ 390,000 | 4,339,000 | ||||||
Griffin-American | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest (as a percentage) | 14.30% | 14.30% | ||||||||
Carrying Value | $ 85,807,000 | $ 85,807,000 | 125,597,000 | |||||||
Capitalized acquisition costs | 13,400,000 | |||||||||
Equity in earnings (losses) of unconsolidated ventures | 185,000 | (3,626,000) | (37,905,000) | (7,654,000) | ||||||
Select Revenues and (Expenses), net | (2,273,000) | (6,234,000) | (44,729,000) | (16,046,000) | ||||||
Cash Distributions | $ 0 | 1,030,000 | $ 1,487,000 | 5,581,000 | ||||||
Espresso | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest (as a percentage) | 36.70% | 36.70% | ||||||||
Carrying Value | $ 0 | $ 0 | 0 | |||||||
Capitalized acquisition costs | 7,600,000 | |||||||||
Equity in earnings (losses) of unconsolidated ventures | 60,000 | (667,000) | (522,000) | (3,034,000) | ||||||
Select Revenues and (Expenses), net | (2,814,000) | (2,274,000) | (8,256,000) | (6,324,000) | ||||||
Cash Distributions | $ 0 | 0 | $ 0 | 0 | ||||||
Espresso | Mezzanine loans | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Carrying Value | $ 0 | |||||||||
Trilogy | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest (as a percentage) | 23.00% | 23.20% | 23.20% | 29.00% | ||||||
Carrying Value | $ 138,726,000 | $ 138,726,000 | 133,361,000 | |||||||
Capitalized acquisition costs | 9,800,000 | |||||||||
Ownership interest sold (as a percentage) | 20.00% | |||||||||
Proceeds from sale of equity method investments | $ 48,000,000 | |||||||||
Equity in earnings (losses) of unconsolidated ventures | (1,091,000) | 156,000 | 5,365,000 | 2,188,000 | ||||||
Select Revenues and (Expenses), net | (3,052,000) | (3,776,000) | (10,404,000) | (10,433,000) | ||||||
Cash Distributions | 0 | 1,451,000 | 0 | 4,353,000 | ||||||
Federal COVID-19 provider relief funds received | 7,100,000 | |||||||||
Eclipse, Envoy, Griffin-American, Espresso, Trilogy | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Carrying Value | 230,257,000 | 230,257,000 | 268,840,000 | |||||||
Equity in earnings (losses) of unconsolidated ventures | (1,037,000) | (3,047,000) | (36,745,000) | (7,646,000) | ||||||
Select Revenues and (Expenses), net | (8,602,000) | (11,534,000) | (67,770,000) | (34,027,000) | ||||||
Cash Distributions | $ 198,000 | 4,767,000 | $ 1,963,000 | 16,846,000 | ||||||
Operator Platform | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest (as a percentage) | 20.00% | 20.00% | ||||||||
Carrying Value | $ 0 | $ 0 | $ 54,000 | |||||||
Equity in earnings (losses) of unconsolidated ventures | (6,000) | 10,000 | (54,000) | (20,000) | ||||||
Select Revenues and (Expenses), net | 0 | 0 | 0 | 0 | ||||||
Cash Distributions | 0 | $ 0 | $ 0 | $ 0 | ||||||
Solstice Senior Living | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Equity in earnings (losses) of unconsolidated ventures | $ (20,000) | |||||||||
Winterfell | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest (as a percentage) | 20.00% | 20.00% | ||||||||
Winterfell | Solstice Senior Living | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest (as a percentage) | 80.00% | 80.00% |
Investments in Unconsolidated_4
Investments in Unconsolidated Ventures - Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Operating real estate, net | $ 1,571,696 | $ 1,571,696 | $ 1,700,218 | ||||||||
Other assets | 9,561 | 9,561 | 14,489 | ||||||||
Total assets | [1] | 2,007,962 | 2,007,962 | 2,141,207 | |||||||
Total liabilities | [1] | 1,505,915 | 1,505,915 | 1,473,703 | |||||||
Equity | 502,047 | $ 517,137 | $ 654,454 | $ 693,360 | $ 706,922 | $ 726,119 | 502,047 | $ 693,360 | 667,504 | $ 744,374 | |
Total liabilities and equity | 2,007,962 | 2,007,962 | 2,141,207 | ||||||||
Total revenues | 67,755 | 72,778 | 209,954 | 220,271 | |||||||
Net income (loss) | (18,158) | $ (139,995) | $ (12,547) | (14,697) | $ (17,460) | $ (18,669) | (170,700) | (50,826) | |||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Operating real estate, net | 3,360,236 | 3,360,236 | 3,566,586 | ||||||||
Other assets | 1,106,302 | 1,106,302 | 1,053,433 | ||||||||
Total assets | 4,466,538 | 4,466,538 | 4,620,019 | ||||||||
Total liabilities | 3,359,633 | 3,359,633 | 3,257,970 | ||||||||
Equity | 1,106,905 | 1,106,905 | 1,362,049 | ||||||||
Total liabilities and equity | 4,466,538 | 4,466,538 | $ 4,620,019 | ||||||||
Total revenues | 986,221 | 977,874 | 315,560 | 320,978 | |||||||
Net income (loss) | $ (241,754) | $ (44,048) | $ (3,398) | $ (24,665) | |||||||
[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, 2020, the Operating Partnership includes $0.6 billion and $0.5 billion of assets and liabilities, respectively, of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
Real Estate Debt Investments -
Real Estate Debt Investments - Narrative (Details) - Mezzanine loans | 9 Months Ended |
Sep. 30, 2020Investment | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |
Number of debt instruments | 1 |
Percent of interest income contributed by investment | 100.00% |
Real Estate Debt Investments _2
Real Estate Debt Investments - Schedule of the Company's Real Estate Debt Investment (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Carrying Value | $ 55,038,000 | $ 55,468,000 | |
Carrying value | 230,257,000 | 268,894,000 | |
Espresso | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Carrying value | 0 | 0 | |
Mezzanine loans | Espresso | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Principal Amount | 74,182,000 | ||
Carrying Value | 55,038,000 | 55,468,000 | |
Carrying value | $ 0 | ||
Cumulative excess equity in losses included in mezzanine loan carrying value | $ 19,100,000 | $ 18,600,000 | |
Mezzanine loans | Weighted Average | Espresso | |||
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% |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)debt_instrumentproperty | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Carrying Value | $ 1,441,218 | |
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 | $ 1,441,218 | $ 1,455,413 |
Mortgage notes payable, net | Rochester, NY | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 19,900 | |
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 | 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 | Avamere Portfolio | ||
Debt Instrument [Line Items] | ||
Number of debt instruments | debt_instrument | 5 | |
Number of healthcare real estate properties | property | 5 | |
Mortgage notes payable, net | Denver, CO Non-recourse | Denver, CO | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 20,350 | 20,547 |
Carrying Value | $ 20,334 | 20,500 |
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 | $ 18,882 | 19,170 |
Carrying Value | $ 18,867 | 19,127 |
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 |
Carrying Value | $ 18,407 | 18,357 |
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] | ||
Contractual Interest Rate | 4.25% | |
Principal Amount | $ 19,907 | 20,228 |
Carrying Value | 19,824 | 20,131 |
Mortgage notes payable, net | Rochester, NY Non-recourse, August 2027 | Rochester, NY | ||
Debt Instrument [Line Items] | ||
Principal Amount | 101,224 | 101,224 |
Carrying Value | $ 100,352 | 100,267 |
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 Portfolio | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 12,800 | 12,800 |
Carrying Value | $ 12,493 | 12,232 |
Mortgage notes payable, net | Rochester, NY Non-recourse, August 2021 | Rochester Portfolio | LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate (percentage) | 2.90% | |
Mortgage notes payable, net | Non-Recourse | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 1,437,304 | 1,451,720 |
Carrying Value | $ 1,417,538 | 1,428,229 |
Mortgage notes payable, net | Non-Recourse | Arbors Portfolio | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 3.99% | |
Principal Amount | $ 87,756 | 89,026 |
Carrying Value | $ 86,920 | 88,020 |
Mortgage notes payable, net | Non-Recourse | Watermark Fountains Portfolio | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 3.92% | |
Principal Amount | $ 388,680 | 392,269 |
Carrying Value | $ 387,492 | 390,508 |
Mortgage notes payable, net | Non-Recourse | Watermark Fountains Portfolio 2 | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 5.56% | |
Principal Amount | $ 73,714 | 74,208 |
Carrying Value | $ 73,406 | 73,750 |
Number of healthcare real estate properties | property | 7 | |
Mortgage notes payable, net | Non-Recourse | Winterfell | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 4.17% | |
Principal Amount | $ 624,513 | 632,024 |
Carrying Value | $ 609,210 | 614,415 |
Mortgage notes payable, net | Non-Recourse | Avamere Portfolio | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 4.66% | |
Principal Amount | $ 70,718 | 71,464 |
Carrying Value | 70,233 | 70,922 |
Mortgage notes payable, net | One-Month LIBOR | ||
Debt Instrument [Line Items] | ||
Principal Amount | 172,000 | |
Other notes payable | Non-Recourse | ||
Debt Instrument [Line Items] | ||
Principal Amount | 3,914 | 3,693 |
Carrying Value | $ 3,915 | 3,693 |
Other notes payable | Non-Recourse | Oak Cottage | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 6.00% | |
Principal Amount | $ 3,914 | 3,693 |
Carrying Value | 3,915 | 3,693 |
Mortgages and other notes payable | ||
Debt Instrument [Line Items] | ||
Principal Amount | 1,441,218 | 1,455,413 |
Carrying Value | $ 1,421,453 | $ 1,431,922 |
Borrowings - Maturity Schedule
Borrowings - Maturity Schedule (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
October 1 to December 31, 2020 | $ 9,377 |
2021 | 76,127 |
2022 | 466,725 |
2023 | 19,056 |
2024 | 19,778 |
Thereafter | 850,155 |
Total | $ 1,441,218 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) | Jul. 01, 2020 | May 01, 2020 | Apr. 30, 2020 | Oct. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Nov. 30, 2017 |
Line of Credit Facility [Line Items] | ||||||||||
Forbearance period (days) | 90 days | |||||||||
Principal amount of debt deferred | $ 1,300,000,000 | $ 1,300,000,000 | ||||||||
Forbearance repayment period (months) | 12 months | |||||||||
Interest expense | 16,459,000 | $ 17,218,000 | $ 49,591,000 | $ 51,908,000 | ||||||
Mortgage notes payable, net | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Principal Amount | 1,441,218,000 | 1,441,218,000 | $ 1,455,413,000 | |||||||
Rochester, NY | Mortgage notes payable, net | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum days of interest deferred | 90 days | |||||||||
Maximum duration of principal payments to be deferred | 120 days | |||||||||
Principal Amount | 19,900,000 | 19,900,000 | ||||||||
Colony NorthStar, Inc. | Line of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 15,000,000 | 35,000,000 | 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 | $ 35,000,000 | |||||||||
Interest expense | $ 300,000 | $ 600,000 | ||||||||
LIBOR | Colony NorthStar, Inc. | Line of Credit | ||||||||||
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, 2020 | |
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 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Due to related party | $ 3,884 | $ 5,780 | ||
Advisor | Asset Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Monthly asset management fees as a percentage of investment amount | 0.125% | |||
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 Disposition Fee | ||||
Related Party Transaction [Line Items] | ||||
Asset disposition fee as a percentage of contract sales price of property sold | 2.00% | |||
Asset disposition fee as a percentage of contract sales price of debt investment sold | 1.00% | |||
Asset disposition fee as a percentage of the debt investment prior to such transaction | 1.00% |
Related Party Arrangements - Re
Related Party Arrangements - Reimbursements to Advisor (Narrative) (Details) - Advisor - Operating Costs | 9 Months Ended |
Sep. 30, 2020USD ($)quarter | |
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 |
Percentage of average invested assets reimbursable as operating costs | 2.00% |
Expense reimbursement period (months) | 12 months |
Maximum | |
Related Party Transaction [Line Items] | |
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, 2020USD ($) | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | $ 5,780 |
Incurred | 20,580 |
Paid | (22,476) |
Due to related party, ending balance | 3,884 |
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 | 1,477 |
Incurred | 13,293 |
Paid | (13,293) |
Due to related party, ending balance | 1,477 |
Advisor | Operating costs | General and administrative expenses | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | 4,303 |
Incurred | 7,287 |
Paid | (9,183) |
Due to related party, ending balance | $ 2,407 |
Related Party Arrangements - Is
Related Party Arrangements - Issuance of Common Stock to the Advisor (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||
Share-based payment of advisor asset management fees (in shares) | 1,200,000 | |||||||
Share-based payment of advisor asset management fees | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | ||
Common stock (in shares) | 190,020,662 | 190,020,662 | 189,111,561 | |||||
Common stock | $ 1,900 | $ 1,900 | $ 1,891 | |||||
The Advisor, the Sponsor, and affiliates | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock (in shares) | 4,300,000 | 4,300,000 | ||||||
Common stock | $ 26,900 | $ 26,900 | ||||||
Common stock, outstanding (percentage) | 1.90% | 1.90% |
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, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Oct. 30, 2018 | |
Related Party Transaction [Line Items] | ||||||
Investment portfolio | $ 1,571,696 | $ 1,700,218 | ||||
Payments to acquire interest in joint venture | $ 0 | $ 39,801 | ||||
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% | 29.00% | |||
Investment portfolio | $ 1,200,000 | |||||
Payments to acquire interest in joint venture | $ 201,700 | |||||
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% | |||||
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 | $ 3,800 |
Related Party Arrangements - Sc
Related Party Arrangements - Schedule of Joint Ventures (Details) - Colony NorthStar, Inc. | Sep. 30, 2020 |
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% |
Related Party Arrangements - Or
Related Party Arrangements - Origination of Mezzanine Loan (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jul. 31, 2015 | Sep. 30, 2020 | |
Variable Interest Entity, Not Primary Beneficiary | ||
Related Party Transaction [Line Items] | ||
VIE carrying value | $ 230.3 | |
Mezzanine loans | Variable Interest Entity, Not Primary Beneficiary | ||
Related Party Transaction [Line Items] | ||
VIE carrying value | $ 75 | |
Mezzanine loans | Espresso | ||
Related Party Transaction [Line Items] | ||
Fixed Rate | 10.00% |
Related Party Arrangements - Li
Related Party Arrangements - Line of Credit - Related Party (Narrative) (Details) - Line of Credit - Colony NorthStar, Inc. - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | 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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Equity-based compensation | ||||||
Equity-based compensation expense | $ 45,625 | $ 45,000 | $ 123,292 | $ 135,500 | ||
Unrecognized equity-based compensation | $ 200,000 | $ 200,000 | $ 200,000 | |||
Restricted stock | ||||||
Equity-based compensation | ||||||
Number of shares authorized | 2,000,000 | 2,000,000 | ||||
Restricted common shares grant vesting period | 4 years | 2 years | ||||
Unvested shares (in shares) | 37,260 | 37,260 | 25,360 | |||
Independent Directors | Restricted stock | ||||||
Equity-based compensation | ||||||
Number of shares granted to independent directors (in shares) | 159,932 | |||||
Aggregate value for restricted common shares granted to independent directors | $ 1,300,000 | $ 1,300,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) shares in Millions, $ in Billions | Feb. 02, 2015 | Jan. 19, 2016 | Sep. 30, 2020 |
Class of Stock [Line Items] | |||
Number of shares issued (in shares) | 108.6 | ||
Value of common stock issued | $ 2 | ||
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, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 30, 2016 |
Class of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 108.6 | |||||||||
Value of common stock issued | $ 2,000,000,000 | |||||||||
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) | $ 6.25 | $ 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) | 25.7 | |||||||||
Value of common stock issued | $ 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 | $ 9.50 | |||||||
Follow-on Distribution Reinvestment Plan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share price (in dollars per share) | $ 10.20 | $ 10.20 | $ 10.20 | |||||||
Percentage of offering price | 95.00% | 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 | $ 9.69 |
Stockholders' Equity - Distri_2
Stockholders' Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | 24 Months Ended | |
Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
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 | ||
Operating loss carryforwards | $ 86 |
Stockholder's Equity - Dividend
Stockholder's Equity - Dividends Declared (Details) $ in Millions | Dec. 31, 2019USD ($) |
Distributions | |
Operating loss carryforwards | $ 86 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Shares repurchased during period (in shares) | 0.3 | 1.5 |
Value of shares repurchased during period | $ 2 | $ 10.7 |
Average price per share (in dollars per share) | $ 6.25 | $ 7.10 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Noncontrolling Interest [Abstract] | ||||
Comprehensive (income) loss attributable to non-controlling interests | $ 171 | $ 73 | $ 951 | $ 439 |
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, 2020 | Dec. 31, 2019 |
Financial Assets | ||
Carrying Value | $ 55,038 | $ 55,468 |
Financial Liabilities | ||
Carrying Value | 1,421,453 | 1,431,922 |
Carrying Value | 3,884 | 5,780 |
Mortgage and other notes payable, net | ||
Financial Liabilities | ||
Principal Amount | 1,441,218 | 1,455,413 |
Carrying Value | 1,421,453 | 1,431,922 |
Fair Value | 1,406,546 | 1,450,876 |
Line of Credit | ||
Financial Liabilities | ||
Principal Amount | 35,000 | 0 |
Carrying Value | 35,000 | 0 |
Fair Value | 35,000 | 0 |
Real estate debt investments, net | ||
Financial Assets | ||
Principal Amount | 74,182 | 74,182 |
Carrying Value | 55,038 | 55,468 |
Fair Value | $ 74,182 | $ 74,182 |
Fair Value - Nonrecurring Fair
Fair Value - Nonrecurring Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Operating real estate, net | $ 1,571,696 | $ 1,700,218 | |
Assets held for sale | 0 | 1,649 | |
Impairment loss | 91,400 | $ 10,100 | |
Nonrecurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Operating real estate, net | 109,262 | 27,450 | |
Assets held for sale | 927 | 1,649 | |
Nonrecurring | Level 3 | Operating Real Estate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment loss | 90,715 | 27,021 | |
Nonrecurring | Level 3 | Assets Held-For-Sale | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment loss | $ 722 | $ 533 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - Discounted cash flow method - Real estate investment - Nonrecurring | Sep. 30, 2020 |
Minimum | Terminal capitalization rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input (percentage) | 0.0625 |
Minimum | Discount rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input (percentage) | 0.070 |
Maximum | Terminal capitalization rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input (percentage) | 0.0775 |
Maximum | Discount rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input (percentage) | 0.0775 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of segments | 5 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Properties (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)propertyunit | |
Real Estate Properties [Line Items] | |
Properties Under Management | property | 75 |
Units Under Management | unit | 10,515 |
Property and Other Revenues | $ | $ 209,954 |
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 | property | 30 |
Units Under Management | unit | 5,265 |
Property and Other Revenues | $ | $ 106,499 |
Watermark Retirement Communities | Revenue | |
Real Estate Properties [Line Items] | |
Percentage of Total Property and Other Revenues | 50.80% |
Solstice Senior Living | |
Real Estate Properties [Line Items] | |
Properties Under Management | property | 32 |
Units Under Management | unit | 4,000 |
Property and Other Revenues | $ | $ 76,314 |
Solstice Senior Living | Revenue | |
Real Estate Properties [Line Items] | |
Percentage of Total Property and Other Revenues | 36.30% |
Avamere Health Services | |
Real Estate Properties [Line Items] | |
Properties Under Management | property | 5 |
Units Under Management | unit | 453 |
Property and Other Revenues | $ | $ 13,496 |
Avamere Health Services | Revenue | |
Real Estate Properties [Line Items] | |
Percentage of Total Property and Other Revenues | 6.40% |
Arcadia Management | |
Real Estate Properties [Line Items] | |
Properties Under Management | property | 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 | 3.80% |
Integral Senior Living | |
Real Estate Properties [Line Items] | |
Properties Under Management | property | 3 |
Units Under Management | unit | 162 |
Property and Other Revenues | $ | $ 5,521 |
Integral Senior Living | Revenue | |
Real Estate Properties [Line Items] | |
Percentage of Total Property and Other Revenues | 2.60% |
Senior Lifestyle Corporation | |
Real Estate Properties [Line Items] | |
Properties Under Management | property | 1 |
Units Under Management | unit | 63 |
Property and Other Revenues | $ | $ 0 |
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 | property | 0 |
Units Under Management | unit | 0 |
Property and Other Revenues | $ | $ 163 |
Other | Revenue | |
Real Estate Properties [Line Items] | |
Percentage of Total Property and Other Revenues | 0.10% |
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, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||||||
Property and other revenues | $ 67,755 | $ 72,778 | $ 209,954 | $ 220,271 | ||||
Interest income on debt investments | 1,927 | 1,946 | 5,738 | 5,771 | ||||
Real estate properties - operating expenses | (46,501) | (45,359) | (137,530) | (135,213) | ||||
Interest expense | (16,459) | (17,218) | (49,591) | (51,908) | ||||
Transaction costs | 0 | (29) | (7) | (105) | ||||
Asset management and other fees - related party | (4,431) | (4,994) | (13,293) | (14,983) | ||||
General and administrative expenses | (3,446) | (2,807) | (8,763) | (8,210) | ||||
Depreciation and amortization | (15,945) | (16,164) | (48,929) | (54,525) | ||||
Impairment loss | 0 | 0 | (91,437) | (10,146) | ||||
Realized gain (loss) on investments and other | 0 | 204 | 0 | 5,926 | ||||
Equity in earnings (losses) of unconsolidated ventures | (1,043) | (3,037) | (36,799) | (7,666) | ||||
Income tax expense | (15) | (17) | (43) | (38) | ||||
Net income (loss) | (18,158) | $ (139,995) | $ (12,547) | (14,697) | $ (17,460) | $ (18,669) | (170,700) | (50,826) |
Net Lease | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Property and other revenues | 8,225 | 8,204 | 24,673 | 25,203 | ||||
Interest income on debt investments | 0 | 0 | 0 | 0 | ||||
Real estate properties - operating expenses | 0 | (5) | (13) | (5) | ||||
Interest expense | (2,967) | (3,025) | (8,879) | (9,424) | ||||
Transaction costs | 0 | 0 | 0 | |||||
Asset management and other fees - related party | 0 | 0 | 0 | 0 | ||||
General and administrative expenses | (562) | (47) | (667) | (159) | ||||
Depreciation and amortization | (3,722) | (3,595) | (11,123) | (10,657) | ||||
Impairment loss | (722) | (146) | ||||||
Realized gain (loss) on investments and other | 0 | 5,871 | ||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
Net income (loss) | 974 | 1,532 | 3,269 | 10,683 | ||||
Operating | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Property and other revenues | 59,507 | 64,496 | 185,118 | 194,391 | ||||
Interest income on debt investments | 0 | 0 | 0 | 0 | ||||
Real estate properties - operating expenses | (46,501) | (45,354) | (137,517) | (135,208) | ||||
Interest expense | (13,165) | (14,193) | (40,089) | (42,382) | ||||
Transaction costs | (29) | (7) | (105) | |||||
Asset management and other fees - related party | 0 | 0 | 0 | 0 | ||||
General and administrative expenses | (82) | 19 | (182) | (17) | ||||
Depreciation and amortization | (12,223) | (12,569) | (37,806) | (43,868) | ||||
Impairment loss | (90,715) | (10,000) | ||||||
Realized gain (loss) on investments and other | 204 | 431 | ||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax expense | (15) | (17) | (43) | (38) | ||||
Net income (loss) | (12,479) | (7,443) | (121,241) | (36,796) | ||||
Unconsolidated Investments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Property and other revenues | 0 | 0 | 0 | 0 | ||||
Interest income on debt investments | 0 | 0 | 0 | 0 | ||||
Real estate properties - operating expenses | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Transaction costs | 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 loss | 0 | 0 | ||||||
Realized gain (loss) on investments and other | 0 | 0 | ||||||
Equity in earnings (losses) of unconsolidated ventures | (1,043) | (3,037) | (36,799) | (7,666) | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
Net income (loss) | (1,043) | (3,037) | (36,799) | (7,666) | ||||
Debt and Securities | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Property and other revenues | 0 | 10 | 0 | 29 | ||||
Interest income on debt investments | 1,927 | 1,946 | 5,738 | 5,771 | ||||
Real estate properties - operating expenses | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Transaction costs | 0 | 0 | 0 | |||||
Asset management and other fees - related party | 0 | 0 | 0 | 0 | ||||
General and administrative expenses | 0 | (10) | (19) | (28) | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||
Impairment loss | 0 | 0 | ||||||
Realized gain (loss) on investments and other | 0 | 0 | ||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
Net income (loss) | 1,927 | 1,946 | 5,719 | 5,772 | ||||
Corporate | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Property and other revenues | 23 | 68 | 163 | 648 | ||||
Interest income on debt investments | 0 | 0 | 0 | 0 | ||||
Real estate properties - operating expenses | 0 | 0 | 0 | 0 | ||||
Interest expense | (327) | 0 | (623) | (102) | ||||
Transaction costs | 0 | 0 | 0 | |||||
Asset management and other fees - related party | (4,431) | (4,994) | (13,293) | (14,983) | ||||
General and administrative expenses | (2,802) | (2,769) | (7,895) | (8,006) | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||
Impairment loss | 0 | 0 | ||||||
Realized gain (loss) on investments and other | 0 | (376) | ||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
Net income (loss) | $ (7,537) | $ (7,695) | $ (21,648) | $ (22,819) |
Segment Reporting - Summary of
Segment Reporting - Summary of Assets by Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Assets | [1] | $ 2,007,962 | $ 2,141,207 |
Direct Investments - Net Lease Segment | |||
Segment Reporting Information [Line Items] | |||
Assets | 353,283 | 365,789 | |
Direct Investments - Operating Segment | |||
Segment Reporting Information [Line Items] | |||
Assets | 1,304,172 | 1,420,023 | |
Unconsolidated Investments | |||
Segment Reporting Information [Line Items] | |||
Assets | 230,254 | 268,892 | |
Debt and Securities | |||
Segment Reporting Information [Line Items] | |||
Assets | 55,649 | 56,099 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 64,604 | $ 30,404 | |
[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, 2020, 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.” |