Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Global Medical REIT Inc. | |
Entity Central Index Key | 1,533,615 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | GMRE | |
Entity Common Stock, Shares Outstanding | 21,630,675 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Investment in real estate: | ||
Land | $ 55,330 | $ 42,701 |
Building | 486,766 | 384,338 |
Site improvements | 6,562 | 4,808 |
Tenant improvements | 12,189 | 8,010 |
Acquired lease intangible assets | 41,162 | 31,650 |
Real Estate Investment Property, at Cost, Total | 602,009 | 471,507 |
Less: accumulated depreciation and amortization | (22,026) | (13,594) |
Investment in real estate, net | 579,983 | 457,913 |
Cash and cash equivalents | 4,755 | 5,109 |
Restricted cash | 1,432 | 2,005 |
Tenant receivables | 1,339 | 704 |
Escrow deposits | 2,080 | 1,638 |
Deferred assets | 7,200 | 3,993 |
Deferred financing costs, net | 2,955 | 2,750 |
Other assets | 2,283 | 459 |
Total assets | 602,027 | 474,571 |
Liabilities: | ||
Revolving credit facility | 288,350 | 164,900 |
Notes payable, net of unamortized discount of $865 and $930 at June 30, 2018 and December 31, 2017, respectively | 38,610 | 38,545 |
Accounts payable and accrued expenses | 5,494 | 2,020 |
Dividends payable | 5,940 | 5,638 |
Security deposits and other | 5,052 | 2,128 |
Due to related parties, net | 987 | 1,036 |
Acquired lease intangible liability, net | 2,081 | 1,291 |
Total liabilities | 346,514 | 215,558 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized; 3,105 issued and outstanding at June 30, 2018 and December 31, 2017 (liquidation preference of $77,625 at June 30, 2018 and December 31, 2017) | 74,959 | 74,959 |
Common stock, $0.001 par value, 500,000 shares authorized; 21,631 shares issued and outstanding at June 30, 2018 and December 31, 2017 | 22 | 22 |
Additional paid-in capital | 205,788 | 205,788 |
Accumulated deficit | (42,739) | (34,434) |
Total Global Medical REIT Inc. stockholders' equity | 238,030 | 246,335 |
Noncontrolling interest | 17,483 | 12,678 |
Total stockholders' equity | 255,513 | 259,013 |
Total liabilities and stockholders' equity | $ 602,027 | $ 474,571 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Notes payable, net of unamortized discount | $ 865 | $ 930 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 3,105 | 3,105 |
Preferred stock, shares outstanding | 3,105 | 3,105 |
Preferred Stock, Liquidation Preference, Value | $ 77,625 | $ 77,625 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000 | 500,000 |
Common stock, shares issued | 21,631 | 21,631 |
Common stock, shares outstanding | 21,631 | 21,631 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue | ||||
Rental revenue | $ 12,581 | $ 6,667 | $ 23,069 | $ 11,296 |
Expense recoveries | 659 | 698 | 1,727 | 698 |
Other income | 9 | 58 | 18 | 88 |
Total revenue | 13,249 | 7,423 | 24,814 | 12,082 |
Expenses | ||||
General and administrative | 1,768 | 1,835 | 2,774 | 3,427 |
Operating expenses | 680 | 747 | 1,784 | 770 |
Management fees - related party | 1,095 | 628 | 2,176 | 1,256 |
Depreciation expense | 3,445 | 1,851 | 6,351 | 3,197 |
Amortization expense | 926 | 459 | 1,691 | 803 |
Interest expense | 3,942 | 1,990 | 6,627 | 3,091 |
Acquisition fees | 9 | 536 | 126 | 1,479 |
Total expenses | 11,865 | 8,046 | 21,529 | 14,023 |
Net income (loss) | 1,384 | (623) | 3,285 | (1,941) |
Less: Preferred stock dividends | (1,455) | 0 | (2,911) | 0 |
Less: Net loss (income) attributable to noncontrolling interest | 7 | 0 | (28) | 0 |
Net (loss) income attributable to common stockholders | $ (64) | $ (623) | $ 346 | $ (1,941) |
Net (loss) income attributable to common stockholders per share – basic and diluted | $ 0 | $ (0.04) | $ 0.02 | $ (0.11) |
Weighted average shares outstanding – basic and diluted | 21,631 | 17,644 | 21,631 | 17,625 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | GMR Equity [Member] | Noncontrolling Interest [Member] |
Balances, December 31, 2017 at Dec. 31, 2017 | $ 259,013 | $ 22 | $ 74,959 | $ 205,788 | $ (34,434) | $ 246,335 | $ 12,678 |
Balance (Shares) at Dec. 31, 2017 | 21,631 | 3,105 | |||||
Net income | 3,285 | $ 0 | $ 0 | 0 | 3,257 | 3,257 | 28 |
Stock-based compensation expense | 1,237 | 0 | 0 | 0 | 0 | 0 | 1,237 |
Dividends to common stockholders | (8,651) | 0 | 0 | 0 | (8,651) | (8,651) | 0 |
Dividends to preferred stockholders | (2,911) | 0 | 0 | 0 | (2,911) | (2,911) | 0 |
Dividends to noncontrolling interest | (939) | 0 | 0 | 0 | 0 | 0 | (939) |
OP Units issued to third parties | 4,742 | 0 | 0 | 0 | 0 | 0 | 4,742 |
LTIP Units redeemed in cash | (263) | 0 | 0 | 0 | 0 | 0 | (263) |
Balances, June 30, 2018 at Jun. 30, 2018 | $ 255,513 | $ 22 | $ 74,959 | $ 205,788 | $ (42,739) | $ 238,030 | $ 17,483 |
Balances (Shares) at Jun. 30, 2018 | 21,631 | 3,105 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Operating activities | |||
Net income (loss) | $ 3,285 | $ (1,941) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation expense | 6,351 | 3,197 | |
Amortization of acquired lease intangible assets | 1,691 | 803 | |
Amortization of above (below) market leases, net | 294 | (11) | |
Amortization of deferred financing costs | 983 | 500 | |
Stock-based compensation expense | 1,237 | 1,140 | |
Capitalized pre-acquisition costs charged to expense | 46 | 5 | |
Changes in operating assets and liabilities: | |||
Tenant receivables | (635) | (322) | |
Deferred assets | (2,635) | (1,162) | |
Other assets | 97 | 0 | |
Accounts payable and accrued expenses | 1,254 | 1,395 | |
Security deposits and other | 2,924 | 1,725 | |
Accrued management fees due to related party | 31 | 8 | |
Net cash provided by operating activities | 14,923 | 5,337 | |
Investing activities | |||
Purchase of land, buildings, and other tangible and intangible assets and liabilities | (124,874) | (148,474) | |
Escrow deposits for purchase of properties | (298) | 249 | |
(Loans to) repayments from related parties | (80) | 40 | |
Payments for tenant improvements | (437) | 0 | |
Pre-acquisition costs for purchase of properties | 118 | 121 | |
Net cash used in investing activities | (125,571) | (148,064) | |
Financing activities | |||
Net proceeds received from follow-on offering | 0 | 29,553 | |
Escrow deposits required by third party lenders | (144) | (17) | |
Borrowings from related parties | 0 | 10 | |
Repayment of note payable from related party | 0 | (421) | |
Proceeds from revolving credit facility | 129,950 | 141,800 | |
Repayment of revolving credit facility | (6,500) | (25,000) | |
Payments of deferred financing costs | (1,123) | (2,277) | |
Redemption of LTIP Units | (263) | 0 | |
Dividends paid to common stockholders, and OP Unit and LTIP Unit holders | (9,288) | (7,208) | |
Dividends paid to preferred stockholders | (2,911) | 0 | |
Net cash provided by financing activities | 109,721 | 136,440 | |
Net decrease in cash and cash equivalents and restricted cash | (927) | (6,287) | |
Cash and cash equivalents and restricted cash—beginning of period | 7,114 | 20,612 | |
Cash and cash equivalents and restricted cash—end of period | [1] | 6,187 | 14,325 |
Supplemental cash flow information: | |||
Cash payments for interest | 5,592 | 2,480 | |
Noncash financing and investing activities: | |||
Accrued dividends payable | 5,826 | 3,701 | |
Accrued pre-acquisition costs for purchase of properties and tenant improvements | 1,647 | 74 | |
Accrued deferred asset costs | 572 | 0 | |
Accrued deferred public offering costs | 0 | 174 | |
Reclassification of deferred follow-on offering costs to additional paid-in capital | 0 | 394 | |
OP Units issued for noncash transaction | $ 4,742 | $ 0 | |
[1] | Represents the total of the amounts at the end of the periods presented on the Consolidated Statements of Cash Flows as required by ASU 2016-18. The cash and cash equivalents and restricted cash balance as of December 31, 2017 and December 31, 2016 (the beginning of the periods presented) was $7,114 and $20,612, respectively. |
Organization
Organization | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Organization Global Medical REIT Inc. (the “Company”) is a Maryland corporation engaged primarily in the acquisition of licensed, state-of-the-art, purpose-built healthcare facilities and the leasing of these facilities to strong clinical operators with leading market share. The Company is externally managed and advised by Inter-American Management, LLC (the “Advisor”). The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary named Global Medical REIT L.P. (the “Operating Partnership”) and the Operating Partnership’s wholly-owned subsidiaries. The Company, through a wholly-owned subsidiary, serves as the sole general partner of the Operating Partnership. As of June 30, 2018, the Company was the 89.85% limited partner of the Operating Partnership, with an aggregate of 10.15% owned by holders of long-term incentive plan (“LTIP”) units and third-party holders of Operating Partnership units (“OP Units”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements are unaudited and include the accounts of the Company, including the Operating Partnership and its wholly-owned subsidiaries. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2017. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the financial statements for the interim periods have been made. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, including the Operating Partnership and its wholly-owned subsidiaries. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP units that have been granted to the Company’s and Advisor’s directors, officers and employees and the OP Units held by third parties. Refer to Note 5 – “Stockholders’ Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the LTIP units and OP Units. The Company classifies noncontrolling interest as a component of consolidated equity on its Consolidated Balance Sheets, separate from the Company’s total stockholders’ equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP units and OP Units held by the total number of shares of common stock and units outstanding. Any future issuances of additional LTIP units or OP Units would change the noncontrolling ownership interest. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes. Actual results could differ from those estimates. Cash and Cash Equivalents and Restricted Cash On January 1, 2018 the Company adopted the provisions of Accounting Standards Update (“ASU”) 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash” (“ASU 2016-18”) , As of June 30, 2018 2017 Cash and cash equivalents $ 4,755 $ 12,034 Restricted cash $ 1,432 $ 2,291 Total cash and cash equivalents and restricted cash (1) $ 6,187 $ 14,325 (1) The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent (1) certain security deposits received from tenants at the inception of their leases; (2) cash required to be held by a third-party lender as a reserve for debt service; and (3) funds held by the Company that were received from certain tenants that the Company collected to pay specific tenant expenses, such as real estate taxes and insurance, on the tenant’s behalf. Tenant Receivables The tenant receivable balance as of June 30, 2018 and December 31, 2017 was $1,339 and $704, respectively. The balance as of June 30, 2018 consisted of $209 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received and $1,084 in funds owed by certain of the Company’s tenants for amounts the Company collects to pay specific tenant expenses, such as real estate taxes and insurance, on the tenants’ behalf. Additionally, as of June 30, 2018 the balance included $46 in miscellaneous receivables. The balance as of December 31, 2017 consisted of $125 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, and $579 in funds owed by certain of the Company’s tenants for amounts the Company collects to pay specific tenant expenses, such as real estate taxes and insurance, on the tenants’ behalf. Escrow Deposits The escrow balance as of June 30, 2018 and December 31, 2017 was $2,080 and $1,638, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes, insurance, and other amounts as stipulated by the Company’s Cantor Loan, as hereinafter defined. Deferred Assets The deferred assets balance as of June 30, 2018 and December 31, 2017 was $7,200 and $3,993, respectively. The balance as of June 30, 2018 consisted of $6,396 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and the balance of $804 represented other deferred costs. The balance as of December 31, 2017 consisted of $3,842 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and the balance of $151 represented other deferred costs. Other Assets The other assets balance as of June 30, 2018 and December 31, 2017 was $2,283 and $459, respectively. The balance as of June 30, 2018 consisted primarily of $2,036 in construction-in-process related to tenant improvements (of which $1,599 was accrued and not paid as of June 30, 2018). Additionally, the balance consisted of $200 in capitalized costs related to property acquisitions and $47 in a prepaid asset. The balance as of December 31, 2017 consisted of $316 in capitalized costs related to property acquisitions and $143 in a prepaid asset. Security Deposits and Other The security deposits and other liability balance as of June 30, 2018 and December 31, 2017 was $5,052 and $2,128, respectively. The balance as of June 30, 2018 consisted of security deposits of $4,209 and a tenant impound liability of $843 related to amounts owed for specific tenant expenses, such as real estate taxes and insurance. The balance as of December 31, 2017 consisted of security deposits of $1,620 and a tenant impound liability of $508 related to amounts owed for specific tenant expenses. Reclassification The Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017 includes the expense line item “Operating Expenses.” For the three and six months ended June 30, 2018 this line item primarily included reimbursable property operating expenses that the Company pays on behalf of certain of its tenants, including real estate taxes and insurance as well as non-reimbursable property operating expenses. During the three and six months ended June 30, 2017, the Company recorded property operating expenses in the “General and Administrative” expense line item. Accordingly, for the three and six months ended June 30, 2017 these expenses have been reclassified from the “General and Administrative” expense line item into the “Operating Expenses” line item within the Company’s Consolidated Statements of Operations. New Accounting Pronouncements Leases and Revenue Recognition In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02 “Leases” (“ASU 2016-02”). This standard created Topic 842, Leases, and superseded FASB ASC 840, “Leases.” ASU 2016-02 requires a lessee to recognize the assets and liabilities that arise from leases (both operating and finance leases). However, for leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities. The main difference between the existing guidance on accounting for leases and the new standard is that operating leases will now be recorded as assets and liabilities. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for operating leases. ASU 2016-02 is expected to impact the Company’s consolidated financial statements as the Company has certain operating ground lease arrangements for which it is the lessee and therefore will be required to recognize right of use assets and related lease liabilities on its consolidated balance sheets upon adoption of this new standard. Current GAAP requires only capital leases to be recognized in the balance sheet, and amounts related to operating leases largely are reflected in the financial statements as rent expense on the income statement and in disclosures to the financial statements. ASU 2016-02 is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018. Early adoption is permitted. Based on its anticipated election of the practical expedients, the Company anticipates that its leases where it is the lessor and several ground leases where the Company is the lessee will continue to be accounted for as operating leases under the new standard. Therefore, as of January 1, 2019, the Company does not currently anticipate significant changes in the accounting for its lease revenues and expenses. For the Company’s ground leases where it is the lessee, the Company will be required to recognize right of use assets and related lease liabilities on its consolidated balance sheets upon adoption. The Company would not be required to reassess the classification of existing leases where it is the lessor or existing ground leases where it is the lessee and therefore the leases would continue to be accounted for as operating leases. However, in the event the Company modifies existing leases or enters into new leases after adoption of the new standard, such leases may be classified as finance leases. The Company will continue to evaluate the impact of adopting the new leases standard on its consolidated statements of income and comprehensive income and consolidated balance sheets. In May 2014, with subsequent updates issued in August 2015 and March, April and May 2016, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 was developed to enable financial statement users to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The update’s core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies are to use a five-step contract review model to ensure revenue is recognized, measured and disclosed in accordance with this principle. Those steps include the following: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to each performance obligation in the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. The Company has identified four main revenue streams, three of which originate from lease contracts and will be subject to Leases ASU 2016-02, Topic 842 (described above) effective for annual reporting periods (including interim periods) beginning after December 15, 2018. The Company’s revenue streams are: Revenue Recognition (ASU 2014-09, Topic 610-20): Gain (loss) on sale of real estate properties Leases (ASU 2016-02, Topic 842): · Rental revenues · Straight line rents · Tenant recoveries Management adopted the provisions of ASU 2014-09 effective January 1, 2018 and concluded that all of the Company’s material revenue streams fall outside of the scope of this guidance. During the three and six months ended June 30, 2018 and 2017, the Company sold no real estate properties and therefore had no revenue streams from that source. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption. The Company selected the modified retrospective transition method as of the date of adoption effective January 1, 2018. Management concluded that the majority of total revenues consist of rental income from leasing arrangements, which is specifically excluded from the standard. The Company analyzed its remaining revenue streams and concluded there are no changes in revenue recognition with the adoption of the new standard. As such, adoption of ASU 2014-09 did not result in a cumulative adjustment recognized as of January 1, 2018, and the standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 stipulates that the existing accounting guidance for share-based payments to employees will also apply to nonemployee share-based transactions, with the exception of a few transactions that are outlined in the standard. ASU 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2018-07 on its consolidated financial statements and related disclosures as well as the timing of adopting the standard. |
Property Portfolio
Property Portfolio | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3 – Property Portfolio Implementation of New Business Combination Accounting Standard Effective January 1, 2018, the Company adopted the provisions of ASU 2017-01 – “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 provides revised guidance to determine when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition. ASU 2017-01 requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs will continue to be capitalized for asset acquisitions and expensed as incurred for business combinations. ASU 2017-01 will result in most, if not all, of the Company’s post January 1, 2018 acquisitions being accounted for as asset acquisitions because substantially all of the fair value of the gross assets the Company acquires are concentrated in a single asset or group of similar identifiable assets. For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant) the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Summary of Properties Acquired During the Six Months Ended June 30, 2018 During the six months ended June 30, 2018, the Company completed six acquisitions. For all six acquisitions, substantially all of the fair value of the acquisitions was concentrated in a single identifiable asset or group of similar identifiable assets and therefore all of the acquisitions represent asset acquisitions under the guidance provided by ASU 2017-01. Accordingly, transaction costs for these acquisitions were capitalized. A rollforward of the gross investment in land, building and improvements as of June 30, 2018, resulting from these acquisitions is as follows: Land Building Site & Tenant Improvements Acquired Lease Intangibles Gross Investment in Real Estate Balances as of January 1, 2018 $ 42,701 $ 384,338 $ 12,818 $ 31,650 $ 471,507 Facility Acquired – Date Acquired: Moline / Silvis – 1/24/18 - 4,895 1,216 989 7,100 Freemont – 2/9/18 162 8,335 - - 8,497 Gainesville – 2/23/18 625 9,885 - - 10,510 Dallas – 3/1/18 6,272 17,012 - - 23,284 Orlando – 3/22/18 2,543 11,720 756 1,395 16,414 Belpre – 4/19/18 3,027 50,581 3,961 7,128 64,697 Total Additions (1) 12,629 102,428 5,933 9,512 130,502 Balances as of June 30, 2018 $ 55,330 $ 486,766 $ 18,751 $ 41,162 $ 602,009 (1) Depreciation expense was $3,445 and $6,351 for the three and six months ended June 30, 2018, respectively, and $1,851 and $3,197 for the three and six months ended June 30, 2017, respectively. As of June 30, 2018, the Company had aggregate capital improvement commitments to improve or expand existing tenant space of $19,036. Many of these allowances are subject to contingencies that make it difficult to predict when such allowances will be utilized, if at all. However, the Company expects to be obligated to spend approximately $2,954 in tenant improvements during 2018 (of which $2,036 was incurred as of June 30, 2018) in connection with its Sherman, Silvis, and Gainesville facilities. The following is a summary of the acquisitions completed during the six months ended June 30, 2018. Each acquisition was accounted for as an asset acquisition in accordance with the provisions of ASU 2017-01: Moline / Silvis Facilities Moline Facility - Silvis Facility - The aggregate purchase price for the Moline/Silvis facilities was $6.9 million. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed for this acquisition: Site improvements $ 249 Building and tenant improvements 5,862 In-place leases 343 Above market ground lease intangibles 219 Leasing costs 427 Below market lease intangibles (229 ) Total purchase price $ 6,871 Fremont Facility - Gainesville Facility - Dallas Facility - Orlando Facilities - The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 3,075 Building and tenant improvements 11,944 In-place leases 808 Above market lease intangibles 229 Leasing costs 358 Below market lease intangibles (10 ) Total purchase price $ 16,404 Belpre Portfolio Land and site improvements $ 4,000 Building and tenant improvements 53,569 In-place leases 2,666 Above market lease intangibles 2,494 Leasing costs 1,968 Below market lease intangibles (646 ) Total purchase price $ 64,051 Intangible Assets and Liabilities The following is a summary of the carrying amount of intangible assets and liabilities as of the dates presented: As of June 30, 2018 Cost Accumulated Amortization Net Assets In-place leases $ 20,878 $ (2,727 ) $ 18,151 Above market ground lease 707 (16 ) 691 Above market leases 7,348 (600 ) 6,748 Leasing costs 12,229 (1,079 ) 11,150 $ 41,162 $ (4,422 ) $ 36,740 Liabilities Below market leases $ 2,275 $ (194 ) $ 2,081 As of December 31, 2017 Cost Accumulated Amortization Net Assets In-place leases $ 17,061 $ (1,577 ) $ 15,484 Above market ground lease 488 (6 ) 482 Above market leases 4,625 (220 ) 4,405 Leasing costs 9,476 (538 ) 8,938 $ 31,650 $ (2,341 ) $ 29,309 Liabilities Below market leases $ 1,389 $ (98 ) $ 1,291 The following is a summary of the acquired lease intangible amortization: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Amortization expense related to in-place leases $ 629 $ 353 $ 1,150 $ 634 Amortization expense related to leasing costs $ 297 $ 106 $ 541 $ 169 Decrease in rental revenue related to above market ground lease $ 6 $ 2 $ 10 $ 2 Decrease in rental revenue related to above market leases $ 229 $ 14 $ 380 $ 18 Increase in rental revenue related to below market leases $ 54 $ 19 $ 96 $ 31 As of June 30, 2018, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each fiscal year ended December 31 is listed below: Net Decrease in Revenue Net Increase in Expenses 2018 (six months remaining) $ (377 ) $ 1,889 2019 (653 ) 3,669 2020 (602 ) 3,615 2021 (605 ) 3,001 2022 (606 ) 2,691 Thereafter (2,515 ) 14,436 Total $ (5,358 ) $ 29,301 As of June 30, 2018, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 7.73 years and 9.31 years, respectively. |
Notes Payable and Revolving Cre
Notes Payable and Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 4 – Notes Payable and Revolving Credit Facility Summary of Notes Payable, Net of Discount The Company’s notes payable, net, includes two loans: (1) the Cantor Loan and (2) the West Mifflin Note, described below. The following table sets forth the aggregate balances of these loans as of the dates presented: June 30, 2018 December 31, 2017 Notes payable, gross $ 39,475 $ 39,475 Less: Unamortized debt discount (865 ) (930 ) Notes payable, net $ 38,610 $ 38,545 Costs incurred related to securing these debt instruments were capitalized as a debt discount, net of accumulated amortization, and are netted against the Company’s Notes Payable balance in the accompanying Consolidated Balance Sheets. Amortization expense incurred related to the debt discount was $33 and $65 for the three and six months ended June 30, 2018, respectively, and $33 and $66 for the three and six months ended June 30, 2017, respectively, and is included in the “Interest Expense” line item in the accompanying Consolidated Statements of Operations. Cantor Loan On March 31, 2016, through certain of the Company’s wholly owned subsidiaries, the Company entered into a $32,097 portfolio commercial mortgage-backed securities loan (the “Cantor Loan”) with Cantor Commercial Real Estate Lending, LP (“CCRE”). The subsidiaries are GMR Melbourne, LLC, GMR Westland, LLC, GMR Memphis, LLC, and GMR Plano, LLC (“GMR Loan Subsidiaries”). The Cantor Loan has cross-default and cross-collateral terms. The Cantor Loan has a maturity date of April 6, 2026 and accrues annual interest at 5.22%. The first five years of the term require interest-only payments and thereafter payments will include interest and principal, amortized over a 30-year schedule. Prepayment can only occur within four months prior to the maturity date, except that after the earlier of (a) two years after the loan is placed in a securitized mortgage pool, or (b) May 6, 2020, the Cantor Loan can be fully and partially defeased upon payment of amounts due under the Cantor Loan and payment of a defeasance amount that is sufficient to purchase U.S. government securities equal to the scheduled payments of principal, interest, fees, and any other amounts due related to a full or partial defeasance under the Cantor Loan. The Company secured the payment of the Cantor Loan with the assets, including property, facilities, and rents, held by the GMR Loan Subsidiaries and has agreed to guarantee certain customary recourse obligations, including findings of fraud, gross negligence, or breach of environmental covenants by the GMR Loan Subsidiaries. The GMR Loan Subsidiaries will be required to maintain a monthly debt service coverage ratio of 1.35:1.00 for all of the collateral properties in the aggregate. The note balance as of June 30, 2018 and December 31, 2017 was $32,097. I nterest expense incurred on this note was $423 and $843 for the three and six months ended June 30, 2018, respectively, and $423 and $842 for the three and six months ended June 30, 2017, respectively. As of June 30, 2018, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2018 $ - 2019 - 2020 - 2021 315 2022 449 Thereafter 31,333 Total $ 32,097 West Mifflin Note On September 25, 2015 the Company (through its wholly owned subsidiary GMR Pittsburgh LLC, as borrower) entered into a Term Loan and Security Agreement with Capital One to borrow $7,378. The note bears interest at 3.72% per annum and all unpaid interest and principal is due on September 25, 2020. Interest is paid in arrears and interest payments began on November 1, 2015, and on the first day of each calendar month thereafter. Principal payments begin on November 1, 2018 and on the first day of each calendar month thereafter based on an amortization schedule with the remaining principal balance due on the maturity date. The Company, at its option, may prepay the note at any time, in whole (but not in part) with advanced written notice. The note has an early termination fee of two percent if prepaid prior to September 25, 2018. The West Mifflin facility serves as collateral for the note. The note requires a quarterly fixed charge coverage ratio of at least 1:1, a quarterly minimum debt yield of 0.09:1.00, and annualized Operator EBITDAR (as defined in the note) measured on a quarterly basis of not less than $6,000. The Operator is Associates in Ophthalmology, Ltd. and Associates Surgery Centers, LLC. The note balance as of June 30, 2018 and December 31, 2017 was $7,378. I nterest expense incurred on this note was $70 and $139 for the three and six months ended June 30, 2018, respectively, and $70 and $139 for the three and six months ended June 30, 2017, respectively. As of June 30, 2018, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2018 (six months remaining $ 22 2019 136 2020 7,220 Total $ 7,378 Revolving Credit Facility The Company, the Operating Partnership, as borrower, and certain of its subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) are parties to a syndicated revolving credit facility with BMO Harris Bank N.A. (“BMO”), as Administrative Agent (the “Revolving Credit Facility”). On March 6, 2018, the Revolving Credit Facility was amended to increase its aggregate capacity by $90,000 to $340,000. In accordance with ASC Topic 470, Debt, the Company capitalized the costs incurred related to this amendment as all of the syndicates’ capacity was increased with the modification. On August 7, 2018, the Company entered into an amended and restated Credit Facility that amended many of the material terms described in this section. See Note 11 “Subsequent Events” for a description of the material terms of such amendment. The Subsidiary Guarantors and the Company are guarantors of the obligations under the Revolving Credit Facility. The amount available to borrow from time to time under the Revolving Credit Facility is limited according to a quarterly borrowing base valuation of certain properties owned by the Subsidiary Guarantors. The initial termination date of the Revolving Credit Facility is December 2, 2019, which could be extended for one year in the case that no event of default occurs. Amounts outstanding under the Revolving Credit Facility bear annual interest at a floating rate that is based, at the Operating Partnership’s option, on (i) adjusted LIBOR plus 2.00% to 3.00% or (ii) a base rate plus 1.00% to 2.00%, in each case, depending upon the Company’s consolidated leverage ratio. In addition, the Operating Partnership is obligated to pay a quarterly fee equal to a rate per annum equal to (x) 0.20% if the average daily unused commitments are less than 50% of the commitments then in effect and (y) 0.30% if the average daily unused commitments are greater than or equal to 50% of the commitments then in effect and determined based on the average daily unused commitments during such previous quarter. The Operating Partnership is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales. The Operating Partnership must also maintain (i) a maximum consolidated leverage ratio as of the end of each fiscal quarter of less than (y) 0.65:1.00 for each fiscal quarter ending prior to October 1, 2019 and (z) thereafter, 0.60:1.00, (ii) a minimum fixed charge coverage ratio of 1.50:1.00, (iii) a minimum net worth of $119,781 plus 75% of all net proceeds raised through subsequent equity offerings and (iv) a ratio of total secured recourse debt to total asset value of not greater than 0.10:1.00. During the six months ended June 30, 2018 the Company borrowed $129,950 under the Revolving Credit Facility and repaid $6,500 for a net amount borrowed of $123,450. During the six months ended June 30, 2017 the Company borrowed $141,800 under the Revolving Credit Facility and repaid $25,000 for a net amount borrowed of $116,800. I nterest expense incurred on the Revolving Credit Facility was $2,896 and $4,662 for the three and six months ended June 30, 2018, respectively and $1,156 and $1,610 for the three and six months ended June 30, 2017, respectively. As of June 30, 2018 and December 31, 2017, the Company had $288,350 and $164,900 of outstanding borrowings under the Revolving Credit Facility, respectively. Deferred Financing Costs, Net Costs incurred related to securing the Company’s Revolving Credit Facility have been capitalized as a deferred financing asset, net of accumulated amortization, in the accompanying Consolidated Balance Sheets. A rollforward of the deferred financing cost balance as of June 30, 2018, is as follows: Balance as of January 1, 2018, net $ 2,750 Additions – Revolving Credit Facility 1,123 Deferred financing cost amortization expense (918 ) Balance as of June 30, 2018, net $ 2,955 Amortization expense incurred related to the Revolving Credit Facility deferred financing costs was $520 and $918 for the three and six months ended June 30, 2018, respectively, and $308 and $434 for the three and six months ended June 30, 2017, respectively, and is included in the “Interest Expense” line item in the accompanying Consolidated Statements of Operations. Weighted-Average Interest Rate and Term The weighted average interest rate and term of our debt was 4.38% and 2.05 years, respectively, at June 30, 2018, compared to 3.72% and 2.94 years, respectively, as of December 31, 2017. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 5 – Stockholders’ Equity Preferred Stock The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2018 and December 31, 2017, there were 3,105 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), issued and outstanding. The Series A Preferred Stock has a liquidation preference of $25 per share. Dividend activity on our preferred stock for the six months ended June 30, 2018 is summarized in the following table: Date Announced Record Date Applicable Quarter Payment Date Quarterly Dividend Amount Accrued Dividends per Share December 15, 2017 January 15, 2018 Q4 2017 January 31, 2018 $ 1,455 $ - $ 0.46875 March 7, 2018 April 15, 2018 Q1 2018 April 30, 2018 $ 1,456 $ - $ 0.46875 June 15, 2018 July 15, 2018 Q2 2018 July 31, 2018 $ 1,455 $ 970 1 $ 0.46875 1 The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board (or a duly authorized committee of the Board). Dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25 per share (equivalent to $1.875 per share on an annual basis). Dividends on the Series A Preferred Stock will be cumulative and will accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings and (iii) those dividends are declared by the Board. The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year, which commenced on October 31, 2017. During the six months ended June 30, 2018, the Company paid preferred dividends of $2,911. No preferred dividends were paid during the three and six months ended June 30, 2017. Common Stock The Company has 500,000 authorized shares of common stock, $0.001 par value. As of June 30, 2018 and December 31, 2017, there were 21,631 outstanding shares of common stock. Common stock dividend activity for the six months ended June 30, 2018 is summarized in the following table: Date Announced Record Date Applicable Quarter Payment Date Dividend Amount (1) Dividends per Share December 15, 2017 December 26, 2017 Q4 2017 January 10, 2018 $ 4,552 $ 0.20 March 7, 2018 March 22, 2018 Q1 2018 April 10, 2018 $ 4,691 $ 0.20 June 15, 2018 June 26, 2018 Q2 2018 July 11, 2018 $ 4,786 $ 0.20 (1) During the six months ended June 30, 2018 and 2017, the Company paid total dividends on its common stock, LTIP units and OP Units in the aggregate amount of $9,288 and $7,208, respectively. As of June 30, 2018 and December 31, 2017, the Company had an accrued dividend balance of $184 and $116 for dividends payable on the aggregate annual and long-term LTIP units that are subject to retroactive receipt of dividends on the amount of LTIP units ultimately earned. During the six months ended June 30, 2018, $113 of dividends were accrued and $45 of dividends were paid. During the six months ended June 30, 2017, $96 of dividends were accrued and zero was paid. See Note 7 – Stock-Based Compensation for additional information. The amount of the dividends paid to the Company’s stockholders is determined by the Company’s Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT. OP Units During the six months ended June 30, 2018, the Company issued 611 OP Units with a value of $4,742 in connection with a facility acquisition. During the year ended December 31, 2017, the Company issued 1,246 OP Units with a value of $11,532 primarily in connection with two facility acquisitions. As of June 30, 2018 and December 31, 2017, there were 1,857 and 1,246 OP Units issued, respectively, with an aggregate value of $16,274 and $11,532, respectively. The OP Unit value is included as a component of noncontrolling interest equity in the Company’s Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 6 – Related Party Transactions Management Agreement Upon completion of the Company’s initial public offering on July 1, 2016, the Company and the Advisor entered into an amended and restated management agreement (the “Management Agreement”). Certain material terms of the Management Agreement are summarized in the section titled “ Business — Our Advisor and our Management Agreement Management Fees and Accrued Management Fees The Company’s management fee to the Advisor is calculated in accordance with the terms of the Management Agreement which requires an annual base management fee equal to 1.5% of our stockholders’ equity (as defined in the Management Agreement). For the three and six months ended June 30, 2018, management fees of $1,095 and $2,176, respectively, were incurred and expensed by the Company and during the six months ended June 30, 2018, the Company paid management fees to the Advisor in the amount of $2,145. For the three and six months ended June 30, 2017, management fees of $628 and $1,256, respectively, were incurred and expensed by the Company and during the six months ended June 30, 2017, the Company paid management fees to the Advisor in the amount of $1,248. Accrued management fees due to the Advisor were $1,095 and $1,064 as of June 30, 2018 and December 31, 2017, respectively. No incentive management fee was incurred by the Company during the three and six months ended June 30, 2018 or June 30, 2017. Allocated General and Administrative Expenses Effective May 8, 2017, the Company and the Advisor entered into an agreement pursuant to which, for a period of one year commencing on May 8, 2017, the Company agreed to reimburse the Advisor for $125 of the annual salary of the General Counsel and Secretary of the Company for so long as he continues to be primarily dedicated to the Company in his capacity as its General Counsel and Secretary. This agreement expired in May 2018 and was not renewed. In the future, the Company may receive additional allocations of general and administrative expenses from the Advisor that are either clearly applicable to or were reasonably allocated to the operations of the Company. Other than via the terms of the reimbursement agreement, there were no allocated general and administrative expenses from the Advisor for the three and six months ended June 30, 2018 and 2017. Due to Related Parties, Net All related party balances are due on demand and non-interest-bearing. A rollforward of the due (to) from related parties balance, net, as of June 30, 2018, is as follows: Due to Advisor – Mgmt. Fees Due (to) from Advisor – Other Funds Due (to) from Other Related Party Total Due (To) From Related Parties, Net Balance as of January 1, 2018 $ (1,064 ) 9 19 $ (1,036 ) Management fee expense incurred (1) (2,176 ) - - (2,176 ) Management fees paid to Advisor (1) 2,145 - - 2,145 Loans to Advisor (2) - 33 - 33 Loans to other related parties (2) - - 47 47 Balance as of June 30, 2018 $ (1,095 ) 42 66 $ (987 ) (1) (2) |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 7 – Stock-Based Compensation 2016 Equity Incentive Plan The 2016 Equity Incentive Plan (the “Plan”) is intended to assist the Company and its affiliates in recruiting and retaining employees of the Manager, members of the Board, executive officers of the Company, and individuals who provide services to those entities or affiliates of those entities. The Plan is intended to permit the grant of both qualifying and non-qualified options and the grant of stock appreciation rights, restricted stock, unrestricted stock, awards of restricted stock units, performance awards and other equity-based awards (including LTIP units) for up to an aggregate of 1,232 shares of common stock, subject to increase under certain provisions of the Plan. Based on the grants outstanding as of June 30, 2018, there are 277 units that remain available to be granted under the Plan. Units subject to awards under the Plan that are forfeited, cancelled, lapsed, settled in cash or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) are available for grant. Time-Based Grants The time-based vesting LTIP unit activity under the Plan during the six months ended June 30, 2018 was as follows: Net LTIP units outstanding as of December 31, 2017 436 LTIP units granted (1) 57 LTIP units earned and granted via the 2017 performance program – Annual Awards (2) 57 LTIP units granted as 2018 time-based awards (3) 73 LTIP units redeemed in cash or forfeited (4) (35 ) Net LTIP units outstanding as of June 30, 2018 588 (1) The 57 LTIP units are comprised of the following: on March 5, 2018, the Board approved grants of an aggregate of 36 LTIP Units to employees of the Advisor, which vest 50% on March 5, 2020 and 50% on March 5, 2021; on May 30, 2018 and June 14, 2018 the Board approved grants of an aggregate of 21 LTIP Units to independent directors of the Board, which vest on May 30, 2019 and June 14, 2019, respectively. (2) The 57 LTIP units represents grants from the previously disclosed 2017 annual awards. On March 5, 2018 the Compensation Committee of the Board (the “Compensation Committee”) determined the extent to which the Company achieved the performance goals related to the 2017 Annual Awards and determined the number of LTIP units that each grantee was entitled to receive. These grants vested 50% on March 5, 2018, the determination date, and 50% vest on December 31, 2018. (3) The 73 LTIP units represent grants approved by the Board on March 5, 2018 and are subject to the terms and conditions of the 2018 LTIP Unit Award Agreements between the Company and each grantee. These grants vest in equal one-third increments on each of March 5, 2019, March 5, 2020, and March 5, 2021. (4) The 35 LTIP units is comprised of 34 vested units that the Company elected to redeem in cash for $263, and one unvested unit that was forfeited. A detail of the vested and unvested LTIP units outstanding as of June 30, 2018 is as follows: Total vested units 283 Unvested units: Granted to employees of the Advisor 284 Granted to the Company’s independent directors 21 Total unvested units 305 Net LTIP units outstanding as of June 30, 2018 588 The Company expenses the fair value of all time-based LTIP unit grants in accordance with the fair value recognition requirements of ASC Topic 718, Compensation-Stock Compensation, for “employees,” and ASC Topic 505, Equity, for “non-employees.” Performance Based Awards During 2017, the Board approved the 2017 annual performance-based equity incentive award targets in the form of LTIP units and long-term performance-based LTIP awards to the executive officers of the Company and other employees of the Advisor who perform services for the Company (the “2017 Program”). During the six months ended June 30, 2018, the Board approved the 2018 annual performance-based equity incentive award targets in the form of LTIP units and long-term performance-based LTIP awards to the executive officers of the Company and other employees of the Advisor who perform services for the Company (the “2018 Program”). None of the long-term LTIP unit award targets units under the 2017 Program and none of the annual or long-term LTIP unit award targets under the 2018 Program had been earned by the participants as of June 30, 2018. A detail of the annual awards (the “Annual Awards”) and the long-term awards (the “Long-Term Awards”) under the 2017 Program and the 2018 Program is as follows: 2017 Program 2018 Program Annual Long- Term Annual Long- Term Total Net 2017 Program LTIP awards as of December 31, 2017 84 98 - - 182 LTIP unit target grants via the 2018 Performance Program – Long-Term Awards (1) - - - 110 110 LTIP unit target grants via the 2018 Performance Program – Annual Awards (2) - - 163 - 163 LTIP units granted via the 2017 Performance Program – Annual Awards (3) (57 ) - - - (57 ) LTIP units not earned under the 2017 Performance Program – Annual Awards (4) (27 ) - - - (27 ) LTIP unit forfeitures (5) (2 ) (2 ) (4 ) Net annual and long-term LTIP awards as of June 30, 2018 - 96 161 110 367 (1) These target Long-Term Awards were approved by the Board on March 5, 2018 and are subject to the terms and conditions of the 2018 LTIP Unit Award Agreements between the Company and each grantee. (2) These target Annual Awards were approved by the Board on April 9, 2018 and are subject to the terms and conditions of the 2018 LTIP Unit Award Agreements between the Company and each grantee. (3) This amount represents grants from the 2017 Program Annual Awards. Refer to the “Time-Based Grants” table above which presents these grants as earned and time-based. (4) On March 5, 2018 the Compensation Committee determined the extent to which the Company achieved the performance goals and concluded that these target awards were not earned. (5) Represents LTIP units forfeited from grantees no longer with the Company. The number of target LTIP units comprising each 2018 Program Annual Award target grant was based on the closing price of the Company’s common stock reported on the New York Stock Exchange (“NYSE”) on the dates of grant. The number of target LTIP units comprising each Long-Term Award target grant was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant, in each case rounded to the next whole LTIP unit in order to eliminate fractional units. Annual Awards The Compensation Committee and Board established performance goals for calendar year 2018, as set forth in Exhibit A to the 2018 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP units earned by each grantee. As of June 30, 2018, management estimated that the Performance Goals would be met at a 75% level, and accordingly, applied 75% to the net target 2018 Program Annual Awards to estimate the 2018 Program Annual Awards expected to be earned at the end of the performance period. Cumulative stock-based compensation expense during the six months ended June 30, 2018 reflects management’s estimate that 75% of these awards will vest. As soon as reasonably practicable following the last day of the 2018 fiscal year, the Compensation Committee and Board will determine the extent to which the Company has achieved each of the Performance Goals (expressed as a percentage) and, based on such determination, will calculate the number of LTIP units that each grantee is entitled to receive. Each grantee may earn up to 150% of the number of his/her target LTIP units. Any 2018 Annual Award LTIP units that are not earned will be forfeited and cancelled. Vesting. Distributions. Long-Term Awards. As the Long-Term Awards were granted to non-employees and involved market-based performance conditions, in accordance with the provisions of ASC Topic 505, the Long-Term Awards utilize a Monte Carlo simulation to provide a grant date fair value for expense recognition; however, the accounting after the measurement date requires a fair value re-measurement each reporting period until the awards vest. The fair value re-measurement will be performed by calculating a Monte Carlo produced fair value at the conclusion of each reporting period until vesting. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the SNL Healthcare REIT Index over the performance period. Vesting. Distributions. Stock Compensation Expense The Company incurred stock compensation expense of $1,055 and $1,237 for the three and six months ended June 30, 2018, respectively, and $721 and $1,140 for the three and six months ended June 30, 2017, respectively, related to the grants awarded under the Plan. Compensation expense is included within “General and Administrative” expense in the Company’s Consolidated Statements of Operations. As of June 30, 2018, total unamortized compensation expense related to these awards of approximately $4,310 is expected to be recognized over a weighted average remaining period of 2.22 years. |
Rental Revenue
Rental Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Operating Leases of Lessor Disclosure [Text Block] | Note 8 – Rental Revenue The aggregate annual minimum cash to be received by the Company on the noncancelable operating leases related to its portfolio of facilities in effect as of June 30, 2018, is as follows for the subsequent years ended December 31; as listed below. 2018 (six months remaining) $ 23,415 2019 47,299 2020 48,155 2021 46,556 2022 45,488 Thereafter 347,800 Total $ 558,713 For the three months ended June 30, 2018, the Encompass (formerly HealthSouth) facilities constituted approximately 11% of the Company’s rental revenue, the OCOM facilities constituted approximately 9% of the Company’s rental revenue, the Belpre facilities constituted approximately 9% of the Company’s rental revenue, the Austin facility constituted approximately 7% of the Company’s rental revenue, the Sherman facility constituted approximately 6% of the Company’s rental revenue, the Dallas facility constituted approximately 6% of the Company’s rental revenue, and the Great Bend facility constituted approximately 5% of the Company’s rental revenue. All other facilities in the Company’s portfolio constituted the remaining 47% of the total rental revenue with no individual facility constituting greater than approximately 4% of total rental revenue. For the six months ended June 30, 2018, the Encompass facilities constituted approximately 12% of the Company’s rental revenue, the OCOM facilities constituted approximately 10% of the Company’s rental revenue, the Austin facility constituted approximately 7% of the Company’s rental revenue, the Sherman facility constituted approximately 7% of the Company’s rental revenue, the Great Bend facility constituted approximately 5% of the Company’s rental revenue, and the Belpre facilities constituted approximately 5% of the Company’s rental revenue. All other facilities in the Company’s portfolio constituted the remaining 54% of the total rental revenue with no individual facility constituting greater than approximately 4% of total rental revenue. For the three months ended June 30, 2017, the Encompass facilities constituted approximately 21% of the Company’s rental revenue, the OCOM facilities constituted approximately 17% of the Company’s rental revenue, the Great Bend facility constituted approximately 9% of the Company’s rental revenue, the Omaha and Plano facilities each constituted approximately 6% of the Company’s rental revenue, and the Tennessee facilities constituted approximately 5% of the Company’s rental revenue. All other facilities in the Company’s portfolio constituted the remaining 36% of the total rental revenue with no individual facility constituting greater than approximately 4% of total rental revenue. For the six months ended June 30, 2017, the Encompass facilities constituted approximately 25% of the Company’s rental revenue, the OCOM facilities constituted approximately 10% of the Company’s rental revenue, the Omaha facility constituted approximately 8% of the Company’s rental revenue, the Plano facility constituted approximately 7% of the Company’s rental revenue, the Tennessee and Great Bend facilities each constituted approximately 6% of the Company’s rental revenue, and the Marina Towers facility constituted approximately 5% of the Company’s rental revenue. All other facilities in the Company’s portfolio constituted the remaining 33% of the total rental revenue with no individual facility constituting greater than approximately 4% of total rental revenue. |
Land Leases
Land Leases | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | Note 9 – Land Leases The Company acquired an interest, as ground lessee, in the ground lease related to the Omaha and Clermont facilities at their dates of acquisition. In connection with the acquisitions of the Moline facility on January 24, 2018, the Company acquired the seller’s interest, as ground lessee, in an existing ground lease that has approximately 10 years remaining in the initial term, with 12 consecutive five-year renewal options. Additionally, in connection with the acquisition of the Silvis facility on January 24, 2018, the Company acquired the seller’s interest, as ground lessee, in an existing ground lease that has approximately 67 years remaining in the initial term, with no renewal options. The aggregate minimum cash payments to be made by the Company on these land leases in effect as of June 30, 2018, are as follows for the subsequent years ended December 31; as listed below. 2018 (six months remaining) $ 53 2019 109 2020 109 2021 109 2022 109 Thereafter 2,234 Total $ 2,723 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 10 – Commitments and Contingencies Litigation The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. 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 financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 11 – Subsequent Events Amendment to Revolving Credit Facility On August 7, 2018, the Company amended and restated its Revolving Credit Facility to (i) increase the overall capacity of the facility from $340 million to $350 million, consisting of a $250 million revolving credit facility (the “Revolver”) and a $100 million, five-year term loan (the “Term Loan”), (ii) extend the term of the a one-year extension option, and (iii) implement a new pricing matrix. The facility includes an accordion feature to increase the capacity to an aggregate of $500 million. Additionally, the Company hedged its interest rate risk on the Term Loan by entering into an interest rate swap agreement, with a notional amount of $100 million and a term of five years, which will effectively fix the LIBOR component on the Term Loan at 2.88% . |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying financial statements are unaudited and include the accounts of the Company, including the Operating Partnership and its wholly-owned subsidiaries. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2017. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the financial statements for the interim periods have been made. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, including the Operating Partnership and its wholly-owned subsidiaries. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP units that have been granted to the Company’s and Advisor’s directors, officers and employees and the OP Units held by third parties. Refer to Note 5 – “Stockholders’ Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the LTIP units and OP Units. The Company classifies noncontrolling interest as a component of consolidated equity on its Consolidated Balance Sheets, separate from the Company’s total stockholders’ equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP units and OP Units held by the total number of shares of common stock and units outstanding. Any future issuances of additional LTIP units or OP Units would change the noncontrolling ownership interest. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents and Restricted Cash On January 1, 2018 the Company adopted the provisions of Accounting Standards Update (“ASU”) 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash” (“ASU 2016-18”) , As of June 30, 2018 2017 Cash and cash equivalents $ 4,755 $ 12,034 Restricted cash $ 1,432 $ 2,291 Total cash and cash equivalents and restricted cash (1) $ 6,187 $ 14,325 (1) The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent (1) certain security deposits received from tenants at the inception of their leases; (2) cash required to be held by a third-party lender as a reserve for debt service; and (3) funds held by the Company that were received from certain tenants that the Company collected to pay specific tenant expenses, such as real estate taxes and insurance, on the tenant’s behalf. |
Receivables, Policy [Policy Text Block] | Tenant Receivables The tenant receivable balance as of June 30, 2018 and December 31, 2017 was $1,339 and $704, respectively. The balance as of June 30, 2018 consisted of $209 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received and $1,084 in funds owed by certain of the Company’s tenants for amounts the Company collects to pay specific tenant expenses, such as real estate taxes and insurance, on the tenants’ behalf. Additionally, as of June 30, 2018 the balance included $46 in miscellaneous receivables. The balance as of December 31, 2017 consisted of $125 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, and $579 in funds owed by certain of the Company’s tenants for amounts the Company collects to pay specific tenant expenses, such as real estate taxes and insurance, on the tenants’ behalf. |
Escrow Deposits [Policy Text Block] | Escrow Deposits The escrow balance as of June 30, 2018 and December 31, 2017 was $2,080 and $1,638, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes, insurance, and other amounts as stipulated by the Company’s Cantor Loan, as hereinafter defined. |
Deferred Assets [Policy Text Block] | Deferred Assets The deferred assets balance as of June 30, 2018 and December 31, 2017 was $7,200 and $3,993, respectively. The balance as of June 30, 2018 consisted of $6,396 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and the balance of $804 represented other deferred costs. The balance as of December 31, 2017 consisted of $3,842 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and the balance of $151 represented other deferred costs. |
Other Assets [Policy Text Block] | Other Assets The other assets balance as of June 30, 2018 and December 31, 2017 was $2,283 and $459, respectively. The balance as of June 30, 2018 consisted primarily of $2,036 in construction-in-process related to tenant improvements (of which $1,599 was accrued and not paid as of June 30, 2018). Additionally, the balance consisted of $200 in capitalized costs related to property acquisitions and $47 in a prepaid asset. The balance as of December 31, 2017 consisted of $316 in capitalized costs related to property acquisitions and $143 in a prepaid asset. |
Security Deposit Liability [Policy Text Block] | Security Deposits and Other The security deposits and other liability balance as of June 30, 2018 and December 31, 2017 was $5,052 and $2,128, respectively. The balance as of June 30, 2018 consisted of security deposits of $4,209 and a tenant impound liability of $843 related to amounts owed for specific tenant expenses, such as real estate taxes and insurance. The balance as of December 31, 2017 consisted of security deposits of $1,620 and a tenant impound liability of $508 related to amounts owed for specific tenant expenses. |
Reclassification, Policy [Policy Text Block] | Reclassification The Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017 includes the expense line item “Operating Expenses.” For the three and six months ended June 30, 2018 this line item primarily included reimbursable property operating expenses that the Company pays on behalf of certain of its tenants, including real estate taxes and insurance as well as non-reimbursable property operating expenses. During the three and six months ended June 30, 2017, the Company recorded property operating expenses in the “General and Administrative” expense line item. Accordingly, for the three and six months ended June 30, 2017 these expenses have been reclassified from the “General and Administrative” expense line item into the “Operating Expenses” line item within the Company’s Consolidated Statements of Operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Leases and Revenue Recognition In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02 “Leases” (“ASU 2016-02”). This standard created Topic 842, Leases, and superseded FASB ASC 840, “Leases.” ASU 2016-02 requires a lessee to recognize the assets and liabilities that arise from leases (both operating and finance leases). However, for leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities. The main difference between the existing guidance on accounting for leases and the new standard is that operating leases will now be recorded as assets and liabilities. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for operating leases. ASU 2016-02 is expected to impact the Company’s consolidated financial statements as the Company has certain operating ground lease arrangements for which it is the lessee and therefore will be required to recognize right of use assets and related lease liabilities on its consolidated balance sheets upon adoption of this new standard. Current GAAP requires only capital leases to be recognized in the balance sheet, and amounts related to operating leases largely are reflected in the financial statements as rent expense on the income statement and in disclosures to the financial statements. ASU 2016-02 is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018. Early adoption is permitted. Based on its anticipated election of the practical expedients, the Company anticipates that its leases where it is the lessor and several ground leases where the Company is the lessee will continue to be accounted for as operating leases under the new standard. Therefore, as of January 1, 2019, the Company does not currently anticipate significant changes in the accounting for its lease revenues and expenses. For the Company’s ground leases where it is the lessee, the Company will be required to recognize right of use assets and related lease liabilities on its consolidated balance sheets upon adoption. The Company would not be required to reassess the classification of existing leases where it is the lessor or existing ground leases where it is the lessee and therefore the leases would continue to be accounted for as operating leases. However, in the event the Company modifies existing leases or enters into new leases after adoption of the new standard, such leases may be classified as finance leases. The Company will continue to evaluate the impact of adopting the new leases standard on its consolidated statements of income and comprehensive income and consolidated balance sheets. In May 2014, with subsequent updates issued in August 2015 and March, April and May 2016, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 was developed to enable financial statement users to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The update’s core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies are to use a five-step contract review model to ensure revenue is recognized, measured and disclosed in accordance with this principle. Those steps include the following: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to each performance obligation in the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. The Company has identified four main revenue streams, three of which originate from lease contracts and will be subject to Leases ASU 2016-02, Topic 842 (described above) effective for annual reporting periods (including interim periods) beginning after December 15, 2018. The Company’s revenue streams are: Revenue Recognition (ASU 2014-09, Topic 610-20): Gain (loss) on sale of real estate properties Leases (ASU 2016-02, Topic 842): · Rental revenues · Straight line rents · Tenant recoveries Management adopted the provisions of ASU 2014-09 effective January 1, 2018 and concluded that all of the Company’s material revenue streams fall outside of the scope of this guidance. During the three and six months ended June 30, 2018 and 2017, the Company sold no real estate properties and therefore had no revenue streams from that source. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption. The Company selected the modified retrospective transition method as of the date of adoption effective January 1, 2018. Management concluded that the majority of total revenues consist of rental income from leasing arrangements, which is specifically excluded from the standard. The Company analyzed its remaining revenue streams and concluded there are no changes in revenue recognition with the adoption of the new standard. As such, adoption of ASU 2014-09 did not result in a cumulative adjustment recognized as of January 1, 2018, and the standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 stipulates that the existing accounting guidance for share-based payments to employees will also apply to nonemployee share-based transactions, with the exception of a few transactions that are outlined in the standard. ASU 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2018-07 on its consolidated financial statements and related disclosures as well as the timing of adopting the standard. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Restrictions on Cash and Cash Equivalents [Table Text Block] | Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017: As of June 30, 2018 2017 Cash and cash equivalents $ 4,755 $ 12,034 Restricted cash $ 1,432 $ 2,291 Total cash and cash equivalents and restricted cash (1) $ 6,187 $ 14,325 (1) The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent (1) certain security deposits received from tenants at the inception of their leases; (2) cash required to be held by a third-party lender as a reserve for debt service; and (3) funds held by the Company that were received from certain tenants that the Company collected to pay specific tenant expenses, such as real estate taxes and insurance, on the tenant’s behalf. |
Property Portfolio (Tables)
Property Portfolio (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Table Text Block] | A rollforward of the gross investment in land, building and improvements as of June 30, 2018, resulting from these acquisitions is as follows: Land Building Site & Tenant Improvements Acquired Lease Intangibles Gross Investment in Real Estate Balances as of January 1, 2018 $ 42,701 $ 384,338 $ 12,818 $ 31,650 $ 471,507 Facility Acquired – Date Acquired: Moline / Silvis – 1/24/18 - 4,895 1,216 989 7,100 Freemont – 2/9/18 162 8,335 - - 8,497 Gainesville – 2/23/18 625 9,885 - - 10,510 Dallas – 3/1/18 6,272 17,012 - - 23,284 Orlando – 3/22/18 2,543 11,720 756 1,395 16,414 Belpre – 4/19/18 3,027 50,581 3,961 7,128 64,697 Total Additions (1) 12,629 102,428 5,933 9,512 130,502 Balances as of June 30, 2018 $ 55,330 $ 486,766 $ 18,751 $ 41,162 $ 602,009 (1) |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The following is a summary of the carrying amount of intangible assets and liabilities as of the dates presented: As of June 30, 2018 Cost Accumulated Amortization Net Assets In-place leases $ 20,878 $ (2,727 ) $ 18,151 Above market ground lease 707 (16 ) 691 Above market leases 7,348 (600 ) 6,748 Leasing costs 12,229 (1,079 ) 11,150 $ 41,162 $ (4,422 ) $ 36,740 Liabilities Below market leases $ 2,275 $ (194 ) $ 2,081 As of December 31, 2017 Cost Accumulated Amortization Net Assets In-place leases $ 17,061 $ (1,577 ) $ 15,484 Above market ground lease 488 (6 ) 482 Above market leases 4,625 (220 ) 4,405 Leasing costs 9,476 (538 ) 8,938 $ 31,650 $ (2,341 ) $ 29,309 Liabilities Below market leases $ 1,389 $ (98 ) $ 1,291 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | The following is a summary of the acquired lease intangible amortization: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Amortization expense related to in-place leases $ 629 $ 353 $ 1,150 $ 634 Amortization expense related to leasing costs $ 297 $ 106 $ 541 $ 169 Decrease in rental revenue related to above market ground lease $ 6 $ 2 $ 10 $ 2 Decrease in rental revenue related to above market leases $ 229 $ 14 $ 380 $ 18 Increase in rental revenue related to below market leases $ 54 $ 19 $ 96 $ 31 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of June 30, 2018, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each fiscal year ended December 31 is listed below: Net Decrease in Revenue Net Increase in Expenses 2018 (six months remaining) $ (377 ) $ 1,889 2019 (653 ) 3,669 2020 (602 ) 3,615 2021 (605 ) 3,001 2022 (606 ) 2,691 Thereafter (2,515 ) 14,436 Total $ (5,358 ) $ 29,301 |
Silvis Facilities [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table presents the details of the tangible and intangible assets acquired and liabilities assumed for this acquisition: Site improvements $ 249 Building and tenant improvements 5,862 In-place leases 343 Above market ground lease intangibles 219 Leasing costs 427 Below market lease intangibles (229 ) Total purchase price $ 6,871 |
Orlando Facilities [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 3,075 Building and tenant improvements 11,944 In-place leases 808 Above market lease intangibles 229 Leasing costs 358 Below market lease intangibles (10 ) Total purchase price $ 16,404 |
Belpre Portfolio [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 4,000 Building and tenant improvements 53,569 In-place leases 2,666 Above market lease intangibles 2,494 Leasing costs 1,968 Below market lease intangibles (646 ) Total purchase price $ 64,051 |
Notes Payable and Revolving C21
Notes Payable and Revolving Credit Facility (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Instrument [Line Items] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The Company’s notes payable, net, includes two loans: (1) the Cantor Loan and (2) the West Mifflin Note, described below. The following table sets forth the aggregate balances of these loans as of the dates presented: June 30, 2018 December 31, 2017 Notes payable, gross $ 39,475 $ 39,475 Less: Unamortized debt discount (865 ) (930 ) Notes payable, net $ 38,610 $ 38,545 |
Schedule Of Deferred Financing Costs [Table Text Block] | A rollforward of the deferred financing cost balance as of June 30, 2018, is as follows: Balance as of January 1, 2018, net $ 2,750 Additions – Revolving Credit Facility 1,123 Deferred financing cost amortization expense (918 ) Balance as of June 30, 2018, net $ 2,955 |
Cantor Loan [Member] | |
Debt Instrument [Line Items] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | As of June 30, 2018, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2018 $ - 2019 - 2020 - 2021 315 2022 449 Thereafter 31,333 Total $ 32,097 |
West Mifflin Note Payable [Member] | |
Debt Instrument [Line Items] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | As of June 30, 2018, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2018 (six months remaining $ 22 2019 136 2020 7,220 Total $ 7,378 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Common Stock [Member] | |
Schedule of Dividends Payable [Table Text Block] | Common stock dividend activity for the six months ended June 30, 2018 is summarized in the following table: Date Announced Record Date Applicable Quarter Payment Date Dividend Amount (1) Dividends per Share December 15, 2017 December 26, 2017 Q4 2017 January 10, 2018 $ 4,552 $ 0.20 March 7, 2018 March 22, 2018 Q1 2018 April 10, 2018 $ 4,691 $ 0.20 June 15, 2018 June 26, 2018 Q2 2018 July 11, 2018 $ 4,786 $ 0.20 (1) |
Preferred Stock [Member] | |
Schedule of Dividends Payable [Table Text Block] | Dividend activity on our preferred stock for the six months ended June 30, 2018 is summarized in the following table: Date Announced Record Date Applicable Quarter Payment Date Quarterly Dividend Amount Accrued Dividends per Share December 15, 2017 January 15, 2018 Q4 2017 January 31, 2018 $ 1,455 $ - $ 0.46875 March 7, 2018 April 15, 2018 Q1 2018 April 30, 2018 $ 1,456 $ - $ 0.46875 June 15, 2018 July 15, 2018 Q2 2018 July 31, 2018 $ 1,455 $ 970 1 $ 0.46875 1 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | A rollforward of the due (to) from related parties balance, net, as of June 30, 2018, is as follows: Due to Advisor – Mgmt. Fees Due (to) from Advisor – Other Funds Due (to) from Other Related Party Total Due (To) From Related Parties, Net Balance as of January 1, 2018 $ (1,064 ) 9 19 $ (1,036 ) Management fee expense incurred (1) (2,176 ) - - (2,176 ) Management fees paid to Advisor (1) 2,145 - - 2,145 Loans to Advisor (2) - 33 - 33 Loans to other related parties (2) - - 47 47 Balance as of June 30, 2018 $ (1,095 ) 42 66 $ (987 ) (1) (2) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Share-based Compensation, Activity [Table Text Block] | The time-based vesting LTIP unit activity under the Plan during the six months ended June 30, 2018 was as follows: Net LTIP units outstanding as of December 31, 2017 436 LTIP units granted (1) 57 LTIP units earned and granted via the 2017 performance program – Annual Awards (2) 57 LTIP units granted as 2018 time-based awards (3) 73 LTIP units redeemed in cash or forfeited (4) (35 ) Net LTIP units outstanding as of June 30, 2018 588 (1) The 57 LTIP units are comprised of the following: on March 5, 2018, the Board approved grants of an aggregate of 36 LTIP Units to employees of the Advisor, which vest 50% on March 5, 2020 and 50% on March 5, 2021; on May 30, 2018 and June 14, 2018 the Board approved grants of an aggregate of 21 LTIP Units to independent directors of the Board, which vest on May 30, 2019 and June 14, 2019, respectively. (2) The 57 LTIP units represents grants from the previously disclosed 2017 annual awards. On March 5, 2018 the Compensation Committee of the Board (the “Compensation Committee”) determined the extent to which the Company achieved the performance goals related to the 2017 Annual Awards and determined the number of LTIP units that each grantee was entitled to receive. These grants vested 50% on March 5, 2018, the determination date, and 50% vest on December 31, 2018. (3) The 73 LTIP units represent grants approved by the Board on March 5, 2018 and are subject to the terms and conditions of the 2018 LTIP Unit Award Agreements between the Company and each grantee. These grants vest in equal one-third increments on each of March 5, 2019, March 5, 2020, and March 5, 2021. (4) The 35 LTIP units is comprised of 34 vested units that the Company elected to redeem in cash for $263, and one unvested unit that was forfeited. A detail of the vested and unvested LTIP units outstanding as of June 30, 2018 is as follows: Total vested units 283 Unvested units: Granted to employees of the Advisor 284 Granted to the Company’s independent directors 21 Total unvested units 305 Net LTIP units outstanding as of June 30, 2018 588 |
Schedule of Stock Options Roll Forward [Table Text Block] | A detail of the annual awards (the “Annual Awards”) and the long-term awards (the “Long-Term Awards”) under the 2017 Program and the 2018 Program is as follows: 2017 Program 2018 Program Annual Long- Term Annual Long- Term Total Net 2017 Program LTIP awards as of December 31, 2017 84 98 - - 182 LTIP unit target grants via the 2018 Performance Program – Long-Term Awards (1) - - - 110 110 LTIP unit target grants via the 2018 Performance Program – Annual Awards (2) - - 163 - 163 LTIP units granted via the 2017 Performance Program – Annual Awards (3) (57 ) - - - (57 ) LTIP units not earned under the 2017 Performance Program – Annual Awards (4) (27 ) - - - (27 ) LTIP unit forfeitures (5) (2 ) (2 ) (4 ) Net annual and long-term LTIP awards as of June 30, 2018 - 96 161 110 367 (1) These target Long-Term Awards were approved by the Board on March 5, 2018 and are subject to the terms and conditions of the 2018 LTIP Unit Award Agreements between the Company and each grantee. (2) These target Annual Awards were approved by the Board on April 9, 2018 and are subject to the terms and conditions of the 2018 LTIP Unit Award Agreements between the Company and each grantee. (3) This amount represents grants from the 2017 Program Annual Awards. Refer to the “Time-Based Grants” table above which presents these grants as earned and time-based. (4) On March 5, 2018 the Compensation Committee determined the extent to which the Company achieved the performance goals and concluded that these target awards were not earned. (5) Represents LTIP units forfeited from grantees no longer with the Company. |
Rental Revenue (Tables)
Rental Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Schedule of Future Lease Payments Receivables [Table Text Block] | The aggregate annual minimum cash to be received by the Company on the noncancelable operating leases related to its portfolio of facilities in effect as of June 30, 2018, is as follows for the subsequent years ended December 31; as listed below. 2018 (six months remaining) $ 23,415 2019 47,299 2020 48,155 2021 46,556 2022 45,488 Thereafter 347,800 Total $ 558,713 |
Land Leases (Tables)
Land Leases (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The aggregate minimum cash payments to be made by the Company on these land leases in effect as of June 30, 2018, are as follows for the subsequent years ended December 31; as listed below. 2018 (six months remaining) $ 53 2019 109 2020 109 2021 109 2022 109 Thereafter 2,234 Total $ 2,723 |
Organization (Details)
Organization (Details) | 6 Months Ended |
Jun. 30, 2018 | |
long-term incentive plan LTIP [Member] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 10.15% |
Global Medical REIT GP LLC [Member] | |
Operating Partnership | 89.85% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Tenant Receivables | $ 1,339 | $ 704 | ||||
Escrow Deposit | 2,080 | 1,638 | ||||
Deferred Costs and Other Assets | 7,200 | 3,993 | ||||
Deferred Rent Receivables, Net | 6,396 | 3,842 | ||||
Security Deposit Liability | 5,052 | 2,128 | ||||
Receivables Earned But Not Paid Relating To Tenant Rent | 209 | 125 | ||||
Receivables To Be Collected To Pay Specific Tenant Expenses | 1,084 | 579 | ||||
Other Assets | 2,283 | 459 | ||||
Other Deferred Costs, Net | 804 | 151 | ||||
Capitalized Costs, Acquisitions Of Property | 200 | |||||
Prepaid Expense | 47 | |||||
Lease Deposit Liability | 843 | 508 | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 6,187 | [1] | $ 14,325 | [1] | 7,114 | $ 20,612 |
Other Assets, Miscellaneous, Current | 46 | |||||
Accumulated Capitalized Interest Costs | 316 | |||||
Prepaid Expense and Other Assets | 143 | |||||
Tenant Improvements Expenditure Incurred But Not Yet Paid | 1,647 | $ 74 | ||||
Construction in Progress [Member] | ||||||
Other Assets | 2,036 | |||||
Tenant Improvements Expenditure Incurred But Not Yet Paid | 1,599 | |||||
Plano Lease [Member] | ||||||
Security Deposit Liability | $ 4,209 | $ 1,620 | ||||
[1] | Represents the total of the amounts at the end of the periods presented on the Consolidated Statements of Cash Flows as required by ASU 2016-18. The cash and cash equivalents and restricted cash balance as of December 31, 2017 and December 31, 2016 (the beginning of the periods presented) was $7,114 and $20,612, respectively. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | ||
Cash and cash equivalents | $ 4,755 | $ 5,109 | $ 12,034 | |||
Restricted cash | 1,432 | 2,005 | 2,291 | |||
Total cash and cash equivalents and restricted cash(1) | $ 6,187 | [1] | $ 7,114 | $ 14,325 | [1] | $ 20,612 |
[1] | Represents the total of the amounts at the end of the periods presented on the Consolidated Statements of Cash Flows as required by ASU 2016-18. The cash and cash equivalents and restricted cash balance as of December 31, 2017 and December 31, 2016 (the beginning of the periods presented) was $7,114 and $20,612, respectively. |
Property Portfolio (Gross Inves
Property Portfolio (Gross Investment) (Details) - USD ($) $ in Thousands | Mar. 02, 2018 | Feb. 23, 2018 | Jun. 30, 2018 |
Property, Plant and Equipment [Line Items] | |||
Beginning Balance | $ 471,507 | ||
Acquisitions | 130,502 | ||
Ending Balance | 602,009 | ||
Moline / Silvis Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 7,100 | ||
Freemont Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 8,497 | ||
Gainesville Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | $ 10,500 | 10,510 | |
Dallas Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | $ 23,300 | 23,284 | |
Orlando Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 16,414 | ||
Belpre Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 64,697 | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Beginning Balance | 42,701 | ||
Acquisitions | 12,629 | ||
Ending Balance | 55,330 | ||
Land [Member] | Moline / Silvis Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 0 | ||
Land [Member] | Freemont Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 162 | ||
Land [Member] | Gainesville Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 625 | ||
Land [Member] | Dallas Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 6,272 | ||
Land [Member] | Orlando Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 2,543 | ||
Land [Member] | Belpre Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 3,027 | ||
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Beginning Balance | 384,338 | ||
Acquisitions | 102,428 | ||
Ending Balance | 486,766 | ||
Building [Member] | Moline / Silvis Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 4,895 | ||
Building [Member] | Freemont Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 8,335 | ||
Building [Member] | Gainesville Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 9,885 | ||
Building [Member] | Dallas Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 17,012 | ||
Building [Member] | Orlando Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 11,720 | ||
Building [Member] | Belpre Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 50,581 | ||
Site And Tenant Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Beginning Balance | 12,818 | ||
Acquisitions | 5,933 | ||
Ending Balance | 18,751 | ||
Site And Tenant Improvements [Member] | Moline / Silvis Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 1,216 | ||
Site And Tenant Improvements [Member] | Freemont Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 0 | ||
Site And Tenant Improvements [Member] | Gainesville Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 0 | ||
Site And Tenant Improvements [Member] | Dallas Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 0 | ||
Site And Tenant Improvements [Member] | Orlando Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 756 | ||
Site And Tenant Improvements [Member] | Belpre Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 3,961 | ||
Intangibles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Beginning Balance | 31,650 | ||
Acquisitions | 9,512 | ||
Ending Balance | 41,162 | ||
Intangibles [Member] | Moline / Silvis Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 989 | ||
Intangibles [Member] | Freemont Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 0 | ||
Intangibles [Member] | Gainesville Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 0 | ||
Intangibles [Member] | Dallas Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 0 | ||
Intangibles [Member] | Orlando Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 1,395 | ||
Intangibles [Member] | Belpre Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | $ 7,128 |
Property Portfolio (Schedule of
Property Portfolio (Schedule of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 64,051 |
Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,000 |
Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 1,968 |
Moline / Silvis Facility [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | 6,871 |
Moline / Silvis Facility [Member] | Building And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,862 |
Moline / Silvis Facility [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 343 |
Moline / Silvis Facility [Member] | Above Market Lease Intangibles [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 219 |
Moline / Silvis Facility [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 427 |
Moline / Silvis Facility [Member] | Below Market Lease Intangible [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | (229) |
Moline / Silvis Facility [Member] | Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 249 |
Orlando Facility [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | 16,404 |
Orlando Facility [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,075 |
Orlando Facility [Member] | Building And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 11,944 |
Orlando Facility [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 808 |
Orlando Facility [Member] | Above Market Lease Intangibles [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 229 |
Orlando Facility [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 358 |
Orlando Facility [Member] | Below Market Lease Intangible [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | (10) |
Belpre Portfolio [Member] | Building And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 53,569 |
Belpre Portfolio [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,666 |
Belpre Portfolio [Member] | Above Market Lease Intangibles [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,494 |
Belpre Portfolio [Member] | Below Market Lease Intangible [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ (646) |
Property Portfolio (summary of
Property Portfolio (summary of the carrying amount of intangible assets and liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Cost | $ 41,162 | $ 31,650 |
Accumulated Amortization | (4,422) | (2,341) |
Net | 36,740 | 29,309 |
Liabilities | ||
Cost | 2,275 | 1,389 |
Accumulated Amortization | (194) | (98) |
Net | 2,081 | 1,291 |
In-place leases [Member] | ||
Assets | ||
Cost | 20,878 | 17,061 |
Accumulated Amortization | (2,727) | (1,577) |
Net | 18,151 | 15,484 |
Above Market Ground Lease [Member] | ||
Assets | ||
Cost | 707 | 488 |
Accumulated Amortization | (16) | (6) |
Net | 691 | 482 |
Above Market Leases [Member] | ||
Assets | ||
Cost | 7,348 | 4,625 |
Accumulated Amortization | (600) | (220) |
Net | 6,748 | 4,405 |
Leasing Costs [Member] | ||
Assets | ||
Cost | 12,229 | 9,476 |
Accumulated Amortization | (1,079) | (538) |
Net | $ 11,150 | $ 8,938 |
Property Portfolio (summary o33
Property Portfolio (summary of the acquired lease intangible amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Leases, Acquired-in-Place [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 629 | $ 353 | $ 1,150 | $ 634 |
Lease Costs [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 297 | 106 | 541 | 169 |
Above Market Leases [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 229 | 14 | 380 | 18 |
Below Market Lease [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 54 | 19 | 96 | 31 |
market ground lease [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 6 | $ 2 | $ 10 | $ 2 |
Property Portfolio (net amortiz
Property Portfolio (net amortization of the acquired lease intangible) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Net Decrease in Revenue | |
2,018 | $ (377) |
2,019 | (653) |
2,020 | (602) |
2,021 | (605) |
2,022 | (606) |
Thereafter | (2,515) |
Total | (5,358) |
Net Increase in Expenses | |
2,018 | 1,889 |
2,019 | 3,669 |
2,020 | 3,615 |
2,021 | 3,001 |
2,022 | 2,691 |
Thereafter | 14,436 |
Total | $ 29,301 |
Property Portfolio (Details)
Property Portfolio (Details) - USD ($) $ in Thousands | Mar. 02, 2018 | Mar. 22, 2018 | Feb. 23, 2018 | Feb. 09, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Apr. 19, 2018 | Jan. 24, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||||||||||
Depreciation, Total | $ 3,445 | $ 1,851 | $ 6,351 | $ 3,197 | |||||||
Property, Plant and Equipment, Additions | 130,502 | ||||||||||
Payments for (Proceeds from) Productive Assets | 124,874 | $ 148,474 | |||||||||
Tenant Improvement Allowances Receivable | 19,036 | 19,036 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | 64,051 | 64,051 | |||||||||
Other Assets | 2,283 | $ 2,283 | $ 459 | ||||||||
Lease Intangibles Asset [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years 8 months 23 days | ||||||||||
Lease Intangibles Liability [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 9 years 3 months 22 days | ||||||||||
Construction in Progress [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Other Assets | 2,036 | $ 2,036 | |||||||||
Lubbock Facility [Member] | Operating Partnership Units [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 886 | ||||||||||
Moline Facility [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Lessor, Operating Lease, Term of Contract | 10 years | ||||||||||
Gainesville Facility [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment, Additions | $ 10,500 | 10,510 | |||||||||
Lessor, Operating Lease, Renewal Term | 5 years | ||||||||||
Lessor, Operating Lease, Term of Contract | 12 years | ||||||||||
Dallas Facility [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment, Additions | $ 23,300 | 23,284 | |||||||||
Orlando Facilities [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment, Additions | $ 16,400 | ||||||||||
Lessor, Operating Lease, Renewal Term | 10 years | ||||||||||
Belpre Portfolio [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Lessee, Operating Lease, Description | one lease has approximately six years remaining in its initial term, with three consecutive five-year renewal options; one lease has approximately six years remaining in its initial term, with four consecutive five-year renewal options; one lease has approximately six years remaining in its initial term, with three consecutive five-year renewal options; and one lease was amended at closing to extend the remaining term to five years with four consecutive five-year renewal options. | ||||||||||
Belpre Facility [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment, Additions | 64,697 | ||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 4,742 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 64,100 | ||||||||||
Operating Lease, Weighted Average Remaining Lease Term | 11 years 4 months 6 days | ||||||||||
Moline Silvis Facilities [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 6,900 | 6,900 | |||||||||
Sherman, Silvis, and Gainesville Facilities [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Allowance for Tenant Improvements | $ 2,954 | ||||||||||
Fremont Facility [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment, Additions | $ 8,500 | ||||||||||
Lessor, Operating Lease, Term of Contract | 12 years |
Notes Payable and Revolving C36
Notes Payable and Revolving Credit Facility (Schedule of net of unamortized discount balances) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Notes payable, gross | $ 39,475 | $ 39,475 |
Less: Unamortized debt discount | (865) | (930) |
Notes payable, net | $ 38,610 | $ 38,545 |
Notes Payable and Revolving C37
Notes Payable and Revolving Credit Facility (Scheduled Principal Payments Due On Cantor Loan Note Payable) (Details) - Cantor Loan [Member] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Mar. 31, 2016 |
Debt Instrument [Line Items] | |||
2,018 | $ 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 315 | ||
2,022 | 449 | ||
Thereafter | 31,333 | ||
Total | $ 32,097 | $ 32,097 | $ 32,097 |
Notes Payable and Revolving C38
Notes Payable and Revolving Credit Facility (Scheduled Principal Payments Due On West Mifflin Note Payable) (Details) - West Mifflin Note Payable [Member] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 25, 2015 |
Debt Instrument [Line Items] | |||
2,018 | $ 22 | ||
2,019 | 136 | ||
2,020 | 7,220 | ||
Total | $ 7,378 | $ 7,378 | $ 7,378 |
Notes Payable and Revolving C39
Notes Payable and Revolving Credit Facility (Schedule of Deferred Financing Cost Balance) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Debt Instrument [Line Items] | |
Balance, net | $ 2,750 |
Balance, net | 2,955 |
Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Balance, net | 2,750 |
Additions - Revolving Credit Facility | 1,123 |
Deferred financing cost amortization expense | (918) |
Balance, net | $ 2,955 |
Notes Payable and Revolving C40
Notes Payable and Revolving Credit Facility (Details) - USD ($) $ in Thousands | Dec. 02, 2016 | Sep. 25, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Mar. 06, 2018 | Mar. 05, 2018 |
Debt Instrument [Line Items] | ||||||||||
Amortization of Financing Costs | $ 33 | $ 33 | $ 65 | $ 66 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.22% | |||||||||
Debt Instrument, Description | Prepayment can only occur within four months prior to the maturity date, except that after the earlier of (a) two years after the loan is placed in a securitized mortgage pool, or (b) May 6, 2020, the Cantor Loan can be fully and partially defeased upon payment of amounts due under the Cantor Loan and payment of a defeasance amount that is sufficient to purchase U.S. government securities equal to the scheduled payments of principal, interest, fees, and any other amounts due related to a full or partial defeasance under the Cantor Loan. The Company secured the payment of the Cantor Loan with the assets, including property, facilities, and rents, held by the GMR Loan Subsidiaries and has agreed to guarantee certain customary recourse obligations, including findings of fraud, gross negligence, or breach of environmental covenants by the GMR Loan Subsidiaries. The GMR Loan Subsidiaries will be required to maintain a monthly debt service coverage ratio of 1.35:1.00 for all of the collateral properties in the aggregate. | |||||||||
Long-term Line of Credit | $ 288,350 | 288,350 | $ 164,900 | |||||||
Increase (Decrease) in Security Deposits | $ 2,924 | 1,725 | ||||||||
Debt, Weighted Average Interest Rate | 4.38% | 4.38% | 3.72% | |||||||
Debt Instrument, Term | 2 years 18 days | 2 years 11 months 8 days | ||||||||
Long-term Debt, Gross | $ 39,475 | $ 39,475 | $ 39,475 | |||||||
Debt Instrument, Covenant Description | maintain a monthly debt service coverage ratio of 1.35:1.00 for all of the collateral properties in the aggregate. | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of Financing Costs | 520 | 308 | 918 | 434 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 340,000 | $ 90,000 | ||||||||
Line of Credit Facility, Interest Rate Description | (i) adjusted LIBOR plus 2.00% to 3.00% or (ii) a base rate plus 1.00% to 2.00%, in each case, depending upon the Company’s consolidated leverage ratio. | |||||||||
Line of Credit Facility, Commitment Fee Description | (x) 0.20% if the average daily unused commitments are less than 50% of the commitments then in effect and (y) 0.30% if the average daily unused commitments are greater than or equal to 50% of the commitments then in effect and determined based on the average daily unused commitments during such previous quarter. | |||||||||
Line of Credit Facility, Covenant Compliance | The Operating Partnership is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales. The Operating Partnership must also maintain (i) a maximum consolidated leverage ratio as of the end of each fiscal quarter of less than (y) 0.65:1.00 for each fiscal quarter ending prior to October 1, 2019 and (z) thereafter, 0.60:1.00, (ii) a minimum fixed charge coverage ratio of 1.50:1.00, (iii) a minimum net worth of $119,781 plus 75% of all net proceeds raised through subsequent equity offerings and (iv) a ratio of total secured recourse debt to total asset value of not greater than 0.10:1.00. | |||||||||
Other Operating Activities, Cash Flow Statement | 129,950 | 141,800 | ||||||||
Increase (Decrease) in Security Deposits | 2,896 | 1,156 | 4,662 | 1,610 | ||||||
Repayments of Lines of Credit | 6,500 | 25,000 | ||||||||
Long-term Debt, Gross | 123,450 | 116,800 | 123,450 | 116,800 | ||||||
Cantor Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Total | 32,097 | $ 32,097 | $ 32,097 | 32,097 | ||||||
Debt Instrument, Maturity Date | Apr. 6, 2026 | |||||||||
Interest Expense, Debt | 423 | 423 | $ 843 | 842 | ||||||
West Mifflin Note Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Total | $ 7,378 | 7,378 | 7,378 | $ 7,378 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.72% | |||||||||
Debt Instrument, Description | The West Mifflin facility serves as collateral for the note. The note requires a quarterly fixed charge coverage ratio of at least 1:1, a quarterly minimum debt yield of 0.09:1.00, and annualized Operator EBITDAR (as defined in the note) measured on a quarterly basis of not less than $6,000 | |||||||||
Interest Expense, Debt | $ 70 | $ 70 | $ 139 | $ 139 |
Schedule of Company's Board had
Schedule of Company's Board had declared cash dividends on common stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Record Date | Jul. 15, 2018 | |
Dividend Amount | $ 5,940 | $ 5,638 |
Common Stock [Member] | Dividend Declared On 15 December | ||
Record Date | Dec. 26, 2017 | |
Applicable Quarter | Q4 2017 | |
Payment Date | Jan. 10, 2018 | |
Dividend Amount | $ 4,552 | |
Dividends per Share | $ 0.20 | |
Common Stock [Member] | Dividend Declared On 07 March | ||
Record Date | Mar. 22, 2018 | |
Applicable Quarter | Q1 2018 | |
Payment Date | Apr. 10, 2018 | |
Dividend Amount | $ 4,691 | |
Dividends per Share | $ 0.20 | |
Common Stock [Member] | Dividend Declared On 15 June | ||
Record Date | Jun. 26, 2018 | |
Applicable Quarter | Q2 2018 | |
Payment Date | Jul. 11, 2018 | |
Dividend Amount | $ 4,786 | |
Dividends per Share | $ 200 | |
Preferred Stock [Member] | Dividend Declared On 15 December | ||
Record Date | Jan. 15, 2018 | |
Applicable Quarter | Q4 2017 | |
Payment Date | Jan. 31, 2018 | |
Dividend Amount | $ 1,455 | |
Amount Accrued | $ 0 | |
Dividends per Share | $ 0.46875 | |
Preferred Stock [Member] | Dividend Declared On 07 March | ||
Record Date | Apr. 15, 2018 | |
Applicable Quarter | Q1 2018 | |
Payment Date | Apr. 30, 2018 | |
Dividend Amount | $ 1,456 | |
Amount Accrued | $ 0 | |
Dividends per Share | $ 0.46875 | |
Preferred Stock [Member] | Dividend Declared On 15 June | ||
Applicable Quarter | Q2 2018 | |
Payment Date | Jul. 31, 2018 | |
Dividend Amount | $ 1,455 | |
Amount Accrued | $ 970 | |
Dividends per Share | $ 0.46875 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Preferred Stock, Shares Authorized | 10,000 | 10,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Issued | 3,105 | 3,105 | ||
Common Stock, Shares Authorized | 500,000 | 500,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares, Outstanding | 21,631 | 21,631 | ||
Dividends Payable | $ 5,940 | $ 5,638 | ||
Preferred Stock, Liquidation Preference Per Share | $ 25 | |||
Payments of Ordinary Dividends, Preferred Stock and Preference Stock | $ 0 | $ 2,911 | $ 0 | |
Limited Partners' Capital Account, Units Issued | 1,857 | 1,246 | ||
Payments of dividens, Common Stock, OP and LTIP Units | $ (9,288) | (7,208) | ||
Partners' Capital Account, Units, Sale of Units | 611 | 1,246 | ||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | $ 4,742 | $ 11,532 | ||
Limited Partners' Capital Account | 16,274 | $ 11,532 | ||
Common Stock [Member] | ||||
Dividends Payable | $ 96 | 113 | 96 | |
Payments of Ordinary Dividends | 45 | $ 0 | ||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | $ 0 | |||
Series A Preferred Stock [Member] | ||||
Preferred Stock, Shares Issued | 3,105 | 3,105 | ||
Dividends Payable, Amount Per Share | $ 1,875 | |||
Preferred Stock, Liquidation Preference Per Share | $ 25 | |||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||
Long Tem Incentives Plan Units [Member] | ||||
Dividends Payable | $ 184 | $ 116 |
Related Party Transactions (Due
Related Party Transactions (Due to Related Parties, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | ||
Related Party Transaction [Line Items] | ||||||
Balance, Beginning | $ (1,036) | |||||
Management fee expense incurred | $ (1,095) | $ (628) | (2,176) | $ (1,256) | $ (1,064) | |
Management fees paid to Advisor | [1] | 2,145 | ||||
Loan to Advisor | 33 | |||||
Loan to other related party | 80 | $ (40) | ||||
Balance, Ending | (987) | (987) | (1,036) | |||
Due To Advisor Mgmt Fees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Balance, Beginning | (1,064) | |||||
Management fee expense incurred | [1] | (2,176) | ||||
Management fees paid to Advisor | [1] | 2,145 | ||||
Loan to Advisor | 0 | |||||
Loan to other related party | 0 | |||||
Balance, Ending | (1,095) | (1,095) | (1,064) | |||
Due To Advisor Other Funds [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Balance, Beginning | 9 | |||||
Management fee expense incurred | [1] | 0 | ||||
Management fees paid to Advisor | [1] | 0 | ||||
Loan to Advisor | 33 | |||||
Loan to other related party | 0 | |||||
Balance, Ending | 42 | 42 | 9 | |||
Due to from Other Related party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Balance, Beginning | 19 | |||||
Management fee expense incurred | [1] | 0 | ||||
Management fees paid to Advisor | [1] | 0 | ||||
Loan to Advisor | 0 | |||||
Loan to other related party | 47 | |||||
Balance, Ending | $ 66 | $ 66 | $ 19 | |||
[1] | Net amount accrued of $31 consists of $2,176 in management fee expense incurred, net of $2,145 of accrued management fees that were paid to the Advisor. This represents a cash flow operating activity. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | May 08, 2017 | |
Related Party Transaction [Line Items] | ||||||
Management Fee Expense | $ 1,095 | $ 628 | $ 2,176 | $ 1,256 | $ 1,064 | |
Payment for Management Fee | $ 1,095 | 2,145 | 1,248 | |||
Increase (Decrease) in Due to Related Parties | $ 31 | $ 8 | ||||
Mr. Jamie Barber [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued Salaries, Current | $ 125 |
Stock-Based Compensation Time-b
Stock-Based Compensation Time-based vesting (Details) shares in Thousands | 6 Months Ended | |
Jun. 30, 2018shares | ||
LTIP units redeemed in cash | 35 | |
Net annual and long-term LTIP awards as of June 30, 2018 | 588 | |
Long Tem Incentives Plan Units [Member] | 2017 Program [Member] | ||
LTIP units granted | 57 | [1] |
Long Tem Incentives Plan Units [Member] | Equity Incentive Plan 2016 [Member] | ||
Net LTIP units outstanding as of December 31, 2017 | 436 | |
LTIP units granted | 57 | [2] |
LTIP units redeemed in cash | (35) | [3] |
Net annual and long-term LTIP awards as of June 30, 2018 | 588 | |
Long Tem Incentives Plan Units [Member] | 2018 Time based [Membe] | ||
LTIP units granted | 73 | [4] |
[1] | The 57 LTIP units represents grants from the previously disclosed 2017 annual awards. On March 5, 2018 the Compensation Committee of the Board (the “Compensation Committee”) determined the extent to which the Company achieved the performance goals related to the 2017 Annual Awards and determined the number of LTIP units that each grantee was entitled to receive. These grants vested 50% on March 5, 2018, the determination date, and 50% vest on December 31, 2018. | |
[2] | The 57 LTIP units are comprised of the following: on March 5, 2018, the Board approved grants of an aggregate of 36 LTIP Units to employees of the Advisor, which vest 50% on March 5, 2020 and 50% on March 5, 2021; on May 30, 2018 and June 14, 2018 the Board approved grants of an aggregate of 21 LTIP Units to independent directors of the Board, which vest on May 30, 2019 and June 14, 2019, respectively. | |
[3] | The 35 LTIP units is comprised of 34 vested units that the Company elected to redeem in cash for $263, and one unvested unit that was forfeited. | |
[4] | The 73 LTIP units represent grants approved by the Board on March 5, 2018 and are subject to the terms and conditions of the 2018 LTIP Unit Award Agreements between the Company and each grantee. These grants vest in equal one-third increments on each of March 5, 2019, March 5, 2020, and March 5, 2021. |
Stock-Based Compensation Vested
Stock-Based Compensation Vested and unvested LTIP units (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2018shares | |
Total vested units | 283 |
Unvested units: | |
Total unvested units | 305 |
Net LTIP units outstanding as of June 30, 2018 | 588 |
Advisor [Member] | |
Unvested units: | |
Granted | 284 |
Independent directors [Member] | |
Unvested units: | |
Granted | 21 |
Stock-Based Compensation Long-T
Stock-Based Compensation Long-Term Awards (Details) shares in Thousands | 6 Months Ended | |
Jun. 30, 2018shares | ||
Net 2017 Program LTIP awards as of December 31, 2017 | 182 | |
LTIP units not earned under the 2017 Performance Program – Annual Awards | (27) | [1] |
LTIP unit forfeitures | (4) | [2] |
Net annual and long-term LTIP awards as of June 30, 2018 | 367 | |
Two Thousand Seventeen Program [Member] | Annual Awards [Member] | ||
Net 2017 Program LTIP awards as of December 31, 2017 | 84 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | (57) | [3] |
LTIP units not earned under the 2017 Performance Program – Annual Awards | (27) | [1] |
LTIP unit forfeitures | [2] | |
Net annual and long-term LTIP awards as of June 30, 2018 | 0 | |
Two Thousand Seventeen Program [Member] | Long-Term Awards [Member] | ||
Net 2017 Program LTIP awards as of December 31, 2017 | 98 | |
LTIP units not earned under the 2017 Performance Program – Annual Awards | 0 | [1] |
LTIP unit forfeitures | (2) | [2] |
Net annual and long-term LTIP awards as of June 30, 2018 | 96 | |
2018 Program [Member] | Annual Awards [Member] | ||
Net 2017 Program LTIP awards as of December 31, 2017 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 163 | [4] |
LTIP units not earned under the 2017 Performance Program – Annual Awards | 0 | [1] |
LTIP unit forfeitures | (2) | [2] |
Net annual and long-term LTIP awards as of June 30, 2018 | 161 | |
2018 Program [Member] | Long-Term Awards [Member] | ||
Net 2017 Program LTIP awards as of December 31, 2017 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 110 | [5] |
LTIP units not earned under the 2017 Performance Program – Annual Awards | 0 | [1] |
LTIP unit forfeitures | [2] | |
Net annual and long-term LTIP awards as of June 30, 2018 | 110 | |
[1] | On March 5, 2018 the Compensation Committee determined the extent to which the Company achieved the performance goals and concluded that these target awards were not earned. | |
[2] | Represents LTIP units forfeited from grantees no longer with the Company. | |
[3] | This amount represents grants from the 2017 Program Annual Awards. Refer to the “Time-Based Grants” table above which presents these grants as earned and time-based. | |
[4] | These target Annual Awards were approved by the Board on April 9, 2018 and are subject to the terms and conditions of the 2018 LTIP Unit Award Agreements between the Company and each grantee. | |
[5] | These target Long-Term Awards were approved by the Board on March 5, 2018 and are subject to the terms and conditions of the 2018 LTIP Unit Award Agreements between the Company and each grantee. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) shares in Thousands, $ in Thousands | Mar. 05, 2021 | Mar. 05, 2020 | Mar. 05, 2019 | Mar. 05, 2018 | Jun. 14, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation | $ 1,055 | $ 721 | $ 1,237 | $ 1,140 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Employee Subscription Rate After Performance Period | The number of LTIP units earned under the Long-Term Awards will be determined as soon as reasonably practicable following the end of the three-year performance period based on the Companys TSR on an absolute basis (as to 75% of the Long-Term Award) and relative to the SNL Healthcare REIT Index (as to 25% of the Long-Term Award). | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 75.00% | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 4,310 | $ 4,310 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 2 months 19 days | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award Non Option Vested Redeemed In Cash | 34 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option , redeemed in cash | 35 | |||||||||
Stock Redeemed or Called During Period, Value | $ 263 | |||||||||
Performance Goals For Awards | As of June 30, 2018, management estimated that the Performance Goals would be met at a 75% level, and accordingly, applied 75% to the net target 2018 Program Annual Awards to estimate the 2018 Program Annual Awards expected to be earned at the end of the performance period. | |||||||||
Additional Earn Up Rate For Grantee | 150.00% | |||||||||
2017 Performance Program [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 36 | 21 | 57 | |||||||
2018 Time Based Awards [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 73 | |||||||||
2017 Program [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | ||||||||
Long Tem Incentives Plan Units [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | ||||||||
Long Tem Incentives Plan Units [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 277 | 277 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,232 | 1,232 | ||||||||
Long Tem Incentives Plan Units [Member] | 2017 Program [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | [1] | 57 | ||||||||
Long-Term Awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||
Long-Term Awards [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||
Long-Term Awards [Member] | Long Term Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 200.00% | 200.00% | ||||||||
[1] | The 57 LTIP units represents grants from the previously disclosed 2017 annual awards. On March 5, 2018 the Compensation Committee of the Board (the “Compensation Committee”) determined the extent to which the Company achieved the performance goals related to the 2017 Annual Awards and determined the number of LTIP units that each grantee was entitled to receive. These grants vested 50% on March 5, 2018, the determination date, and 50% vest on December 31, 2018. |
Rental Revenue (Schedule of Fut
Rental Revenue (Schedule of Future Lease Payments Receivables) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
2018 (Six months remaining) | $ 23,415 |
2,019 | 47,299 |
2,020 | 48,155 |
2,021 | 46,556 |
2,022 | 45,488 |
Thereafter | 347,800 |
Total | $ 558,713 |
Rental Revenue (Details)
Rental Revenue (Details) - Sales Revenue, Net [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Concentration Risk, Percentage | 4.00% | 4.00% | ||
Plano Facility [Member] | ||||
Concentration Risk, Percentage | 6.00% | 7.00% | ||
Tennessee facilities [Member] | ||||
Concentration Risk, Percentage | 5.00% | |||
All Other Facilities [Member] | ||||
Concentration Risk, Percentage | 47.00% | 36.00% | 54.00% | 33.00% |
Great Bend Facility [Member] | ||||
Concentration Risk, Percentage | 5.00% | 9.00% | 5.00% | 6.00% |
Sherman facility [Member] | ||||
Concentration Risk, Percentage | 6.00% | 7.00% | ||
Encompass facilities [Member] | ||||
Concentration Risk, Percentage | 11.00% | 21.00% | 12.00% | 25.00% |
Austin Facility [Member] | ||||
Concentration Risk, Percentage | 7.00% | 7.00% | ||
Dallas Facility [Member] | ||||
Concentration Risk, Percentage | 6.00% | |||
Belpre Facilities [Member] | ||||
Concentration Risk, Percentage | 9.00% | 5.00% | ||
Omaha Facility [Member] | ||||
Concentration Risk, Percentage | 6.00% | 10.00% | 8.00% | |
No Facilities Member [Member] | ||||
Concentration Risk, Percentage | 4.00% | 4.00% | ||
Oklahoma Center for Orthopedic Multi-Specialty Surgery, LLC [Member] | ||||
Concentration Risk, Percentage | 9.00% | 17.00% | 10.00% | |
Marina Facility [Member] | ||||
Concentration Risk, Percentage | 5.00% |
Land Leases (Schedule Of Future
Land Leases (Schedule Of Future Minimum Rental Payments) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
2018 (six months remaining) | $ 53 |
2,019 | 109 |
2,020 | 109 |
2,021 | 109 |
2,022 | 109 |
Thereafter | 2,234 |
Total | $ 2,723 |
Land Leases (Details)
Land Leases (Details) | Jun. 30, 2018 |
Moline Facility [Member] | |
Lessee, Operating Lease, Renewal Term | 10 years |
Silvis facility [Member] | |
Lessee, Operating Lease, Renewal Term | 67 years |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Aug. 07, 2018USD ($) |
Subsequent Event [Line Items] | |
Derivative, Term of Contract | 0 years |
Derivative, Swaption Interest Rate | 0.00% |
Revolving Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 340 |
Subsequent Event [Member] | Revolving Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 350 |
Debt Instrument, Basis Spread on Variable Rate | 2.88% |
Subsequent Event [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 500 |
Subsequent Event [Member] | Interest Rate Swap [Member] | |
Subsequent Event [Line Items] | |
Derivative, Amount of Hedged Item | 100 |
Subsequent Event [Member] | The Revolver [Member] | Revolving Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | 250 |
Subsequent Event [Member] | The Term loan [Member] | Revolving Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 100 |