Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | HEALTHCARE TRUST, INC. | |
Entity Central Index Key | 1,561,032 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 86,091,285 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real estate investments, at cost: | ||
Land | $ 163,382 | $ 113,461 |
Buildings, fixtures and improvements | 1,622,718 | 1,362,387 |
Construction in progress | 17,977 | 0 |
Acquired intangible assets | 216,537 | 186,849 |
Total real estate investments, at cost | 2,020,614 | 1,662,697 |
Less: accumulated depreciation and amortization | (122,834) | (30,947) |
Total real estate investments, net | 1,897,780 | 1,631,750 |
Cash and cash equivalents | 47,751 | 182,617 |
Restricted cash | 2,947 | 1,778 |
Investment securities, at fair value | 1,040 | 20,286 |
Receivable for sale of common stock | 0 | 6 |
Prepaid expenses and other assets | 30,201 | 17,036 |
Deferred costs, net | 14,548 | 4,237 |
Total assets | 1,994,267 | 1,857,710 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable | 98,150 | 65,786 |
Mortgage premiums, net | 4,276 | 2,844 |
Credit facility | 185,000 | 0 |
Market lease intangible liabilities, net | 21,762 | 19,535 |
Accounts payable and accrued expenses (including $1,152 and $970 due to related parties as of September 30, 2015 and December 31, 2014, respectively) | 32,433 | 22,248 |
Deferred rent | 2,287 | 3,023 |
Distributions payable | 12,021 | 12,097 |
Total liabilities | 355,929 | 125,533 |
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of September 30, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 85,818,405 and 83,718,853 shares of common stock issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 858 | 837 |
Additional paid-in capital | 1,899,908 | 1,850,169 |
Accumulated other comprehensive income (loss) | (44) | 463 |
Accumulated deficit | (272,285) | (129,406) |
Total stockholders' equity | 1,628,437 | 1,722,063 |
Non-controlling interests | 9,901 | 10,114 |
Total equity | 1,638,338 | 1,732,177 |
Total liabilities and equity | $ 1,994,267 | $ 1,857,710 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Due to affiliates | $ 1,152 | $ 970 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 85,818,405 | 83,718,853 |
Common stock, shares outstanding (in shares) | 85,818,405 | 83,718,853 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Rental income | $ 56,722 | $ 10,620 | $ 160,555 | $ 14,061 |
Operating expense reimbursement | 3,487 | 1,034 | 9,344 | 1,849 |
Resident services and fee income | 3,784 | 164 | 10,731 | 164 |
Contingent purchase price consideration | 37 | 0 | 487 | 0 |
Total revenues | 64,030 | 11,818 | 181,117 | 16,074 |
Expenses: | ||||
Property operating | 33,506 | 4,202 | 89,612 | 5,231 |
Operating fees to related parties | 4,312 | 0 | 7,722 | 0 |
Acquisition and transaction related | 3,315 | 17,884 | 8,502 | 20,887 |
General and administrative | 2,442 | 1,221 | 7,574 | 2,212 |
Depreciation and amortization | 34,162 | 7,391 | 97,193 | 10,629 |
Total expenses | 77,737 | 30,698 | 210,603 | 38,959 |
Operating loss | (13,707) | (18,880) | (29,486) | (22,885) |
Other income (expense): | ||||
Interest expense | (3,081) | (1,418) | (6,838) | (2,163) |
Income from investment securities and interest income | 66 | 275 | 555 | 296 |
Gain on sale of investment securities | 160 | 0 | 446 | 0 |
Total other expense | (2,855) | (1,143) | (5,837) | (1,867) |
Loss before income tax and non-controlling interests | (16,562) | (20,023) | (35,323) | (24,752) |
Income tax benefit | 369 | 0 | 387 | 0 |
Net loss | (16,193) | (20,023) | (34,936) | (24,752) |
Net loss attributable to non-controlling interests | 85 | 0 | 187 | 0 |
Net loss attributable to stockholders | (16,108) | (20,023) | (34,749) | (24,752) |
Other comprehensive loss: | ||||
Unrealized loss on investment securities, net | (177) | (36) | (507) | (36) |
Comprehensive loss | $ (16,285) | $ (20,059) | $ (35,256) | $ (24,788) |
Basic and diluted weighted-average shares outstanding (in shares) | 85,705,595 | 71,813,126 | 84,988,240 | 40,401,362 |
Basic and diluted net loss per share (in usd per share) | $ (0.19) | $ (0.28) | $ (0.41) | $ (0.61) |
Distributions declared per share (in usd per share) | $ 0.43 | $ 0.43 | $ 1.27 | $ 1.27 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders' Equity | Non-controlling Interests |
Beginning Balance (in shares) at Dec. 31, 2014 | 83,718,853 | ||||||
Beginning balance at Dec. 31, 2014 | $ 1,732,177 | $ 837 | $ 1,850,169 | $ 463 | $ (129,406) | $ 1,722,063 | $ 10,114 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock offering costs, commissions and dealer manager fees | $ 2 | 2 | 2 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 2,500,000 | 2,477,732 | |||||
Common stock issued through distribution reinvestment plan | $ 58,848 | $ 25 | 58,823 | 58,848 | |||
Common stock repurchases (in shares) | (381,113) | ||||||
Common stock repurchases | (9,126) | $ (4) | (9,122) | (9,126) | |||
Share-based compensation (in shares) | 2,933 | ||||||
Equity-based compensation | 36 | 36 | 36 | ||||
Distributions declared | (108,130) | (108,130) | (108,130) | ||||
Contributions from non-controlling interest holders | 500 | 500 | |||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (526) | (526) | |||||
Unrealized loss on investments | (507) | (507) | (507) | ||||
Net loss | (34,936) | (34,749) | (34,749) | (187) | |||
Ending Balance (in shares) at Sep. 30, 2015 | 85,818,405 | ||||||
Ending balance at Sep. 30, 2015 | $ 1,638,338 | $ 858 | $ 1,899,908 | $ (44) | $ (272,285) | $ 1,628,437 | $ 9,901 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (34,936,000) | $ (24,752,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 97,193,000 | 10,629,000 |
Amortization of deferred financing costs | 2,676,000 | 841,000 |
Amortization of mortgage premiums | (1,402,000) | (387,000) |
Accretion of below-market lease liability and amortization of above-market lease assets, net | (119,000) | 51,000 |
Bad debt expense | 3,766,000 | 0 |
Equity-based compensation | 36,000 | 64,000 |
Gain on sale of investment securities | (446,000) | 0 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (15,437,000) | (6,222,000) |
Accounts payable and accrued expenses | 7,007,000 | 8,548,000 |
Deferred rent and other liabilities | (736,000) | 1,184,000 |
Restricted cash | (1,169,000) | (1,902,000) |
Net cash used in operating activities | 56,433,000 | (11,946,000) |
Cash flows from investing activities: | ||
Investment in real estate and other assets | (312,992,000) | (886,068,000) |
Deposits paid for real estate acquisitions | (3,150,000) | (10,451,000) |
Capital expenditures | (4,984,000) | (139,000) |
Purchase of investment securities | (93,000) | (18,580,000) |
Proceeds from sales of investment securities | 19,278,000 | 0 |
Net cash used in investing activities | (301,941,000) | (915,238,000) |
Cash flows from financing activities: | ||
Proceeds from credit facility | 185,000,000 | 0 |
Payments of mortgage notes payable | (6,023,000) | (293,000) |
Payments of deferred financing costs | (12,407,000) | (5,408,000) |
Proceeds from issuance of common stock | 6,000 | 1,810,934,000 |
Common stock repurchases | (5,921,000) | (294,000) |
Payments of offering costs and fees related to common stock issuances | (629,000) | (203,567,000) |
Distributions paid | (49,358,000) | (19,476,000) |
Contributions from non-controlling interest holders | 500,000 | 0 |
Distributions to non-controlling interest holders | (526,000) | 0 |
Payments to related parties | 0 | (484,000) |
Net cash provided by financing activities | 110,642,000 | 1,581,412,000 |
Net change in cash | (134,866,000) | 654,228,000 |
Cash and cash equivalents, beginning of period | 182,617,000 | 111,833,000 |
Cash and cash equivalents, end of period | 47,751,000 | 766,061,000 |
Supplemental Disclosures: | ||
Cash paid for interest | 5,170,000 | 1,137,000 |
Cash paid for taxes | 312,000 | 79,000 |
Non-Cash Financing Activities: | ||
Payable and accrued offering costs | 0 | 1,272,000 |
Unfulfilled repurchase requests included in accounts payable, accrued expenses and other liabilities | 4,472,000 | 221,000 |
Assumption of mortgage notes payable used to acquire investments in real estate | 38,387,000 | 66,321,000 |
Premiums on assumed mortgage notes payable | 2,834,000 | 3,533,000 |
Liabilities assumed in real estate acquisitions | 604,000 | 3,802,000 |
Common stock issued through distribution reinvestment plan | $ 58,848,000 | $ 22,500,000 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Healthcare Trust, Inc. (including, as required by context, Healthcare Trust Operating Partnership, LP and its subsidiaries, the "Company"), formerly known as American Realty Capital Healthcare Trust II, Inc., invests in seniors housing and health care real estate in the United States for investment purposes. As of September 30, 2015 , the Company owned 149 properties located in 27 states and comprised of 7.3 million rentable square feet. In February 2013, the Company commenced its initial public offering (the "IPO") on a "reasonable best efforts" basis of up to $1.7 billion of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts. The Company closed its IPO in November 2014. As of September 30, 2015 , the Company had 85.8 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the distribution reinvestment plan ("DRIP"), and had received total gross proceeds from the IPO and the DRIP of $2.1 billion . On March 18, 2015, the Company announced its intention to list its common stock on a national stock exchange under the symbol “HTI” (the "Listing") during the third quarter of 2015. On September 24, 2015, the Company announced that its board of directors had determined that it was in the best interest of the Company to not pursue the Listing during the third quarter of 2015 and that the board of directors will continue to monitor market conditions and other factors with a view toward reevaluating the Listing decision when market conditions are more favorable. There can be no assurance that the Company's shares of common stock will be listed. The Company anticipates publishing an estimate of share value to comply with the new Financial Industry Regulatory Authority rules, which become effective in April 2016, unless the Company lists its common stock prior to such time. In the interim, the Company will continue to offer shares pursuant to its DRIP at $23.75 per share, and to repurchase shares pursuant to the share repurchase plan ("SRP"). The Company, which was incorporated on October 15, 2012, is a Maryland corporation that elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with its taxable year ended December 31, 2013. Substantially all of the Company's business is conducted through Healthcare Trust Operating Partnership, LP (the "OP"), formerly known as American Realty Capital Healthcare Trust II Operating Partnership, LP, a Delaware limited partnership. The Company has no direct employees. Healthcare Advisors, LLC (the "Advisor"), formerly known as American Realty Capital Healthcare II Advisors, LLC, has been retained by the Company to manage the Company's affairs on a day-to-day basis. The Company has retained Healthcare Properties, LLC (the "Property Manager"), formerly known as American Realty Capital Healthcare II Properties, LLC, to serve as the Company's property manager. Realty Capital Securities, LLC (the "Dealer Manager") served as the dealer manager of the IPO and, together with its affiliates, continues to provide the Company with various services. The Advisor, the Property Manager and the Dealer Manager are under common control with AR Capital, LLC ("ARC"), the parent of the Company's sponsor, American Realty Capital VII, LLC (the "Sponsor"), as a result of which, they are related parties, and each have received or will receive compensation, fees and expense reimbursements from the Company for services related to the IPO and the investment and management of our assets. The Advisor, Property Manager and Dealer Manager also have received or will receive compensation, fees and expense reimbursements related to the investment and management of the Company's assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results for the entire year or any subsequent interim period. These unaudited financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2014 , which are included in the Company's Annual Report on Form 10-K filed with the SEC on April 15, 2015 . There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2015 other than the updates described below. Reclassifications Certain prior year amounts within cash flows from operating activities and cash flows from financing activities have been reclassified to conform with the current year presentation. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers 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. The revised guidance was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of this new guidance. In January 2015, the FASB issued updated guidance that eliminates from GAAP the concept of an event or transaction that is unusual in nature and occurs infrequently being treated as an extraordinary item. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Any amendments may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company has elected to adopt the new guidance as of September 30, 2015. The Company has assessed the impact from the adoption of this revised guidance and has determined that there is no impact to its financial position, results of operations and cash flows. In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendment requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. The Company is currently evaluating the impact of this new guidance. In September 2015, the FASB issued an update that eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, shall be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company has elected to adopt the new guidance as of September 30, 2015. The adoption of this guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Investments | Real Estate Investments The Company owned 149 properties as of September 30, 2015 . The Company invests in medical office buildings ("MOB"), seniors housing communities and other healthcare-related facilities primarily to expand and diversify its portfolio and revenue base. The following table presents the allocation of the assets acquired during the nine months ended September 30, 2015 and 2014 : Nine Months Ended September 30, (Dollar amounts in thousands) 2015 2014 Real estate investments, at cost: Land $ 49,921 $ 66,819 Buildings, fixtures and improvements 257,516 802,773 Construction in progress 17,977 — Total tangible assets 325,414 869,592 Acquired intangibles: In-place leases (1) 38,885 88,536 Market lease and other intangible assets (1) 1,653 11,219 Market lease liabilities (1) (8,135 ) (9,623 ) Total assets and liabilities acquired, net 357,817 959,724 Mortgage notes payable assumed to acquire real estate investments (38,387 ) (66,321 ) Premiums on mortgages assumed (2,834 ) (3,533 ) Other assets and liabilities, net (604 ) (3,802 ) Deposits for real estate acquisitions (3,000 ) — Cash paid for acquired real estate investments $ 312,992 $ 886,068 Number of properties purchased 31 81 _______________ (1) Weighted-average remaining amortization periods for in-place leases, market lease assets and market lease liabilities acquired during the nine months ended September 30, 2015 were 6.0 , 5.6 and 9.3 years , respectively, as of each property's respective acquisition date. The following table presents unaudited pro forma information as if the acquisitions that were completed during the nine months ended September 30, 2015 had been consummated on January 1, 2014. Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expense of $8.4 million from the nine months ended September 30, 2015 to the nine months ended September 30, 2014 . Nine Months Ended September 30, (In thousands) 2015 2014 Pro forma revenues (1) (2) $ 194,793 $ 44,334 Pro forma net loss (1) (2) $ (25,944 ) $ (36,172 ) Basic and diluted pro forma net loss per share $ (0.31 ) $ (0.90 ) ___________________ (1) For the nine months ended September 30, 2015 , aggregate revenues and net loss derived from the operations of the Company's 2015 acquisitions (for the Company's period of ownership) were $14.6 million and $3.4 million , respectively. (2) During the period from October 1, 2015 to November 6, 2015 , the Company completed its acquisition of six properties. As of the date that these consolidated financial statements were available to be issued, the Company was still reviewing the financial information of these properties and, as such, it was impractical to include in these consolidated financial statements the pro-forma effect of these acquisitions (see Note 17 — Subsequent Events ). The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of September 30, 2015 . These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes, among other items. (In thousands) Future Minimum October 1, 2015 — December 31, 2015 $ 21,389 2016 86,160 2017 85,006 2018 80,379 2019 74,299 Thereafter 514,333 $ 861,566 As of September 30, 2015 and 2014 , the Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income for the portfolio on a straight-line basis. The following table lists the states where the Company had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of September 30, 2015 and 2014 : September 30, State 2015 2014 Florida 22.0% 32.0% Iowa 11.9% 20.9% Michigan * 10.0% Pennsylvania 13.3% * _______________________________ * State's annualized rental income on a straight-line basis was not 10% or more of total annualized rental income on a straight-line basis for all portfolio properties as of the period specified. |
Investment Securities
Investment Securities | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Investment Securities As of September 30, 2015 and December 31, 2014 , the Company had investments with an aggregate fair value of $1.0 million and $20.3 million , respectively. Investments as of December 31, 2014 include real estate income funds managed by an affiliate of the Sponsor (see Note 9 — Related Party Transactions and Arrangements ), which were sold during the three months ended September 30, 2015. These investments are considered available-for-sale securities and, therefore, increases or decreases in the fair value of these investments are recorded in accumulated other comprehensive income as a component of equity on the consolidated balance sheets unless the securities are considered to be other than temporarily impaired, at which time the losses would be reclassified to expense. The following table details the unrealized gains and losses on investment securities as of September 30, 2015 and December 31, 2014 . (In thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2015 Equity securities $ 1,084 $ — $ (44 ) $ 1,040 December 31, 2014 Equity securities $ 19,397 $ 477 $ (33 ) $ 19,841 Debt security 426 19 — 445 Total $ 19,823 $ 496 $ (33 ) $ 20,286 The Company's investments in preferred stock have not been in a continuous unrealized loss position during the last twelve months. The Company believes that the decline in fair value is a factor of current market conditions and, as such, considers the unrealized losses as of September 30, 2015 to be temporary. Therefore no impairment was recorded during the three and nine months ended September 30, 2015 . During the three months ended September 30, 2015 , the Company sold certain of its investments in preferred stock, common stock and real estate income funds with a cost of $14.9 million for $15.1 million which resulted in a realized gain on sale of investment of $0.2 million . During the nine months ended September 30, 2015 , the Company sold certain of its investments in preferred stock, common stock, real estate income funds and its investment in a senior note with a cost of $18.8 million for $19.3 million which resulted in a realized gain on sale of investment of $0.4 million . The Company did not sell any investments during the three and nine months ended September 30, 2014 and therefore had no gains or losses from the sale of investments during these periods. The Company's preferred stock investments, with an aggregate fair value of $1.0 million as of September 30, 2015 , are redeemable at the respective issuer's option five years after issuance. |
Revolving Credit Facility
Revolving Credit Facility | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility On March 21, 2014, the Company entered into a senior secured credit facility in the amount of $50.0 million (the "Credit Facility"). On April 15, 2014 the amount available under the Credit Facility was increased to $200.0 million . On June 26, 2015, the Company entered into an amendment to the Credit Facility which, among other things, allowed for borrowings of up to $500.0 million . On July 31, 2015, the available borrowings were increased to $565.0 million . The Credit Facility also contains a subfacility for letters of credit of up to $25.0 million . The Credit Facility contains an "accordion" feature to allow the Company, under certain circumstances, to increase the aggregate borrowings under the Credit Facility to a maximum of $750.0 million . The amendment to the Credit Facility included changes to amounts committed by each of the banks in the syndicate, which resulted in a write off of deferred financing costs of $0.5 million during the nine months ended September 30, 2015 . There were no such write offs of deferred financing costs during the three months ended September 30, 2015 . The Company has the option, based upon its leverage, to have the Credit Facility priced at either: (a) LIBOR, plus an applicable margin that ranges from 1.60% to 2.20% ; or (b) the Base Rate, plus an applicable margin that ranges from 0.35% to 0.95% . Base Rate is defined in the Credit Facility as the greater of (i) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate,” (ii) 0.5% above the federal funds effective rate or (iii) the applicable one-month LIBOR plus 1.0% . The Credit Facility provides for monthly interest payments for each Base Rate loan and periodic payments for each LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date on March 21, 2019. The Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty (subject to standard breakage costs). In the event of a default, the lender has the right to terminate its obligations under the Credit Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans. As of September 30, 2015 , the balance outstanding under the Credit Facility was $185.0 million , with an effective interest rate of 1.8% . The Company's unused borrowing capacity was $324.7 million , based on assets assigned to the Credit Facility as of September 30, 2015 . Availability of borrowings is based on a pool of eligible unencumbered real estate assets. There were no advances outstanding as of December 31, 2014 . The Credit Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of September 30, 2015 , the Company was in compliance with the financial covenants under the Credit Facility. |
Mortgage Notes Payable
Mortgage Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Mortgage Notes Payable The following table reflects the Company's mortgage notes payable as of September 30, 2015 and December 31, 2014 . Outstanding Loan Amount as of Effective Interest Rate Portfolio Encumbered Properties September 30, December 31, Interest Rate Maturity (In thousands) (In thousands) Creekside Medical Office Building - Douglasville, GA — $ — $ 5,154 5.32 % Fixed Sep. 2015 Bowie Gateway Medical Center - Bowie, MD 1 5,991 6,055 6.18 % Fixed Sep. 2016 Medical Center of New Windsor - New Windsor, NY 1 8,749 8,832 6.39 % Fixed Sep. 2017 Plank Medical Center - Clifton Park, NY 1 3,473 3,506 6.39 % Fixed Sep. 2017 Cushing Center - Schenectady, NY 1 4,210 4,287 5.71 % Fixed Feb. 2016 Countryside Medical Arts - Safety Harbor, FL 1 6,014 6,076 6.07 % Fixed (1) Apr. 2019 St. Andrews Medical Park - Venice, FL 3 6,647 6,716 6.07 % Fixed (1) Apr. 2019 Campus at Crooks & Auburn Building C - Rochester Hills, MI 1 3,573 3,626 5.91 % Fixed Apr. 2016 Slingerlands Crossing Phase I - Bethlehem, NY 1 6,702 6,759 6.39 % Fixed Sep. 2017 Slingerlands Crossing Phase II - Bethlehem, NY 1 7,803 7,877 6.39 % Fixed Sep. 2017 Benedictine Cancer Center - Kingston, NY 1 6,833 6,898 6.39 % Fixed Sep. 2017 Aurora Healthcare Center Portfolio - WI 6 31,355 — 6.55 % Fixed Jan. 2018 Palm Valley Medical Plaza - Goodyear, AZ 1 3,548 — 4.21 % Fixed Jun. 2023 Medical Center V - Peoria, AZ 1 3,252 — 4.75 % Fixed Sep. 2023 Total 20 $ 98,150 $ 65,786 6.21 % (2) _______________________________ (1) Fixed interest rate through May 10, 2017. Interest rate changes to variable rate starting in June 2017. (2) Calculated on a weighted average basis for all mortgages outstanding as of September 30, 2015 . Real estate investments, at cost, related to the mortgage notes payable of $177.9 million and $122.4 million at September 30, 2015 and December 31, 2014 , respectively, have been pledged as collateral and are not available to satisfy our debts and obligations unless first satisfying the mortgage notes payable on the properties. The Company makes payments of principal and interest on all of its mortgage notes payable on a monthly basis. The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to September 30, 2015 : (In thousands) Future Principal Payments October 1, 2015 — December 31, 2015 $ 366 2016 14,922 2017 33,813 2018 30,833 2019 12,221 Thereafter 5,995 $ 98,150 Some of the Company's mortgage note agreements require the compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2015 , the Company was in compliance with the financial covenants under its mortgage note agreements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, if any, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Unobservable inputs that reflect the entity's own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. The Company has or had investments in common stock, redeemable preferred stock, real estate income funds and a senior note that are traded in active markets and therefore, due to the availability of quoted market prices in active markets, the Company has classified these investments as Level 1 in the fair value hierarchy. The following table presents information about the Company's assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total September 30, 2015 Investment securities $ 1,040 $ — $ — $ 1,040 December 31, 2014 Investment securities $ 20,286 $ — $ — $ 20,286 The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, receivable for sale of common stock, prepaid expenses and other assets, deferred costs, net, accounts payable and accrued expenses, deferred rent and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below: Carrying Amount (1) at Fair Value at Carrying Amount (1) at Fair Value at (In thousands) Level September 30, September 30, December 31, December 31, Mortgage notes payable and premiums, net 3 $ 102,426 $ 104,355 $ 68,630 $ 69,117 Credit Facility 3 $ 185,000 $ 185,000 $ — $ — _______________________________ (1) Carrying value includes mortgage notes payable of $98.2 million and $65.8 million and mortgage premiums, net of $4.3 million and $2.8 million as of September 30, 2015 and December 31, 2014 , respectively. The fair value of the mortgage notes payable are estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. Advances under the Credit Facility are considered to be reported at fair value, because the Credit Facility's interest rate varies with changes in LIBOR. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Common Stock | Common Stock As of September 30, 2015 and December 31, 2014 , the Company had 85.8 million and 83.7 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, respectively, and had received total proceeds of $2.1 billion , including proceeds from shares issued pursuant to the DRIP. On April 9, 2013, the Company's board of directors authorized, and the Company declared, distributions payable to stockholders of record each day during the applicable period equal to $0.0046575343 per day, which is equivalent to $1.70 per annum, per share of common stock beginning May 24, 2013. Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. Share Repurchase Program The Company's board of directors has adopted the SRP, which enables stockholders to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to the significant conditions and limitations described below. The repurchase price per share depends on the length of time investors have held such shares, as follows: after one year from the purchase date — the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 or 100.0% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). The Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding on December 31 of the previous calendar year. When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares purchased under the SRP will have the status of authorized but unissued shares. The following table reflects the number of shares repurchased cumulatively through September 30, 2015 : Number of Requests Number of Shares Repurchased Average Price per Share Cumulative repurchases as of December 31, 2014 57 74,031 $ 24.42 Nine months ended September 30, 2015 (1) 230 381,114 23.95 Cumulative repurchases as of September 30, 2015 (1) 287 455,145 $ 24.03 _____________________________ (1) Includes 105 unfulfilled repurchase requests consisting of 189,086 shares for $4.5 million and an average repurchase price per share of $23.65 , which were approved for repurchase as of September 30, 2015 and were completed in November 2015 . The accrual for unfulfilled repurchase requests is reflected in the accounts payable and accrued expenses line item in the accompanying consolidated balance sheets. Distribution Reinvestment Plan Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased under the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The board of directors may designate that certain cash or other distributions be excluded from reinvestment pursuant to the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded as equity in the accompanying consolidated balance sheet in the period distributions are declared. During the nine months ended September 30, 2015 , the Company issued 2.5 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $58.8 million . Accumulated Other Comprehensive Income The following table illustrates the changes in accumulated other comprehensive income as of and for the period presented: (In thousands) Unrealized Gains on Available-for-Sale Securities Balance, December 31, 2014 $ 463 Other comprehensive loss, before reclassifications (61 ) Amounts reclassified from accumulated other comprehensive income (1) (446 ) Balance, September 30, 2015 $ (44 ) __________________ (1) During the nine months ended September 30, 2015 , the Company sold certain of its investments in preferred stock, common stock, real estate income funds and its investment in a senior note which resulted in a realized gain of $0.4 million , which is included in gain on sale of investment securities on the consolidated statement of operations and comprehensive loss. |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements As of September 30, 2015 and December 31, 2014 , Healthcare Trust Special Limited Partnership, LLC (the "Special Limited Partner"), formerly known as American Realty Capital Healthcare II Special Limited Partnership, LLC, owned 8,888 shares of the Company's outstanding common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. The Company owned shares in real estate income funds managed by an affiliate of the Sponsor during the nine months ended September 30, 2015 (see Note 4 — Investment Securities ). The Company sold these shares during the three months ended September 30, 2015. On January 14, 2015, the Company purchased the Specialty Hospital portfolio from American Realty Capital Healthcare Trust, Inc. ("HCT") for a contract purchase price of $39.4 million . At the time of such purchase, the Sponsor and Advisor and the sponsor and advisor of HCT were under common control. On January 15, 2015, HCT merged into Stripe Sub, LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of Ventas, Inc. and therefore, the Sponsor and Advisor and the sponsor and advisor of HCT were no longer under common control as of such date. The limited partnership agreement of the OP provides for a special allocation, solely for tax purposes, of excess depreciation deductions of up to $10.0 million to the Company's Advisor, a limited partner of the OP. In connection with this special allocation, the Company's Advisor has agreed to restore a deficit balance in its capital account in the event of a liquidation of the OP and has agreed to provide a guaranty or indemnity of indebtedness of the OP. Fees Paid in Connection with the IPO The Dealer Manager was paid fees in connection with the sale of the Company's common stock in the IPO. The Company paid the Dealer Manager a selling commission of up to 7.0% of the per share purchase price of offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Company paid the Dealer Manager up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer manager fee. The Dealer Manager was permitted to reallow its dealer manager fee to participating broker-dealers. A participating broker-dealer could elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares by such participating broker-dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option had been elected, the dealer manager fee would have been reduced to 2.5% of gross proceeds. The following table details total selling commissions and dealer manager fees incurred from and due to the Dealer Manager as of and for the periods presented: Three Months Ended Nine Months Ended Payable as of September 30, September 30, September 30, December 31, (In thousands) 2015 2014 2015 2014 2015 2014 Total commissions and fees incurred from (reimbursed by) and due to the Dealer Manager $ — $ 67,004 $ (2 ) $ 172,201 $ — $ 1 The Advisor and its affiliates received compensation and reimbursement for services relating to the IPO, including transfer agent services provided by an affiliate of the Dealer Manager. All offering costs incurred by the Company or its affiliated entities on behalf of the Company were charged to additional paid-in capital on the accompanying balance sheet during the IPO. The following table details reimbursable offering costs incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: Three Months Ended Nine Months Ended Payable as of September 30, September 30, September 30, December 31, (In thousands) 2015 2014 2015 2014 2015 2014 Fees and expense reimbursements incurred from and due to the Advisor $ — $ 13,511 $ — $ 27,266 $ — $ — Fees and expense reimbursements incurred from and due to the Dealer Manager — 1,189 — 2,757 — 605 Total fees and expense reimbursements incurred from and due to the Advisor and Dealer Manager $ — $ 14,700 $ — $ 30,023 $ — $ 605 The Company was responsible for paying offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds received from the IPO, measured at the end of the IPO. Offering costs, excluding selling commissions and dealer manager fees, in excess of the 2.0% cap as of the end of the IPO were to be the Advisor's responsibility. As of the end of the IPO, offering and related costs, excluding selling commissions and dealer manager fees, did not exceed 2.0% of gross proceeds received from the IPO. In aggregate, offering costs including selling commissions and dealer manager fees were the Company's responsibility up to a maximum of 12.0% of the gross proceeds received from the IPO as determined at the end of the IPO. As of the end of the IPO in November 2014, offering costs were less than the 12.0% of the gross proceeds received in the IPO. Fees and Participations Paid in Connection With the Operations of the Company The Advisor is paid an acquisition fee equal to 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. The Advisor is also reimbursed for services provided for which it incurs investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimburses the Advisor for third party acquisition expenses. The aggregate amount of acquisition fees and financing coordination fees (as described below) may not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment for all the assets acquired. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees payable with respect to the Company's portfolio of investments or reinvestments exceed 4.5% of the contract purchase price of the Company's portfolio to be measured at the close of the acquisition phase or 4.5% of the amount advanced for all loans or other investments. If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. Until March 31, 2015, for its asset management services, the Company issued the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted, forfeitable partnership units of the OP designated as "Class B Units." The Class B Units were intended to be profits interests and vest, and are no longer subject to forfeiture, at such time as: (x) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) a listing; (2) an other liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Unvested Class B Units will be forfeited immediately if: (a) the advisory agreement is terminated for any reason other than a termination without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company's independent directors without cause before the economic hurdle has been met. When approved by the board of directors, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. The number of Class B Units issued in any quarter was equal to: (i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $22.50 (the IPO price minus the selling commissions and dealer manager fees). The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. As of September 30, 2015 , the Company cannot determine the probability of achieving the performance condition. The Advisor receives distributions on vested and unvested Class B Units equal to the distribution rate received on the Company's common stock. Such distributions on issued Class B Units are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss until the performance condition is considered probable to occur. As of September 30, 2015 , the Company's board of directors had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement. On May 12, 2015, the Company, the OP and the Advisor entered into an amendment (the “Amendment”) to the advisory agreement, which, among other things, provides that the Company will cease causing the OP to issue Class B Units in the OP to the Advisor or its assignees related to any period ending after March 31, 2015. Effective April 1, 2015, the Company began paying an asset management fee to the Advisor or its assignees as compensation for services rendered in connection with the management of the Company’s assets. The asset management fee is payable on the first business day of each month in the amount of 0.0625% multiplied by the cost of assets for the preceding monthly period. The asset management fee is payable to the Advisor or its assignees in cash, in shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor. Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee of 1.5% of gross revenues from the Company's stand-alone single-tenant net leased properties and 2.5% of gross revenues from all other types of properties, respectively. The Company also reimburses the Property Manager for property level expenses. If the Company contracts directly with third parties for such services, the Company will pay them customary market fees and will pay the Property Manager an oversight fee of up to 1.0% of the gross revenues of the property managed. In no event will the Company pay the Property Manager or any affiliate of the Property Manager both a property management fee and an oversight fee with respect to any particular property. Effective June 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees were amortized over the estimated remaining term of the IPO and, as such, have been fully amortized as of December 31, 2014. The Dealer Manager and its affiliates also provide transfer agency services, as well as transaction management and other professional services. These fees were included in general and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss. The following table details amounts incurred, forgiven and payable in connection with the Company's operations-related services described above as of and for the periods presented. Three Months Ended September 30, Nine Months Ended September 30, Payable as of 2015 2014 2015 2014 September 30, December 31, (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven 2015 2014 One-time fees and reimbursements: Acquisition fees $ 1,719 $ — $ 8,187 $ — $ 3,707 $ — $ 9,555 $ — $ — $ — Acquisition cost reimbursements 859 — 4,093 — 1,853 — 4,778 — — — Financing coordination fees 512 — 52 — 3,400 — 1,997 — — — Ongoing fees: Asset management fees (1) 3,656 — — — 7,066 — — — — — Property management fees 656 — — 124 656 1,220 — 171 656 — Transfer agent and other professional services 1,085 — — — 3,156 — — — 496 364 Strategic advisory fees — — 335 — — — 605 — — — Distributions on Class B Units 154 — 9 — 336 — 16 — — — Total related party operation fees and reimbursements $ 8,641 $ — $ 12,676 $ 124 $ 20,174 $ 1,220 $ 16,951 $ 171 $ 1,152 $ 364 _______________ (1) Prior to April 1, 2015, the Company caused the OP to issue (subject to periodic approval by the board of directors) to the Advisor restricted performance based Class B Units for asset management services. As of September 30, 2015 , the Company's board of directors had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement. Effective April 1, 2015, in connection with the Amendment, the Company will pay an asset management fee to the Advisor or its assignees in cash, in shares, or a combination of both and will no longer issue any Class B Units. The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash expenses and excluding any gain from the sale of assets for that period (the "2%/25% Limitation"), unless the Company's independent directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, in which case the excess amount may be reimbursed to the Advisor in subsequent periods. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services during the operational stage; however, the Company may not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees, acquisition expenses or real estate commissions or for persons serving as executive officers of the Company. The 2%/25% Limitation was removed from the advisory agreement in connection with the amendments to the advisory agreement in June 2015. In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to forgive and absorb certain fees. Because the Advisor may forgive or absorb certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that are forgiven are not deferrals and, accordingly, will not be paid to the Advisor in the future. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's property operating and general and administrative costs, which the Company will not repay. No such fees were absorbed during the three and nine months ended September 30, 2015 or 2014 . Fees and Participations Paid in Connection with a Listing or the Liquidation of the Company's Real Estate Assets Fees Incurred in Connection with the Listing On March 17, 2015, the Company formally engaged KeyBanc Capital Markets Inc. ("KeyBanc") and RCS Capital ("RCS Capital"), the investment banking and capital markets division of the Dealer Manager, and on May 20, 2015, the Company formally engaged BMO Capital Markets Corp. ("BMO"), as financial advisors. Previously, the Company's board of directors determined, in consultation with KeyBanc and RCS Capital, that it was in the Company's best interests to proceed with a public listing application on a national securities exchange. On September 24, 2015, the Company announced that its board of directors had determined that it was in the best interest of the Company to not pursue the Listing during the third quarter of 2015 and that the board of directors will continue to monitor market conditions and other factors with a view toward reevaluating the Listing decision when market conditions are more favorable. Pursuant to the agreements with KeyBanc, BMO and RCS Capital, they will each receive a listing advisory fee equal to $1.5 million if the Company's shares are listed on a national securities exchange. In the event of a sale or acquisition transaction, KeyBanc, BMO and RCS Capital will each receive a proposed transaction fee equal to 0.25% of the value of the transaction. No fees have been incurred in connection with this agreement during the three and nine months ended September 30, 2015 or 2014 . Other Liquidation Related Fees and Participations The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of the Company's total return to stockholders, payable annually in arrears, such that for any year in which the Company's total return on stockholders' capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year. This fee will be paid only upon the sale of assets, distributions or other event which results in the return on stockholders' capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the three and nine months ended September 30, 2015 or 2014 . The Company will pay the Advisor a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and 50.0% of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such fees were incurred during the three and nine months ended September 30, 2015 or 2014 . The Special Limited Partner will be entitled to receive a subordinated participation in the net sales proceeds of the sale of real estate assets from the OP equal to 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6.0% cumulative, pre-tax non-compounded annual return on the capital contributed by investors. The Special Limited Partner will not be entitled to the subordinated participation in net sale proceeds unless the Company's investors have received a 6.0% cumulative non-compounded annual return on their capital contributions. No such participation in net sales proceeds became due and payable during the three and nine months ended September 30, 2015 or 2014 . If the common stock of the Company is listed on a national exchange, the Special Limited Partner will be entitled to receive a subordinated incentive listing distribution from the OP equal to 15.0% of the amount by which the adjusted market value of real estate assets plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Special Limited Partner will not be entitled to the subordinated incentive listing distribution unless investors have received a 6.0% cumulative, pre-tax non-compounded annual return on their capital contributions. No such distribution was incurred during the three and nine months ended September 30, 2015 or 2014 . Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in the net sales proceeds and the subordinated incentive listing distribution. Upon termination or non-renewal of the advisory agreement with the Advisor, with or without cause, the Special Limited Partner will be entitled to receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company's market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded annual return to investors. The Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2015 | |
Economic Dependency [Abstract] | |
Economic Dependency | Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's common stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Restricted Share Plan The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further approval by the Company's board of directors or the stockholders, after initial election to the board of directors and after each annual stockholder meeting, with such shares vesting annually beginning with the one year anniversary of initial election to the board of directors and the date of the next annual meeting, respectively. Restricted stock issued to independent directors will vest over a five -year period in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP may not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 3.4 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. For restricted share awards granted prior to July 1, 2015, such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. For restricted share awards granted on or after July 1, 2015, such awards provide for accelerated vesting of the portion of the unvested shares scheduled to vest in the year of the recipient's voluntary termination or the failure to be re-elected to the board. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares. The following table reflects restricted share award activity for the period presented: Number of Common Shares Weighted-Average Issue Price Unvested, December 31, 2014 7,198 $ 22.50 Granted 5,332 22.50 Vested (1,066 ) 22.50 Forfeitures (2,399 ) 22.50 Unvested, September 30, 2015 9,065 $ 22.50 As of September 30, 2015 , the Company had $0.2 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP. That cost is expected to be recognized over a weighted-average period of 3.6 years . Restricted share awards are expensed in accordance with the service period required. Compensation expense related to restricted stock was approximately $30,000 and $8,000 during the three months ended September 30, 2015 and 2014 , respectively. Compensation expense related to restricted stock was approximately $36,000 and $18,000 during the nine months ended September 30, 2015 and 2014 , respectively. Compensation expense related to restricted stock is recorded as general and administrative expense in the accompanying consolidated statement of operations and comprehensive loss. Other Share-Based Compensation The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at the respective director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. During the three and nine months ended September 30, 2014 , the Company issued 1,433 and 2,036 shares in lieu of approximately $32,000 and $46,000 in cash. No such shares were issued during the three and nine months ended September 30, 2015 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Common Stock As of September 30, 2015 and December 31, 2014 , the Company had 85.8 million and 83.7 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, respectively, and had received total proceeds of $2.1 billion , including proceeds from shares issued pursuant to the DRIP. On April 9, 2013, the Company's board of directors authorized, and the Company declared, distributions payable to stockholders of record each day during the applicable period equal to $0.0046575343 per day, which is equivalent to $1.70 per annum, per share of common stock beginning May 24, 2013. Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. Share Repurchase Program The Company's board of directors has adopted the SRP, which enables stockholders to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to the significant conditions and limitations described below. The repurchase price per share depends on the length of time investors have held such shares, as follows: after one year from the purchase date — the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 or 100.0% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). The Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding on December 31 of the previous calendar year. When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares purchased under the SRP will have the status of authorized but unissued shares. The following table reflects the number of shares repurchased cumulatively through September 30, 2015 : Number of Requests Number of Shares Repurchased Average Price per Share Cumulative repurchases as of December 31, 2014 57 74,031 $ 24.42 Nine months ended September 30, 2015 (1) 230 381,114 23.95 Cumulative repurchases as of September 30, 2015 (1) 287 455,145 $ 24.03 _____________________________ (1) Includes 105 unfulfilled repurchase requests consisting of 189,086 shares for $4.5 million and an average repurchase price per share of $23.65 , which were approved for repurchase as of September 30, 2015 and were completed in November 2015 . The accrual for unfulfilled repurchase requests is reflected in the accounts payable and accrued expenses line item in the accompanying consolidated balance sheets. Distribution Reinvestment Plan Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased under the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The board of directors may designate that certain cash or other distributions be excluded from reinvestment pursuant to the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded as equity in the accompanying consolidated balance sheet in the period distributions are declared. During the nine months ended September 30, 2015 , the Company issued 2.5 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $58.8 million . Accumulated Other Comprehensive Income The following table illustrates the changes in accumulated other comprehensive income as of and for the period presented: (In thousands) Unrealized Gains on Available-for-Sale Securities Balance, December 31, 2014 $ 463 Other comprehensive loss, before reclassifications (61 ) Amounts reclassified from accumulated other comprehensive income (1) (446 ) Balance, September 30, 2015 $ (44 ) __________________ (1) During the nine months ended September 30, 2015 , the Company sold certain of its investments in preferred stock, common stock, real estate income funds and its investment in a senior note which resulted in a realized gain of $0.4 million , which is included in gain on sale of investment securities on the consolidated statement of operations and comprehensive loss. |
Non-controlling Interests
Non-controlling Interests | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | Non-controlling Interests The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP ("OP Units"). As of September 30, 2015 and 2014 , the Advisor held 90 OP Units, which represents a nominal percentage of the aggregate OP ownership. In November 2014, the Company partially funded the purchase of an MOB with the issuance of 405,908 OP Units, with a value of $10.1 million or $25.00 per unit, from an unaffiliated third party. A holder of OP Units has the right to distributions and has the right to convert OP Units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP, provided, however, that such OP Units must have been outstanding for at least one year. The remaining rights of the limited partners in the OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. During the three and nine months ended September 30, 2015 , non-controlling interest holders were paid distributions of $0.2 million and $0.5 million , respectively. No such distributions were paid during the three and nine months ended September 30, 2014 . The Company has an investment arrangement with an unaffiliated third party whereby such investor contributed $0.5 million in exchange for a 4.1% ownership interest in Plaza Del Rio Medical Office Campus Portfolio - Peoria, AZ and is entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries' property. Upon disposition of a property subject to non-controlling interest, the investor will receive a proportionate share of the net proceeds from the sale of the property. The investor has no recourse to any other assets of the Company. Due to the nature of the Company's involvement with the arrangement and the significance of its investment in relation to the investment of the third party, the Company has determined that it controls each entity in this arrangement and therefore the entities related to this arrangement are consolidated within the Company's financial statements. A non-controlling interest is recorded for the investor's ownership interest in the properties. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following is a summary of the basic and diluted net loss per share computation for the three and nine months ended September 30, 2015 and 2014 : Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net loss attributable to stockholders (in thousands) $ (16,108 ) $ (20,023 ) $ (34,749 ) $ (24,752 ) Basic and diluted weighted-average shares outstanding 85,705,595 71,813,126 84,988,240 40,401,362 Basic and diluted net loss per share $ (0.19 ) $ (0.28 ) $ (0.41 ) $ (0.61 ) The Company had the following potentially dilutive securities as of September 30, 2015 and 2014 , which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive. September 30, 2015 2014 Unvested restricted stock 9,065 7,198 OP Units 405,998 90 Class B Units 359,250 27,418 Total common share equivalents 774,313 34,706 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting During the three and nine months ended September 30, 2015 and 2014 , the Company operated in three reportable business segments for management and internal financial reporting purposes: medical office buildings, triple-net leased healthcare facilities, and seniors housing — operating properties ("SHOP"). These operating segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated by the Company's executive officers in deciding how to allocate resources and in assessing performance. The medical office building segment primarily consists of MOBs leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses. The triple-net leased healthcare facilities segment primarily consists of investments in seniors housing communities, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses. The SHOP segment consists of direct investments in seniors housing communities, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party managers. The Company evaluates performance of the combined properties in each segment based on net operating income. Net operating income is defined as total revenues less property operating and maintenance expenses. There are no intersegment sales or transfers. The Company uses net operating income to evaluate the operating performance of real estate investments and to make decisions concerning the operation of the properties. The Company believes that net operating income is useful to investors in understanding the value of income-producing real estate. Net income (loss) is the GAAP measure that is most directly comparable to net operating income; however, net operating income should not be considered as an alternative to net income as the primary indicator of operating performance as it excludes certain items such as operating fees to the Advisor, acquisition and transaction related expenses, general and administrative expenses, depreciation and amortization expense, interest expense, interest and other income, gain on sale of investment securities, and income tax expense. Additionally, net operating income as defined by the Company may not be comparable to net operating income as defined by other REITs or companies. The following tables reconcile the segment activity to consolidated net loss for the three and nine months ended September 30, 2015 and 2014 . Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Revenues: Rental income $ 15,258 $ 9,237 $ 32,227 $ 56,722 $ 39,976 $ 28,306 $ 92,273 $ 160,555 Operating expense reimbursements 3,452 35 — 3,487 9,221 123 — 9,344 Resident services and fee income — — 3,784 3,784 — — 10,731 10,731 Contingent purchase price consideration 37 — — 37 487 — — 487 Total revenues 18,747 9,272 36,011 64,030 49,684 28,429 103,004 181,117 Property operating and maintenance 5,728 2,400 25,378 33,506 14,855 3,097 71,660 89,612 Net operating income $ 13,019 $ 6,872 $ 10,633 30,524 $ 34,829 $ 25,332 $ 31,344 91,505 Operating fees to related parties (4,312 ) (7,722 ) Acquisition and transaction related (3,315 ) (8,502 ) General and administrative (2,442 ) (7,574 ) Depreciation and amortization (34,162 ) (97,193 ) Interest expense (3,081 ) (6,838 ) Interest and other income 66 555 Gain on sale of investment securities 160 446 Income tax benefit 369 387 Net loss attributable to non-controlling interests 85 187 Net loss attributable to stockholders $ (16,108 ) $ (34,749 ) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Revenues: Rental income $ 4,044 $ 2,000 $ 4,576 $ 10,620 $ 6,684 $ 2,801 $ 4,576 $ 14,061 Operating expense reimbursements 1,022 12 — 1,034 1,808 41 — 1,849 Resident services and fee income — — 164 164 — — 164 164 Total revenues 5,066 2,012 4,740 11,818 8,492 2,842 4,740 16,074 Property operating and maintenance 1,389 15 2,798 4,202 2,390 43 2,798 5,231 Net operating income $ 3,677 $ 1,997 $ 1,942 7,616 $ 6,102 $ 2,799 $ 1,942 10,843 Acquisition and transaction related (17,884 ) (20,887 ) General and administrative (1,221 ) (2,212 ) Depreciation and amortization (7,391 ) (10,629 ) Interest expense (1,418 ) (2,163 ) Interest and other income 275 296 Net loss attributable to stockholders $ (20,023 ) $ (24,752 ) The following table reconciles the segment activity to consolidated total assets as of the periods presented: September 30, December 31, (In thousands) 2015 2014 ASSETS Investments in real estate, net: Medical office buildings $ 795,951 $ 593,648 Triple-net leased healthcare facilities 390,579 355,962 Construction in progress 27,977 — Seniors housing — operating properties 683,273 682,140 Total investments in real estate, net 1,897,780 1,631,750 Cash and cash equivalents 47,751 182,617 Restricted cash 2,947 1,778 Investment securities, at fair value 1,040 20,286 Receivable for sale of common stock — 6 Prepaid expenses and other assets 30,201 17,036 Deferred costs, net 14,548 4,237 Total assets $ 1,994,267 $ 1,857,710 The following table reconciles capital expenditures by reportable business segment, excluding corporate non-real estate expenditures, for the periods presented: Nine Months Ended September 30, (In thousand) 2015 2014 Medical office buildings 1,343 139 Triple-net leased healthcare facilities 523 — Seniors housing — operating properties 1,670 — Total capital expenditures 3,536 139 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company has entered into operating and capital lease agreements related to certain acquisitions under leasehold interests arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter under these arrangements, including the present value of the net minimum payment due under capital leases. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items. Future Minimum Base Rent Payments (In thousands) Operating Leases Capital Leases October 1, 2015 — December 31, 2015 $ 84 $ 18 2016 340 74 2017 344 76 2018 349 78 2019 354 80 Thereafter 16,619 7,930 Total minimum lease payments $ 18,090 8,256 Less: amounts representing interest (3,456 ) Total present value of minimum lease payments $ 4,800 Total rental expense from operating leases was $0.1 million and $0.3 million during the three and nine months ended September 30, 2015 , respectively. Total rental expense from operating leases was approximately $45,000 and $0.1 million during the three and nine months ended September 30, 2014 , respectively. During the three and nine months ended September 30, 2015 , interest expense related to capital leases was approximately $21,000 and $0.1 million , respectively. There was $0.2 million of such interest expense during the three and nine months ended September 30, 2014 . Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of September 30, 2015 , the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. Development Project Funding In August 2015, the Company entered into an asset purchase agreement and development agreement to acquire land and construction in progress, and subsequently fund the remaining construction, of a skilled nursing facility in Jupiter, Florida for $82.0 million . As of September 30, 2015 , the Company had funded $10.0 million and $18.0 million for the land and construction in progress, respectively. Concurrent with the acquisition, the Company entered into a loan agreement and lease agreement with an affiliate of the project developer. The loan agreement is intended to provide working capital to the tenant during initial operating period of the skilled nursing facility and allows for borrowings of up to $2.7 million from the Company on a non-revolving basis. Any outstanding principal balances under the loan will bear interest at 7.0% per year, payable on the first day of each fiscal quarter. As of September 30, 2015 , there were no amounts outstanding due to the Company pursuant to the loan agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q , and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions: Acquisitions The following table presents certain information about the properties that the Company acquired from October 1, 2015 to November 6, 2015 : Number of Properties Rentable Square Feet Portfolio, September 30, 2015 149 7,330,583 Acquisitions 6 155,298 Portfolio, November 6, 2015 155 7,485,881 Sponsor Transaction On November 9, 2015, ARC advised the Company that ARC and Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) have mutually agreed to terminate an agreement, dated as of August 6, 2015, pursuant to which Apollo would have purchased a controlling interest in a newly formed company that would have owned a majority of the ongoing asset management business of ARC, including the Advisor and the Property Manager. The termination has no effect on the Company’s current management team. Dealer Manager Complaint On November 12, 2015, the Enforcement Section of the Massachusetts Securities Division filed an administrative complaint against the Dealer Manager, an entity under common control with ARC. Neither the Company nor the Company's Advisor is a named party in the administrative complaint. The Dealer Manager served as the dealer manager of the Company’s IPO, which was completed in November 2014, and, together with its affiliates, has continued to provide certain services to the Company and the Company’s Advisor. The administrative complaint alleges fraudulent behavior in connection with proxy services provided by the Dealer Manager to another program sponsored by ARC. The Dealer Manager has previously solicited proxies on behalf of the Company, although the Company’s Advisor has determined at this time that the Dealer Manager will no longer provide such services to the Company. The administrative complaint alleges that employees of the Dealer Manager fabricated numerous shareholder proxy votes across multiple entities sponsored by ARC but does not specifically refer to any actions taken in connection with any of the Company’s proxy solicitations. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior year amounts within cash flows from operating activities and cash flows from financing activities have been reclassified to conform with the current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers 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. The revised guidance was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of this new guidance. In January 2015, the FASB issued updated guidance that eliminates from GAAP the concept of an event or transaction that is unusual in nature and occurs infrequently being treated as an extraordinary item. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Any amendments may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company has elected to adopt the new guidance as of September 30, 2015. The Company has assessed the impact from the adoption of this revised guidance and has determined that there is no impact to its financial position, results of operations and cash flows. In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendment requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. The Company is currently evaluating the impact of this new guidance. In September 2015, the FASB issued an update that eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, shall be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company has elected to adopt the new guidance as of September 30, 2015. The adoption of this guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table presents the allocation of the assets acquired during the nine months ended September 30, 2015 and 2014 : Nine Months Ended September 30, (Dollar amounts in thousands) 2015 2014 Real estate investments, at cost: Land $ 49,921 $ 66,819 Buildings, fixtures and improvements 257,516 802,773 Construction in progress 17,977 — Total tangible assets 325,414 869,592 Acquired intangibles: In-place leases (1) 38,885 88,536 Market lease and other intangible assets (1) 1,653 11,219 Market lease liabilities (1) (8,135 ) (9,623 ) Total assets and liabilities acquired, net 357,817 959,724 Mortgage notes payable assumed to acquire real estate investments (38,387 ) (66,321 ) Premiums on mortgages assumed (2,834 ) (3,533 ) Other assets and liabilities, net (604 ) (3,802 ) Deposits for real estate acquisitions (3,000 ) — Cash paid for acquired real estate investments $ 312,992 $ 886,068 Number of properties purchased 31 81 _______________ (1) Weighted-average remaining amortization periods for in-place leases, market lease assets and market lease liabilities acquired during the nine months ended September 30, 2015 were 6.0 , 5.6 and 9.3 years , respectively, as of each property's respective acquisition date. |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma information as if the acquisitions that were completed during the nine months ended September 30, 2015 had been consummated on January 1, 2014. Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expense of $8.4 million from the nine months ended September 30, 2015 to the nine months ended September 30, 2014 . Nine Months Ended September 30, (In thousands) 2015 2014 Pro forma revenues (1) (2) $ 194,793 $ 44,334 Pro forma net loss (1) (2) $ (25,944 ) $ (36,172 ) Basic and diluted pro forma net loss per share $ (0.31 ) $ (0.90 ) ___________________ (1) For the nine months ended September 30, 2015 , aggregate revenues and net loss derived from the operations of the Company's 2015 acquisitions (for the Company's period of ownership) were $14.6 million and $3.4 million , respectively. (2) During the period from October 1, 2015 to November 6, 2015 , the Company completed its acquisition of six properties. As of the date that these consolidated financial statements were available to be issued, the Company was still reviewing the financial information of these properties and, as such, it was impractical to include in these consolidated financial statements the pro-forma effect of these acquisitions (see Note 17 — Subsequent Events ). |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of September 30, 2015 . These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes, among other items. (In thousands) Future Minimum October 1, 2015 — December 31, 2015 $ 21,389 2016 86,160 2017 85,006 2018 80,379 2019 74,299 Thereafter 514,333 $ 861,566 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table lists the states where the Company had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of September 30, 2015 and 2014 : September 30, State 2015 2014 Florida 22.0% 32.0% Iowa 11.9% 20.9% Michigan * 10.0% Pennsylvania 13.3% * _______________________________ * State's annualized rental income on a straight-line basis was not 10% or more of total annualized rental income on a straight-line basis for all portfolio properties as of the period specified. |
Investment Securities (Tables)
Investment Securities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation | The following table details the unrealized gains and losses on investment securities as of September 30, 2015 and December 31, 2014 . (In thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2015 Equity securities $ 1,084 $ — $ (44 ) $ 1,040 December 31, 2014 Equity securities $ 19,397 $ 477 $ (33 ) $ 19,841 Debt security 426 19 — 445 Total $ 19,823 $ 496 $ (33 ) $ 20,286 |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table reflects the Company's mortgage notes payable as of September 30, 2015 and December 31, 2014 . Outstanding Loan Amount as of Effective Interest Rate Portfolio Encumbered Properties September 30, December 31, Interest Rate Maturity (In thousands) (In thousands) Creekside Medical Office Building - Douglasville, GA — $ — $ 5,154 5.32 % Fixed Sep. 2015 Bowie Gateway Medical Center - Bowie, MD 1 5,991 6,055 6.18 % Fixed Sep. 2016 Medical Center of New Windsor - New Windsor, NY 1 8,749 8,832 6.39 % Fixed Sep. 2017 Plank Medical Center - Clifton Park, NY 1 3,473 3,506 6.39 % Fixed Sep. 2017 Cushing Center - Schenectady, NY 1 4,210 4,287 5.71 % Fixed Feb. 2016 Countryside Medical Arts - Safety Harbor, FL 1 6,014 6,076 6.07 % Fixed (1) Apr. 2019 St. Andrews Medical Park - Venice, FL 3 6,647 6,716 6.07 % Fixed (1) Apr. 2019 Campus at Crooks & Auburn Building C - Rochester Hills, MI 1 3,573 3,626 5.91 % Fixed Apr. 2016 Slingerlands Crossing Phase I - Bethlehem, NY 1 6,702 6,759 6.39 % Fixed Sep. 2017 Slingerlands Crossing Phase II - Bethlehem, NY 1 7,803 7,877 6.39 % Fixed Sep. 2017 Benedictine Cancer Center - Kingston, NY 1 6,833 6,898 6.39 % Fixed Sep. 2017 Aurora Healthcare Center Portfolio - WI 6 31,355 — 6.55 % Fixed Jan. 2018 Palm Valley Medical Plaza - Goodyear, AZ 1 3,548 — 4.21 % Fixed Jun. 2023 Medical Center V - Peoria, AZ 1 3,252 — 4.75 % Fixed Sep. 2023 Total 20 $ 98,150 $ 65,786 6.21 % (2) _______________________________ (1) Fixed interest rate through May 10, 2017. Interest rate changes to variable rate starting in June 2017. (2) Calculated on a weighted average basis for all mortgages outstanding as of September 30, 2015 . |
Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to September 30, 2015 : (In thousands) Future Principal Payments October 1, 2015 — December 31, 2015 $ 366 2016 14,922 2017 33,813 2018 30,833 2019 12,221 Thereafter 5,995 $ 98,150 |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company's assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total September 30, 2015 Investment securities $ 1,040 $ — $ — $ 1,040 December 31, 2014 Investment securities $ 20,286 $ — $ — $ 20,286 |
Fair Value, by Balance Sheet Grouping | The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below: Carrying Amount (1) at Fair Value at Carrying Amount (1) at Fair Value at (In thousands) Level September 30, September 30, December 31, December 31, Mortgage notes payable and premiums, net 3 $ 102,426 $ 104,355 $ 68,630 $ 69,117 Credit Facility 3 $ 185,000 $ 185,000 $ — $ — _______________________________ (1) Carrying value includes mortgage notes payable of $98.2 million and $65.8 million and mortgage premiums, net of $4.3 million and $2.8 million as of September 30, 2015 and December 31, 2014 , respectively. |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Class of Treasury Stock | The following table reflects the number of shares repurchased cumulatively through September 30, 2015 : Number of Requests Number of Shares Repurchased Average Price per Share Cumulative repurchases as of December 31, 2014 57 74,031 $ 24.42 Nine months ended September 30, 2015 (1) 230 381,114 23.95 Cumulative repurchases as of September 30, 2015 (1) 287 455,145 $ 24.03 _____________________________ (1) Includes 105 unfulfilled repurchase requests consisting of 189,086 shares for $4.5 million and an average repurchase price per share of $23.65 , which were approved for repurchase as of September 30, 2015 and were completed in November 2015 . The accrual for unfulfilled repurchase requests is reflected in the accounts payable and accrued expenses line item in the accompanying consolidated balance sheets. |
Related Party Transactions an30
Related Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate | The following table details total selling commissions and dealer manager fees incurred from and due to the Dealer Manager as of and for the periods presented: Three Months Ended Nine Months Ended Payable as of September 30, September 30, September 30, December 31, (In thousands) 2015 2014 2015 2014 2015 2014 Total commissions and fees incurred from (reimbursed by) and due to the Dealer Manager $ — $ 67,004 $ (2 ) $ 172,201 $ — $ 1 |
Schedule Of Offering Costs Reimbursements to Related Party | The following table details reimbursable offering costs incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: Three Months Ended Nine Months Ended Payable as of September 30, September 30, September 30, December 31, (In thousands) 2015 2014 2015 2014 2015 2014 Fees and expense reimbursements incurred from and due to the Advisor $ — $ 13,511 $ — $ 27,266 $ — $ — Fees and expense reimbursements incurred from and due to the Dealer Manager — 1,189 — 2,757 — 605 Total fees and expense reimbursements incurred from and due to the Advisor and Dealer Manager $ — $ 14,700 $ — $ 30,023 $ — $ 605 |
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table details amounts incurred, forgiven and payable in connection with the Company's operations-related services described above as of and for the periods presented. Three Months Ended September 30, Nine Months Ended September 30, Payable as of 2015 2014 2015 2014 September 30, December 31, (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven 2015 2014 One-time fees and reimbursements: Acquisition fees $ 1,719 $ — $ 8,187 $ — $ 3,707 $ — $ 9,555 $ — $ — $ — Acquisition cost reimbursements 859 — 4,093 — 1,853 — 4,778 — — — Financing coordination fees 512 — 52 — 3,400 — 1,997 — — — Ongoing fees: Asset management fees (1) 3,656 — — — 7,066 — — — — — Property management fees 656 — — 124 656 1,220 — 171 656 — Transfer agent and other professional services 1,085 — — — 3,156 — — — 496 364 Strategic advisory fees — — 335 — — — 605 — — — Distributions on Class B Units 154 — 9 — 336 — 16 — — — Total related party operation fees and reimbursements $ 8,641 $ — $ 12,676 $ 124 $ 20,174 $ 1,220 $ 16,951 $ 171 $ 1,152 $ 364 _______________ (1) Prior to April 1, 2015, the Company caused the OP to issue (subject to periodic approval by the board of directors) to the Advisor restricted performance based Class B Units for asset management services. As of September 30, 2015 , the Company's board of directors had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement. Effective April 1, 2015, in connection with the Amendment, the Company will pay an asset management fee to the Advisor or its assignees in cash, in shares, or a combination of both and will no longer issue any Class B Units. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table reflects restricted share award activity for the period presented: Number of Common Shares Weighted-Average Issue Price Unvested, December 31, 2014 7,198 $ 22.50 Granted 5,332 22.50 Vested (1,066 ) 22.50 Forfeitures (2,399 ) 22.50 Unvested, September 30, 2015 9,065 $ 22.50 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table illustrates the changes in accumulated other comprehensive income as of and for the period presented: (In thousands) Unrealized Gains on Available-for-Sale Securities Balance, December 31, 2014 $ 463 Other comprehensive loss, before reclassifications (61 ) Amounts reclassified from accumulated other comprehensive income (1) (446 ) Balance, September 30, 2015 $ (44 ) __________________ (1) During the nine months ended September 30, 2015 , the Company sold certain of its investments in preferred stock, common stock, real estate income funds and its investment in a senior note which resulted in a realized gain of $0.4 million , which is included in gain on sale of investment securities on the consolidated statement of operations and comprehensive loss. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net loss per share computation for the three and nine months ended September 30, 2015 and 2014 : Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net loss attributable to stockholders (in thousands) $ (16,108 ) $ (20,023 ) $ (34,749 ) $ (24,752 ) Basic and diluted weighted-average shares outstanding 85,705,595 71,813,126 84,988,240 40,401,362 Basic and diluted net loss per share $ (0.19 ) $ (0.28 ) $ (0.41 ) $ (0.61 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following potentially dilutive securities as of September 30, 2015 and 2014 , which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive. September 30, 2015 2014 Unvested restricted stock 9,065 7,198 OP Units 405,998 90 Class B Units 359,250 27,418 Total common share equivalents 774,313 34,706 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table reconciles the segment activity to consolidated total assets as of the periods presented: September 30, December 31, (In thousands) 2015 2014 ASSETS Investments in real estate, net: Medical office buildings $ 795,951 $ 593,648 Triple-net leased healthcare facilities 390,579 355,962 Construction in progress 27,977 — Seniors housing — operating properties 683,273 682,140 Total investments in real estate, net 1,897,780 1,631,750 Cash and cash equivalents 47,751 182,617 Restricted cash 2,947 1,778 Investment securities, at fair value 1,040 20,286 Receivable for sale of common stock — 6 Prepaid expenses and other assets 30,201 17,036 Deferred costs, net 14,548 4,237 Total assets $ 1,994,267 $ 1,857,710 The following table reconciles capital expenditures by reportable business segment, excluding corporate non-real estate expenditures, for the periods presented: Nine Months Ended September 30, (In thousand) 2015 2014 Medical office buildings 1,343 139 Triple-net leased healthcare facilities 523 — Seniors housing — operating properties 1,670 — Total capital expenditures 3,536 139 The following tables reconcile the segment activity to consolidated net loss for the three and nine months ended September 30, 2015 and 2014 . Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Revenues: Rental income $ 15,258 $ 9,237 $ 32,227 $ 56,722 $ 39,976 $ 28,306 $ 92,273 $ 160,555 Operating expense reimbursements 3,452 35 — 3,487 9,221 123 — 9,344 Resident services and fee income — — 3,784 3,784 — — 10,731 10,731 Contingent purchase price consideration 37 — — 37 487 — — 487 Total revenues 18,747 9,272 36,011 64,030 49,684 28,429 103,004 181,117 Property operating and maintenance 5,728 2,400 25,378 33,506 14,855 3,097 71,660 89,612 Net operating income $ 13,019 $ 6,872 $ 10,633 30,524 $ 34,829 $ 25,332 $ 31,344 91,505 Operating fees to related parties (4,312 ) (7,722 ) Acquisition and transaction related (3,315 ) (8,502 ) General and administrative (2,442 ) (7,574 ) Depreciation and amortization (34,162 ) (97,193 ) Interest expense (3,081 ) (6,838 ) Interest and other income 66 555 Gain on sale of investment securities 160 446 Income tax benefit 369 387 Net loss attributable to non-controlling interests 85 187 Net loss attributable to stockholders $ (16,108 ) $ (34,749 ) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Revenues: Rental income $ 4,044 $ 2,000 $ 4,576 $ 10,620 $ 6,684 $ 2,801 $ 4,576 $ 14,061 Operating expense reimbursements 1,022 12 — 1,034 1,808 41 — 1,849 Resident services and fee income — — 164 164 — — 164 164 Total revenues 5,066 2,012 4,740 11,818 8,492 2,842 4,740 16,074 Property operating and maintenance 1,389 15 2,798 4,202 2,390 43 2,798 5,231 Net operating income $ 3,677 $ 1,997 $ 1,942 7,616 $ 6,102 $ 2,799 $ 1,942 10,843 Acquisition and transaction related (17,884 ) (20,887 ) General and administrative (1,221 ) (2,212 ) Depreciation and amortization (7,391 ) (10,629 ) Interest expense (1,418 ) (2,163 ) Interest and other income 275 296 Net loss attributable to stockholders $ (20,023 ) $ (24,752 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items. Future Minimum Base Rent Payments (In thousands) Operating Leases Capital Leases October 1, 2015 — December 31, 2015 $ 84 $ 18 2016 340 74 2017 344 76 2018 349 78 2019 354 80 Thereafter 16,619 7,930 Total minimum lease payments $ 18,090 8,256 Less: amounts representing interest (3,456 ) Total present value of minimum lease payments $ 4,800 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Schedule of Subsequent Events | The following table presents certain information about the properties that the Company acquired from October 1, 2015 to November 6, 2015 : Number of Properties Rentable Square Feet Portfolio, September 30, 2015 149 7,330,583 Acquisitions 6 155,298 Portfolio, November 6, 2015 155 7,485,881 |
Organization (Narrative) (Detai
Organization (Narrative) (Details) | 9 Months Ended | 36 Months Ended | |||
Sep. 30, 2015USD ($)ft²propertystate$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)ft²propertystate$ / sharesshares | Dec. 31, 2014$ / sharesshares | Feb. 28, 2013USD ($)$ / shares | |
Class of Stock [Line Items] | |||||
Number of Properties | property | 149 | 149 | |||
Number of states properties are located in | state | 27 | 27 | |||
Rentable square feet | ft² | 7,330,583 | 7,330,583 | |||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares outstanding (in shares) | shares | 85,818,405 | 85,818,405 | 83,718,853 | ||
Proceeds from issuance of common stock | $ | $ 6,000 | $ 1,810,934,000 | $ 2,100,000,000 | ||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Share Price (in usd per share) | $ 25 | ||||
Share price, dividend reinvestment plan (in usd per share) | $ 23.75 | $ 23.75 | |||
IPO | |||||
Class of Stock [Line Items] | |||||
Stock available for issuance, IPO (in shares) | $ | $ 1,700,000,000 |
Real Estate Investments (Narrat
Real Estate Investments (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($) | |
Business Acquisition [Line Items] | ||||
Number of Properties | property | 149 | 149 | ||
Acquisition costs | $ 3,315 | $ 17,884 | $ 8,502 | $ 20,887 |
Restatement Adjustment | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 8,400 |
Real Estate Investments (Acquir
Real Estate Investments (Acquired Assets) (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($)property | ||
Real estate investments | |||
Deposits for real estate acquisitions | $ (3,150) | $ (10,451) | |
Cash paid for acquired real estate investments | $ 312,992 | 886,068 | |
In-place leases | |||
Real estate investments | |||
Intangible assets, remaining amortization period | 5 years 11 months 19 days | ||
Above-market lease assets | |||
Real estate investments | |||
Intangible assets, remaining amortization period | 5 years 7 months 23 days | ||
Market lease liabilities | |||
Real estate investments | |||
Intangible assets, remaining amortization period | 9 years 3 months 4 days | ||
Properties Acquired During Current Year | |||
Real estate investments | |||
Land | $ 49,921 | ||
Buildings, fixtures and improvements | 257,516 | ||
Construction in progress | 17,977 | ||
Total tangible assets | 325,414 | ||
Total assets and liabilities acquired, net | 357,817 | ||
Mortgage notes payable assumed to acquire real estate investments | (38,387) | ||
Premiums on mortgages assumed | (2,834) | ||
Other assets and liabilities, net | (604) | ||
Deposits for real estate acquisitions | (3,000) | ||
Cash paid for acquired real estate investments | $ 312,992 | ||
Number of properties purchased | property | 31 | ||
Properties Acquired During Current Year | In-place leases | |||
Real estate investments | |||
Acquired intangibles | [1] | $ 38,885 | |
Properties Acquired During Current Year | Above-market lease assets | |||
Real estate investments | |||
Acquired intangibles | [1] | 1,653 | |
Properties Acquired During Current Year | Market lease liabilities | |||
Real estate investments | |||
Market lease liabilities | [1] | $ (8,135) | |
Properties Acquired During Prior Year | |||
Real estate investments | |||
Land | 66,819 | ||
Buildings, fixtures and improvements | 802,773 | ||
Construction in progress | 0 | ||
Total tangible assets | 869,592 | ||
Total assets and liabilities acquired, net | 959,724 | ||
Mortgage notes payable assumed to acquire real estate investments | (66,321) | ||
Premiums on mortgages assumed | (3,533) | ||
Other assets and liabilities, net | (3,802) | ||
Deposits for real estate acquisitions | 0 | ||
Cash paid for acquired real estate investments | $ 886,068 | ||
Number of properties purchased | property | 81 | ||
Properties Acquired During Prior Year | In-place leases | |||
Real estate investments | |||
Acquired intangibles | [1] | $ 88,536 | |
Properties Acquired During Prior Year | Above-market lease assets | |||
Real estate investments | |||
Acquired intangibles | [1] | 11,219 | |
Properties Acquired During Prior Year | Market lease liabilities | |||
Real estate investments | |||
Market lease liabilities | [1] | $ (9,623) | |
[1] | Weighted-average remaining amortization periods for in-place leases, market lease assets and market lease liabilities acquired during the nine months ended September 30, 2015 were 6.0, 5.6 and 9.3 years, respectively, as of each property's respective acquisition date. |
Real Estate Investments (Pro Fo
Real Estate Investments (Pro Forma Information) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 06, 2015property | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2014USD ($)$ / shares | ||
Business Acquisition [Line Items] | ||||||
Pro forma revenues | [1],[2] | $ 194,793 | $ 44,334 | |||
Pro forma net income (loss) | [1],[2] | (25,944) | (36,172) | |||
Revenues | $ 64,030 | $ 11,818 | 181,117 | 16,074 | ||
Net loss | $ (16,193) | $ (20,023) | $ (34,936) | $ (24,752) | ||
Basic and diluted pro forma net loss per share (in usd per share) | $ / shares | $ (0.31) | $ (0.90) | ||||
Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Number of properties purchased | property | 6 | |||||
2015 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | $ 14,600 | |||||
Net loss | $ (3,400) | |||||
[1] | During the period from October 1, 2015 to November 6, 2015, the Company completed its acquisition of six properties. As of the date that these consolidated financial statements were available to be issued, the Company was still reviewing the financial information of these properties and, as such, it was impractical to include in these consolidated financial statements the pro-forma effect of these acquisitions (see Note 17 — Subsequent Events). | |||||
[2] | For the nine months ended September 30, 2015, aggregate revenues and net loss derived from the operations of the Company's 2015 acquisitions (for the Company's period of ownership) were $14.6 million and $3.4 million, respectively. |
Real Estate Investments (Future
Real Estate Investments (Future Minimum Payments) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Real Estate Investments, Net [Abstract] | |
October 1, 2015 — December 31, 2015 | $ 21,389 |
2,016 | 86,160 |
2,017 | 85,006 |
2,018 | 80,379 |
2,019 | 74,299 |
Thereafter | 514,333 |
Total | $ 861,566 |
Real Estate Investments (Geogra
Real Estate Investments (Geographic Concentrations) (Details) - Sales Revenue, Net - Geographic Concentration Risk | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Florida | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 22.00% | 32.00% |
Iowa | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.90% | 20.90% |
Michigan | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Pennsylvania | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.30% |
Investment Securities (Schedule
Investment Securities (Schedule of Investments) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 19,823 | |
Gross Unrealized Gains | 496 | |
Gross Unrealized Losses | (33) | |
Investment securities, at fair value | $ 1,040 | 20,286 |
Equity securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 1,084 | 19,397 |
Gross Unrealized Gains | 0 | 477 |
Gross Unrealized Losses | (44) | (33) |
Investment securities, at fair value | $ 1,040 | 19,841 |
Debt security | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 426 | |
Gross Unrealized Gains | 19 | |
Gross Unrealized Losses | 0 | |
Investment securities, at fair value | $ 445 |
Investment Securities (Narrativ
Investment Securities (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | |||||
Investment securities, at fair value | $ 1,040 | $ 1,040 | $ 20,286 | ||
Amortized cost | $ 19,823 | ||||
Proceeds from sales of investment securities | 19,278 | $ 0 | |||
Gain on sale of investment securities | 160 | $ 0 | 446 | $ 0 | |
Preferred Stock, Common Stock, and Real Estate Income Funds | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized cost | 14,900 | 14,900 | |||
Proceeds from sales of investment securities | 15,100 | ||||
Gain on sale of investment securities | 200 | ||||
Preferred Stock, Common Stock, Real Estate Income Funds, and Senior Notes | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized cost | 18,800 | 18,800 | |||
Proceeds from sales of investment securities | 19,300 | ||||
Gain on sale of investment securities | 400 | ||||
Preferred Stock | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Investment securities, at fair value | $ 1,000 | $ 1,000 | |||
Period from issuance when investments become redeemable | 5 years |
Revolving Credit Facility (Narr
Revolving Credit Facility (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Jun. 26, 2015 | Dec. 31, 2014 | Apr. 15, 2014 | Mar. 21, 2014 | |
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 565,000,000 | ||||||
Write off of deferred debt issuance cost | $ 0 | $ 500,000 | |||||
Outstanding balance | 185,000,000 | 185,000,000 | $ 0 | ||||
Letter of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||
Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 500,000,000 | $ 50,000,000 | |||||
Maximum borrowing capacity under accordion feature | $ 750,000,000 | $ 200,000,000 | |||||
Outstanding balance | $ 185,000,000 | $ 185,000,000 | $ 0 | ||||
Effective Interest Rate | 1.80% | 1.80% | |||||
Unused borrowing capacity | $ 324,700,000 | $ 324,700,000 | |||||
Federal Funds Effective Rate | Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 0.50% | ||||||
One-Month LIBOR | Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 1.00% | ||||||
Minimum | London Interbank Offered Rate (LIBOR) | Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 1.60% | ||||||
Minimum | Base Rate | Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 0.35% | ||||||
Maximum | London Interbank Offered Rate (LIBOR) | Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 2.20% | ||||||
Maximum | Base Rate | Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 0.95% |
Mortgage Notes Payable (Mortgag
Mortgage Notes Payable (Mortgage Notes) (Details) $ in Thousands | Sep. 30, 2015USD ($)property | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||
Outstanding Loan Amount as of | $ 98,150 | $ 65,786 | |
Real estate investments relating to notes payable | $ 177,900 | 122,400 | |
Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 20 | ||
Outstanding Loan Amount as of | $ 98,150 | 65,786 | |
Effective Interest Rate | [1] | 6.21% | |
Creekside Medical Office Building - Douglasville, GA | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 0 | ||
Outstanding Loan Amount as of | $ 0 | 5,154 | |
Effective Interest Rate | 5.32% | ||
Bowie Gateway Medical Center - Bowie, MD | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 5,991 | 6,055 | |
Effective Interest Rate | 6.18% | ||
Medical Center of New Windsor - New Windsor, NY | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 8,749 | 8,832 | |
Effective Interest Rate | 6.39% | ||
Plank Medical Center - Clifton Park, NY | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 3,473 | 3,506 | |
Effective Interest Rate | 6.39% | ||
Cushing Center - Schenectady, NY | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 4,210 | 4,287 | |
Effective Interest Rate | 5.71% | ||
Countryside Medical Arts - Safety Harbor, FL | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 6,014 | 6,076 | |
Effective Interest Rate | 6.07% | ||
St. Andrews Medical Park - Venice, FL | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 3 | ||
Outstanding Loan Amount as of | $ 6,647 | 6,716 | |
Effective Interest Rate | 6.07% | ||
Campus at Crooks & Auburn Building C - Rochester Hills, MI | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 3,573 | 3,626 | |
Effective Interest Rate | 5.91% | ||
Slingerlands Crossing Phase I - Bethlehem, NY | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 6,702 | 6,759 | |
Effective Interest Rate | 6.39% | ||
Slingerlands Crossing Phase II - Bethlehem, NY | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 7,803 | 7,877 | |
Effective Interest Rate | 6.39% | ||
Benedictine Cancer Center - Kingston, NY | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 6,833 | 6,898 | |
Effective Interest Rate | 6.39% | ||
Aurora Healthcare Center Portfolio - WI | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 6 | ||
Outstanding Loan Amount as of | $ 31,355 | 0 | |
Effective Interest Rate | 6.55% | ||
Palm Valley Medical Plaza - Goodyear, AZ | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 3,548 | 0 | |
Effective Interest Rate | 4.21% | ||
Medical Center V - Peoria, AZ | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount as of | $ 3,252 | $ 0 | |
Effective Interest Rate | 4.75% | ||
[1] | Calculated on a weighted average basis for all mortgages outstanding as of September 30, 2015. |
Mortgage Notes Payable (Mortg47
Mortgage Notes Payable (Mortgage Principal Payments) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Secured Debt | $ 98,150 | $ 65,786 |
Mortgages | ||
Debt Instrument [Line Items] | ||
October 1, 2015 — December 31, 2015 | 366 | |
2,016 | 14,922 | |
2,017 | 33,813 | |
2,018 | 30,833 | |
2,019 | 12,221 | |
Thereafter | 5,995 | |
Secured Debt | $ 98,150 | $ 65,786 |
Fair Value of Financial Instr48
Fair Value of Financial Instruments (Investments) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment securities, at fair value | $ 1,040 | $ 20,286 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment securities, at fair value | 1,040 | 20,286 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment securities, at fair value | 1,040 | 20,286 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment securities, at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment securities, at fair value | $ 0 | $ 0 |
Fair Value of Financial Instr49
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mortgage notes payable | $ 98,150 | $ 65,786 | |
Mortgage premiums, net | (4,276) | (2,844) | |
Mortgages | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mortgage notes payable | 98,150 | 65,786 | |
Significant Unobservable Inputs Level 3 | Mortgages | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | [1] | 102,426 | 68,630 |
Mortgage premiums, net | 4,300 | 2,800 | |
Significant Unobservable Inputs Level 3 | Mortgages | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | 104,355 | 69,117 | |
Significant Unobservable Inputs Level 3 | Credit Facility | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | [1] | 185,000 | 0 |
Significant Unobservable Inputs Level 3 | Credit Facility | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | $ 185,000 | $ 0 | |
[1] | Carrying value includes mortgage notes payable of $98.2 million and $65.8 million and mortgage premiums, net of $4.3 million and $2.8 million as of September 30, 2015 and December 31, 2014, respectively. |
Common Stock (Schedule of Stock
Common Stock (Schedule of Stock by Class) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 09, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 85,818,405 | 85,818,405 | 85,818,405 | 83,718,853 | |||
Proceeds from issuance of common stock | $ 6 | $ 1,810,934 | $ 2,100,000 | ||||
Dividends declared per day (in usd per share) | $ 0.0046575343 | ||||||
Common stock dividends (in usd per share) | $ 1.70 | $ 0.43 | $ 0.43 | $ 1.27 | $ 1.27 | ||
Annual authorized amount as a percentage | 5.00% | 5.00% | 5.00% | ||||
Common stock issued through distribution reinvestment plan (in shares) | 2,500,000 | ||||||
Common stock issued through distribution reinvestment plan | $ 58,848 | $ 22,500 | |||||
One Year | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Share repurchase price (in usd per share) | $ 23.13 | $ 23.13 | $ 23.13 | ||||
Share repurchase price percent | 92.50% | 92.50% | 92.50% | ||||
Two Years | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Share repurchase price (in usd per share) | $ 23.75 | $ 23.75 | $ 23.75 | ||||
Share repurchase price percent | 95.00% | 95.00% | 95.00% | ||||
Three Years | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Share repurchase price (in usd per share) | $ 24.38 | $ 24.38 | $ 24.38 | ||||
Share repurchase price percent | 97.50% | 97.50% | 97.50% | ||||
Four Years | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Share repurchase price (in usd per share) | $ 25 | $ 25 | $ 25 | ||||
Share repurchase price percent | 100.00% | 100.00% | 100.00% |
Common Stock (Cumulative Share
Common Stock (Cumulative Share Repurchases) (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 9 Months Ended | 27 Months Ended | 36 Months Ended | ||
Nov. 30, 2015USD ($)request$ / sharesshares | Sep. 30, 2015USD ($)request$ / sharesshares | Dec. 31, 2014request$ / sharesshares | Sep. 30, 2015request$ / sharesshares | [1] | ||
Class of Stock [Line Items] | ||||||
Number of Requests | 230 | [1] | 57 | 287 | ||
Number of Shares Repurchased (in shares) | shares | 381,114 | [1] | 74,031 | 455,145 | ||
Average Price per Share (in usd per share) | $ / shares | $ 23.95 | [1] | $ 24.42 | $ 24.03 | ||
Common stock repurchases | $ | $ 9,126 | |||||
Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Number of unfulfilled repurchase requests | 105 | |||||
Remaining number of shares authorized (in shares) | shares | 189,086 | |||||
Common stock repurchases | $ | $ 4,500 | |||||
Unfulfilled treasury stock (in usd per share) | $ / shares | $ 23.65 | |||||
[1] | Includes 105 unfulfilled repurchase requests consisting of 189,086 shares for $4.5 million and an average repurchase price per share of $23.65, which were approved for repurchase as of September 30, 2015 and were completed in November 2015. The accrual for unfulfilled repurchase requests is reflected in the accounts payable and accrued expenses line item in the accompanying consolidated balance sheets. |
Related Party Transactions an52
Related Party Transactions and Arrangements (Details) - USD ($) $ in Millions | Jan. 14, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||
Common stock, shares outstanding (in shares) | 85,818,405 | 83,718,853 | |
Tax Depreciation Deduction | Advisor | |||
Related Party Transaction [Line Items] | |||
Excess depreciation deductions maximum | $ 10 | ||
Acuity Specialty Hospital | Sponsor and Advisor Under Common Control of Purchasing Entity | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Purchase price | $ 39.4 | ||
American Realty Capital Healthcare II Special Limited Partnership, LLC | Special Limited Partner | |||
Related Party Transaction [Line Items] | |||
Common stock, shares outstanding (in shares) | 8,888 | 8,888 |
Related Party Transactions an53
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO) (Details) | Sep. 30, 2015 |
Maximum | |
Related Party Transaction [Line Items] | |
Offering costs excluding selling commissions and dealer manager fees | 2.00% |
REIT liability, as a percentage of gross common stock proceeds | 12.00% |
Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Maximum | Dealer Manager | |
Related Party Transaction [Line Items] | |
Sales commissions as a percentage of benchmark | 7.00% |
Option One | Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Maximum | Dealer Manager | |
Related Party Transaction [Line Items] | |
Dealer manager fee earned by related party | 3.00% |
Gross Proceeds, Common Stock | Option Two | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | |
Related Party Transaction [Line Items] | |
Brokerage fee as a percentage of benchmark | 7.50% |
Sales Commissions | Selling Commission Fee Paid Upfront | Option Two | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | |
Related Party Transaction [Line Items] | |
Brokerage fee as a percentage of benchmark | 2.50% |
Sales Commissions | Fee Paid at Anniversary of Sale | Option Two | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | |
Related Party Transaction [Line Items] | |
Brokerage fee as a percentage of benchmark | 1.00% |
Dealer Manager Fees | Option Two | Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Dealer Manager | |
Related Party Transaction [Line Items] | |
Sales commissions as a percentage of benchmark | 2.50% |
Related Party Transactions an54
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO, Selling Commissions and Dealer Manager Fees) (Details) - Total commissions and fees incurred from (reimbursed by) and due to the Dealer Manager - Realty Capital Securities, LLC - Dealer Manager - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Total commissions and fees incurred from the Dealer Manager | $ 0 | $ 67,004 | $ (2) | $ 172,201 | |
Due to affiliate | $ 0 | $ 0 | $ 1 |
Related Party Transactions an55
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO, Offering Costs and Reimbursements) (Details) - Fees and Expense Reimbursement, Stock Offering - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
American Realty Capital Healthcare Advisors, LLC | Advisor | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | $ 0 | $ 13,511 | $ 0 | $ 27,266 | |
Due to affiliate | 0 | 0 | $ 0 | ||
Realty Capital Securities, LLC | Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 0 | 1,189 | 0 | 2,757 | |
Due to affiliate | 0 | 0 | 605 | ||
American Realty Capital Healthcare Advisors, LLC and Realty Capital Securities, LLC | Advisor and Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 0 | $ 14,700 | 0 | $ 30,023 | |
Due to affiliate | $ 0 | $ 0 | $ 605 |
Related Party Transactions an56
Related Party Transactions and Arrangements (Fees Paid in Connection With the Operations of the Company) (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2015 | Apr. 01, 2015 | Mar. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Equity instruments, net of selling commissions (in usd per share) | $ 22.50 | ||
Advisor | |||
Related Party Transaction [Line Items] | |||
Shares approved for issuance (in shares) | 359,250 | ||
American Realty Capital Healthcare Advisors, LLC | Contract Purchase Price | Advisor | |||
Related Party Transaction [Line Items] | |||
Acquisition fees as a percentage of benchmark | 1.00% | ||
Reimbursed fees to related party, percentage of benchmark | 0.50% | ||
Related Party Transaction, Total One-time Operating Fees Earned by Related Party, Percentage of Benchmark, Fee Cap | 4.50% | ||
Quarterly asset management earned by related party, percentage of benchmark | 0.1875% | ||
American Realty Capital Healthcare Advisors, LLC | Advance on Loan or Other Investment | Advisor | |||
Related Party Transaction [Line Items] | |||
Acquisition fees as a percentage of benchmark | 1.00% | ||
Reimbursed fees to related party, percentage of benchmark | 0.50% | ||
Related Party Transaction, Total One-time Operating Fees Earned by Related Party, Percentage of Benchmark, Fee Cap | 4.50% | ||
American Realty Capital Healthcare Advisors, LLC | Contract Purchase Price, All Assets Acquired | Advisor | |||
Related Party Transaction [Line Items] | |||
Acquisition fees and financing coordination fees, fee cap earned by related party, percentage of benchmark | 1.50% | ||
American Realty Capital Healthcare Advisors, LLC | Amount Available or Outstanding Under Financing Arrangement | Advisor | |||
Related Party Transaction [Line Items] | |||
Financing coordination fees | 0.75% | ||
American Realty Capital Healthcare Advisors, LLC | Pre-tax Non-compounded Return on Capital Contribution | Advisor | |||
Related Party Transaction [Line Items] | |||
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% | ||
American Realty Capital Healthcare Advisors, LLC | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | Advisor | |||
Related Party Transaction [Line Items] | |||
Property management fees | 1.50% | ||
American Realty Capital Healthcare Advisors, LLC | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | Advisor | |||
Related Party Transaction [Line Items] | |||
Property management fees | 2.50% | ||
Maximum | American Realty Capital Healthcare Advisors, LLC | Average Invested Assets | Advisor | |||
Related Party Transaction [Line Items] | |||
Operating expenses as a percentage of benchmark | 2.00% | ||
Maximum | American Realty Capital Healthcare Advisors, LLC | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Advisor | |||
Related Party Transaction [Line Items] | |||
Operating expenses as a percentage of benchmark | 25.00% | ||
Maximum | American Realty Capital Healthcare Advisors, LLC | Gross Revenue, Managed Properties | Advisor | |||
Related Party Transaction [Line Items] | |||
Oversight fees earned by related party | 1.00% | ||
American Realty Capital Healthcare Advisors, LLC | Cost of Assets | Advisor | |||
Related Party Transaction [Line Items] | |||
Asset management fees earned, percentage of benchmark | 0.0625% |
Related Party Transactions an57
Related Party Transactions and Arrangements (Fees Paid in Connection With the Operations of the Company, Incurred, Forgiven and Payable) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Incurred | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | $ 8,641 | $ 12,676 | $ 20,174 | $ 16,951 | ||
Forgiven | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 0 | 124 | 1,220 | 171 | ||
Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 1,152 | 1,152 | $ 364 | |||
Nonrecurring Fees | Incurred | Acquisition fees and related cost reimbursements | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 1,719 | 8,187 | 3,707 | 9,555 | ||
Nonrecurring Fees | Incurred | Acquisition cost reimbursements | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 859 | 4,093 | 1,853 | 4,778 | ||
Nonrecurring Fees | Incurred | Financing coordination fees | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 512 | 52 | 3,400 | 1,997 | ||
Nonrecurring Fees | Forgiven | Acquisition fees and related cost reimbursements | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 0 | 0 | 0 | 0 | ||
Nonrecurring Fees | Forgiven | Acquisition cost reimbursements | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 0 | 0 | 0 | 0 | ||
Nonrecurring Fees | Forgiven | Financing coordination fees | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 0 | 0 | 0 | 0 | ||
Nonrecurring Fees | Payable | Acquisition fees and related cost reimbursements | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 0 | 0 | 0 | |||
Nonrecurring Fees | Payable | Acquisition cost reimbursements | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 0 | 0 | 0 | |||
Nonrecurring Fees | Payable | Financing coordination fees | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 0 | 0 | 0 | |||
Recurring Fees | Incurred | Asset management Fees | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | [1] | 3,656 | 0 | 7,066 | 0 | |
Recurring Fees | Incurred | Property management and leasing fees | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 656 | 0 | 656 | 0 | ||
Recurring Fees | Incurred | Transfer agent and other professional services | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 1,085 | 0 | 3,156 | 0 | ||
Recurring Fees | Incurred | Strategic advisory fees | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 0 | 335 | 0 | 605 | ||
Recurring Fees | Incurred | Distributions on Class B Units | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 154 | 9 | 336 | 16 | ||
Recurring Fees | Forgiven | Asset management Fees | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | [1] | 0 | 0 | 0 | 0 | |
Recurring Fees | Forgiven | Property management and leasing fees | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 0 | 124 | 1,220 | 171 | ||
Recurring Fees | Forgiven | Transfer agent and other professional services | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 0 | 0 | 0 | 0 | ||
Recurring Fees | Forgiven | Strategic advisory fees | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 0 | 0 | 0 | 0 | ||
Recurring Fees | Forgiven | Distributions on Class B Units | ||||||
Related Party Transaction [Line Items] | ||||||
One-time fees and reimbursements: | 0 | $ 0 | 0 | $ 0 | ||
Recurring Fees | Payable | Asset management Fees | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | [1] | 0 | 0 | 0 | ||
Recurring Fees | Payable | Property management and leasing fees | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 656 | 656 | 0 | |||
Recurring Fees | Payable | Transfer agent and other professional services | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 496 | 496 | 364 | |||
Recurring Fees | Payable | Strategic advisory fees | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 0 | 0 | 0 | |||
Recurring Fees | Payable | Distributions on Class B Units | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | $ 0 | $ 0 | $ 0 | |||
[1] | Prior to April 1, 2015, the Company caused the OP to issue (subject to periodic approval by the board of directors) to the Advisor restricted performance based Class B Units for asset management services. As of September 30, 2015, the Company's board of directors had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement. Effective April 1, 2015, in connection with the Amendment, the Company will pay an asset management fee to the Advisor or its assignees in cash, in shares, or a combination of both and will no longer issue any Class B Units. |
Related Party Transactions an58
Related Party Transactions and Arrangements (Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets) (Details) - USD ($) $ in Millions | Mar. 17, 2015 | Sep. 30, 2015 |
American Realty Capital Healthcare Advisors, LLC | Pre-tax Non-compounded Return on Capital Contribution | Advisor | ||
Related Party Transaction [Line Items] | ||
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% | |
Subordinated performance fee as a percentage of benchmark | 15.00% | |
Healthcare Trust Special Limited Partnership, LLC | Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return | Special Limited Partner | ||
Related Party Transaction [Line Items] | ||
Subordinated performance fee as a percentage of benchmark | 15.00% | |
Healthcare Trust Special Limited Partnership, LLC | Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital | Special Limited Partner | ||
Related Party Transaction [Line Items] | ||
Subordinated participation fees as a percentage of benchmark | 15.00% | |
Distribution upon nonrenewal of advisory agreement | 15.00% | |
Annual Targeted Investor Return | Healthcare Trust Special Limited Partnership, LLC | Pre-tax Non-compounded Return on Capital Contribution | Special Limited Partner | ||
Related Party Transaction [Line Items] | ||
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% | |
Maximum | American Realty Capital Healthcare Advisors, LLC | Aggregate Total Return of Year Fee is Incurred | Advisor | ||
Related Party Transaction [Line Items] | ||
Subordinated performance fee earned by related party, fee cap | 10.00% | |
Maximum | Real Estate Commissions | American Realty Capital Healthcare Advisors, LLC | Contract Sales Price | Advisor | ||
Related Party Transaction [Line Items] | ||
Real estate commissions as a percentage of benchmark | 6.00% | |
Option One | Maximum | Brokerage Commission Fees | American Realty Capital Healthcare Advisors, LLC | Contract Sales Price | Advisor | ||
Related Party Transaction [Line Items] | ||
Real estate commissions as a percentage of benchmark | 2.00% | |
Option Two | Maximum | Brokerage Commission Fees | American Realty Capital Healthcare Advisors, LLC | Contract Sales Price | Advisor | ||
Related Party Transaction [Line Items] | ||
Real estate commissions as a percentage of benchmark | 50.00% | |
RCS Capital, KeyBanc and Investment Banking and Capital Markets Division of Dealer Manager | Listing Fee | ||
Related Party Transaction [Line Items] | ||
Listing fee earned for listing on national securities exchange | $ 1.5 | |
RCS Capital, KeyBanc and Investment Banking and Capital Markets Division of Dealer Manager | Transaction Advisory Fee | ||
Related Party Transaction [Line Items] | ||
Transaction fee as percent of sale transaction | 0.25% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Equity-based compensation | $ 36 | $ 64 | ||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Stock issued during period, issued for services | $ 32 | $ 0 | $ 46 | |
Stock issued during period, issued for services (in shares) | 0 | 1,433 | 0 | 2,036 |
Restricted Share Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted automatically upon election to board of directors, in shares | 1,333 | 1,333 | ||
Restricted share vesting period | 5 years | |||
Periodic vesting percentage | 20.00% | 20.00% | ||
Maximum authorized amount as a percentage of shares authorized | 5.00% | |||
Number of shares authorized, in shares | 3,400,000 | 3,400,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Beginning Balance, Unvested (in shares) | 7,198 | |||
Granted (in shares) | 5,332 | |||
Vested (in shares) | (1,066) | |||
Forfeitures (in shares) | (2,399) | |||
Ending Balance, Unvested (in shares) | 9,065 | 9,065 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Beginning Balance, Unvested, Weighted-Average Issue Price (in usd per share) | $ 22.50 | |||
Granted, Weighted-Average Issue Price (in usd per share) | 22.50 | |||
Vested, Weighted-Average Issue Price (in usd per share) | 22.50 | |||
Forfeitures, Weighted-Average Issued (in usd per share) | 22.50 | |||
Ending Balance, Unvested, Weighted-Average Issue Price (in usd per share) | $ 22.50 | $ 22.50 | ||
Nonvested awards, compensation cost not yet recognized | $ 200 | $ 200 | ||
Nonvested awards, compensation cost not yet recognized, period for recognition | 3 years 7 months 6 days | |||
Equity-based compensation | $ 30 | $ 8 | $ 36 | $ 18 |
Accumulated Other Comprehensi60
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Beginning Balance | $ 463 | ||||
Other comprehensive loss, before reclassifications | (61) | ||||
Amounts reclassified from accumulated other comprehensive income (1) | [1] | (446) | |||
Ending Balance | $ (44) | (44) | |||
Gain on sale of investment securities | $ 160 | $ 0 | 446 | $ 0 | |
Preferred Stock, Common Stock, Real Estate Income Funds, and Senior Notes | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Gain on sale of investment securities | $ 400 | ||||
[1] | During the nine months ended September 30, 2015, the Company sold certain of its investments in preferred stock, common stock, real estate income funds and its investment in a senior note which resulted in a realized gain of $0.4 million, which is included in gain on sale of investment securities on the consolidated statement of operations and comprehensive loss. |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Nov. 30, 2014 | |
Noncontrolling Interest [Line Items] | ||||||
Limited partner units (in units) | 90 | 90 | 90 | 90 | ||
Distributions to non-controlling interest holders | $ 200,000 | $ 0 | $ 526,000 | $ 0 | ||
Non-controlling interests | 9,901,000 | 9,901,000 | $ 10,114,000 | |||
Non-controlling Interests | ||||||
Noncontrolling Interest [Line Items] | ||||||
Limited partner units (in units) | 405,908 | |||||
Units issued to purchase building | $ 10,100,000 | |||||
Units issued to fund purchase of A Building (in usd per share) | $ 25 | |||||
Plaza Del Rio Medical Office Campus - Portfolio, AZ | ||||||
Noncontrolling Interest [Line Items] | ||||||
Non-controlling interests | $ 500,000 | $ 500,000 | ||||
Non-controlling ownership percentage | 4.10% | 4.10% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to stockholders (in thousands) | $ (16,108) | $ (20,023) | $ (34,749) | $ (24,752) |
Basic and diluted weighted-average shares outstanding (in shares) | 85,705,595 | 71,813,126 | 84,988,240 | 40,401,362 |
Basic and diluted net loss per share (in usd per share) | $ (0.19) | $ (0.28) | $ (0.41) | $ (0.61) |
Antidilutive securities excluded from computation of earnings per share (in shares) | 774,313 | 34,706 | ||
Restricted Stock | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,065 | 7,198 | ||
OP Units | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 405,998 | 90 | ||
Class B Units | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 359,250 | 27,418 |
Segment Reporting (Reconciliati
Segment Reporting (Reconciliation of Segment Activity) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($)segment | Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($)segment | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 3 | 3 | 3 | 3 |
Rental income | $ 56,722 | $ 10,620 | $ 160,555 | $ 14,061 |
Operating expense reimbursement | 3,487 | 1,034 | 9,344 | 1,849 |
Resident services and fee income | 3,784 | 164 | 10,731 | 164 |
Contingent purchase price consideration | 37 | 0 | 487 | 0 |
Total revenues | 64,030 | 11,818 | 181,117 | 16,074 |
Property operating | 33,506 | 4,202 | 89,612 | 5,231 |
Net operating income | 30,524 | 7,616 | 91,505 | 10,843 |
Operating fees to affiliate | (4,312) | 0 | (7,722) | 0 |
Acquisition and transaction related | (3,315) | (17,884) | (8,502) | (20,887) |
General and administrative | (2,442) | (1,221) | (7,574) | (2,212) |
Depreciation and amortization | (34,162) | (7,391) | (97,193) | (10,629) |
Interest expense | (3,081) | (1,418) | (6,838) | (2,163) |
Income from investment securities and other income | 66 | 275 | 555 | 296 |
Gain on sale of investment securities | 160 | 446 | ||
Income tax benefit | 369 | 0 | 387 | 0 |
Net loss attributable to non-controlling interests | 85 | 0 | 187 | 0 |
Net loss attributable to stockholders | (16,108) | (20,023) | (34,749) | (24,752) |
Seniors Housing Communities | ||||
Segment Reporting Information [Line Items] | ||||
Resident services and fee income | 164 | |||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Resident services and fee income | 0 | |||
Operating Segments | Medical Office Buildings | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 15,258 | 4,044 | 39,976 | 6,684 |
Operating expense reimbursement | 3,452 | 1,022 | 9,221 | 1,808 |
Resident services and fee income | 0 | 0 | 0 | |
Contingent purchase price consideration | 37 | 487 | ||
Total revenues | 18,747 | 5,066 | 49,684 | 8,492 |
Property operating | 5,728 | 1,389 | 14,855 | 2,390 |
Net operating income | 13,019 | 3,677 | 34,829 | 6,102 |
Operating Segments | Triple-Net Leased Healthcare Facilities | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 9,237 | 2,000 | 28,306 | 2,801 |
Operating expense reimbursement | 35 | 12 | 123 | 41 |
Resident services and fee income | 0 | 0 | 0 | 0 |
Contingent purchase price consideration | 0 | 0 | ||
Total revenues | 9,272 | 2,012 | 28,429 | 2,842 |
Property operating | 2,400 | 15 | 3,097 | 43 |
Net operating income | 6,872 | 1,997 | 25,332 | 2,799 |
Operating Segments | Seniors Housing Communities | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 32,227 | 4,576 | 92,273 | 4,576 |
Operating expense reimbursement | 0 | 0 | 0 | 0 |
Resident services and fee income | 3,784 | 164 | 10,731 | |
Contingent purchase price consideration | 0 | 0 | ||
Total revenues | 36,011 | 4,740 | 103,004 | 4,740 |
Property operating | 25,378 | 2,798 | 71,660 | 2,798 |
Net operating income | $ 10,633 | $ 1,942 | $ 31,344 | $ 1,942 |
Segment Reporting (Reconcilia64
Segment Reporting (Reconciliation of Segment Activity to Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | $ 1,897,780 | $ 1,631,750 | ||
Construction in progress | 17,977 | 0 | ||
Cash and cash equivalents | 47,751 | 182,617 | $ 766,061 | $ 111,833 |
Restricted cash | 2,947 | 1,778 | ||
Investment securities, at fair value | 1,040 | 20,286 | ||
Receivable for sale of common stock | 0 | 6 | ||
Prepaid expenses and other assets | 30,201 | 17,036 | ||
Deferred costs, net | 14,548 | 4,237 | ||
Total assets | 1,994,267 | 1,857,710 | ||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | 1,897,780 | 1,631,750 | ||
Construction in progress | 27,977 | 0 | ||
Operating Segments | Medical Office Buildings | ||||
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | 795,951 | 593,648 | ||
Operating Segments | Triple-Net Leased Healthcare Facilities | ||||
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | 390,579 | 355,962 | ||
Operating Segments | Seniors Housing Communities | ||||
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | $ 683,273 | $ 682,140 |
Segment Reporting (Reconcilia65
Segment Reporting (Reconciliation of Capital Expenditures by Segment) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 4,984 | $ 139 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 3,536 | 139 |
Operating Segments | Medical Office Buildings | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 1,343 | 139 |
Operating Segments | Triple-Net Leased Healthcare Facilities | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 523 | 0 |
Operating Segments | Seniors Housing Communities | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 1,670 | $ 0 |
Commitments and Contingencies66
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 100 | $ 45 | $ 300 | $ 100 |
Interest expense | $ 21 | $ 200 | $ 63 | $ 200 |
Commitments and Contingencies67
Commitments and Contingencies (Schedule of Future Minimum Rental Payments) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Operating Leases | |
October 1, 2015 - December 31, 2015, Operating Leases | $ 84 |
2016, Operating Leases | 340 |
2017, Operating Leases | 344 |
2018, Operating Leases | 349 |
2019, Operating Leases | 354 |
Thereafter, Operating Leases | 16,619 |
Total, Operating Leases | 18,090 |
Capital Leases | |
October 1, 2015 - December 31, 2015, Capital Leases | 18 |
2016, Capital Leases | 74 |
2017, Capital Leases | 76 |
2018, Capital Leases | 78 |
2019, Capital Leases | 80 |
Thereafter, Capital Leases | 7,930 |
Total, Capital Leases | 8,256 |
Interest, Capital Leases | (3,456) |
Total present value of minimum lease payments | $ 4,800 |
Commitments and Contingencies68
Commitments and Contingencies (Development Project Funding) (Details) - USD ($) | Sep. 30, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | Dec. 31, 2014 |
Long-term Purchase Commitment [Line Items] | ||||
Asset purchase and development agreement | $ 82,000,000 | |||
Construction in progress | $ 17,977,000 | $ 0 | ||
Maximum borrowing capacity | $ 565,000,000 | |||
Land | ||||
Long-term Purchase Commitment [Line Items] | ||||
Construction in progress | 10,000,000 | |||
Construction in Progress | ||||
Long-term Purchase Commitment [Line Items] | ||||
Construction in progress | $ 18,000,000 | |||
Credit Facility | ||||
Long-term Purchase Commitment [Line Items] | ||||
Maximum borrowing capacity | $ 2,700,000 | |||
Stated rate | 7.00% |
Subsequent Events (Acquisitions
Subsequent Events (Acquisitions) (Details) | 1 Months Ended |
Nov. 06, 2015ft²property | |
Property Acquisition [Roll Forward] | |
Beginning Balance, Number of Properties | property | 149 |
Beginning Balance, Rentable Square Feet | 7,330,583 |
Ending Balance, Number of Properties | property | |
Ending Balance, Rentable Square Feet | |
Subsequent Event | |
Property Acquisition [Roll Forward] | |
Number of properties purchased | property | 6 |
Rentable Square Feet, Acquisitions | 155,298 |
Ending Balance, Number of Properties | property | 155 |
Ending Balance, Rentable Square Feet | 7,485,881 |