Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-55201 | |
Entity Registrant Name | Healthcare Trust, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 38-3888962 | |
Entity Address, Address Line One | 650 Fifth Ave. | |
Entity Address, Address Line Two | 30th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 415-6500 | |
Title of 12(b) Security | 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | |
Trading Symbol | HTIA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 92,264,102 | |
Entity Central Index Key | 0001561032 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate investments, at cost: | ||
Land | $ 214,084 | $ 207,335 |
Buildings, fixtures and improvements | 2,143,234 | 2,004,116 |
Acquired intangible assets | 280,927 | 269,616 |
Total real estate investments, at cost | 2,638,245 | 2,481,067 |
Less: accumulated depreciation and amortization | (455,285) | (427,476) |
Total real estate investments, net | 2,182,960 | 2,053,591 |
Assets held for sale | 10,784 | 70,839 |
Cash and cash equivalents | 90,534 | 95,691 |
Restricted cash, end of period | 16,036 | 15,908 |
Derivative assets, at fair value | 66 | 392 |
Straight-line rent receivable, net | 22,321 | 21,182 |
Operating lease right-of-use assets | 14,335 | 14,351 |
Prepaid expenses and other assets (including $96 and $394 due from related parties as of March 31, 2020 and December 31, 2019, respectively) | 39,651 | 39,707 |
Deferred costs, net | 14,212 | 13,642 |
Total assets | 2,390,899 | 2,325,303 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 542,077 | 528,284 |
Credit facilities, net | 700,546 | 605,269 |
Market lease intangible liabilities, net | 12,015 | 12,052 |
Derivative liabilities, at fair value | 42,405 | 5,305 |
Accounts payable and accrued expenses | 47,361 | 43,094 |
Operating lease liabilities | 9,139 | 9,133 |
Deferred rent | 8,758 | 8,521 |
Distributions payable | 7,426 | 6,901 |
Total liabilities | 1,369,727 | 1,218,559 |
Stockholders’ Equity | ||
7.375% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, 1,610,000 authorized, 1,610,000 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 16 | 16 |
Common stock, $0.01 par value, 300,000,000 shares authorized, and 92,012,616 shares of common stock issued and outstanding as of March 31, 2020 and 92,356,664 outstanding as of December 31, 2019, respectively | 920 | 923 |
Additional paid-in capital | 2,074,745 | 2,078,628 |
Accumulated other comprehensive loss | (44,308) | (7,043) |
Distributions in excess of accumulated earnings | (1,015,438) | (971,190) |
Total stockholders’ equity | 1,015,935 | 1,101,334 |
Non-controlling interests | 5,237 | 5,410 |
Total equity | 1,021,172 | 1,106,744 |
Total liabilities and equity | $ 2,390,899 | $ 2,325,303 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Statement of Financial Position [Abstract] | ||
Prepaid expenses and other assets, due to related parties | $ 96 | $ 394 |
Preferred stock, dividend rate, percentage | 7.375% | 7.375% |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,610,000 | 1,610,000 |
Preferred stock, shares issued (in shares) | 1,610,000 | 1,610,000 |
Preferred stock, shares outstanding (in shares) | 1,610,000 | 1,610,000 |
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) | 92,012,616 | 92,356,664 |
Common stock, shares outstanding (in shares) | 92,012,616 | 92,356,664 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue from tenants | $ 100,235,000 | $ 88,718,000 |
Operating expenses: | ||
Property operating and maintenance | 61,723,000 | 52,799,000 |
Impairment charges | 18,038,000 | 0 |
Operating fees to related parties | 6,049,000 | 5,768,000 |
Acquisition and transaction related | 327,000 | 18,000 |
General and administrative | 6,730,000 | 6,298,000 |
Depreciation and amortization | 20,195,000 | 20,685,000 |
Total expenses | 113,062,000 | 85,568,000 |
Operating (loss) income before gain on sale of real estate investments | (12,827,000) | 3,150,000 |
Gain on sale of real estate investments | 2,306,000 | 6,078,000 |
Operating (loss) income | (10,521,000) | 9,228,000 |
Other income (expense): | ||
Interest expense | (13,257,000) | (13,943,000) |
Interest and other income | 5,000 | 4,000 |
Gain (loss) on non-designated derivatives | 16,000 | (43,000) |
Total other expenses | (13,236,000) | (13,982,000) |
Loss before income taxes | (23,757,000) | (4,754,000) |
Income tax expense | (332,000) | (338,000) |
Net loss | (24,089,000) | (5,092,000) |
Net loss (income) attributable to non-controlling interests | 87,000 | (19,000) |
Preferred stock dividends | (742,000) | 0 |
Net loss attributable to stockholders | (24,744,000) | (5,111,000) |
Other comprehensive (loss) income: | ||
Unrealized loss on designated derivatives | (37,265,000) | (2,419,000) |
Comprehensive loss attributable to stockholders | $ (62,009,000) | $ (7,530,000) |
Basic and diluted weighted-average shares outstanding (in shares) | 91,960,960 | 92,894,608 |
Basic and diluted net loss per share (in usd per share) | $ (0.27) | $ (0.06) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Distributions in excess of accumulated earnings | Non-controlling Interests | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, AdjustmentTotal Stockholders' Equity | Cumulative Effect, Period of Adoption, AdjustmentDistributions in excess of accumulated earnings |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Impact of adoption of ASC 842 | $ 1,240,934 | $ 1,233,137 | $ 919 | $ 2,031,967 | $ 4,582 | $ (804,331) | $ 7,797 | $ (87) | $ (87) | $ (87) | |
Beginning Balance (in shares) at Dec. 31, 2018 | 91,963,532 | ||||||||||
Beginning balance at Dec. 31, 2018 | 1,240,934 | 1,233,137 | $ 919 | 2,031,967 | 4,582 | (804,331) | 7,797 | (87) | (87) | (87) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Impact of adoption of ASC 842 | 1,221,233 | 1,213,502 | $ 922 | 2,039,269 | 2,163 | (828,852) | 7,731 | $ (87) | $ (87) | $ (87) | |
Common stock issued through distribution reinvestment plan (in shares) | 345,245 | ||||||||||
Common stock issued through distribution reinvestment plan | 6,983 | 6,983 | $ 3 | 6,980 | |||||||
Share-based compensation, net | 322 | 322 | 322 | ||||||||
Distributions declared on common stock | (19,323) | (19,323) | (19,323) | ||||||||
Preferred stock dividends | 0 | ||||||||||
Distributions to non-controlling interest holders | (85) | (85) | |||||||||
Other comprehensive income | (2,419) | (2,419) | (2,419) | ||||||||
Net loss | (5,092) | (5,111) | (5,111) | 19 | |||||||
Ending Balance (in shares) at Mar. 31, 2019 | 92,308,777 | ||||||||||
Ending balance at Mar. 31, 2019 | 1,221,233 | 1,213,502 | $ 922 | 2,039,269 | 2,163 | (828,852) | 7,731 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Impact of adoption of ASC 842 | 1,221,233 | 1,213,502 | 922 | 2,039,269 | 2,163 | (828,852) | 7,731 | ||||
Impact of adoption of ASC 842 | 1,106,744 | 1,101,334 | $ 16 | $ 923 | 2,078,628 | (7,043) | (971,190) | 5,410 | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 1,610,000 | 92,356,664 | |||||||||
Beginning balance at Dec. 31, 2019 | 1,106,744 | 1,101,334 | $ 16 | $ 923 | 2,078,628 | (7,043) | (971,190) | 5,410 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Impact of adoption of ASC 842 | $ 1,021,172 | 1,015,935 | $ 16 | $ 920 | 2,074,745 | (44,308) | (1,015,438) | 5,237 | |||
Common stock issued through distribution reinvestment plan (in shares) | 400,000 | 361,053 | |||||||||
Common stock issued through distribution reinvestment plan | $ 6,322 | 6,322 | $ 4 | 6,318 | |||||||
Common stock repurchases (in shares) | (705,101) | ||||||||||
Common stock repurchases | (10,546) | (10,546) | $ (7) | (10,539) | |||||||
Share-based compensation, net | 338 | 338 | 338 | ||||||||
Distributions declared on common stock | (19,504) | (19,504) | (19,504) | ||||||||
Preferred stock dividends | (742) | (742) | (742) | ||||||||
Distributions to non-controlling interest holders | (86) | (86) | |||||||||
Unrealized loss on designated derivative | (37,265) | (37,265) | (37,265) | ||||||||
Net loss | (24,089) | (24,002) | (24,002) | (87) | |||||||
Ending Balance (in shares) at Mar. 31, 2020 | 1,610,000 | 92,012,616 | |||||||||
Ending balance at Mar. 31, 2020 | 1,021,172 | 1,015,935 | $ 16 | $ 920 | 2,074,745 | (44,308) | (1,015,438) | 5,237 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Impact of adoption of ASC 842 | $ 1,021,172 | $ 1,015,935 | $ 16 | $ 920 | $ 2,074,745 | $ (44,308) | $ (1,015,438) | $ 5,237 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock dividends (in usd per share) | $ 0.85 |
Preferred stock, dividends (in usd per share) | $ 0.11 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (24,089,000) | $ (5,092,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 20,195,000 | 20,685,000 |
Amortization of deferred financing costs and terminated interest rate swaps | 1,346,000 | 2,451,000 |
Amortization of mortgage premiums and discounts, net | 15,000 | (66,000) |
Amortization (accretion) amortization of market lease and other intangibles, net | 18,000 | (50,000) |
Bad debt expense | 792,000 | 2,719,000 |
Equity-based compensation | 338,000 | 322,000 |
Gain on sale of real estate investments, net | (2,306,000) | (6,078,000) |
(Gain) loss on non-designated derivatives | (16,000) | 43,000 |
Impairment charges | 18,038,000 | 0 |
Changes in assets and liabilities: | ||
Straight-line rent receivable | (1,175,000) | (876,000) |
Prepaid expenses and other assets | 1,289,000 | (1,007,000) |
Accounts payable, accrued expenses and other liabilities | 4,270,000 | 1,815,000 |
Deferred rent | 237,000 | 1,644,000 |
Net cash provided by operating activities | 18,952,000 | 16,510,000 |
Cash flows from investing activities: | ||
Property acquisitions and development costs | (90,985,000) | (33,088,000) |
Capital expenditures | (11,097,000) | (1,787,000) |
Proceeds from sales of real estate investments | 8,294,000 | 45,352,000 |
Net cash (used in) provided by investing activities | (93,788,000) | 10,477,000 |
Cash flows from financing activities: | ||
Payments on credit facilities | 0 | (243,300,000) |
Proceeds from credit facilities | 95,000,000 | 83,618,000 |
Proceeds from term loan | 0 | 150,000,000 |
Payments on mortgage notes payable | (211,000) | (8,413,000) |
Payments for derivative instruments | (34,000) | 0 |
Payments of deferred financing costs | (918,000) | (9,083,000) |
Common stock repurchases | (10,546,000) | 0 |
Distributions paid on common stock | (13,225,000) | (12,304,000) |
Dividends paid on preferred stock | (173,000) | 0 |
Distributions to non-controlling interest holders | (86,000) | (85,000) |
Net cash, provided by (used in) financing activities | 69,807,000 | (39,567,000) |
Net change in cash, cash equivalents and restricted cash | (5,029,000) | (12,580,000) |
Cash, cash equivalents and restricted cash, beginning of period | 111,599,000 | 91,358,000 |
Cash, cash equivalents and restricted cash, end of period | 106,570,000 | 78,778,000 |
Cash, cash equivalents and restricted cash, end of period | 106,570,000 | 78,778,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 11,144,000 | 10,365,000 |
Cash paid for income taxes | 140,000 | 175,000 |
Non-cash investing and financing activities: | ||
Common stock issued through distribution reinvestment plan | 6,322,000 | 6,983,000 |
Mortgage assumed in acquisition | $ 13,883,000 | $ 0 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Healthcare Trust, Inc. (including, as required by context, Healthcare Trust Operating Partnership, L.P. (the “OP”) and its subsidiaries, the “Company”), incorporated on October 15, 2012, is a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2013. Substantially all of the Company’s business is conducted through the OP. The Company invests in healthcare real estate, focusing on seniors housing properties and medical office buildings (“MOB”) located in the United States. Healthcare Trust Advisors, LLC (the “Advisor”) has been retained by the Company to manage the Company’s affairs on a day-to-day basis. The Company has retained Healthcare Trust Properties, LLC (the “Property Manager”) to serve as the Company’s property manager. The Advisor and Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”), and these related parties receive compensation, fees and expense reimbursements from the Company for services related to managing its business and investments. Healthcare Trust Special Limited Partnership, LLC (the “Special Limited Partner”), which is also under common control with AR Global, also has an interest in the Company through ownership of interests in the OP. As of March 31, 2020 , the Company owned 200 properties (all references to number of properties and square footage are unaudited) located in 31 states and comprised of 9.7 million rentable square feet. The Company’s initial public offering of its common stock, which is not listed on a national securities exchange, closed in November 2014, and, in December 2019, the Company’s initial public offering of its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) closed, and the Company listed shares of its Series A Preferred Stock on The Nasdaq Global Market under the symbol “HTIA.” On April 1, 2020 the board of directors of the Company (the “Board”) approved an updated estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2019. The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — 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 this Quarterly Report on 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 statement of results for the interim periods. The results of operations for three months ended March 31, 2020 are not necessarily indicative of the results for the entire year or any subsequent interim period. These unaudited consolidated 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, 2019 , which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2020 . Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2020 . Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. Out-of-Period Adjustments During the year ended December 31, 2019, the Company identified certain historical errors in its tax provision and its net deferred taxes asset as well as its statements of operations and comprehensive income (loss), consolidated statements of changes in equity, and statements of cash flows since 2014, which impacted the quarterly financial statements and annual periods previously issued. Specifically, the Company had overstated intercompany rent on certain leases with the TRS and reflected a portion of depreciation on REIT assets in the TRS’s tax provision, thereby overstating previously recorded tax benefits, deferred tax assets and net income by $0.8 million , $0.3 million and $0.2 million for the years ended December 31, 2018, 2017 and for Pre-2017 periods, respectively. The intercompany rent and allocation of depreciation only affected the tax provision and did not affect the pre-tax consolidated financial results. These out of period adjustments were recorded in the fourth quarter of 2019. Impacts of the COVID-19 Pandemic The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. During the first quarter of 2020, there was a global outbreak of a novel coronavirus (the virus that causes COVID-19), which has spread to over 200 countries and territories, including the United States, and has spread to every state in the United States. The World Health Organization has designated COVID-19 as a pandemic, and numerous countries, including the United States, have declared national emergencies with respect to COVID-19. The global impact of the outbreak has been rapidly evolving, and as cases of COVID-19 have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel, closing financial markets and/or restricting trading and operations of non-essential offices and retail centers. Such actions are creating disruption in global supply chains, and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. The Company believes the estimates and assumptions underlying its consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2020, however uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of March 31, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates. Starting in March 2020, the COVID-19 pandemic and measures to prevent its spread began to affect the Company in a number of ways. In the Company’s Seniors Housing — Operating Property (“SHOP”) portfolio, particularly, March occupancy trended lower in the second half of the month as government policies and implementation of infection control best practices began to materially limit or close communities to new resident move-ins. In addition, starting in mid-March, operating costs began to rise materially, including for services, labor and personal protective equipment and other supplies, as the Company’s operators took appropriate actions to protect residents and caregivers. These trends accelerated in April, and may have a material adverse effect on the Company’s revenues and income in the second quarter and potentially other quarters thereafter. The financial stability and overall health of the Company’s tenants is critical to its business. The negative effects that the global pandemic has had on the economy includes the closure or reduction in activity of some of the Company’s MOBs and other healthcare-related facilities as well as restrictions on activity and access for many of the Company’s seniors housing properties. The economic impact of the pandemic has impacted the ability of some of the Company’s tenants to pay their monthly rent either temporarily or in the long term. The Company has already experienced delays in rent collections in the month of April. The Company has taken a proactive approach to achieve mutually agreeable solutions with its tenants and in some cases the Company has executed rent deferral agreements in April 2020. For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess the modification to determine if the modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease. However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC has provided relief that will allow companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. If the cash flows are substantially the same or less, there are two methods to potentially account for such rent deferrals under the relief, (1) As if no changes to the lease contract were made. Under that accounting, a lessor would increase its lease receivable and a lessee would increase its accounts payable as receivables/payments accrue. In its income statement, a lessor would continue to recognize revenue during the deferral period or (2) As if the deferred payments are variable lease payments. The Company has elected to use this relief where applicable and therefore will have no change in the current classification of its leases in connection with many of the leases impacted by negotiations with its tenants. Furthermore, we expect to elect the first method described in (1) above. In March 2020, the Company took precautionary steps to increase liquidity and preserve financial flexibility in light of the uncertainty resulting from the COVID-19 pandemic. These steps included borrowing an additional $95.0 million under the Company’s Credit Facility (as defined below) to provide more cash on the Company’s balance sheet. Revenue Recognition The Company’s revenues, which are derived primarily from lease contracts, include rent received from tenants in MOBs and triple-net leased healthcare facilities. As of March 31, 2020 , these leases had a weighted average remaining lease term of 5.5 years . Rent from tenants in the Company’s MOB and triple-net leased healthcare facilities operating segments is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease. Because many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants on a straight-line basis, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under the Company reflects them on a net basis. The Company’s revenues also include resident services and fee income primarily related to rent derived from lease contracts with residents in the Company’s SHOPs held using a structure permitted by the REIT rules and to fees for ancillary services performed for SHOP residents, which are generally variable in nature. Rental income from residents in the Company’s SHOP segment is recognized as earned. Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services. The terms of the rent are short term in nature, primarily month-to-month. Also included in revenue from tenants is fees for ancillary revenue from non-residents of $3.8 million , for the three months ended March 31, 2020. Fees for ancillary services are recorded in the period in which the services are performed. The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses related to non-SHOP assets (recorded in revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. The following table presents future base rent payments on a cash basis due to the Company as of March 31, 2020 over the next five years and thereafter. These amounts exclude tenant reimbursements and 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. These amounts also exclude SHOP leases which are short term in nature. (In thousands) Future 2020 (remainder) $ 68,401 2021 88,389 2022 81,525 2023 70,121 2024 63,225 Thereafter 221,055 Total $ 592,716 The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standards, the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectibility periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it is probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e., straight-line). However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable. During the three month periods ended March 31, 2020 and 2019 the Company recorded reductions of revenue of $0.8 million and $2.7 million , respectively, for uncollectible amounts. Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the “ Purchase Price Allocation” section in this Note for a discussion of the initial accounting for investments in real estate. Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the quarters ended March 31, 2020 and 2019. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. There were $10.8 million and $70.8 million of real estate investments held for sale as of March 31, 2020 and December 31, 2019, respectively (see Note 3 — Real Estate Investments, Net for additional information). In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption were accounted for as operating leases. The Company will evaluate new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75% ), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90% ) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. For the three-year period ended December 31, 2019, the Company has no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules. The Company is also the lessee under certain land leases which will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the balance sheet and the rent expense is reflected on a straight-line basis over the lease term. The Company generally determines the value of construction in progress based upon the replacement cost. During the construction period, the Company capitalizes interest, insurance and real estate taxes until the development has reached substantial completion. Purchase Price Allocation In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets (e.g., certificates of need in certain jurisdictions) or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued noncontrolling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the three months ended March 31, 2020 and 2019 were asset acquisitions. For acquired properties with leases classified as operating leases, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired (including those acquired in the Merger) and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates and land values per square foot. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases as applicable. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months . The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The aggregate value of intangible assets related to customer relationships, as applicable, is measured based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The Company did not record any intangible asset amounts related to customer relationships during the year ended December 31, 2019. The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The Company did not record any intangible asset amounts related to customer relationships during the quarter ended March 31, 2020 or 2019. Impairment of Long-Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statement of operations and comprehensive income to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings. Depreciation and Amortization Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, 7 to 10 years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases. The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages Accounting for Leases Lessor Accounting As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. At transition to the new accounting rules on January 1, 2019, after assessing its reserve balances at December 31, 2018 under the guidance, the Company wrote off accounts receivable of $0.1 million and straight-line rents receivable of $0.1 million as an adjustment to the opening balance of accumulated deficit, and accordingly rent for these tenants is currently recorded on a cash basis. Lessee Accounting For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 16 — Commitments and Contingencies . Recently Issued Accounting Pronouncements Adopted as of January 1, 2020: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amended guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the amended standard requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The new guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. |
Real Estate Investments, Net
Real Estate Investments, Net | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Investments, Net | Note 3 — Real Estate Investments, Net Property Acquisitions and Development Costs The Company invests in MOBs, seniors housing properties and other healthcare-related facilities primarily to expand and diversify its portfolio and revenue base. The Company owned 200 properties as of March 31, 2020 . During the three months ended March 31, 2020 , the Company, through wholly-owned subsidiaries of the OP, completed its acquisitions of one multi-tenant MOBs, three single tenant MOBs and four SHOPs for an aggregate contract purchase price of $103.9 million . The following table presents the allocation of real estate assets acquired and liabilities assumed, as well as capitalized construction in progress, during the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, (In thousands) 2020 2019 Real estate investments, at cost: Land $ 6,900 $ 2,827 Buildings, fixtures and improvements 86,687 26,022 Development costs — 2,261 Total tangible assets 93,587 31,110 Acquired intangibles: In-place leases and other intangible assets (1) 9,385 2,768 Market lease and other intangible assets (1) 472 31 Market lease liabilities (1) (362 ) (821 ) Total intangible assets and liabilities 9,495 1,978 Mortgage notes payable, net (13,883 ) — Other assets acquired and liabilities assumed in the Asset Acquisition, net 1,786 — Cash paid for real estate investments, including acquisitions $ 90,985 $ 33,088 Number of properties purchased 8 3 _______________ (1) Weighted-average remaining amortization periods for in-place leases, an above-market lease and a below-market lease liability acquired were 3.0 years and 5.6 years as of March 31, 2020 and 2019 , respectively. Development Project 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 development property in Jupiter, Florida for $82.0 million . As of December 31, 2019 , the Company had funded $97.8 million , including $10.0 million for the land and $87.8 million for construction in progress. The Company had been working for some time to obtain a certificate of occupancy for the facility (“CO”), which was ultimately obtained in December 2019. Historically, all construction costs, including capitalized interest, insurance and real estate taxes were capitalized and classified in construction is progress on the Company’s consolidated balance sheet. In December 2019, when the development reached substantial completion and the Company reclassified the entire amount in construction in progress. During the quarter ended March 31, 2019, the Company incurred $2.3 million in capitalized costs, including capitalized interest, related to the development project in Jupiter, Florida. All acquisitions in 2020 and 2019 were considered asset acquisitions for accounting purposes. Obtaining the CO was a necessary condition to leasing the property to any tenant other than a tenant associated with the developer of the property, which had been, and remains in, default under its agreements with the Company. The Company entered into a lease for 10% of the rentable square feet at the property, but the tenant is not required to pay the Company cash rent until May 2021. There can be no assurance as to the timing or terms of any additional leases or as to if and when the property may generate positive cash flow allowing the Company to earn a return on its investment in this property. During the fourth quarter of 2019, in connection with the substantial completion of the development property, the Company began to evaluate it for a potential sale. As a result of this potential change in plans, the Company concluded this held for use asset was impaired and recognized an impairment charge to its respective operating real estate components (see Assets Held For Use and Related Impairments below for additional information). Significant Tenants As of March 31, 2020 and 2019 , 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 March 31, 2020 and 2019 : March 31, State 2020 2019 Florida (1) 25.6% 23.1% Michigan (2) 10.0% 10.9% _______________ * State’s annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all portfolio properties as of the date specified. (1) As of March 31, 2020, the Company had commenced marketing three assets in Florida including the recently completed development project in Jupiter, Florida and its two skilled nursing facilities in Lutz, Florida and Wellington, Florida. The company started marketing these assets in the quarter ended March 31, 2020. There can be no assurance these properties will be sold on favorable terms, or at all. See “Assets Held for Use and Related Impairments” in this note for more information. (2) As of March 31, 2020, the Company had 11 SHOP assets located in Michigan that are under contract to be sold pursuant to a definitive purchase and sale agreement (“PSA”). See “Assets Held for Sale and Related Impairments” in this note for more information. Intangible Assets and Liabilities The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangible assets, amortization and accretion of above-and below-market lease assets and liabilities, net and the amortization and accretion of above-and below-market ground leases, for the periods presented: Three Months Ended March 31, (In thousands) 2020 2019 Amortization of in-place leases and other intangible assets (1) $ 4,009 $ 4,062 (Accretion) and Amortization of above-and below-market leases, net (2) $ (21 ) $ (110 ) Amortization of above-and below-market ground leases, net (3) $ 39 $ 21 _______________ (1) Reflected within depreciation and amortization expense. (2) Reflected within rental income. (3) Reflected within property operating and maintenance expense. The following table provides the projected amortization expense and adjustments to revenues for the next five years: (In thousands) 2020 (remainder) 2021 2022 2023 2024 In-place lease assets $ 9,487 $ 10,710 $ 8,704 $ 6,830 $ 6,070 Other intangible assets 261 414 414 414 414 Total to be added to amortization expense $ 9,748 $ 11,124 $ 9,118 $ 7,244 $ 6,484 Above-market lease assets $ (1,216 ) $ (993 ) $ (645 ) $ (307 ) $ (260 ) Below-market lease liabilities 1,434 1,269 1,208 1,095 955 Total to be added to revenue from tenants $ 218 $ 276 $ 563 $ 788 $ 695 Dispositions During the three months ended March 31, 2020 , the Company sold one MOB property which resulted in a gain on sale of $2.3 million . This property sold for a contract price of $8.6 million . On February 6, 2019, the Company sold five MOB properties within the State of New York for a contract sales price of $45.0 million , resulting in a gain on sale of real estate investments of $6.1 million which is included on the Consolidated Statement of Operations for the three months ended March 31, 2019. Impairments The following table presents impairments recorded during the three months ended March 31, 2020 . There were no impairments recorded for the three months ended March 31,2019. Three Months Ended March 31, (In thousands) 2020 2019 Assets held for sale $ 18,038 $ — Assets held for use — Total $ 18,038 $ — For additional information on impairments related to assets held for sale and assets held for use, see the “Assets Held for Sale and Related Impairments” and “Assets Held for Use and Related Impairments” sections below. Assets Held for Sale and Related Impairment When assets are identified by management as held for sale, the Company reflects them separately on its balance sheet and stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. For held-for-sale properties, the Company predominately uses the contract sale price as fair market value. Michigan SHOPs In January 2020, the Company entered into a PSA for the sale of a portfolio of 14 SHOPs located in Michigan (the “Michigan SHOPs”) as a single portfolio for $71.8 million . During April, 2020, the PSA was amended so that only 11 of the Michigan SHOPs will be sold pursuant to this PSA for $11.8 million .In addition, the original deposit made by the buyer was reduced from $1.0 million to $0.3 million . The buyer has paid the $0.3 million deposit to the Company which is non-refundable under the amended PSA. The due diligence is completed with respect to the 11 Michigan SHOPs to be sold and there was no additional deposit made at the conclusion of the due diligence period. The closing is expected to occur shortly after the facilities, which are currently closed due to COVID-19, have been opened to the public in compliance with all applicable governmental orders and guidelines, but there can be no assurance as to when this will occur. There also can be no assurance that the sale of these properties will close under the proposed terms, or at all. The Company determined that the 11 Michigan SHOPs should be classified as held for sale as of March 31, 2020 and the 14 Michigan SHOPs were previously classified as held for sale as of December 31, 2019. An impairment charge of $22.6 million had previously been taken with respect to the 14 Michigan SHOPs during the three months ended September 30, 2019. As a result of the change in the asset group and sales price, the Company recognized an incremental impairment charge of $18.0 million in the three months ended March 31, 2020 bringing the cumulative impairment on the now 11 Michigan SHOPs to $40.7 million , representing the amount by which the carrying amount of the 11 Michigan SHOPs exceeded the Company’s estimate of the net sales price for those 11 properties. As a result, the three remaining Michigan SHOPs no longer qualify as held for sale and were reclassified to assets held for use at their original carrying values as of March 31, 2020 and an additional $0.7 million in catch-up depreciation has been recorded in the three month period ended March 31, 2020. As of March 31, 2020 , for the 11 Michigan SHOPs that are classified as held for sale, seven Michigan SHOPs were part of the borrowing base of the Credit Facility, one was mortgaged under the Fannie Mae Master Credit Facilities (as defined below) and three were unencumbered. Balance Sheet Details - Assets Held for Sale The following table details the major classes of assets associated with the properties that are classified as held for sale as of March 31, 2020 and December 31, 2018: (In thousands) March 31, 2020 December 31, 2019 Land $ 797 $ 4,051 Buildings, fixtures and improvements 9,987 66,788 Assets held for sale $ 10,784 $ 70,839 Assets Held for Use and Related Impairments When circumstances indicate the carrying value of a property classified as held for use may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. If a triggering event is identified, the Company considers the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values. Where more than one possible scenario exists, the Company uses a probability weighted approach in estimating cash flows. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future. If the undiscounted cash flows over the expected hold period are less than the carrying value, the Company reflects an impairment charge to write the asset down to its fair value. The Company owns held for use properties for which the Company may from time to time reconsider the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values. Where more than one possible scenario exists, the Company uses a probability weighted approach. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future. The Company did not record any impairment charges for held for use assets during the three months ended March 31, 2020 and 2019. However, as of December 31, 2019, the Company was actively considering plans to sell three assets in Florida including the recently completed development project in Jupiter, Florida and its two skilled nursing facilities in Lutz, Florida and Wellington, Florida. The Company began marketing the properties in 2020, but there can be no assurance these properties will be sold on favorable terms, or at all. During the three month period ended December 31, 2019, the Company recorded an impairment charge of $33.3 million to write these properties down to their fair market values. See “Assets Held for Use and Related Impairments” below for the year ended December 31, 2019 for more information. The LaSalle Tenant The Company is currently in the process of replacing the LaSalle Tenant and transitioning four triple-net leased properties in Texas (collectively, the “LaSalle Tenant”) from the triple-net leased healthcare facilities segment to the SHOP segment, where they would be leased to one of the Company’s TRSs and operated and managed on the Company’s behalf by a third-party operator. In January 2018, the Company entered into an agreement with the LaSalle Tenant in which the Company agreed to forbear from exercising legal remedies, including staying a lawsuit against the LaSalle Tenant, as long as the LaSalle Tenant paid the amounts due for rent and property taxes on an updated payment schedule pursuant to a forbearance agreement. As of March 31, 2020 , the LaSalle Tenant remains in default of the forbearance agreement and owes the Company $8.2 million of rent, property taxes, late fees, and interest receivable thereunder. The Company has the entire receivable balance, including any monetary damages, and related income from the LaSalle Tenant fully reserved as of March 31, 2020 . The Company incurred $0.3 million of bad debt expense, including straight-line rent write-offs, related to the LaSalle Tenant during the three months ended March 31, 2020 , which is included in revenue from tenants on the consolidated statement of operations and comprehensive loss. The Company incurred $1.0 million of bad debt expense, including straight-line rent write-offs, related to the LaSalle Tenant during the three months ended March 31, 2019 . On February 15, 2019, the Company filed an amended petition in Texas state court seeking the appointment of a receiver to manage the operations at these properties and for recovery of damages for the various breaches by the LaSalle Tenant. Subsequently The LaSalle Group Inc., a guarantor of certain of the LaSalle Tenant’s lease obligations (the “LaSalle Guarantor”), filed for voluntarily relief under chapter 11 of the United States Bankruptcy Code. The Company severed its claims against the LaSalle Guarantor from the action against the LaSalle Tenant. On August 27, 2019, the court awarded the Company monetary damages on its claims against the LaSalle Tenant in an amount equal to $7.7 million plus interest. On October 30, 2019, the court entered into an order appointing a receiver. This receiver is empowered to replace the LaSalle Tenant with a new tenant and operator at the properties, and, on February 15, 2020, the receiver took operational control of the properties. The Company is currently working with the receiver and the Company’s designated third-party operator in a manner that will allow the Company to transition the properties to its SHOP operating segment during 2020. When the Company receives the regulatory licenses, and the transition is complete, the Company will gain more control over the operations of the applicable properties, and the Company believes this will allow the Company to improve performance and the cash flows generated by the properties. There can be no assurance, however, that the Company will be able to complete this transition on a timely basis, or at all, and that completing this transition will result in the Company achieving its operational objectives. The NuVista Tenant The Company had tenants at two of its Florida properties located in Lutz and Wellington Florida (collectively, the “NuVista Tenant”) that were in default under their leases beginning from July 2017. On January 1, 2018 the property was transitioned to the SHOP segment when the Company replaced the NuVista Tenant as tenant at the Lutz, Florida property with a taxable REIT subsidiary (“TRS”) and engaged a third-party operator to operate the property. As a result, the property was transitioned to the SHOP segment as of January 1, 2018. This structure is permitted by the REIT rules, under which a REIT may lease qualified healthcare properties on an arm’s length basis to a TRS if the property is operated on behalf of such subsidiary by an entity who qualifies as an eligible independent contractor. At the property located in Wellington, Florida, the Company and the tenant entered into an operations transfer agreement (the “OTA”) pursuant to which the Company and the tenant agreed to cooperate in transitioning operations at the property to a third party operator selected by the Company. On February 19, 2019, in response to litigation commenced by the Company against the NuVista Tenant to enforce the OTA, the United States District Court for the Southern District of Florida entered into an agreed order (the “Order”) pursuant to which it found that the NuVista Tenant was in default under the lease for the property and that the OTA was valid, binding and in full force and effect, as modified by the Order. Subsequent to the entry into the Order, the Company, its designated third-party operator and the NuVista Tenant transitioned operations at the property to the Company’s designated third-party operator. The Company’s designated third-party operator received its license to operate the facility on April 1, 2019 and is in operational control of the property. On May 20, 2019, the court entered into a final order from the court terminating the existing lease with the NuVista Tenant. Following entry into the order, the property in Wellington, Florida transitioned to the SHOP segment as of April 1, 2019. In connection with this transition, the Company replaced the NuVista Tenant as a tenant with a TRS, and engaged a third-party operator to operate the property. During the year end December 31, 2019 the company received $1.6 million |
Mortgage Notes Payable, Net
Mortgage Notes Payable, Net | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | Mortgage Notes Payable, Net The following table reflects the Company’s mortgage notes payable as of March 31, 2020 and December 31, 2019 : Outstanding Loan Amount as of Effective Interest Rate as of Portfolio Encumbered Properties (1) March 31, December 31, 2019 March 31, December 31, 2019 Interest Rate Maturity (In thousands) (In thousands) Palm Valley Medical Plaza - Goodyear, AZ 1 $ 3,084 $ 3,112 4.15 % 4.15 % Fixed Jun. 2023 Medical Center V - Peoria, AZ 1 2,860 2,884 4.75 % 4.75 % Fixed Sep. 2023 Fox Ridge Bryant - Bryant, AR 1 7,246 7,283 3.98 % 3.98 % Fixed May 2047 Fox Ridge Chenal - Little Rock, AR 1 16,620 16,695 3.98 % 3.98 % Fixed May 2049 Fox Ridge North Little Rock - North Little Rock, AR 1 10,312 10,359 3.98 % 3.98 % Fixed May 2049 Capital One MOB Loan 35 378,500 378,500 3.66 % 3.66 % Fixed 3 Dec. 2026 Multi-Property CMBS Loan 21 118,700 118,700 4.60 % 4.60 % Fixed May 2028 Shiloh - Illinois (4) 1 13,883 — 4.34 % — % Fixed March 2026 Gross mortgage notes payable 62 551,205 537,533 3.91 % 3.90 % (2) Deferred financing costs, net of accumulated amortization (5) (7,612 ) (7,718 ) Mortgage premiums and discounts, net (1,516 ) (1,531 ) Mortgage notes payable, net $ 542,077 $ 528,284 _____________ (1) Does not include real estate assets mortgaged to secure advances under the Fannie Mae Master Credit Facilities or eligible unencumbered real estate assets comprising the borrowing base of the Credit Facility (as defined below) . The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the real estate assets comprising the borrowing base have been pledged for the benefit of the lenders thereunder (see Note 5 — Credit Facilities for additional details). (2) Calculated on a weighted average basis for all mortgages outstanding as of March 31, 2020 and December 31, 2019 . For the LIBOR based loans, LIBOR in effect at the balance sheet date was utilized. For the Capital One MOB Loan, the effective rate does not include the effect of amortizing the amount paid to terminate the previous pay-fixed swap. See Note 7 — Derivatives and Hedging Activities for additional details. (3) Variable rate loan, based on 30-day LIBOR, which is fixed as a result of entering into “pay-fixed” interest rate swap agreements . In connection with the amendment to this loan in December 2019 (see additional details below), the Company terminated the previous interest rate swap agreements and entered into new interest rate swap agreements ( see Note 7 — Derivatives and Hedging Activities for additional details). (4) The Company assumed this fixed rate mortgage when it acquired a property during the three months ended March 31, 2020 . (5) Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. As of March 31, 2020 , the Company had pledged $0.9 billion in total real estate investments, at cost, as collateral for its $0.6 billion of gross mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable secured by these properties. The Company makes payments of principal and interest, or interest only, depending upon the specific requirements of each mortgage note, on a monthly basis. Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants, including debt service coverage ratios. As of March 31, 2020 , the Company was in compliance with these financial covenants. See Note 5 — Credit Facilities - Future Principal Payment and LIBOR Transition for schedule of principal payment requirements of the Company’s Mortgage Notes and Credit Facilities and discussion of the expected cessation of LIBOR publication. |
Credit Facilities
Credit Facilities | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Note 5 — Credit Facilities The Company had the following credit facilities outstanding as of March 31, 2020 and December 31, 2019 : Outstanding Facility Amount as of Effective Interest Rate Credit Facility Encumbered Properties (1) March 31, December 31, 2019 March 31, December 31, 2019 Interest Rate Maturity (In thousands) (In thousands) Credit Facility: Revolving Credit Facility $ 195,618 $ 100,618 3.27 % 4.08 % Variable Mar. 2023 Term Loan 150,000 150,000 3.63 % 4.05 % Fixed (6) Mar. 2024 Deferred financing costs (4,394 ) (4,671 ) Term Loan, net 145,606 145,329 Total Credit Facility 91 (2) $ 341,224 $ 245,947 Fannie Mae Master Credit Facilities: Capital One Facility 12 (3) $ 216,614 $ 216,614 3.93 % 4.17 % Variable (7) Nov. 2026 KeyBank Facility 10 (4) 142,708 142,708 3.98 % 4.22 % Variable (7) Nov. 2026 Total Fannie Mae Master Credit Facilities 22 $ 359,322 $ 359,322 Total Credit Facilities 113 $ 700,546 $ 605,269 3.80 % 4.14 % (5) _______________ (1) Encumbered properties are as of March 31, 2020 . (2) The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base of the Credit Facility (as defined below) have been pledged for the benefit of the lenders thereunder. (3) Secured by first-priority mortgages on 12 of the Company’s seniors housing properties located in Florida, Georgia, Iowa and Michigan as of March 31, 2020 with a carrying value of $344 million . (4) Secured by first-priority mortgages on ten of the Company’s seniors housing properties located in Michigan, Missouri, Kansas, California, Florida, Georgia and Iowa as of March 31, 2020 with a carrying value of $252 million . (5) Calculated on a weighted average basis for all credit facilities outstanding as of March 31, 2020 and December 31, 2019 . (6) Variable rate loan, based on LIBOR, all of which was fixed as a result of entering into “pay-fixed” interest rate swap agreements ( see Note 7 — Derivatives and Hedging Activities for additional details). (7) Variable rate loan which is capped as a result of entering into interest rate cap agreements ( see Note 7 — Derivatives and Hedging Activities for additional details). As of March 31, 2020, the carrying value of our real estate investments, at cost was $2.6 billion , with $0.9 billion of this asset value pledged as collateral for mortgage notes payable, $0.5 billion of this asset value pledged to secure advances under the Fannie Mae Master Credit Facilities and $1.3 billion of this asset value comprising the borrowing base of the Credit Facility. These real estate assets are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, unless the existing indebtedness associated with these properties is first satisfied. Unencumbered and not pledged real estate investments, as of March 31, 2020 was $302.1 million , although there can be no assurance as to the amount of liquidity we would be able to generate from using these unencumbered assets as collateral for mortgage loans or adding them to the borrowing base of our Credit Facility. Credit Facility On March 21, 2014, the Company, through the OP, entered into a senior secured revolving credit facility (as amended from time to time, the “Prior Credit Facility”). On March 13, 2019, the Company entered into a new senior secured credit facility (the ‘‘Credit Facility’’) by amending and restating the Prior Credit Facility prior to its maturity on March 21, 2019. The total commitments under the Credit Facility are $630.0 million and include an uncommitted “accordion feature” whereby, upon the Company’s request, but at the sole discretion of the participating lenders, the commitments under the Credit Facility may be increased by up to an additional $370.0 million up to a total of $1.0 billion . The Credit Facility consists of two components, a revolving credit facility (the “Revolving Credit Facility”) and a term loan (the “Term Loan”). The Revolving Credit Facility is interest-only and matures on March 13, 2023, subject to a one -year extension at the Company’s option. The Term Loan is interest-only and matures on March 13, 2024. The Revolving Credit Facility has total commitments of up to $480.0 million , and the Term Loan has total commitments of up to $150.0 million (both excluding the accordion feature). The amount available for borrowings under the Credit Facility is based on the lesser of (1) 55% of the value (or in certain cases cost) of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (2) a maximum amount permitted to maintain a minimum debt service coverage ratio with respect to the borrowing base, in each case, as of the determination date. Like the Prior Credit Facility, the Credit Facility is secured by a pledged pool of the equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base thereunder. After the closing of the Credit Facility, the 65 properties that had comprised the borrowing base under the Prior Credit Facility comprised the borrowing base under the Credit Facility. The Company has the option to have amounts outstanding under the Revolving Credit Facility bear interest at a rate per annum equal to either: (a) LIBOR, plus an applicable margin that ranges, depending on the Company’s leverage, from 1.60% to 2.20% ; or (b) the Base Rate (as defined in the Credit Facility), plus an applicable margin that ranges, depending on the Company’s leverage, from 0.35% to 0.95% . The Base Rate is defined in the Credit Facility as the greatest of (a) the fluctuating annual rate of interest announced from time to time by the agent as its “prime rate”, (b) 0.5% above the Federal Funds Effective Rate or (c) the then applicable LIBOR for a one-month interest period plus 1.0% per annum. The Company has the option to have amounts outstanding under the Term Loan bear interest at a rate per annum equal to either: (a) LIBOR, plus an applicable margin that ranges, depending on the Company’s leverage, from 1.55% to 2.15% ; or (b) the Base Rate (as defined in the paragraph above), plus an applicable margin that ranges, depending on the Company’s leverage, from 0.30% to 0.90% . On April 15, 2019, the Company entered into “pay-fixed” interest rate swaps on the Term Loan, resulting in a weighted average fixed rate of 2.3% plus applicable margin under the Credit Facility. As of March 31, 2020 , the Revolving Credit Facility and the Term Loan had an effective interest rate per annum equal to 3.27% and 3.63% , respectively. The Credit Facility contains customary representations, warranties, as well as affirmative and negative covenants. As of March 31, 2020 , the Company was in compliance with the financial covenants under the Credit Facility, and, as of the date of the closing thereunder, the Company was in compliance with the financial covenants under the Prior Credit Facility. As of March 31, 2020 , $150.0 million was outstanding under the Term Loan, while $195.6 million was outstanding under the Revolving Credit Facility and the unused borrowing availability under the Revolving Credit Facility was $37.4 million . Availability of borrowings is based on a pool of eligible otherwise unencumbered real estate assets comprising the borrowing base thereunder. The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base of the Revolving Credit Facility have been pledged for the benefit of the lenders thereunder. Prior to an amendment to the Credit Facility dated March 24, 2020, until January 1, 2020, the Company was not permitted to increase the rate at which it paid distributions to holders of its common stock (or make other amendments or modifications, including, without limitation, changing the timing or frequency of distribution payments), and, from and after January 1, 2020, the Company would have been subject to a provision in the Credit Facility restricting the Company from paying distributions (as defined in the Credit Facility) in any fiscal quarter that, when added to the aggregate amount of distribution payments in the same fiscal quarter and the preceding three fiscal quarters (calculated on an annualized basis during the first three fiscal quarters for which the provisions were in effect and otherwise in accordance with our Credit Facility), exceed 95% of Modified FFO (as defined in the Credit Facility which is different from MFFO as disclosed in this Quarterly Report on Form 10-Q) during the applicable period. Following the amendment, the restriction on the Company’s ability to increase the rate at which it pays distributions that would only have applied until January 1, 2020 will continue to apply until January 1, 2022, unless the Company has elected for the limit on paying distributions in excess of 95% of Modified FFO to apply. This restriction does not prevent the Company from issuing additional shares of common stock, Series A Preferred Stock, or any other class or series of stock (including preferred stock with a higher dividend rate than Series A Preferred Stock). The amendment also provides that, in each fiscal quarter until the limit on paying distributions in excess of 95% of our Modified FFO applies, the Company will be subject to a similarly structured limit on paying distributions in excess of a percentage of our Modified FFO as set forth in the table below: Fiscal Quarter Percentage April 1, 2020 to June 30, 2020 115% July 1, 2020 to September 30, 2020 110% October 1, 2020 to December 31, 2020 110% January 1, 2021 to March 31, 2021 105% April 1, 2021 to June 30, 2021 105% July 1, 2021 to September 30, 2021 100% October 1, 2021 to December 31, 2021 100% The Company is not subject to any limit on paying distributions in excess of a percentage of Modified FFO during the fiscal quarter ended March 31, 2020, and the distributions paid during this quarter will not be applied to subsequent quarters. For these purposes, the limit on distributions and Modified FFO for each fiscal quarter will be calculated based only on the fiscal quarters that have elapsed from and after the fiscal quarter commencing on April 1, 2020. Beginning with the fiscal quarter commencing January 1, 2021, the limit on distributions and Modified FFO for each fiscal quarter will be calculated based on the four-quarter period ending with that fiscal quarter. Prior to the amendment, until the Company became subject to the limit on paying distributions in excess of 95% of Modified FFO, the Company was subject to a covenant requiring it to maintain a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $50.0 million , and the amount available for borrowings under the Credit Facility assuming the same borrowing base properties is lower. Following the amendment, even after the Company becomes subject to the limit on paying distributions in excess of 95% of Modified FFO, the Company will remain subject to the covenant requiring it to maintain a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $50.0 million , and the amount available for borrowings under the Credit Facility assuming the same borrowing base properties will remain the same. The Company’s ability to maintain compliance with the restrictions on the payment of distributions in the Credit Facility depends on its ability to increase the amount of cash generated from operations. If the Company does not increase the amount of cash it generates from operations, the Company’s ability to comply with the restrictions on the payment of distributions in the Credit Facility may be adversely affected, and the Company may be required to reduce the amount of dividends and other distributions paid in order to ensure compliance with the distribution limit restrictions of the Credit Facility. Fannie Mae Master Credit Facilities On October 31, 2016, the Company, through wholly-owned subsidiaries of the OP, entered into a master credit facility agreement relating to a secured credit facility with KeyBank (the “KeyBank Facility”) and a master credit facility agreement with Capital One for a secured credit facility with Capital One Multifamily Finance LLC, an affiliate of Capital One (the “Capital One Facility”; the Capital One Facility and the KeyBank Facility are referred to herein individually as a “Fannie Mae Master Credit Facility” and together as the “Fannie Mae Master Credit Facilities”). Advances made under these agreements are assigned by Capital One and KeyBank to Fannie Mae at closing for inclusion in Fannie Mae’s Multifamily MBS program. Effective October 31, 2016, in conjunction with the execution of the Fannie Mae Master Credit Facilities, the OP entered into two interest rate cap agreements with an unrelated third party, which caps LIBOR interest paid (not giving effect to the applicable margin) on amounts outstanding under the Fannie Mae Master Credit Facilities at a maximum of 3.5% . On October 2019, the Company replaced two maturing interest rate cap agreements, effective November 1, 2019 for a total notional amount of $88.7 million . The two interest rate caps agreements extend three existing interest rate caps set to mature on the same date and are not designated as hedges ( see Note 7 — Derivatives and Hedging Activities for additional disclosure regarding the Company’s derivatives). The Company may request future advances under the Fannie Mae Master Credit Facilities by borrowing against the value of the initial mortgaged properties, or by adding eligible properties to the collateral pool, subject to customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests. Future Principal Payments The following table summarizes the scheduled aggregate principal payments for the five years subsequent to March 31, 2020 and thereafter, on all of the Company’s outstanding debt (mortgage notes payable and credit facilities): Future Principal (In thousands) Mortgage Notes Payable Credit Facilities Total 2020 (remainder) $ 837 $ — $ 837 2021 1,191 130 1,321 2022 1,241 2,820 4,061 2023 6,383 200,115 206,498 2024 1,094 154,497 155,591 Thereafter 540,459 347,378 887,837 Total $ 551,205 $ 704,940 $ 1,256,145 LIBOR Transition It is anticipated that LIBOR will only be available in substantially its current form until the end of 2021. The Company has mortgages, credit facilities and derivative agreements that have terms that are based on LIBOR. Certain of those agreements have alternative rates already contained in the agreements while others do not. The Company anticipates that it will either utilize the alternative rates contained in the agreements (e.g., the Base Rate under the Credit Facility) or negotiate a replacement reference rates for LIBOR with the lenders and derivative counterparties. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6 — Fair Value of Financial Instruments GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below: 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. Financial Instruments Measured at Fair Value on a Recurring Basis Derivative Instruments Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of March 31, 2020 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. The following table presents information about the Company’s assets and liabilities measured at fair value as of March 31, 2020 and December 31, 2019 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Significant Significant Unobservable Inputs Total March 31, 2020 Derivative assets, at fair value $ — $ 66 $ — $ 66 Derivative liabilities, at fair value — 42,405 — 42,405 Total $ — $ 42,471 $ — $ 42,471 December 31, 2019 Derivative assets, at fair value $ — $ 392 $ — $ 392 Derivative liabilities, at fair value — 5,305 — 5,305 Total $ — $ 5,697 $ — $ 5,697 A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2020 . Real Estate Investments Measured at Fair Value on a Non-Recurring Basis Real Estate Investments - Held for Use The Company also had impaired real estate investments held for use, which were carried at fair value on a non-recurring basis on the consolidated balance sheet as of March 31, 2020 . As of March 31, 2020 , the Company owned held for use properties for which the Company had reconsidered the projected cash flows due to various performance indicators. As a result, the Company evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. As a result of this evaluation and its consideration of impairment, the Company did not record any impairments for its held for use real estate investments during the quarter ended March 31, 2020. The Company primarily uses a market approach to estimate the future cash flows expected to be generated. Impaired real estate investments held for use are generally classified in Level 3 of the fair value hierarchy. Real Estate Investments - Held for Sale The Company has impaired real estate investments held for sale, which are carried at fair value on a non-recurring basis on the consolidated balance sheets as of March 31, 2020 and December 31, 2019 . Impaired real estate investments held for sale are generally classified in Level 3 of the fair value hierarchy. Financial Instruments Not Measured at Fair Value The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair values of short-term financial instruments such as cash and cash equivalents, restricted cash, straight-line rent receivable, net, prepaid expenses and other assets, deferred costs, net, accounts payable and accrued expenses, deferred rent and distributions payable approximate 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: March 31, 2020 December 31, 2019 (In thousands) Level Carrying Amount Fair Value Carrying Amount Fair Value Gross mortgage notes payable and mortgage premium and discounts, net 3 $ 551,205 $ 542,541 $ 537,533 $ 545,414 Credit Facility 3 $ 345,618 $ 340,243 $ 250,618 $ 250,618 Fannie Mae Master Credit Facilities 3 $ 359,322 $ 350,129 $ 359,322 $ 370,122 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Note 7 — Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company may use derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. Additionally, in using interest rate derivatives, the Company aims to add stability to interest expense and to manage its exposure to interest rate movements. The Company does not intend to utilize derivatives for speculative purposes or purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company, and its affiliates, may also have other financial relationships. The Company does not anticipate that any of its counterparties will fail to meet their obligations. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2020 and December 31, 2019 : (In thousands) Balance Sheet Location March 31, December 31, 2019 Derivatives designated as hedging instruments: Interest rate “pay-fixed” swaps Derivative assets, at fair value $ — $ 377 Interest rate “pay-fixed” swaps Derivative liabilities, at fair value $ 42,405 $ 5,305 Derivatives not designated as hedging instruments: Interest rate caps Derivative assets, at fair value $ 66 $ 15 Cash Flow Hedges of Interest Rate Risk The Company currently has nine interest rate swaps that are designated as cash flow hedges. The interest rate swaps are used as part of the Company’s interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2020 and 2019, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. In connection with the refinancing of the MOB Loan during the fourth quarter of 2019, the Company terminated two interest rate swaps with an aggregate notional amount of $250.0 million for a payment of approximately $2.2 million . Following these terminations, $2.2 million was recorded in AOCI and is being recorded as an adjustment to interest expense over the term of the two terminated swaps and the MOB Loan prior to its refinancing. Of the amount recorded in AOCI following these terminations, $0.2 million was recorded as an increase to interest expense for the three months ended March 31, 2020 and approximately $1.9 million remained in AOCI as of March 31, 2020 . Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, from April 1, 2020 through March 31, 2021, the Company estimates that $9.5 million will be reclassified from other comprehensive loss as an increase to interest expense. As of March 31, 2020 and December 31, 2019 , the Company had the following derivatives that were designated as cash flow hedges of interest rate risk: March 31, 2020 December 31, 2019 Interest Rate Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate “pay-fixed” swaps 9 $ 578,500 9 $ 578,500 The table below details the location in the financial statements of the loss recognized on interest rate derivatives designated as cash flow hedges for the periods presented: Three Months Ended March 31, (In thousands) 2020 2019 Amount of loss recognized in accumulated other comprehensive loss on interest rate derivatives $ (37,715 ) $ (2,028 ) Amount of (loss) gain reclassified from accumulated other comprehensive income into income as interest expense (effective portion) $ (450 ) $ 391 Total amount of interest expense presented in the $ (13,257 ) $ (13,943 ) Non-Designated Derivatives These derivatives are used to manage the Company’s exposure to interest rate movements, but do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under a qualifying hedging relationship are recorded directly to net loss and were a gain of $16,000 and a loss of $43,000 for the three months ended March 31, 2020 and March 31, 2019 , respectively. The Company paid $34,000 to enter into an interest rate cap contract during the three months ended March 31, 2020 with an effective date of April 1, 2020 and notional value of $53.4 million to replace two expiring caps with similar amounts. As the cap was not yet effective as of March 31, 2020, it has been excluded from the notional amount in the table below. The Company had the following outstanding interest rate derivatives that were not designated as hedges in qualified hedging relationships as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Interest Rate Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate caps 7 $ 359,322 6 $ 359,322 Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of March 31, 2020 and December 31, 2019 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheet. Gross Amounts Not Offset in the Consolidated Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount March 31, 2020 $ 66 $ (42,405 ) $ — $ (42,339 ) $ — $ — $ (42,339 ) December 31, 2019 $ 392 $ (5,305 ) $ — $ (4,913 ) $ — $ — $ (4,913 ) Credit-risk-related Contingent Features The Company has agreements in place with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of March 31, 2020 , the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $44.9 million . As of March 31, 2020 , the Company is not required to post any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $44.9 million at March 31, 2020 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock As of March 31, 2020 and December 31, 2019 , the Company had 92,012,616 and 92,356,664 shares of common stock outstanding, respectively, including unvested restricted shares and shares issued pursuant to the Company’s distribution reinvestment plan (“DRIP”), net of share repurchases. On February 20, 2018, the Board authorized a decrease in the rate at which the Company pays monthly distributions to stockholders, effective as of March 1, 2018, to a rate equivalent to $0.85 per annum per share of common stock. 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 may further reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. On April 3, 2020, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2019 , which was approved by the Board on March 31, 2020 . The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually. Preferred Stock The Company is authorized to issue up to 50,000,000 shares of preferred stock. In connection with an underwritten offering in December 2019 (see details below), the Company classified and designated 1,610,000 shares of its authorized preferred stock as authorized shares of its Series A Preferred Stock as of December 31, 2019. The Company had 1,610,000 shares of Series A Preferred Stock issued and outstanding, as of December 31, 2019 and March 31, 2020. Dividends on Series A Preferred Stock accrue in an amount equal to $1.84375 per share each year ( $0.460938 per share per quarter) to Series A Preferred Stock holders, which is equivalent to 7.375% of the $25.00 liquidation preference per share of Series A Preferred Stock per annum. Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day to holders of record on the close of business on the record date set by the Company’s board of directors and declared by us. The first quarterly dividend for the Series A Preferred Stock was paid on January 15, 2020 and represented an accrual for less than a full quarter, covering the period from December 11, 2019 to December 31, 2019. Any accrued and unpaid dividends payable with respect to the Series A Preferred Stock become part of the liquidation preference thereof. Tender Offer On January 9, 2020, the Company announced a tender offer (the “2020 Tender Offer”) to purchase up to 200,000 shares of its common stock for cash at a purchase price equal to $8.50 per share with the proration period and withdrawal rights expiring February 7, 2020. The Company made the 2020 Tender Offer in response to an unsolicited offer to stockholders commenced on December 31, 2019. The 2020 Tender Offer expired in accordance with the terms on February 7, 2020. In accordance with the 2020 Tender Offer, the Company accepted for purchase 200,000 shares for a total cost of approximately $1.7 million , which was funded with available cash. Share Repurchase Program Under the Company’s share repurchase program (the “SRP”), as amended from time to time, qualifying stockholders are able 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 significant conditions and limitations. Repurchases of shares of the Company’s common stock, when requested, are at the sole discretion of the Board. Under the SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of the Company’s common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions are considered for repurchase. Additionally, pursuant to the SRP, the repurchase price per share equals 100% of the Estimated Per-Share NAV in effect on the last day of the fiscal semester, or the six-month period ending June 30 or December 31. The Company suspended the SRP during the pendency of the Tender Offer. On June 29, 2018, the Company announced the Board unanimously determined to reactivate the SRP, effective June 30, 2018. In connection with reactivating the SRP, the Board approved all repurchase requests received during the period from January 1, 2018 through the suspension of the SRP on March 13, 2018 (see table below for additional details). On January 29, 2019, the Company announced that the Board approved an amendment to the SRP changing the date on which any repurchases are to be made in respect of requests made during the period commencing March 13, 2018 up to and including December 31, 2018 to no later than March 31, 2019, rather than on or before the 31st day following December 31, 2018. This SRP amendment became effective on January 30, 2019. Additionally, on March 27, 2019, the Company announced that the Board approved an amendment to the SRP further extending the date on which any repurchases are to be made in respect of requests made during the period commencing March 13, 2018 up to and including December 31, 2018 to no later than April 30, 2019. This SRP amendment became effective on March 28, 2019 (see table below for details on cumulative shares repurchased pursuant to the SRP, including shares repurchased during 2019). On July 23, 2019, the Company announced that the Board approved a third amendment to the SRP, effective July 24, 2019, extending the date on which repurchases are able to be made in respect of requests made during the period commencing January 1, 2019 up to and including June 30, 2019 to no later than August 31, 2019, rather than on or before July 31, 2019. On August 20, 2019, the Company announced that the Board approved a fourth amendment to the SRP, effective August 22, 2019 extending the date on which repurchases are able to be made in respect of requests made during the period commencing January 1, 2019 up to and including June 30, 2019 to no later than October 31, 2019, rather than on or before August 31, 2019. The Company completed the repurchases on October 30, 2019. On January 9, 2020, the Company announced that the Board approved a fifth amendment to the SRP, effective January 10, 2020 extending the date on which repurchases are able to be made in respect of requests made during the period commencing July 1, 2019 up to and including December 31, 2019 to on or before March 16, 2020, rather than on or before January 31, 2020. On January 9, 2020, the Company also announced that the Board had suspended the SRP, and that it would not accept any repurchase requests or make any repurchases under the SRP during the pendency of the 2020 Tender Offer or for 10 business days thereafter. On February 26, 2020, the Company repurchased 505,101 shares of common stock for approximately $8.8 million , at an average price per share of $17.50 pursuant to the SRP. The repurchases reflect all repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing July 1, 2019 up to and including December 31, 2019. Pursuant to the SRP, repurchases are to be made in respect of requests made during the periods when the SRP was active during the active periods under the SRP during the six months ending June 30, 2020 - the period from January 1, 2020 to January 8, 2020 and the period from February 26, 2020 up to and including June 30, 2020 - no later than July 31, 2020. When a stockholder requests redemption and redemption is approved by the Board, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP have the status of authorized but unissued shares. The table below reflects the number of shares repurchased, under the SRP, cumulatively through March 31, 2020 . Number of Shares Repurchased Average Price per Share Cumulative repurchases as of December 31, 2019 (1) 4,391,519 $ 20.95 Three months ended March 31, 2020 (2) 505,101 $ 17.50 Cumulative repurchases as of March 31, 2020 4,896,620 $ 20.59 _________ (1) Repurchases made in 2019 include: (i) 656,433 common shares repurchased on April 30, 2019 with respect to 100% of repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing March 13, 2018 up to and including December 31, 2018 for $13.3 million at an average price per share of $20.25 and (ii) 446,830 shares of common stock repurchased for $7.8 million at an average price per share of $17.50 on October 30, 2019 with respect to 100% of repurchase requests made in good order following the death or qualifying disability of common stockholders during the period commencing January 1, 2019 up to and including June 30, 2019. (2) Includes 505,101 shares of common stock repurchased on February 26, 2020 with respect to requests received during the period commencing July 1, 2019 up to and including December 31, 2019 for $8.8 million at an average price per share of $17.50 . 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. The shares purchased pursuant to the DRIP have the same rights and are treated in the same manner as all of the other shares of outstanding common stock. The Board may designate that certain cash or other distributions be excluded from reinvestment pursuant to the DRIP. The Company has the right to amend 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 three months ended March 31, 2020 , the Company issued 0.4 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $6.3 million . The following table illustrates the changes in accumulated other comprehensive loss as of and for the period presented: (In thousands) Unrealized Gain on Designated Derivative Balance, December 31, 2019 $ (7,043 ) Other comprehensive income, before reclassifications (37,715 ) Amount of gain reclassified from accumulated other comprehensive loss 450 Balance, March 31, 2020 $ (44,308 ) |
Related Party Transactions and
Related Party Transactions and Arrangements | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements As of March 31, 2020 and December 31, 2019 , the Special Limited Partner 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. As of March 31, 2020 and December 31, 2019 , the Advisor held 90 partnership units in the OP designated as “OP Units” (“OP Units”). The limited partnership agreement of the OP allows for the special allocation, solely for tax purposes, of excess depreciation deductions of up to $10.0 million to the Advisor, a limited partner of the OP. In connection with this special allocation, the 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 Incurred in Connection with the Operations of the Company On February 17, 2017, the members of a special committee of the Board unanimously approved certain amendments to and a restatement of the then-effective advisory agreement, by and among the Company, the OP and the Advisor (the “Second A&R Advisory Agreement”). The Second A&R Advisory Agreement, which superseded, amended and restated the previously effective advisory agreement (the “Original A&R Advisory Agreement”), took effect on February 17, 2017. The initial term of the Second A&R Advisory Agreement expires February 17, 2027, and is automatically renewable for another ten -year term upon each ten -year anniversary unless the Second A&R Advisory Agreement is terminated (i) with notice of an election not to renew at least 365 days prior to the applicable tenth anniversary, (ii) in accordance with a change of control or a transition to self-management, (iii) by 67% of the independent directors of the Board for cause, without penalty, with 45 days’ notice or (iv) with 60 days prior written notice by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Second A&R Advisory Agreement or (b) any material breach of the Second A&R Advisory Agreement of any nature whatsoever by the Company. On July 25, 2019, the Company entered into Amendment No. 1 to the Second Amended and Restated Advisory Agreement (the “Advisory Agreement Amendment”) among the Company, the OP, and the Advisor. The Advisory Agreement Amendment was unanimously approved by the Company’s independent directors. Additional information on the Advisory Agreement Amendment is included later in this footnote. Acquisition Expense Reimbursements The Advisor may be 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 or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimburses the Advisor for third party acquisition expenses. Under the Second A&R Advisory Agreement, total acquisition expenses may not exceed 4.5% of the contract purchase price of the Company’s portfolio or 4.5% of the amount advanced for all loans or other investments. This threshold has not been exceeded through March 31, 2020. Asset Management Fees and Variable Management/Incentive Fees Under the limited partnership agreement of the OP and the advisory agreement that was superseded by the Original A&R Advisory Agreement and 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) to the Advisor partnership units of the OP designated as “Class B Units” (“Class B Units”). The Class B Units were intended to be profit interests and vest, and no longer are 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) another 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. Subject to approval by the Board, 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 was initially equal to $22.50 (the price in the Company’s initial public offering of common stock 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 March 31, 2020 , the Company cannot determine the probability of achieving the Performance Condition. The Advisor receives cash distributions on each issued Class B Unit equal to the distribution rate received on the Company’s common stock. These distributions on 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. The Board has previously approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement. The Board determined in February 2018 that Economic Hurdle had been satisfied, however none of the events have occurred, including a listing of the Company’s common stock on a national securities exchange, which would have satisfied the other vesting requirement of the Class B Units. Therefore, no expense has ever been recognized in connection with the Class B Units. On May 12, 2015, the Company, the OP and the Advisor entered into an amendment to the then-current advisory agreement, which, among other things, provided that the Company would cease causing the OP to issue Class B Units to the Advisor with respect to any period ending after March 31, 2015. Effective February 17, 2017, the Second A&R Advisory Agreement requires the Company to pay the Advisor a base management fee, which is payable on the first business day of each month. The fixed portion of the base management fee is equal to $1.625 million per month, while the variable portion of the base management fee is equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity (including convertible equity and certain convertible debt but excluding proceeds from the DRIP) issued by the Company and its subsidiaries subsequent to February 17, 2017 per month. The base management fee is payable to the Advisor or its assignees in cash, OP Units or shares, or a combination thereof, the form of payment to be determined at the discretion of the Advisor and the value of any OP Unit or share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In addition, the Second A&R Advisory Agreement requires the Company to pay the Advisor a variable management/incentive fee quarterly in arrears equal to (1) the product of fully diluted shares of common stock outstanding multiplied by (2) (x) 15.0% of the applicable prior quarter’s Core Earnings (as defined below) per share in excess of $0.375 per share plus (y) 10.0% of the applicable prior quarter’s Core Earnings per share in excess of $0.47 per share. Core Earnings is defined as, for the applicable period, net income or loss, computed in accordance with GAAP, excluding non-cash equity compensation expense, the variable management/incentive fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive income or loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent and any associated bad debt reserves, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses (in each case after discussions between the Advisor and the independent directors and approved by a majority of the independent directors). The variable management/incentive fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor and the value of any share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. No variable management incentive fee was incurred for the three months ended March 31, 2020 and 2019. Property Management Fees Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee on a monthly basis, equal to 1.5% of gross revenues from the Company’s stand-alone single-tenant net leased properties managed and 2.5% of gross revenues from all other types of properties managed, plus market-based leasing commissions applicable to the geographic location of the property. The Company also reimburses the Property Manager for property level expenses incurred by the Property Manager. The Property Manager may charge a separate fee for the one-time initial rent-up or leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties, and the Property Manager is allowed to receive a higher property management fee in certain cases if approved by our Board of Directors (including a majority of the independent directors). If the Company contracts directly with third parties for such services, the Company will pay the third party customary market fees and will pay the Property Manager an oversight fee of 1.0% of the gross revenues of the property managed by the third party. 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. If the Property Manager provides services other than those specified in the Property Management Agreement, the Company will pay the Property Manager a monthly fee equal to no more than that which the Company would pay to a third party that is not an affiliate of the Company or the Property Manager to provide the services. On February 17, 2017, the Company entered into the Amended and Restated Property Management and Leasing Agreement (the “A&R Property Management Agreement”) with the OP and the Property Manager. The A&R Property Management Agreement automatically renews for successive one -year terms unless any party provides written notice of its intention to terminate the A&R Property Management Agreement at least 90 days prior to the end of the term. Neither party provided notice of intent to terminate. The current term of the A&R Property Management Agreement expires February 17, 2021. The Property Manager may assign the A&R Property Management Agreement to any party with expertise in commercial real estate which has, together with its affiliates, over $100.0 million in assets under management. On April 10, 2018, in connection with the Multi-Property CMBS Loan, the Company and the OP entered into a further amendment to the A&R Property Management Agreement confirming, consistent with the intent of the parties, that the borrowers under the Multi-Property CMBS Loan and other subsidiaries of the OP that own or lease the Company’s properties are the direct obligors under the arrangements pursuant to which the Company’s properties are managed by either the Property Manager or a third party overseen by the Property Manager pursuant to the A&R Property Management Agreement. Professional Fees and Other Reimbursements The Company reimburses the Advisor’s costs of providing administrative services including personnel costs, except for costs to the extent that the employees perform services for which the Advisor receives a separate fee. This reimbursement includes reasonable overhead expenses for employees of the Advisor or its affiliates directly involved in the performance of services on behalf of the Company, including the reimbursement of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor. During the three months ended March 31, 2020 and 2019, the Company incurred $2.2 million and $2.7 million , respectively, of reimbursement expenses from the Advisor for providing administrative services. These reimbursement expenses are included in general and administrative expense on the consolidated statements of operations and comprehensive income (loss). On July 25, 2019, the Company entered into the Advisory Agreement Amendment. Under the Second A&R Advisory Agreement, including prior to the Advisory Agreement Amendment, the Company has been required to reimburse the Advisor for, among other things, reasonable salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, except for costs of employees to the extent that the employees perform services for which the Advisor receives a separate fee. The Advisory Agreement Amendment clarifies that, with respect to executive officers of the Advisor, the Company is required to reimburse the Advisor or its affiliates for the reasonable salaries and wages, benefits and overhead of the Company’s executive officers, other than for any executive officer that is also a partner, member or equity owner of AR Global, an affiliate of the Advisor. Further, under the Advisory Agreement Amendment, the aggregate amount of expenses relating to salaries, wages and benefits, including for executive officers and all other employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”), is limited to the greater of: (a) $6.8 million (the “Fixed Component”) and (b) the variable component (the “Variable Component”), which is defined in the Advisory Agreement Amendment as, for any fiscal year: (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four , which amount is then (ii) multiplied by 0.29% . In the event of a reduction in the Real Estate Cost by 25.0% or more pursuant to instructions from the Company’s board of directors, in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Advisory Agreement Amendment), then within 12 months following the disposition(s), the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component; provided that if the proceeds of the disposition(s) are paid to shareholders of the Company as a special distribution or used to repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in Investments, the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the reduced assets of the Company. Both the Fixed Component and the Variable Component will also be increased by an annual cost of living adjustment equal to the portion of the Capped Reimbursement Amount (as determined above) multiplied by the greater of (x) 3.0% and (y) the CPI for the prior year ended December 31st. For these purposes, CPI will be calculated by reference to the United States Department of Labor’s Bureau of Labor Statistics Consumer Price Index, All Urban Consumer Price Index, New York-Newark-Jersey City with reference date (1982-1984) that equals 100.0 or the successor of this index. Summary of fees, expenses and related payables 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 March 31, Payable (Receivable) as of 2020 2019 (In thousands) Incurred Incurred March 31, December 31, 2019 Non-recurring fees and reimbursements: Acquisition cost reimbursements $ 70 $ 18 $ 70 $ — Ongoing fees and reimbursements: Asset management fees 4,997 4,875 — 27 Property management fees 1,052 893 (30 ) (44 ) Professional fees and other reimbursements 2,493 (2) 2,875 (185 ) (3) (377 ) (3) Distributions on Class B Units (1) 76 75 — — Total related party operation fees and reimbursements $ 8,688 $ 8,736 $ (145 ) $ (394 ) _______________ (1) Prior to April 1, 2015, the Company caused the OP to issue (subject to periodic approval by the Board) to the Advisor restricted performance based Class B Units for asset management services. As of March 31, 2020 , the Board had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement. Effective April 1, 2015, the Company began paying an asset management fee to the Advisor or its assignees in cash, in shares, or a combination of both and no longer issues any Class B Units. (2) Includes $1.7 million related to the Capped Reimbursement Amount for the three months ended March 31, 2020 . (3) Balance includes a receivable of $0.4 million from the Advisor as of March 31, 2019 and $0.5 million at December 31, 2019, previously recorded in the fourth quarter of 2018, which, pursuant to authorization by the independent members of the Company’s board of directors, is payable over time during 2020. The first payment was received during the three months ended March 31, 2020. Fees and Participations Incurred in Connection with a Listing or the Liquidation of the Company’s Real Estate Assets Fees Incurred in Connection with a Listing If the common stock of the Company is listed on a national exchange, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive a subordinated incentive listing distribution from the OP equal to 15.0% of the amount by which the market value of all issued and outstanding shares of common stock plus distributions exceeds the aggregate capital contributed plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors in the Company’s initial public offering of common stock. No such distribution was incurred during the three months ended March 31, 2020 or 2019 . If the Special Limited Partner or any of its affiliates receives the subordinated incentive listing distribution the Special Limited Partner and its affiliates will no longer be entitled to receive the subordinated participation in net sales proceeds or the subordinated incentive termination distribution described below. Subordinated Participation in Net Sales Proceeds Upon a liquidation or sale of all or substantially all of the Company’s assets, including through a merger or sale of stock, 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 in the Company’s initial public offering of common stock plus payment to investors of a 6.0% cumulative, pre-tax non-compounded annual return on the capital contributed by investors. No such participation in net sales proceeds became due and payable during the three months ended March 31, 2020 or 2019 . Any amount of net sales proceeds paid to the Special Limited Partner or any of its affiliates prior to the Company’s listing or termination or non-renewal of the advisory agreement with the Advisor, as applicable, will reduce dollar for dollar the amount of the subordinated incentive listing distribution described above and subordinated incentive termination distribution described below. Termination Fees Under the operating partnership agreement of the OP, 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 a promissory note as evidence of its right to receive subordinated termination 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 in the Company’s initial public offering of common stock plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded annual return to investors. The Special Limited Partner is able to 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. If the Special Limited Partner or any of its affiliates receives the subordinated incentive termination distribution, the Special Limited Partner and its affiliates will no longer be entitled to receive the subordinated participation in net sales proceeds or the subordinated incentive listing distribution described above. Under the Second A&R Advisory Agreement, upon the termination or non-renewal of the agreement, the Advisor will be entitled to receive from the Company all amounts due to the Advisor, including any change of control fee and transition fee (both described below), as well as the then-present fair market value of the Advisor’s interest in the Company. All fees will be due within 30 days after the effective date of the termination of the Second A&R Advisory Agreement. Upon a termination by either party in connection with a change of control (as defined in the Second A&R Advisory Agreement), the Company would pay the Advisor a change of control fee equal to the product of four (4) and the “Subject Fees.” Upon a termination by the Company in connection with transition to self-management, the Company would pay the Advisor a transition fee equal to (i) $15.0 million plus (ii) the product of four multiplied by the Subject Fees, provided that the transition fee shall not exceed an amount equal (i) 4.5 multiplied by (ii) the Subject Fees. The Subject Fees are equal to (i) the product of four multiplied by the actual base management fee plus (ii) the product of four multiplied by the actual variable management/incentive fee, in each of clauses (i) and (ii), payable for the fiscal quarter immediately prior to the fiscal quarter in which the change of control occurs or the transition to self-management is consummated, as applicable, plus (iii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised (but excluding proceeds from the DRIP) in respect to the fiscal quarter immediately prior to the fiscal quarter in which the change of control occurs or the transition to self-management is consummated, as applicable. The right to termination of the Second A&R Advisory Agreement in connection with a change of control or transition to self-management is subject to a lockout period that requires the notice of any termination in connection with a change of control or transition to self-management to be delivered after February 14, 2019. |
Economic Dependency
Economic Dependency | 3 Months Ended |
Mar. 31, 2020 | |
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 and asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting 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 | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | -Based Compensation Restricted Share Plan The Company has adopted an employee and director incentive restricted share plan (as amended from time to time, the “RSP”), which provides the Company with the ability to grant awards of restricted shares of common stock (“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 shares of common stock that may be subject to awards 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). Prior to August 2017, the RSP provided for an automatic grant of 1,333 restricted shares to each of the independent directors, without any further approval by the Board or the stockholders, on the date of his or her initial election to the Board and thereafter on the date of each annual stockholder meeting. The restricted shares granted as annual automatic awards prior to August 2017 were subject to vesting over a five -year period following the date of grant. In August 2017, the Board amended the RSP to provide that the number of restricted shares comprising the automatic annual award to each of the independent directors would be equal to the quotient of $30,000 divided by the then-current Estimated Per-Share NAV and subsequently amended and restated the RSP to eliminate the automatic annual awards and to make other revisions related to the implementation of a new independent director equity compensation program. As part of this new independent director equity compensation program, the Board approved a one-time grant of restricted share awards to the independent directors as follows: (i) 300,000 restricted shares to the chairman, with one-seventh of the shares vesting annually in equal increments over a seven -year period with initial vesting on August 4, 2018; and (ii) 25,000 restricted shares to each of the three other independent directors, with one-fifth of the shares vesting annually in equal increments over a five -year period with initial vesting on August 4, 2018. In connection with these one-time grants, the restricted shares granted as automatic annual awards in connection with the Company’s 2017 annual meeting of stockholders on July 21, 2017 were forfeited. In connection with his election to the Board in July 2019, B.J. Penn received an award of 15,000 restricted shares vesting annually in equal increments over a three-year period with initial vesting on August 4, 2020. 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 are subject to the same restrictions as the underlying restricted shares. The following table reflects the amount of restricted shares outstanding as of March 31, 2020 and activity for the period presented: Number of Shares of Common Stock Weighted Average Issue Price Unvested, December 31, 2019 277,241 $ 21.18 Vested — — Granted — — Forfeitures — — Unvested, March 31, 2020 277,241 21.63 As of March 31, 2020 , the Company had $5.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the RSP. This cost will be recognized over a weighted-average period of 3.9 years . Compensation expense related to restricted shares was approximately $0.3 million and $0.3 million for the three months ended March 31, 2020 and 2019 . Compensation expense related to restricted shares is recorded as general and administrative expense in the accompanying consolidated statements 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 shares issued in lieu of cash compensation since these payments in lieu of cash relate to fees earned for services performed. No such shares were issued during the three months ended March 31, 2020 or 2019 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Stockholders’ Equity Common Stock As of March 31, 2020 and December 31, 2019 , the Company had 92,012,616 and 92,356,664 shares of common stock outstanding, respectively, including unvested restricted shares and shares issued pursuant to the Company’s distribution reinvestment plan (“DRIP”), net of share repurchases. On February 20, 2018, the Board authorized a decrease in the rate at which the Company pays monthly distributions to stockholders, effective as of March 1, 2018, to a rate equivalent to $0.85 per annum per share of common stock. 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 may further reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. On April 3, 2020, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2019 , which was approved by the Board on March 31, 2020 . The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually. Preferred Stock The Company is authorized to issue up to 50,000,000 shares of preferred stock. In connection with an underwritten offering in December 2019 (see details below), the Company classified and designated 1,610,000 shares of its authorized preferred stock as authorized shares of its Series A Preferred Stock as of December 31, 2019. The Company had 1,610,000 shares of Series A Preferred Stock issued and outstanding, as of December 31, 2019 and March 31, 2020. Dividends on Series A Preferred Stock accrue in an amount equal to $1.84375 per share each year ( $0.460938 per share per quarter) to Series A Preferred Stock holders, which is equivalent to 7.375% of the $25.00 liquidation preference per share of Series A Preferred Stock per annum. Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day to holders of record on the close of business on the record date set by the Company’s board of directors and declared by us. The first quarterly dividend for the Series A Preferred Stock was paid on January 15, 2020 and represented an accrual for less than a full quarter, covering the period from December 11, 2019 to December 31, 2019. Any accrued and unpaid dividends payable with respect to the Series A Preferred Stock become part of the liquidation preference thereof. Tender Offer On January 9, 2020, the Company announced a tender offer (the “2020 Tender Offer”) to purchase up to 200,000 shares of its common stock for cash at a purchase price equal to $8.50 per share with the proration period and withdrawal rights expiring February 7, 2020. The Company made the 2020 Tender Offer in response to an unsolicited offer to stockholders commenced on December 31, 2019. The 2020 Tender Offer expired in accordance with the terms on February 7, 2020. In accordance with the 2020 Tender Offer, the Company accepted for purchase 200,000 shares for a total cost of approximately $1.7 million , which was funded with available cash. Share Repurchase Program Under the Company’s share repurchase program (the “SRP”), as amended from time to time, qualifying stockholders are able 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 significant conditions and limitations. Repurchases of shares of the Company’s common stock, when requested, are at the sole discretion of the Board. Under the SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of the Company’s common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions are considered for repurchase. Additionally, pursuant to the SRP, the repurchase price per share equals 100% of the Estimated Per-Share NAV in effect on the last day of the fiscal semester, or the six-month period ending June 30 or December 31. The Company suspended the SRP during the pendency of the Tender Offer. On June 29, 2018, the Company announced the Board unanimously determined to reactivate the SRP, effective June 30, 2018. In connection with reactivating the SRP, the Board approved all repurchase requests received during the period from January 1, 2018 through the suspension of the SRP on March 13, 2018 (see table below for additional details). On January 29, 2019, the Company announced that the Board approved an amendment to the SRP changing the date on which any repurchases are to be made in respect of requests made during the period commencing March 13, 2018 up to and including December 31, 2018 to no later than March 31, 2019, rather than on or before the 31st day following December 31, 2018. This SRP amendment became effective on January 30, 2019. Additionally, on March 27, 2019, the Company announced that the Board approved an amendment to the SRP further extending the date on which any repurchases are to be made in respect of requests made during the period commencing March 13, 2018 up to and including December 31, 2018 to no later than April 30, 2019. This SRP amendment became effective on March 28, 2019 (see table below for details on cumulative shares repurchased pursuant to the SRP, including shares repurchased during 2019). On July 23, 2019, the Company announced that the Board approved a third amendment to the SRP, effective July 24, 2019, extending the date on which repurchases are able to be made in respect of requests made during the period commencing January 1, 2019 up to and including June 30, 2019 to no later than August 31, 2019, rather than on or before July 31, 2019. On August 20, 2019, the Company announced that the Board approved a fourth amendment to the SRP, effective August 22, 2019 extending the date on which repurchases are able to be made in respect of requests made during the period commencing January 1, 2019 up to and including June 30, 2019 to no later than October 31, 2019, rather than on or before August 31, 2019. The Company completed the repurchases on October 30, 2019. On January 9, 2020, the Company announced that the Board approved a fifth amendment to the SRP, effective January 10, 2020 extending the date on which repurchases are able to be made in respect of requests made during the period commencing July 1, 2019 up to and including December 31, 2019 to on or before March 16, 2020, rather than on or before January 31, 2020. On January 9, 2020, the Company also announced that the Board had suspended the SRP, and that it would not accept any repurchase requests or make any repurchases under the SRP during the pendency of the 2020 Tender Offer or for 10 business days thereafter. On February 26, 2020, the Company repurchased 505,101 shares of common stock for approximately $8.8 million , at an average price per share of $17.50 pursuant to the SRP. The repurchases reflect all repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing July 1, 2019 up to and including December 31, 2019. Pursuant to the SRP, repurchases are to be made in respect of requests made during the periods when the SRP was active during the active periods under the SRP during the six months ending June 30, 2020 - the period from January 1, 2020 to January 8, 2020 and the period from February 26, 2020 up to and including June 30, 2020 - no later than July 31, 2020. When a stockholder requests redemption and redemption is approved by the Board, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP have the status of authorized but unissued shares. The table below reflects the number of shares repurchased, under the SRP, cumulatively through March 31, 2020 . Number of Shares Repurchased Average Price per Share Cumulative repurchases as of December 31, 2019 (1) 4,391,519 $ 20.95 Three months ended March 31, 2020 (2) 505,101 $ 17.50 Cumulative repurchases as of March 31, 2020 4,896,620 $ 20.59 _________ (1) Repurchases made in 2019 include: (i) 656,433 common shares repurchased on April 30, 2019 with respect to 100% of repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing March 13, 2018 up to and including December 31, 2018 for $13.3 million at an average price per share of $20.25 and (ii) 446,830 shares of common stock repurchased for $7.8 million at an average price per share of $17.50 on October 30, 2019 with respect to 100% of repurchase requests made in good order following the death or qualifying disability of common stockholders during the period commencing January 1, 2019 up to and including June 30, 2019. (2) Includes 505,101 shares of common stock repurchased on February 26, 2020 with respect to requests received during the period commencing July 1, 2019 up to and including December 31, 2019 for $8.8 million at an average price per share of $17.50 . 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. The shares purchased pursuant to the DRIP have the same rights and are treated in the same manner as all of the other shares of outstanding common stock. The Board may designate that certain cash or other distributions be excluded from reinvestment pursuant to the DRIP. The Company has the right to amend 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 three months ended March 31, 2020 , the Company issued 0.4 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $6.3 million . The following table illustrates the changes in accumulated other comprehensive loss as of and for the period presented: (In thousands) Unrealized Gain on Designated Derivative Balance, December 31, 2019 $ (7,043 ) Other comprehensive income, before reclassifications (37,715 ) Amount of gain reclassified from accumulated other comprehensive loss 450 Balance, March 31, 2020 $ (44,308 ) |
Non-controlling Interests
Non-controlling Interests | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | Non-controlling Interests Non-Controlling Interests in the Operating Partnership The Company is the sole general partner and holds substantially all of the OP Units. As of March 31, 2020 and December 31, 2019 , the Advisor held 90 OP Units, which represents a nominal percentage of the aggregate ownership in the OP. In November 2014, the Company partially funded the purchase of a MOB from an unaffiliated third party by causing the OP to issue 405,908 OP Units, with a value of $10.1 million , or $25.00 per unit, to the unaffiliated third party. A holder of OP Units has the right to distributions. After holding the OP Units for a period of one year, a holder of OP Units has the right to redeem OP Units for, at the option of the OP, the cash value of a corresponding number of shares of the Company’s common stock or a corresponding number of shares of the Company’s common stock. 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 months ended March 31, 2020 and 2019 , OP Unit non-controlling interest holders were paid distributions of $0.1 million and $0.1 million , respectively. Non-Controlling Interests in Property Owning Subsidiaries The Company also has investment arrangements with other unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company’s property-owning subsidiaries and are 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 these arrangements 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 these arrangements and therefore the entities related to these arrangements are consolidated within the Company’s financial statements. A non-controlling interest is recorded for the investor’s ownership interest in the properties. The following table summarizes the activity related to investment arrangements with the unaffiliated third parties: Distributions (2) Third Party Net Investment Amount Non-Controlling Ownership Percentage Net Real Estate Assets Subject to Investment Arrangement (1) Three Months Ended March 31, Property Name (Dollar amounts in thousands) Investment Date As of March 31, 2020 As of March 31, 2020 As of March 31, 2020 As of December 31, 2019 2020 2019 Plaza Del Rio Medical Office Campus Portfolio May 2015 $ 330 1.9 % $ 14,099 $ 14,220 $ 87 $ 87 UnityPoint Clinic Portfolio December 2017 $ 488 5.0 % $ 8,744 $ 8,842 $ — $ — _______ (1) One property within the Plaza Del Rio Medical Office Campus Portfolio was pledged to secure the Multi-Property CMBS Loan. See Note 4 - Mortgage Notes Payable for additional information. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
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 periods presented: Three Months Ended March 31, 2020 2019 Net loss attributable to stockholders (in thousands) $ (24,744 ) $ (5,111 ) Basic and diluted weighted-average shares outstanding 91,960,960 92,894,608 Basic and diluted net loss per share $ (0.27 ) $ (0.06 ) Diluted net loss per share assumes the conversion of all common stock equivalents into an equivalent number of shares of common stock, unless the effect is antidilutive. The Company considers unvested restricted shares, OP Units and Class B Units to be common share equivalents. The Company had the following common stock equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share attributable to stockholders as their effect would have been antidilutive for the periods presented: Three Months Ended March 31, 2020 2019 Unvested restricted shares (1) 277,241 322,242 OP Units (2) 405,998 405,998 Class B Units (3) 359,250 359,250 Total weighted average antidilutive common stock equivalents 1,042,489 1,087,490 _________ (1) Weighted average number of antidilutive unvested restricted shares outstanding for the periods presented. There were 277,241 and 322,242 unvested restricted shares outstanding as of March 31, 2020 and 2019, respectively. (2) Weighted average number of antidilutive OP Units outstanding for the periods presented. There were 405,998 OP Units outstanding as of March 31, 2020 and 2019 . (3) Weighted average number of antidilutive Class B Units outstanding for the periods presented. There were 359,250 Class B Units outstanding as of March 31, 2020 and 2019 . These Class B Units are unvested as of March 31, 2020 and 2019 (see Note 9 — Related Party Transactions |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting During the three months ended March 31, 2020 and 2019 , the Company operated in three reportable business segments for management and internal financial reporting purposes: MOBs, triple-net leased healthcare facilities, and SHOPs. The Company evaluates performance and makes resource allocations based on its three business segments. 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 properties, 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 properties, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party operators. There were no intersegment sales or transfers during the periods presented. As described in more detail below, on April 1, 2019 the Company transitioned one property located in Wellington, Florida (the “Transition Property”) from its triple-net leased healthcare facilities segment to its Seniors Housing — Operating Properties segment. See Note 3 — Real Estate Investments for further information about this property and the transition. The results of operations from the Transition Property are presented within the Seniors Housing — Operating Properties segment for and three months ended March 31, 2020 and 2019 . In 2018, we had also transitioned (i.e. this asset is now operating as a SHOP asset and is not leased to a third party) a property located in Lutz, Florida from our triple-net leased healthcare facilities segment to our SHOP segment. The results of this property had previously been reclassified in our Same Store operating results in 2018 and, according, require no additional adjustment in 2019. Net Operating Income The Company evaluates the performance of the combined properties in each segment based on net operating income (“NOI”). NOI is defined as total revenues from tenants less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss). The Company uses NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. The Company believes that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss). NOI excludes certain components from net income (loss) in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by the Company may not be comparable to NOI reported by other REITs that define NOI differently. The Company believes that in order to facilitate a clear understanding of the Company’s operating results, NOI should be examined in conjunction with net income (loss) as presented in the Company’s consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of the Company’s performance or to cash flows as a measure of the Company’s liquidity or ability to pay distributions. The following tables reconcile the segment activity, adjusted for the Transition Property to consolidated net loss for the periods presented: Three Months Ended March 31, 2020 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1) Seniors Housing — Operating Properties (1) Consolidated Revenue from tenants $ 26,370 $ 4,707 $ 69,158 $ 100,235 Property operating and maintenance 7,610 1,474 52,639 61,723 NOI $ 18,760 $ 3,233 $ 16,519 38,512 Impairment charges (18,038 ) Operating fees to related parties (6,049 ) Acquisition and transaction related (327 ) General and administrative (6,730 ) Depreciation and amortization (20,195 ) Interest expense (13,257 ) Interest and other income 5 Gain on sale of real estate investments 2,306 Gain on non-designated derivatives 16 Income tax expense (332 ) Net loss attributable to non-controlling interests 87 Preferred stock dividends (742 ) Net loss attributable to stockholders $ (24,744 ) _________ (1) The results of operations from the Transition Property are presented within the Seniors Housing — Operating Properties segment for the three months ended March 31, 2020 . Three Months Ended March 31, 2019 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1) Seniors Housing — Operating Properties (1) Consolidated Revenue from tenants $ 25,257 $ 3,536 $ 59,925 $ 88,718 Property operating and maintenance 6,947 411 45,441 52,799 NOI $ 18,310 $ 3,125 $ 14,484 35,919 Impairment charges — Operating fees to related parties (5,768 ) Acquisition and transaction related (18 ) General and administrative (6,298 ) Depreciation and amortization (20,685 ) Interest expense (13,943 ) Interest and other income 4 Gain on sale of real estate investment 6,078 Loss on non-designated derivative instruments (43 ) Income tax expense (338 ) Net income attributable to non-controlling interests (19 ) Net loss attributable to stockholders $ (5,111 ) _______________ (1) The results of operations from the Transition Property are presented within the Seniors Housing — Operating Properties segment for the three months ended March 31, 2019 . The following table reconciles the segment activity to consolidated total assets as of the periods presented: (In thousands) March 31, 2020 December 31, 2019 ASSETS Investments in real estate, net: Medical office buildings $ 904,865 $ 891,477 Triple-net leased healthcare facilities (1) 306,404 305,250 Seniors housing — operating properties (1) 971,691 856,864 Total investments in real estate, net 2,182,960 2,053,591 Assets held for sale 10,784 70,839 Cash and cash equivalents 90,534 95,691 Restricted cash 16,036 15,908 Derivative assets, at fair value 66 392 Straight-line rent receivable, net 22,321 21,182 Operating lease right-of-use assets 14,335 14,351 Prepaid expenses and other assets 39,651 39,707 Deferred costs, net 14,212 13,642 Total assets $ 2,390,899 $ 2,325,303 ______________________ (1) The Transition Property is presented within the Seniors Housing — Operating Properties segment as of March 31, 2020 and December 31, 2019 . (2) Included in the triple net leased healthcare facilities segment. The following table reconciles capital expenditures by reportable business segment, excluding corporate non-real estate expenditures, for the periods presented: Three Months Ended March 31, (In thousands) 2020 2019 Medical office buildings $ 2,301 $ 201 Triple-net leased healthcare facilities 3,684 34 Seniors housing — operating properties (1) 5,112 1,552 Total capital expenditures $ 11,097 $ 1,787 ______________________ (1) The results of operations from the Transition Property are presented within the Seniors Housing — Operating Properties segment for the three and three months ended March 31, 2020 and 2019 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of March 31, 2020 , the Company has eight operating and six direct financing lease agreements related to certain acquisitions under leasehold interests arrangements. The eight operating leases have durations, including assumed renewals, ranging from 13.0 years to 88.0 years . The Company did not enter into any additional ground leases during the quarter ended March 31, 2020 . As of March 31, 2020 , the Company’s balance sheet includes ROU assets and liabilities of $14.3 million and $9.1 million , respectively, which are included in operating lease right-of-use assets and operating lease liabilities, respectively. In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the adoption of the new lease guidance as well as for new operating leases in the current period, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. Since the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment. The Company’s ground operating leases have a weighted-average remaining lease term, including assumed renewals, of 42.4 years and a weighted-average discount rate of 7.3% as of March 31, 2020 . For the three months ended March 31, 2020 , the Company paid cash of $0.2 million , for amounts included in the measurement of lease liabilities and recorded expense of $0.2 million , on a straight-line basis in accordance with the standard. The Company recorded expense of $0.2 million for the three months ended march 31, 2019. The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss. The following table reflects the base cash rental payments due from the Company as of March 31, 2020 : Future Base Rent Payments (In thousands) Operating Leases Direct Financing Leases (1) 2020 (remainder) $ 489 $ 61 2021 663 84 2022 682 86 2023 684 88 2024 686 90 Thereafter 29,381 7,500 Total minimum lease payments 32,585 7,909 Less: amounts representing interest (23,446 ) (3,075 ) Total present value of minimum lease payments $ 9,139 $ 4,834 _______ (1) The Direct Finance Lease liability is included in Accounts Payable and accrued expenses on the balance sheet as of March 31, 2020 . The Direct Financing lease asset is included as part of building and improvements as the land component was not required to be bifurcated under ASU 840. 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 March 31, 2020 , 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 this Quarterly Report on 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 statement of results for the interim periods. The results of operations for three months ended March 31, 2020 are not necessarily indicative of the results for the entire year or any subsequent interim period. These unaudited consolidated 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, 2019 , which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2020 . Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2020 . |
Principles of Consolidation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. |
Revenue Recognition | Revenue Recognition The Company’s revenues, which are derived primarily from lease contracts, include rent received from tenants in MOBs and triple-net leased healthcare facilities. As of March 31, 2020 , these leases had a weighted average remaining lease term of 5.5 years . Rent from tenants in the Company’s MOB and triple-net leased healthcare facilities operating segments is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease. Because many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants on a straight-line basis, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under the Company reflects them on a net basis. The Company’s revenues also include resident services and fee income primarily related to rent derived from lease contracts with residents in the Company’s SHOPs held using a structure permitted by the REIT rules and to fees for ancillary services performed for SHOP residents, which are generally variable in nature. Rental income from residents in the Company’s SHOP segment is recognized as earned. Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services. The terms of the rent are short term in nature, primarily month-to-month. Also included in revenue from tenants is fees for ancillary revenue from non-residents of $3.8 million , for the three months ended March 31, 2020. Fees for ancillary services are recorded in the period in which the services are performed. The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses related to non-SHOP assets (recorded in revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. The following table presents future base rent payments on a cash basis due to the Company as of March 31, 2020 over the next five years and thereafter. These amounts exclude tenant reimbursements and 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. These amounts also exclude SHOP leases which are short term in nature. (In thousands) Future 2020 (remainder) $ 68,401 2021 88,389 2022 81,525 2023 70,121 2024 63,225 Thereafter 221,055 Total $ 592,716 The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standards, the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectibility periodically thereafter based on new facts |
Investments in Real Estate | Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the “ Purchase Price Allocation” section in this Note for a discussion of the initial accounting for investments in real estate. Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the quarters ended March 31, 2020 and 2019. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. There were $10.8 million and $70.8 million of real estate investments held for sale as of March 31, 2020 and December 31, 2019, respectively (see Note 3 — Real Estate Investments, Net for additional information). In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption were accounted for as operating leases. The Company will evaluate new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75% ), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90% ) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. For the three-year period ended December 31, 2019, the Company has no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules. The Company is also the lessee under certain land leases which will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the balance sheet and the rent expense is reflected on a straight-line basis over the lease term. The Company generally determines the value of construction in progress based upon the replacement cost. During the construction period, the Company capitalizes interest, insurance and real estate taxes until the development has reached substantial completion. |
Purchase Price Allocation | Purchase Price Allocation In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets (e.g., certificates of need in certain jurisdictions) or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued noncontrolling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the three months ended March 31, 2020 and 2019 were asset acquisitions. For acquired properties with leases classified as operating leases, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired (including those acquired in the Merger) and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates and land values per square foot. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases as applicable. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months . The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The aggregate value of intangible assets related to customer relationships, as applicable, is measured based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The Company did not record any intangible asset amounts related to customer relationships during the year ended December 31, 2019. The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The Company did not record any intangible asset amounts related to customer relationships during the quarter ended March 31, 2020 or 2019. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Depreciation and Amortization | Depreciation and Amortization Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, 7 to 10 years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases. The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages |
Accounting for Leases, Lessor Accounting | Accounting for Leases Lessor Accounting As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. |
Accounting for Leases, Lessee Accounting | Lessee Accounting |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted as of January 1, 2020: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amended guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the amended standard requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The new guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Payments to be Received, Maturity | The following table presents future base rent payments on a cash basis due to the Company as of March 31, 2020 over the next five years and thereafter. These amounts exclude tenant reimbursements and 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. These amounts also exclude SHOP leases which are short term in nature. (In thousands) Future 2020 (remainder) $ 68,401 2021 88,389 2022 81,525 2023 70,121 2024 63,225 Thereafter 221,055 Total $ 592,716 |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table presents the allocation of real estate assets acquired and liabilities assumed, as well as capitalized construction in progress, during the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, (In thousands) 2020 2019 Real estate investments, at cost: Land $ 6,900 $ 2,827 Buildings, fixtures and improvements 86,687 26,022 Development costs — 2,261 Total tangible assets 93,587 31,110 Acquired intangibles: In-place leases and other intangible assets (1) 9,385 2,768 Market lease and other intangible assets (1) 472 31 Market lease liabilities (1) (362 ) (821 ) Total intangible assets and liabilities 9,495 1,978 Mortgage notes payable, net (13,883 ) — Other assets acquired and liabilities assumed in the Asset Acquisition, net 1,786 — Cash paid for real estate investments, including acquisitions $ 90,985 $ 33,088 Number of properties purchased 8 3 _______________ (1) Weighted-average remaining amortization periods for in-place leases, an above-market lease and a below-market lease liability acquired were 3.0 years and 5.6 years as of March 31, 2020 and 2019 , respectively. |
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 March 31, 2020 and 2019 : March 31, State 2020 2019 Florida (1) 25.6% 23.1% Michigan (2) 10.0% 10.9% _______________ * State’s annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all portfolio properties as of the date specified. (1) As of March 31, 2020, the Company had commenced marketing three assets in Florida including the recently completed development project in Jupiter, Florida and its two skilled nursing facilities in Lutz, Florida and Wellington, Florida. The company started marketing these assets in the quarter ended March 31, 2020. There can be no assurance these properties will be sold on favorable terms, or at all. See “Assets Held for Use and Related Impairments” in this note for more information. (2) As of March 31, 2020, the Company had 11 SHOP assets located in Michigan that are under contract to be sold pursuant to a definitive purchase and sale agreement (“PSA”). See “Assets Held for Sale and Related Impairments” in this note for more information. |
Schedule of Finite-Lived Intangible Assets | The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangible assets, amortization and accretion of above-and below-market lease assets and liabilities, net and the amortization and accretion of above-and below-market ground leases, for the periods presented: Three Months Ended March 31, (In thousands) 2020 2019 Amortization of in-place leases and other intangible assets (1) $ 4,009 $ 4,062 (Accretion) and Amortization of above-and below-market leases, net (2) $ (21 ) $ (110 ) Amortization of above-and below-market ground leases, net (3) $ 39 $ 21 _______________ (1) Reflected within depreciation and amortization expense. (2) Reflected within rental income. (3) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization expense and adjustments to revenues for the next five years: (In thousands) 2020 (remainder) 2021 2022 2023 2024 In-place lease assets $ 9,487 $ 10,710 $ 8,704 $ 6,830 $ 6,070 Other intangible assets 261 414 414 414 414 Total to be added to amortization expense $ 9,748 $ 11,124 $ 9,118 $ 7,244 $ 6,484 Above-market lease assets $ (1,216 ) $ (993 ) $ (645 ) $ (307 ) $ (260 ) Below-market lease liabilities 1,434 1,269 1,208 1,095 955 Total to be added to revenue from tenants $ 218 $ 276 $ 563 $ 788 $ 695 |
Real Estate Sales | e The following table details the major classes of assets associated with the properties that are classified as held for sale as of March 31, 2020 and December 31, 2018: The following table presents impairments recorded during the three months ended March 31, 2020 . There were no impairments recorded for the three months ended March 31,2019. Three Months Ended March 31, (In thousands) 2020 2019 Assets held for sale $ 18,038 $ — Assets held for use — Total $ 18,038 $ — |
Mortgage Notes Payable, Net (Ta
Mortgage Notes Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table reflects the Company’s mortgage notes payable as of March 31, 2020 and December 31, 2019 : Outstanding Loan Amount as of Effective Interest Rate as of Portfolio Encumbered Properties (1) March 31, December 31, 2019 March 31, December 31, 2019 Interest Rate Maturity (In thousands) (In thousands) Palm Valley Medical Plaza - Goodyear, AZ 1 $ 3,084 $ 3,112 4.15 % 4.15 % Fixed Jun. 2023 Medical Center V - Peoria, AZ 1 2,860 2,884 4.75 % 4.75 % Fixed Sep. 2023 Fox Ridge Bryant - Bryant, AR 1 7,246 7,283 3.98 % 3.98 % Fixed May 2047 Fox Ridge Chenal - Little Rock, AR 1 16,620 16,695 3.98 % 3.98 % Fixed May 2049 Fox Ridge North Little Rock - North Little Rock, AR 1 10,312 10,359 3.98 % 3.98 % Fixed May 2049 Capital One MOB Loan 35 378,500 378,500 3.66 % 3.66 % Fixed 3 Dec. 2026 Multi-Property CMBS Loan 21 118,700 118,700 4.60 % 4.60 % Fixed May 2028 Shiloh - Illinois (4) 1 13,883 — 4.34 % — % Fixed March 2026 Gross mortgage notes payable 62 551,205 537,533 3.91 % 3.90 % (2) Deferred financing costs, net of accumulated amortization (5) (7,612 ) (7,718 ) Mortgage premiums and discounts, net (1,516 ) (1,531 ) Mortgage notes payable, net $ 542,077 $ 528,284 _____________ (1) Does not include real estate assets mortgaged to secure advances under the Fannie Mae Master Credit Facilities or eligible unencumbered real estate assets comprising the borrowing base of the Credit Facility (as defined below) . The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the real estate assets comprising the borrowing base have been pledged for the benefit of the lenders thereunder (see Note 5 — Credit Facilities for additional details). (2) Calculated on a weighted average basis for all mortgages outstanding as of March 31, 2020 and December 31, 2019 . For the LIBOR based loans, LIBOR in effect at the balance sheet date was utilized. For the Capital One MOB Loan, the effective rate does not include the effect of amortizing the amount paid to terminate the previous pay-fixed swap. See Note 7 — Derivatives and Hedging Activities for additional details. (3) Variable rate loan, based on 30-day LIBOR, which is fixed as a result of entering into “pay-fixed” interest rate swap agreements . In connection with the amendment to this loan in December 2019 (see additional details below), the Company terminated the previous interest rate swap agreements and entered into new interest rate swap agreements ( see Note 7 — Derivatives and Hedging Activities for additional details). (4) The Company assumed this fixed rate mortgage when it acquired a property during the three months ended March 31, 2020 . (5) Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. |
Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal payments for the five years subsequent to March 31, 2020 and thereafter, on all of the Company’s outstanding debt (mortgage notes payable and credit facilities): Future Principal (In thousands) Mortgage Notes Payable Credit Facilities Total 2020 (remainder) $ 837 $ — $ 837 2021 1,191 130 1,321 2022 1,241 2,820 4,061 2023 6,383 200,115 206,498 2024 1,094 154,497 155,591 Thereafter 540,459 347,378 887,837 Total $ 551,205 $ 704,940 $ 1,256,145 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facilities | The Company had the following credit facilities outstanding as of March 31, 2020 and December 31, 2019 : Outstanding Facility Amount as of Effective Interest Rate Credit Facility Encumbered Properties (1) March 31, December 31, 2019 March 31, December 31, 2019 Interest Rate Maturity (In thousands) (In thousands) Credit Facility: Revolving Credit Facility $ 195,618 $ 100,618 3.27 % 4.08 % Variable Mar. 2023 Term Loan 150,000 150,000 3.63 % 4.05 % Fixed (6) Mar. 2024 Deferred financing costs (4,394 ) (4,671 ) Term Loan, net 145,606 145,329 Total Credit Facility 91 (2) $ 341,224 $ 245,947 Fannie Mae Master Credit Facilities: Capital One Facility 12 (3) $ 216,614 $ 216,614 3.93 % 4.17 % Variable (7) Nov. 2026 KeyBank Facility 10 (4) 142,708 142,708 3.98 % 4.22 % Variable (7) Nov. 2026 Total Fannie Mae Master Credit Facilities 22 $ 359,322 $ 359,322 Total Credit Facilities 113 $ 700,546 $ 605,269 3.80 % 4.14 % (5) _______________ (1) Encumbered properties are as of March 31, 2020 . (2) The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base of the Credit Facility (as defined below) have been pledged for the benefit of the lenders thereunder. (3) Secured by first-priority mortgages on 12 of the Company’s seniors housing properties located in Florida, Georgia, Iowa and Michigan as of March 31, 2020 with a carrying value of $344 million . (4) Secured by first-priority mortgages on ten of the Company’s seniors housing properties located in Michigan, Missouri, Kansas, California, Florida, Georgia and Iowa as of March 31, 2020 with a carrying value of $252 million . (5) Calculated on a weighted average basis for all credit facilities outstanding as of March 31, 2020 and December 31, 2019 . (6) Variable rate loan, based on LIBOR, all of which was fixed as a result of entering into “pay-fixed” interest rate swap agreements ( see Note 7 — Derivatives and Hedging Activities for additional details). (7) Variable rate loan which is capped as a result of entering into interest rate cap agreements ( see Note 7 — Derivatives and Hedging Activities for additional details). 95% of our Modified FFO applies, the Company will be subject to a similarly structured limit on paying distributions in excess of a percentage of our Modified FFO as set forth in the table below: Fiscal Quarter Percentage April 1, 2020 to June 30, 2020 115% July 1, 2020 to September 30, 2020 110% October 1, 2020 to December 31, 2020 110% January 1, 2021 to March 31, 2021 105% April 1, 2021 to June 30, 2021 105% July 1, 2021 to September 30, 2021 100% October 1, 2021 to December 31, 2021 100% |
Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal payments for the five years subsequent to March 31, 2020 and thereafter, on all of the Company’s outstanding debt (mortgage notes payable and credit facilities): Future Principal (In thousands) Mortgage Notes Payable Credit Facilities Total 2020 (remainder) $ 837 $ — $ 837 2021 1,191 130 1,321 2022 1,241 2,820 4,061 2023 6,383 200,115 206,498 2024 1,094 154,497 155,591 Thereafter 540,459 347,378 887,837 Total $ 551,205 $ 704,940 $ 1,256,145 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following table presents information about the Company’s assets and liabilities measured at fair value as of March 31, 2020 and December 31, 2019 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Significant Significant Unobservable Inputs Total March 31, 2020 Derivative assets, at fair value $ — $ 66 $ — $ 66 Derivative liabilities, at fair value — 42,405 — 42,405 Total $ — $ 42,471 $ — $ 42,471 December 31, 2019 Derivative assets, at fair value $ — $ 392 $ — $ 392 Derivative liabilities, at fair value — 5,305 — 5,305 Total $ — $ 5,697 $ — $ 5,697 |
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: March 31, 2020 December 31, 2019 (In thousands) Level Carrying Amount Fair Value Carrying Amount Fair Value Gross mortgage notes payable and mortgage premium and discounts, net 3 $ 551,205 $ 542,541 $ 537,533 $ 545,414 Credit Facility 3 $ 345,618 $ 340,243 $ 250,618 $ 250,618 Fannie Mae Master Credit Facilities 3 $ 359,322 $ 350,129 $ 359,322 $ 370,122 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance Sheet Location | The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2020 and December 31, 2019 : (In thousands) Balance Sheet Location March 31, December 31, 2019 Derivatives designated as hedging instruments: Interest rate “pay-fixed” swaps Derivative assets, at fair value $ — $ 377 Interest rate “pay-fixed” swaps Derivative liabilities, at fair value $ 42,405 $ 5,305 Derivatives not designated as hedging instruments: Interest rate caps Derivative assets, at fair value $ 66 $ 15 |
Summary of Derivative Instruments | The Company had the following outstanding interest rate derivatives that were not designated as hedges in qualified hedging relationships as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Interest Rate Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate caps 7 $ 359,322 6 $ 359,322 As of March 31, 2020 and December 31, 2019 , the Company had the following derivatives that were designated as cash flow hedges of interest rate risk: March 31, 2020 December 31, 2019 Interest Rate Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate “pay-fixed” swaps 9 $ 578,500 9 $ 578,500 |
Schedule of Derivatives Included in AOCI | The table below details the location in the financial statements of the loss recognized on interest rate derivatives designated as cash flow hedges for the periods presented: Three Months Ended March 31, (In thousands) 2020 2019 Amount of loss recognized in accumulated other comprehensive loss on interest rate derivatives $ (37,715 ) $ (2,028 ) Amount of (loss) gain reclassified from accumulated other comprehensive income into income as interest expense (effective portion) $ (450 ) $ 391 Total amount of interest expense presented in the $ (13,257 ) $ (13,943 ) |
Offsetting Assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of March 31, 2020 and December 31, 2019 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheet. Gross Amounts Not Offset in the Consolidated Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount March 31, 2020 $ 66 $ (42,405 ) $ — $ (42,339 ) $ — $ — $ (42,339 ) December 31, 2019 $ 392 $ (5,305 ) $ — $ (4,913 ) $ — $ — $ (4,913 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Class of Treasury Stock | The table below reflects the number of shares repurchased, under the SRP, cumulatively through March 31, 2020 . Number of Shares Repurchased Average Price per Share Cumulative repurchases as of December 31, 2019 (1) 4,391,519 $ 20.95 Three months ended March 31, 2020 (2) 505,101 $ 17.50 Cumulative repurchases as of March 31, 2020 4,896,620 $ 20.59 _________ (1) Repurchases made in 2019 include: (i) 656,433 common shares repurchased on April 30, 2019 with respect to 100% of repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing March 13, 2018 up to and including December 31, 2018 for $13.3 million at an average price per share of $20.25 and (ii) 446,830 shares of common stock repurchased for $7.8 million at an average price per share of $17.50 on October 30, 2019 with respect to 100% of repurchase requests made in good order following the death or qualifying disability of common stockholders during the period commencing January 1, 2019 up to and including June 30, 2019. (2) Includes 505,101 shares of common stock repurchased on February 26, 2020 with respect to requests received during the period commencing July 1, 2019 up to and including December 31, 2019 for $8.8 million at an average price per share of $17.50 . |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
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 March 31, Payable (Receivable) as of 2020 2019 (In thousands) Incurred Incurred March 31, December 31, 2019 Non-recurring fees and reimbursements: Acquisition cost reimbursements $ 70 $ 18 $ 70 $ — Ongoing fees and reimbursements: Asset management fees 4,997 4,875 — 27 Property management fees 1,052 893 (30 ) (44 ) Professional fees and other reimbursements 2,493 (2) 2,875 (185 ) (3) (377 ) (3) Distributions on Class B Units (1) 76 75 — — Total related party operation fees and reimbursements $ 8,688 $ 8,736 $ (145 ) $ (394 ) _______________ (1) Prior to April 1, 2015, the Company caused the OP to issue (subject to periodic approval by the Board) to the Advisor restricted performance based Class B Units for asset management services. As of March 31, 2020 , the Board had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement. Effective April 1, 2015, the Company began paying an asset management fee to the Advisor or its assignees in cash, in shares, or a combination of both and no longer issues any Class B Units. (2) Includes $1.7 million related to the Capped Reimbursement Amount for the three months ended March 31, 2020 . (3) Balance includes a receivable of $0.4 million from the Advisor as of March 31, 2019 and $0.5 million at December 31, 2019, previously recorded in the fourth quarter of 2018, which, pursuant to authorization by the independent members of the Company’s board of directors, is payable over time during 2020. The first payment was received during the three months ended March 31, 2020. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Restricted Share Award Activity | The following table reflects the amount of restricted shares outstanding as of March 31, 2020 and activity for the period presented: Number of Shares of Common Stock Weighted Average Issue Price Unvested, December 31, 2019 277,241 $ 21.18 Vested — — Granted — — Forfeitures — — Unvested, March 31, 2020 277,241 21.63 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following table illustrates the changes in accumulated other comprehensive loss as of and for the period presented: (In thousands) Unrealized Gain on Designated Derivative Balance, December 31, 2019 $ (7,043 ) Other comprehensive income, before reclassifications (37,715 ) Amount of gain reclassified from accumulated other comprehensive loss 450 Balance, March 31, 2020 $ (44,308 ) |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | The following table summarizes the activity related to investment arrangements with the unaffiliated third parties: Distributions (2) Third Party Net Investment Amount Non-Controlling Ownership Percentage Net Real Estate Assets Subject to Investment Arrangement (1) Three Months Ended March 31, Property Name (Dollar amounts in thousands) Investment Date As of March 31, 2020 As of March 31, 2020 As of March 31, 2020 As of December 31, 2019 2020 2019 Plaza Del Rio Medical Office Campus Portfolio May 2015 $ 330 1.9 % $ 14,099 $ 14,220 $ 87 $ 87 UnityPoint Clinic Portfolio December 2017 $ 488 5.0 % $ 8,744 $ 8,842 $ — $ — _______ (1) One property within the Plaza Del Rio Medical Office Campus Portfolio was pledged to secure the Multi-Property CMBS Loan. See Note 4 - Mortgage Notes Payable for additional information. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 periods presented: Three Months Ended March 31, 2020 2019 Net loss attributable to stockholders (in thousands) $ (24,744 ) $ (5,111 ) Basic and diluted weighted-average shares outstanding 91,960,960 92,894,608 Basic and diluted net loss per share $ (0.27 ) $ (0.06 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following common stock equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share attributable to stockholders as their effect would have been antidilutive for the periods presented: Three Months Ended March 31, 2020 2019 Unvested restricted shares (1) 277,241 322,242 OP Units (2) 405,998 405,998 Class B Units (3) 359,250 359,250 Total weighted average antidilutive common stock equivalents 1,042,489 1,087,490 _________ (1) Weighted average number of antidilutive unvested restricted shares outstanding for the periods presented. There were 277,241 and 322,242 unvested restricted shares outstanding as of March 31, 2020 and 2019, respectively. (2) Weighted average number of antidilutive OP Units outstanding for the periods presented. There were 405,998 OP Units outstanding as of March 31, 2020 and 2019 . (3) Weighted average number of antidilutive Class B Units outstanding for the periods presented. There were 359,250 Class B Units outstanding as of March 31, 2020 and 2019 . These Class B Units are unvested as of March 31, 2020 and 2019 (see Note 9 — Related Party Transactions |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables reconcile the segment activity, adjusted for the Transition Property to consolidated net loss for the periods presented: Three Months Ended March 31, 2020 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1) Seniors Housing — Operating Properties (1) Consolidated Revenue from tenants $ 26,370 $ 4,707 $ 69,158 $ 100,235 Property operating and maintenance 7,610 1,474 52,639 61,723 NOI $ 18,760 $ 3,233 $ 16,519 38,512 Impairment charges (18,038 ) Operating fees to related parties (6,049 ) Acquisition and transaction related (327 ) General and administrative (6,730 ) Depreciation and amortization (20,195 ) Interest expense (13,257 ) Interest and other income 5 Gain on sale of real estate investments 2,306 Gain on non-designated derivatives 16 Income tax expense (332 ) Net loss attributable to non-controlling interests 87 Preferred stock dividends (742 ) Net loss attributable to stockholders $ (24,744 ) _________ (1) The results of operations from the Transition Property are presented within the Seniors Housing — Operating Properties segment for the three months ended March 31, 2020 . Three Months Ended March 31, 2019 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1) Seniors Housing — Operating Properties (1) Consolidated Revenue from tenants $ 25,257 $ 3,536 $ 59,925 $ 88,718 Property operating and maintenance 6,947 411 45,441 52,799 NOI $ 18,310 $ 3,125 $ 14,484 35,919 Impairment charges — Operating fees to related parties (5,768 ) Acquisition and transaction related (18 ) General and administrative (6,298 ) Depreciation and amortization (20,685 ) Interest expense (13,943 ) Interest and other income 4 Gain on sale of real estate investment 6,078 Loss on non-designated derivative instruments (43 ) Income tax expense (338 ) Net income attributable to non-controlling interests (19 ) Net loss attributable to stockholders $ (5,111 ) _______________ (1) The results of operations from the Transition Property are presented within the Seniors Housing — Operating Properties segment for the three months ended March 31, 2019 . The following table reconciles the segment activity to consolidated total assets as of the periods presented: (In thousands) March 31, 2020 December 31, 2019 ASSETS Investments in real estate, net: Medical office buildings $ 904,865 $ 891,477 Triple-net leased healthcare facilities (1) 306,404 305,250 Seniors housing — operating properties (1) 971,691 856,864 Total investments in real estate, net 2,182,960 2,053,591 Assets held for sale 10,784 70,839 Cash and cash equivalents 90,534 95,691 Restricted cash 16,036 15,908 Derivative assets, at fair value 66 392 Straight-line rent receivable, net 22,321 21,182 Operating lease right-of-use assets 14,335 14,351 Prepaid expenses and other assets 39,651 39,707 Deferred costs, net 14,212 13,642 Total assets $ 2,390,899 $ 2,325,303 ______________________ (1) The Transition Property is presented within the Seniors Housing — Operating Properties segment as of March 31, 2020 and December 31, 2019 . (2) Included in the triple net leased healthcare facilities segment. The following table reconciles capital expenditures by reportable business segment, excluding corporate non-real estate expenditures, for the periods presented: Three Months Ended March 31, (In thousands) 2020 2019 Medical office buildings $ 2,301 $ 201 Triple-net leased healthcare facilities 3,684 34 Seniors housing — operating properties (1) 5,112 1,552 Total capital expenditures $ 11,097 $ 1,787 ______________________ (1) The results of operations from the Transition Property are presented within the Seniors Housing — Operating Properties segment for the three and three months ended March 31, 2020 and 2019 . |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Operating Lease, Liability, Maturity | The following table reflects the base cash rental payments due from the Company as of March 31, 2020 : Future Base Rent Payments (In thousands) Operating Leases Direct Financing Leases (1) 2020 (remainder) $ 489 $ 61 2021 663 84 2022 682 86 2023 684 88 2024 686 90 Thereafter 29,381 7,500 Total minimum lease payments 32,585 7,909 Less: amounts representing interest (23,446 ) (3,075 ) Total present value of minimum lease payments $ 9,139 $ 4,834 _______ (1) The Direct Finance Lease liability is included in Accounts Payable and accrued expenses on the balance sheet as of March 31, 2020 . The Direct Financing lease asset is included as part of building and improvements as the land component was not required to be bifurcated under ASU 840. |
Finance Lease, Liability, Maturity | The following table reflects the base cash rental payments due from the Company as of March 31, 2020 : Future Base Rent Payments (In thousands) Operating Leases Direct Financing Leases (1) 2020 (remainder) $ 489 $ 61 2021 663 84 2022 682 86 2023 684 88 2024 686 90 Thereafter 29,381 7,500 Total minimum lease payments 32,585 7,909 Less: amounts representing interest (23,446 ) (3,075 ) Total present value of minimum lease payments $ 9,139 $ 4,834 _______ (1) The Direct Finance Lease liability is included in Accounts Payable and accrued expenses on the balance sheet as of March 31, 2020 . The Direct Financing lease asset is included as part of building and improvements as the land component was not required to be bifurcated under ASU 840. |
Organization (Narrative) (Detai
Organization (Narrative) (Details) ft² in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020property | Dec. 31, 2019$ / shares | Mar. 31, 2020ft² | Mar. 31, 2020$ / shares | Mar. 31, 2020encumbered_property | Mar. 31, 2020state | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Number of properties | 200 | 113 | ||||
Number of states properties are located in | state | 31 | |||||
Rentable square feet | ft² | 9.7 | |||||
Preferred stock, dividend rate, percentage | 7.375% | 7.375% | ||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||||||||
Overstatement of previously recorded tax benefits, deferred tax assets and net income | $ 800 | $ 300 | $ 200 | |||||
Remaining lease term | 5 years 6 months | |||||||
Bad debt expense | $ 792 | $ 2,719 | ||||||
Assets held for sale | $ 10,784 | $ 10,784 | $ 70,839 | |||||
Accounting Standards Update 2016-02 | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Written off accounts receivable | $ 100 | |||||||
Straight-line rents receivable | $ 100 | |||||||
Minimum | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lease intangibles, lease-up period | 6 months | |||||||
Maximum | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lease intangibles, lease-up period | 24 months | |||||||
Credit Facility | Revolving Credit Facility | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Increase in line of credit facility | $ 95,000 | |||||||
Building | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Property, plant and equipment, useful life | 40 years | |||||||
Land Improvements | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Property, plant and equipment, useful life | 15 years | |||||||
Furniture and Fixtures | Minimum | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Property, plant and equipment, useful life | 7 years | |||||||
Furniture and Fixtures | Maximum | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Property, plant and equipment, useful life | 10 years | |||||||
Seniors Housing Communities | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Ancillary revenue | $ 3,800 |
(Lessor Maturity Schedule) (Det
(Lessor Maturity Schedule) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Operating Lease, Payments, After Adoption of 842 | |
2020 (remainder) | $ 68,401 |
2021 | 88,389 |
2022 | 81,525 |
2023 | 70,121 |
2024 | 63,225 |
Thereafter | 221,055 |
Total | $ 592,716 |
Real Estate Investments, Net (N
Real Estate Investments, Net (Narrative) (Details) $ in Thousands | Aug. 27, 2019USD ($) | Feb. 06, 2019USD ($)property | Mar. 31, 2020USD ($)property | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($)property | Dec. 31, 2019USD ($) | Apr. 30, 2020USD ($)property | Mar. 31, 2020USD ($) | Mar. 31, 2020encumbered_property | Jan. 31, 2020USD ($)property | Aug. 31, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties | 200 | 113 | |||||||||
Purchase obligation | $ 82,000 | ||||||||||
Purchase obligation, amount funded | $ 97,800 | ||||||||||
Gain on sale of real estate investments | $ 2,306 | $ 6,078 | |||||||||
Impairment charges | 18,038 | 0 | |||||||||
Revenue from tenants | $ 100,235 | 88,718 | |||||||||
LaSalle Tenant | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties | property | 4 | ||||||||||
Receivable | $ 8,200 | ||||||||||
Bad debt expense | $ 300 | 1,000 | |||||||||
NuVista Tenants | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties | property | 2 | ||||||||||
Revenue from tenants | 1,600 | ||||||||||
Assets Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment charges | $ 18,038 | 0 | |||||||||
Assets held for use | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment charges | $ 0 | 33,300 | |||||||||
Individual business acquisitions | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties acquired | property | 8 | 3 | |||||||||
Development costs | $ 0 | $ 2,261 | |||||||||
Multi-tenant MOB | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties acquired | property | 1 | ||||||||||
Single Tenant MOB | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties acquired | property | 3 | ||||||||||
Purchase price | $ 103,900 | ||||||||||
Seniors Housing Communities | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties acquired | property | 4 | ||||||||||
Seniors Housing Communities | Assets Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Aggregate contract sale price | $ 71,800 | ||||||||||
Number of properties held for sale | property | 14 | ||||||||||
Deposit | $ 1,000 | ||||||||||
Impairment charges | $ 40,700 | $ 22,600 | |||||||||
Incremental impairment charge | $ 18,000 | ||||||||||
Number of real estate properties, not encumbered | property | 7 | ||||||||||
Seniors Housing Communities | Assets held for use | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties held for sale | property | 3 | ||||||||||
Catch-up depreciation | $ 700 | ||||||||||
Medical Office Buildings | Assets Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties disposed | property | 5 | 1 | |||||||||
Gain on sale of real estate investments | $ 6,100 | ||||||||||
Aggregate contract sale price | $ 45,000 | $ 8,600 | |||||||||
LaSalle Guarantor vs LaSalle Tenant | Settled Litigation | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Litigation settlement, amount awarded from other party | $ 7,700 | ||||||||||
Land | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Construction in progress | 10,000 | ||||||||||
Construction in Progress | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Construction in progress | $ 87,800 | ||||||||||
Fannie Mae Master Credit Facility | Seniors Housing Communities | Assets Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties held for sale | property | 1 | ||||||||||
Unencumbered Properties | Seniors Housing Communities | Assets Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of properties held for sale | property | 3 | ||||||||||
Subsequent Event | Seniors Housing Communities | Assets Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Aggregate contract sale price | $ 11,800 | ||||||||||
Number of properties held for sale | property | 11 | ||||||||||
Deposit | $ 300 |
Real Estate Investments, Net (A
Real Estate Investments, Net (Acquired Assets) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | |
Real estate investments, at cost: | ||
Weighted-average remaining amortization periods | 3 years | 5 years 7 months 6 days |
Individual business acquisitions | ||
Real estate investments, at cost: | ||
Land | $ 6,900 | $ 2,827 |
Buildings, fixtures and improvements | 86,687 | 26,022 |
Development costs | 0 | 2,261 |
Total tangible assets | 93,587 | 31,110 |
Market lease liabilities | (362) | (821) |
Total intangible assets and liabilities | 9,495 | 1,978 |
Mortgage notes payable, net | 13,883 | 0 |
Other assets acquired and liabilities assumed in the Asset Acquisition, net | 1,786 | 0 |
Cash paid for real estate investments, including acquisitions | $ 90,985 | $ 33,088 |
Number of properties purchased | property | 8 | 3 |
Individual business acquisitions | In-place leases | ||
Real estate investments, at cost: | ||
In-place leases, market leases, and other intangible assets | $ 9,385 | $ 2,768 |
Individual business acquisitions | Market lease and other intangible assets | ||
Real estate investments, at cost: | ||
In-place leases, market leases, and other intangible assets | $ 472 | $ 31 |
Real Estate Investments, Net (G
Real Estate Investments, Net (Geographic Concentrations) (Details) - property | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jan. 31, 2020 | |
Sales Revenue, Net | Geographic Concentration Risk | Florida (1) | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 25.60% | 23.10% | |
Sales Revenue, Net | Geographic Concentration Risk | Michigan (2) | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.90% | |
Assets Held-for-sale | Florida (1) | |||
Concentration Risk [Line Items] | |||
Number of properties held for sale | 3 | ||
Seniors Housing Communities | Assets Held-for-sale | |||
Concentration Risk [Line Items] | |||
Number of properties held for sale | 14 | ||
Seniors Housing Communities | Assets Held-for-sale | Florida (1) | |||
Concentration Risk [Line Items] | |||
Number of properties held for sale | 2 | ||
Seniors Housing Communities | Assets Held-for-sale | Michigan (2) | |||
Concentration Risk [Line Items] | |||
Number of properties held for sale | 11 |
Real Estate Investments, Net (S
Real Estate Investments, Net (Summary of Amortization and Accretion Recognized) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
(Accretion) and Amortization of above-and below-market leases, net (2) | $ 18 | $ (50) |
Depreciation and Amortization Expense | In-place Leases and Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of market least intangibles | 4,009 | 4,062 |
Rental Income | Above and Below Market Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
(Accretion) and Amortization of above-and below-market leases, net (2) | (21) | (110) |
Property Operating and Maintenance Expense | Above market ground leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of market least intangibles | $ 39 | $ 21 |
Real Estate Investments, Net _2
Real Estate Investments, Net (Summary of Intangible Assets and Liabilities Future Amortization Expense) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Amortization Expense | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, amortization expense, Remainder 2019 | $ 9,748 |
Finite-lived intangible assets, amortization expense, 2020 | 11,124 |
Finite-lived intangible assets, amortization expense, 2021 | 9,118 |
Finite-lived intangible assets, amortization expense, 2022 | 7,244 |
Finite-lived intangible assets, amortization expense, 2023 | 6,484 |
Rental Income | |
Finite-Lived Intangible Assets [Line Items] | |
Below market leases, amortization income, Remainder 2019 | 218 |
Below market leases, amortization income, 2020 | 276 |
Below market leases, amortization income, 2021 | 563 |
Below market leases, amortization income, 2022 | 788 |
Below market leases, amortization income, 2023 | 695 |
In-place leases | Amortization Expense | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, amortization expense, Remainder 2019 | 9,487 |
Finite-lived intangible assets, amortization expense, 2020 | 10,710 |
Finite-lived intangible assets, amortization expense, 2021 | 8,704 |
Finite-lived intangible assets, amortization expense, 2022 | 6,830 |
Finite-lived intangible assets, amortization expense, 2023 | 6,070 |
Other intangible assets | Amortization Expense | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, amortization expense, Remainder 2019 | 261 |
Finite-lived intangible assets, amortization expense, 2020 | 414 |
Finite-lived intangible assets, amortization expense, 2021 | 414 |
Finite-lived intangible assets, amortization expense, 2022 | 414 |
Finite-lived intangible assets, amortization expense, 2023 | 414 |
Market lease and other intangible assets | Rental Income | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, amortization expense, Remainder 2019 | (1,216) |
Finite-lived intangible assets, amortization expense, 2020 | (993) |
Finite-lived intangible assets, amortization expense, 2021 | (645) |
Finite-lived intangible assets, amortization expense, 2022 | (307) |
Finite-lived intangible assets, amortization expense, 2023 | (260) |
Below-market lease liabilities | Rental Income | |
Finite-Lived Intangible Assets [Line Items] | |
Below market leases, amortization income, Remainder 2019 | 1,434 |
Below market leases, amortization income, 2020 | 1,269 |
Below market leases, amortization income, 2021 | 1,208 |
Below market leases, amortization income, 2022 | 1,095 |
Below market leases, amortization income, 2023 | $ 955 |
(Impairments) (Details)
(Impairments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charges | $ 18,038 | $ 0 | |
Assets Held-for-sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charges | 18,038 | 0 | |
Assets held for use | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charges | $ 0 | $ 33,300 |
Real Estate Investments, Net (P
Real Estate Investments, Net (Properties Sold and Assets Held-for-sale) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | $ 10,784 | $ 70,839 |
Assets Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Land | 797 | 4,051 |
Buildings, fixtures and improvements | 9,987 | 66,788 |
Assets held for sale | $ 10,784 | $ 70,839 |
Mortgage Notes Payable, Net (Mo
Mortgage Notes Payable, Net (Mortgage Notes) (Details) $ in Thousands | Mar. 31, 2020USD ($)property | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||
Outstanding loan amount | $ 1,256,145 | |
Effective Interest Rate | 3.80% | 4.14% |
Mortgages | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 62 | |
Outstanding loan amount | $ 551,205 | $ 537,533 |
Effective Interest Rate | 3.91% | 3.90% |
Deferred financing costs | $ (7,612) | $ (7,718) |
Mortgage premiums and discounts, net | (1,516) | (1,531) |
Mortgage notes payable, net | $ 542,077 | 528,284 |
Mortgages | Capital One MOB Loan | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 35 | |
Outstanding loan amount | $ 378,500 | $ 378,500 |
Effective Interest Rate | 3.66% | 3.66% |
Mortgages | Multi-Property CMBS Loan | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 21 | |
Outstanding loan amount | $ 118,700 | $ 118,700 |
Effective Interest Rate | 4.60% | 4.60% |
Mortgages | Shiloh - Illinois (4) | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding loan amount | $ 13,883 | $ 0 |
Effective Interest Rate | 4.34% | 0.00% |
Mortgages | Palm Valley Medical Plaza - Goodyear, AZ | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding loan amount | $ 3,084 | $ 3,112 |
Effective Interest Rate | 4.15% | 4.15% |
Mortgages | Medical Center V - Peoria, AZ | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding loan amount | $ 2,860 | $ 2,884 |
Effective Interest Rate | 4.75% | 4.75% |
Mortgages | Fox Ridge Senior Living at Bryant - Bryant | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding loan amount | $ 7,246 | $ 7,283 |
Effective Interest Rate | 3.98% | 3.98% |
Mortgages | Fox Ridge Senior Living at Chenal - Little Rock | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding loan amount | $ 16,620 | $ 16,695 |
Effective Interest Rate | 3.98% | 3.98% |
Mortgages | Fox Ridge Senior Living at Parkstone - North Little Rock | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding loan amount | $ 10,312 | $ 10,359 |
Effective Interest Rate | 3.98% | 3.98% |
Mortgage Notes Payable, Net (Na
Mortgage Notes Payable, Net (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Real estate investment, at cost relating to notes payable | $ 900,000 | |
Outstanding loan amount | 1,256,145 | |
Mortgages | ||
Debt Instrument [Line Items] | ||
Outstanding loan amount | $ 551,205 | $ 537,533 |
Credit Facilities (Summary of C
Credit Facilities (Summary of Credit Facilities) (Details) $ in Thousands | Mar. 31, 2020property | Mar. 31, 2020USD ($) | Mar. 31, 2020 | Mar. 31, 2020encumbered_property | Dec. 31, 2019USD ($) | Mar. 13, 2019property | Dec. 31, 2018USD ($) |
Line of Credit Facility [Line Items] | |||||||
Number of properties | 200 | 113 | |||||
Outstanding balance | $ 700,546 | $ 605,269 | |||||
Effective Interest Rate | 3.80% | 4.14% | |||||
Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding balance | 341,224 | $ 245,947 | |||||
Credit Facility | Fannie Mae Master Credit Facilities | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of properties | property | 22 | ||||||
Outstanding balance | 359,322 | 359,322 | |||||
Credit Facility | Fannie Mae Master Credit Facilities | Capital One Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of properties | property | 12 | ||||||
Outstanding balance | 216,614 | $ 216,614 | |||||
Effective Interest Rate | 3.93% | 4.17% | |||||
Debt instrument, collateral amount | 344,000 | ||||||
Credit Facility | Fannie Mae Master Credit Facilities | KeyBank Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of properties | property | 10 | ||||||
Outstanding balance | 142,708 | $ 142,708 | |||||
Effective Interest Rate | 3.98% | 4.22% | |||||
Debt instrument, collateral amount | 252,000 | ||||||
Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of properties | property | 65 | ||||||
Credit Facility | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of properties | property | 91 | ||||||
Outstanding balance | 195,618 | $ 100,618 | |||||
Effective Interest Rate | 3.27% | 4.08% | |||||
Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Effective Interest Rate | 3.63% | ||||||
Term Loan | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding balance | 150,000 | $ 150,000 | |||||
Deferred financing costs | (4,394) | (4,671) | |||||
Outstanding balance, net | $ 145,606 | $ 145,329 | |||||
Effective Interest Rate | 4.05% |
Credit Facilities (Narrative) (
Credit Facilities (Narrative) (Details) | Mar. 13, 2019USD ($)property | Mar. 31, 2020property | Mar. 31, 2020USD ($) | Mar. 31, 2020 | Mar. 31, 2020encumbered_property | Dec. 31, 2019USD ($) | Nov. 01, 2019USD ($)instrument | Apr. 15, 2019 | Oct. 31, 2016instrument |
Line of Credit Facility [Line Items] | |||||||||
Total real estate investments, at cost | $ 2,638,245,000 | $ 2,481,067,000 | |||||||
Line of credit facility, current borrowing capacity base percent | 55.00% | ||||||||
Number of properties | 200 | 113 | |||||||
Effective interest rate | 3.80% | 4.14% | |||||||
Outstanding balance | 700,546,000 | $ 605,269,000 | |||||||
Notional amount | $ 88,700,000 | ||||||||
Unencumbered Properties | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Total real estate investments, at cost | 302,100,000 | ||||||||
Secured Debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 630,000,000 | ||||||||
Unused borrowing capacity | 37,400,000 | ||||||||
Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding balance | 341,224,000 | 245,947,000 | |||||||
Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Number of properties | property | 65 | ||||||||
Minimum | Secured Debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit, increase | $ 370,000,000 | ||||||||
Maximum | Secured Debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit, increase | 1,000,000,000 | ||||||||
Fannie Mae Master Credit Facilities | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Total real estate investments, at cost | 500,000,000 | ||||||||
Fannie Mae Master Credit Facilities | Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Number of properties | property | 22 | ||||||||
Outstanding balance | 359,322,000 | $ 359,322,000 | |||||||
New Credit Facilities | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Total real estate investments, at cost | 1,300,000,000 | ||||||||
Long-term debt, covenant requirements, distribution in excess of modified funds from operations, percent | 95.00% | ||||||||
New Credit Facilities | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term debt, covenant requirements, amount | 50,000,000 | ||||||||
Mortgages | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Total real estate investments, at cost | 900,000,000 | ||||||||
Effective interest rate | 3.91% | 3.90% | |||||||
Long-term debt | 542,077,000 | $ 528,284,000 | |||||||
Credit Facility | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 480,000,000 | ||||||||
Number of properties | property | 91 | ||||||||
Effective interest rate | 3.27% | 4.08% | |||||||
Outstanding balance | 195,618,000 | $ 100,618,000 | |||||||
Credit Facility | Revolving Credit Facility | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate, base rate calculation | 1.00% | ||||||||
Credit Facility | Revolving Credit Facility | Federal Funds Effective Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Credit Facility | Minimum | Revolving Credit Facility | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 1.60% | ||||||||
Credit Facility | Minimum | Revolving Credit Facility | Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.35% | ||||||||
Credit Facility | Maximum | Revolving Credit Facility | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.20% | ||||||||
Credit Facility | Maximum | Revolving Credit Facility | Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.95% | ||||||||
Term Loan | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||||
Effective interest rate | 3.63% | ||||||||
Long-term debt | 150,000,000 | ||||||||
Term Loan | Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Effective interest rate | 4.05% | ||||||||
Outstanding balance | $ 150,000,000 | $ 150,000,000 | |||||||
Term Loan | Minimum | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 1.55% | ||||||||
Term Loan | Minimum | Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.30% | ||||||||
Term Loan | Maximum | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.15% | ||||||||
Term Loan | Maximum | Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.90% | ||||||||
Term Loan | New Credit Facilities | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Weighted average rate | 2.30% | ||||||||
Interest rate caps | Fannie Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Number of instruments | instrument | 2 | 2 | |||||||
Interest rate cap | 3500.00% |
Credit Facilities (Summary of D
Credit Facilities (Summary of Distribution Limit Percent of Modified FFO) (Details) - New Credit Facilities | 3 Months Ended | |||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, covenant requirements, distribution in excess of modified funds from operations, percent | 95.00% | |||||||
Subsequent Event | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, covenant requirements, distribution in excess of modified funds from operations, percent | 100.00% | 100.00% | 105.00% | 105.00% | 110.00% | 110.00% | 115.00% |
Credit Facilities (Future Princ
Credit Facilities (Future Principal Payments of Outstanding Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
2020 (remainder) | $ 837 | |
2021 | 1,321 | |
2022 | 4,061 | |
2023 | 206,498 | |
2024 | 155,591 | |
Thereafter | 887,837 | |
Total | 1,256,145 | |
Mortgages | ||
Debt Instrument [Line Items] | ||
2020 (remainder) | 837 | |
2021 | 1,191 | |
2022 | 1,241 | |
2023 | 6,383 | |
2024 | 1,094 | |
Thereafter | 540,459 | |
Total | 551,205 | $ 537,533 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
2020 (remainder) | 0 | |
2021 | 130 | |
2022 | 2,820 | |
2023 | 200,115 | |
2024 | 154,497 | |
Thereafter | 347,378 | |
Total | $ 704,940 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Assets Measured at Fair Value) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, at fair value | $ 66 | $ 392 |
Derivative liabilities, at fair value | 42,405 | 5,305 |
Total | 42,471 | |
Total | 5,697 | |
Quoted Prices in Active Markets Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, at fair value | 0 | 0 |
Derivative liabilities, at fair value | 0 | 0 |
Total | 0 | |
Total | 0 | |
Significant Other Observable Inputs Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, at fair value | 66 | 392 |
Derivative liabilities, at fair value | 42,405 | 5,305 |
Total | 42,471 | |
Total | 5,697 | |
Significant Unobservable Inputs Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, at fair value | 0 | 0 |
Derivative liabilities, at fair value | 0 | 0 |
Total | $ 0 | |
Total | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Carrying Amounts and Fair Values of Debt) (Details) - Significant Unobservable Inputs Level 3 - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Gross mortgage notes payable and mortgage premium and discounts, net | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value disclosure | $ 551,205 | $ 537,533 |
Gross mortgage notes payable and mortgage premium and discounts, net | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value disclosure | 542,541 | 545,414 |
Credit Facility | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value disclosure | 345,618 | 250,618 |
Credit Facility | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value disclosure | 340,243 | 250,618 |
Fannie Credit Facility | Credit Facility | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value disclosure | 359,322 | 359,322 |
Fannie Credit Facility | Credit Facility | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value disclosure | $ 350,129 | $ 370,122 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities (Balance Sheet Classification) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | $ 66 | $ 392 |
Gross Amounts of Recognized (Liabilities) | 0 | 0 |
Derivative assets, at fair value | Derivatives designated as hedging instruments: | Interest rate “pay-fixed” swaps | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | 0 | 377 |
Derivative assets, at fair value | Derivatives not designated as hedging instruments: | Interest rate caps | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | 66 | 15 |
Derivative liabilities, at fair value | Derivatives designated as hedging instruments: | Interest rate “pay-fixed” swaps | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized (Liabilities) | $ 42,405 | $ 5,305 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities (Narrative) (Details) | 3 Months Ended | |||
Mar. 31, 2020USD ($)instrument | Dec. 31, 2019USD ($)instrument | Mar. 31, 2019USD ($) | Nov. 01, 2019USD ($) | |
Derivative [Line Items] | ||||
Notional amount | $ 88,700,000 | |||
Gain (loss) on non-designated derivatives | $ 16,000 | $ (43,000) | ||
Derivative, net liability position, aggregate fair value | 44,900,000 | |||
Aggregate termination value | $ 44,900,000 | |||
Derivatives designated as hedging instruments: | Interest rate “pay-fixed” swaps | ||||
Derivative [Line Items] | ||||
Number of instruments | instrument | 9 | 9 | ||
Number of instruments terminated | instrument | 2 | |||
Notional amount | $ 578,500,000 | $ 578,500,000 | ||
Proceeds from sale of interest rate cash flow hedge | 2,200,000 | |||
Derivatives designated as hedging instruments: | Interest Rate Contract | ||||
Derivative [Line Items] | ||||
Cash flow hedge reclassification current | 1,900,000 | |||
Derivatives designated as hedging instruments: | Interest Expense | Interest Rate Contract | ||||
Derivative [Line Items] | ||||
Cash flow hedge reclassification current | 200,000 | |||
Cash flow hedge reclassification in next twelve months | 9,500,000 | |||
Capital One MOB Loan | Interest rate “pay-fixed” swaps | ||||
Derivative [Line Items] | ||||
Notional amount | 53,400,000 | |||
Payment for purchase of interest rate cap contract | $ 34,000 | |||
Capital One MOB Loan | Derivatives designated as hedging instruments: | Interest rate “pay-fixed” swaps | ||||
Derivative [Line Items] | ||||
Notional amount | 250,000,000 | |||
Capital One MOB Loan | Derivatives designated as hedging instruments: | Interest Expense | Interest Rate Contract | ||||
Derivative [Line Items] | ||||
Cash flow hedge reclassification current | $ 2,200,000 |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities (Summary of Derivative Instruments) (Details) | Mar. 31, 2020USD ($)instrument | Dec. 31, 2019USD ($)instrument | Nov. 01, 2019USD ($) |
Derivative [Line Items] | |||
Notional Amount | $ 88,700,000 | ||
Derivatives designated as hedging instruments: | Interest rate “pay-fixed” swaps | |||
Derivative [Line Items] | |||
Number of Instruments | instrument | 9 | 9 | |
Notional Amount | $ 578,500,000 | $ 578,500,000 | |
Derivatives not designated as hedging instruments: | Interest rate caps | |||
Derivative [Line Items] | |||
Number of Instruments | instrument | 7 | 6 | |
Notional Amount | $ 359,322,000 | $ 359,322,000 |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities (Derivatives Included in AOCI) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative [Line Items] | ||
Amount of loss recognized in accumulated other comprehensive loss on interest rate derivatives | $ (37,265) | $ (2,419) |
Total amount of interest expense presented in the consolidated statements of operations and comprehensive loss | (13,257) | (13,943) |
Derivatives designated as hedging instruments: | Interest rate “pay-fixed” swaps | ||
Derivative [Line Items] | ||
Amount of loss recognized in accumulated other comprehensive loss on interest rate derivatives | (37,715) | (2,028) |
Amount of (loss) gain reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | $ (450) | $ 391 |
Derivatives and Hedging Activ_7
Derivatives and Hedging Activities (Offsetting Derivatives) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 66 | $ 392 |
Gross Amounts of Recognized (Liabilities) | (42,405) | (5,305) |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets presented in the Consolidated Balance Sheet | (42,339) | (4,913) |
Gross Amounts Not Offset in the Statement of Financial Position, Financial Instruments | 0 | 0 |
Gross Amounts Not Offset in the Statement of Financial Position, Cash Collateral Received | 0 | 0 |
Net Amount | $ (42,339) | $ (4,913) |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Stock by Class) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 26, 2020 | Jan. 09, 2020 | Oct. 30, 2019 | Apr. 30, 2019 | Mar. 01, 2018 | Feb. 17, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 |
Class of Stock [Line Items] | |||||||||||
Common stock, shares outstanding (in shares) | 92,012,616 | 92,356,664 | 92,356,664 | 92,012,616 | |||||||
Common stock dividends (in usd per share) | $ 0.85 | $ 0.85 | $ 0.21 | ||||||||
Preferred stock, shares authorized (in shares) | 1,610,000 | 1,610,000 | 1,610,000 | 1,610,000 | |||||||
Preferred stock, shares issued (in shares) | 1,610,000 | 1,610,000 | 1,610,000 | 1,610,000 | |||||||
Preferred stock, shares outstanding (in shares) | 1,610,000 | 1,610,000 | 1,610,000 | 1,610,000 | |||||||
Preferred stock, dividend rate (in usd per share) | $ 1.84375 | ||||||||||
Preferred stock, quarterly dividend rate (in usd per share) | 0.460938 | ||||||||||
Preferred stock, dividend rate, percentage | 7.375% | 7.375% | |||||||||
Preferred stock, liquidation preference (in usd per share) | $ 25 | $ 25 | |||||||||
Per share price (in usd per share) | $ 17.50 | $ 17.50 | $ 20.25 | $ 17.50 | $ 20.95 | $ 20.59 | |||||
Number of shares repurchased (in shares) | 505,101 | 446,830 | 656,433 | 505,101 | 4,391,519 | 4,896,620 | |||||
Stock repurchase, value | $ 8.8 | $ 1.7 | $ 7.8 | $ 13.3 | |||||||
DRIP period of notice to alter agreement | 10 days | ||||||||||
Common stock issued through distribution reinvestment plan (in shares) | 400,000 | ||||||||||
Common stock issued through distribution reinvestment plan | $ 6.3 | ||||||||||
Tender Offer | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares authorized for repurchase (in shares) | 200,000 | ||||||||||
Per share price (in usd per share) | $ 8.50 | ||||||||||
Number of shares repurchased (in shares) | 200,000 | ||||||||||
Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||||||
Public Stock Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized (in shares) | 1,610,000 | 1,610,000 |
Stockholders' Equity (Cumulativ
Stockholders' Equity (Cumulative Share Repurchases) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 26, 2020 | Jan. 09, 2020 | Oct. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 |
Equity [Abstract] | |||||||
Number of Shares Repurchased (in shares) | 505,101 | 446,830 | 656,433 | 505,101 | 4,391,519 | 4,896,620 | |
Weighted-Average Price per Share (in usd per share) | $ 17.50 | $ 17.50 | $ 20.25 | $ 17.50 | $ 20.95 | $ 20.59 | |
Stock repurchase, value | $ 8.8 | $ 1.7 | $ 7.8 | $ 13.3 |
Related Party Transactions an_3
Related Party Transactions and Arrangements (Narrative) (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Common stock, shares outstanding (in shares) | 92,012,616 | 92,356,664 |
Limited partner units (in units) | 90 | 90 |
Tax Depreciation Deduction | Advisor | ||
Related Party Transaction [Line Items] | ||
Excess depreciation deductions maximum | $ 10,000,000 | |
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 an_4
Related Party Transactions and Arrangements (Fees Paid in Connection With the Operations of the Company) (Details) | Jul. 25, 2019USD ($) | Feb. 17, 2017 | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) |
Related Party Transaction [Line Items] | ||||
Renewal period | 10 years | |||
Percent of board approval required for early termination | 67.00% | |||
Period to terminate early with board approval | 45 days | |||
Equity instruments, net of selling commissions (in usd per share) | $ / shares | $ 22.50 | |||
Advisor | ||||
Related Party Transaction [Line Items] | ||||
Shares approved for issuance (in shares) | shares | 359,250 | |||
Capped Reimbursement Amount | ||||
Related Party Transaction [Line Items] | ||||
Fixed component | $ 1,700,000 | |||
American Realty Capital Healthcare Advisors, LLC | Advisor | ||||
Related Party Transaction [Line Items] | ||||
Assets under management threshold | $ 100,000,000 | |||
American Realty Capital Healthcare Advisors, LLC | Advance on Loan or Other Investment | Advisor | ||||
Related Party Transaction [Line Items] | ||||
Reimbursed fees to related party, percentage of benchmark | 0.50% | |||
Financing advance fees as a percentage of benchmark, expected company portfolio cost | 4.50% | |||
American Realty Capital Healthcare Advisors, LLC | Contract Purchase Price | Advisor | ||||
Related Party Transaction [Line Items] | ||||
Quarterly asset management earned by related party, percentage of benchmark | 0.1875% | |||
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 | Gross Revenue, Managed Properties | Advisor | ||||
Related Party Transaction [Line Items] | ||||
Oversight fees earned by related party | 1.00% | |||
American Realty Capital Healthcare Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Period to terminate early with board approval | 60 days | |||
Second Amended and Restated Advisory Agreement | ||||
Related Party Transaction [Line Items] | ||||
Period of notice of termination | 365 days | |||
Monthly Base Management Fee | American Realty Capital Healthcare Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Transaction amount | $ 1,625,000 | |||
Base management fee of net proceeds | 1.25% | |||
Quarterly Variable Management Fee, Benchmark One | American Realty Capital Healthcare Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Basis of core earnings, percent | 15.00% | |||
Basis of core earnings, share basis (in usd per share) | $ / shares | $ 0.375 | |||
Quarterly Variable Management Fee, Benchmark Two | American Realty Capital Healthcare Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Basis of core earnings, percent | 10.00% | |||
Basis of core earnings, share basis (in usd per share) | $ / shares | $ 0.47 | |||
Amended and Restated Property Management and Leasing Agreement | ||||
Related Party Transaction [Line Items] | ||||
Renewal period | 1 year | |||
Period of notice of termination | 90 days | |||
Reimbursements of Administrative Services | American Realty Capital Healthcare Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Transaction amount | $ 2,200,000 | $ 2,700,000 | ||
Third Amended And Restated Advisory Agreement | American Realty Capital Healthcare Advisors, LLC | Advisor | ||||
Related Party Transaction [Line Items] | ||||
Contingent good faith negotiations of fixed component, term | 12 months | |||
Third Amended And Restated Advisory Agreement | American Realty Capital Healthcare Advisors, LLC | Advisor And Company | ||||
Related Party Transaction [Line Items] | ||||
Contingent good faith negotiations of fixed component, term | 90 days | |||
Third Amended And Restated Advisory Agreement | American Realty Capital Healthcare Advisors, LLC | Capped Reimbursement Amount | ||||
Related Party Transaction [Line Items] | ||||
Fixed component | $ 6,800,000 | |||
Third Amended And Restated Advisory Agreement | American Realty Capital Healthcare Advisors, LLC | Real Estate Cost | ||||
Related Party Transaction [Line Items] | ||||
Fee multiplier | 4 | |||
Real estate cost percent multiplier | 0.0029 | |||
Reduction of real estate cost percent | 0.250 | |||
Third Amended And Restated Advisory Agreement | American Realty Capital Healthcare Advisors, LLC | Cost Of Living | ||||
Related Party Transaction [Line Items] | ||||
Cost of living percent multiplier | 0.030 | |||
CPI benchmark | 100 |
Related Party Transactions an_5
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 | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Total related party operation fees and reimbursements | |||
Related Party Transaction [Line Items] | |||
Expenses incurred | $ 8,688 | $ 8,736 | |
Payable (Receivable) | (145) | $ (394) | |
Acquisition cost reimbursements | |||
Related Party Transaction [Line Items] | |||
Expenses incurred | 70 | 18 | |
Payable (Receivable) | 70 | 0 | |
Asset management fees | |||
Related Party Transaction [Line Items] | |||
Expenses incurred | 4,997 | 4,875 | |
Payable (Receivable) | 0 | 27 | |
Property management and leasing fees | |||
Related Party Transaction [Line Items] | |||
Expenses incurred | 1,052 | 893 | |
Payable (Receivable) | (30) | (44) | |
Transfer agent and other professional services | |||
Related Party Transaction [Line Items] | |||
Expenses incurred | 2,493 | 2,875 | |
Payable (Receivable) | (185) | (377) | |
Distributions on Class B Units | |||
Related Party Transaction [Line Items] | |||
Expenses incurred | 76 | 75 | |
Payable (Receivable) | $ 0 | 0 | |
Advisor | |||
Related Party Transaction [Line Items] | |||
Shares approved for issuance (in shares) | 359,250 | ||
Advisor | Professional Fees and Reimbursements | |||
Related Party Transaction [Line Items] | |||
Due from affiliates | $ 400 | $ 500 | |
Capped Reimbursement Amount | |||
Related Party Transaction [Line Items] | |||
Fixed component | $ 1,700 |
Related Party Transactions an_6
Related Party Transactions and Arrangements (Fees and Participations Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets) (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
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 incentive listing distribution | 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% |
Asset management fees | |
Related Party Transaction [Line Items] | |
Fee multiplier | 4 |
Change in Control Fee | |
Related Party Transaction [Line Items] | |
Fee multiplier | 4 |
Variable Management - Incentive Fee | |
Related Party Transaction [Line Items] | |
Fee multiplier | 4 |
Transition Fee | |
Related Party Transaction [Line Items] | |
Transaction amount | $ 15,000,000 |
Subject Fees (Transition Fee Not in Excess of the Product) | |
Related Party Transaction [Line Items] | |
Fee multiplier | 4 |
Subject Fees (Transition Fee Not in Excess of the Product) | Maximum | |
Related Party Transaction [Line Items] | |
Fee multiplier | 4.5 |
Equity-Based Compensation (Narr
Equity-Based Compensation (Narrative) (Details) - USD ($) | Jul. 29, 2019 | Aug. 31, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Jul. 31, 2017 |
Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued during period, issued for services (in shares) | 0 | 0 | |||
Amended and Restated RSP | Unvested Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Benchmark for RSP issuance (in shares) | $ 30,000 | ||||
Amended and Restated RSP | Unvested Restricted Stock | Chairman | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted share vesting period | 7 years | ||||
Granted (in shares) | 300,000 | ||||
Amended and Restated RSP | Unvested Restricted Stock | Independent Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted share vesting period | 5 years | ||||
Granted (in shares) | 25,000 | ||||
Restricted Share Plan | Unvested Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum authorized amount as a percentage of shares authorized | 5.00% | ||||
Number of shares authorized (in shares) | 3,400,000 | ||||
Shares granted automatically upon election to board of directors, in shares | 1,333 | ||||
Restricted share vesting period | 5 years | ||||
Granted (in shares) | 0 | ||||
Nonvested awards, compensation cost not yet recognized | $ 5,100,000 | ||||
Nonvested awards, compensation cost not yet recognized, period for recognition | 3 years 10 months 24 days | ||||
Share-based payment arrangement, expense | $ 300,000 | $ 300,000 | |||
Restricted Share Plan | Unvested Restricted Stock | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 15,000 |
Equity-Based Compensation (Summ
Equity-Based Compensation (Summary of Activity) (Details) - Restricted Share Plan - Unvested Restricted Stock | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of Shares of Common Stock | |
Beginning Balance (in shares) | shares | 277,241 |
Vested (in shares) | shares | 0 |
Granted (in shares) | shares | 0 |
Forfeitures (in shares) | shares | 0 |
Ending Balance (in shares) | shares | 277,241 |
Weighted Average Issue Price | |
Beginning Balance, Weighted-Average Issue Price (in usd per share) | $ / shares | $ 21.18 |
Vested, Weighted-Average Issue Price (in usd per share) | $ / shares | 0 |
Granted, Weighted-Average Issue Price (in usd per share) | $ / shares | 0 |
Forfeitures, Weighted-Average Issue Price (in usd per share) | $ / shares | 0 |
Ending Balance, Weighted-Average Issue Price (in usd per share) | $ / shares | $ 21.63 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Summary of Changes in AOCI) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | $ 1,106,744 |
Ending balance | 1,021,172 |
Unrealized Gain on Designated Derivative | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (7,043) |
Other comprehensive income, before reclassifications | (37,715) |
Amount of gain reclassified from accumulated other comprehensive loss | 450 |
Ending balance | $ (44,308) |
Non-controlling Interests (Narr
Non-controlling Interests (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Nov. 30, 2014 | |
Noncontrolling Interest [Line Items] | ||||
Limited partner units (in units) | 90 | 90 | ||
Distributions to non-controlling interest holders | $ 86 | $ 85 | ||
Non-controlling Interests | ||||
Noncontrolling Interest [Line Items] | ||||
Limited partner units (in units) | 405,908 | |||
Units issued | $ 10,100 | |||
Units issued (in usd per share) | $ 25 |
Non-controlling Interests (Summ
Non-controlling Interests (Summary of Non-controlling Interests) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||
Third Party Net Investment Amount | $ 5,237 | $ 5,410 | |
Net Real Estate Assets Subject to Investment Arrangement | 2,182,960 | 2,053,591 | |
Distributions | 86 | $ 85 | |
Non-controlling Interests | |||
Noncontrolling Interest [Line Items] | |||
Distributions | 86 | 85 | |
Plaza Del Rio Medical Office Campus Portfolio - Peoria, AZ | Non-controlling Interests | |||
Noncontrolling Interest [Line Items] | |||
Third Party Net Investment Amount | 330 | ||
Net Real Estate Assets Subject to Investment Arrangement | 14,099 | 14,220 | |
Distributions | 87 | 87 | |
UnityPoint Clinic Portfolio | Non-controlling Interests | |||
Noncontrolling Interest [Line Items] | |||
Third Party Net Investment Amount | 488 | ||
Net Real Estate Assets Subject to Investment Arrangement | 8,744 | $ 8,842 | |
Distributions | $ 0 | $ 0 | |
Healthcare Trust Operating Partnership, L.P. | Plaza Del Rio Medical Office Campus Portfolio - Peoria, AZ | Non-controlling Interests | |||
Noncontrolling Interest [Line Items] | |||
Non-Controlling Ownership Percentage | 1.90% | ||
Healthcare Trust Operating Partnership, L.P. | UnityPoint Clinic Portfolio | Non-controlling Interests | |||
Noncontrolling Interest [Line Items] | |||
Non-Controlling Ownership Percentage | 5.00% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to stockholders | $ (24,744) | $ (5,111) | |
Basic and diluted weighted-average shares outstanding (in shares) | 91,960,960 | 92,894,608 | |
Basic and diluted net loss per share (in usd per share) | $ (0.27) | $ (0.06) | |
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) | 1,042,489 | 1,087,490 | |
Limited partner units (in units) | 90 | 90 | |
Class B units (in units) | 359,250 | 359,250 | |
Unvested 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) | 277,241 | 322,242 | |
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 | 405,998 | |
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 | 359,250 | |
Advisor | American Realty Capital Healthcare III Advisors, LLC | |||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Limited partner units (in units) | 405,998 | 405,998 | |
Unvested Restricted Stock | Restricted Share Plan | |||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Unvested restricted stock (in shares) | 277,241 | 322,242 | 277,241 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 3 Months Ended | ||
Mar. 31, 2020propertysegment | Mar. 31, 2019segment | Mar. 31, 2020encumbered_property | |
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 3 | 3 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Number of properties | 200 | 113 | |
NuVista Tenants | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Number of properties | 2 | ||
Transition Property | NuVista Tenants | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Number of properties | 1 |
Segment Reporting (Reconciliati
Segment Reporting (Reconciliation of Segment Activity) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue from tenants | $ 100,235,000 | $ 88,718,000 |
Property operating and maintenance | 61,723,000 | 52,799,000 |
Net operating income | 38,512,000 | 35,919,000 |
Impairment charges | (18,038,000) | 0 |
Operating fees to related parties | (6,049,000) | (5,768,000) |
Acquisition and transaction related | (327,000) | (18,000) |
General and administrative | (6,730,000) | (6,298,000) |
Depreciation and amortization | (20,195,000) | (20,685,000) |
Interest expense | (13,257,000) | (13,943,000) |
Interest and other income | 5,000 | 4,000 |
Gain on sale of real estate investments | 2,306,000 | 6,078,000 |
Gain (loss) on non-designated derivatives | 16,000 | (43,000) |
Income tax expense | (332,000) | (338,000) |
Net loss (income) attributable to non-controlling interests | 87,000 | (19,000) |
Preferred stock dividends | (742,000) | 0 |
Net loss attributable to stockholders | (24,744,000) | (5,111,000) |
Medical Office Buildings | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 26,370,000 | 25,257,000 |
Property operating and maintenance | 7,610,000 | 6,947,000 |
Net operating income | 18,760,000 | 18,310,000 |
Triple-Net Leased Healthcare Facilities | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 4,707,000 | 3,536,000 |
Property operating and maintenance | 1,474,000 | 411,000 |
Net operating income | 3,233,000 | 3,125,000 |
Seniors Housing Communities | ||
Segment Reporting Information [Line Items] | ||
Revenue from tenants | 69,158,000 | 59,925,000 |
Property operating and maintenance | 52,639,000 | 45,441,000 |
Net operating income | $ 16,519,000 | $ 14,484,000 |
Segment Reporting (Reconcilia_2
Segment Reporting (Reconciliation of Segment Activity to Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Real estate investments, at cost: | |||
Investments in real estate: | $ 2,182,960 | $ 2,053,591 | |
Assets held for sale | 10,784 | 70,839 | |
Cash and cash equivalents | 90,534 | 95,691 | $ 63,508 |
Restricted cash | 16,036 | 15,908 | $ 15,270 |
Derivative assets, at fair value | 66 | 392 | |
Straight-line rent receivable, net | 22,321 | 21,182 | |
Operating lease right-of-use assets | 14,335 | 14,351 | |
Prepaid expenses and other assets | 39,651 | 39,707 | |
Deferred costs, net | 14,212 | 13,642 | |
Total assets | 2,390,899 | 2,325,303 | |
Medical Office Buildings | |||
Real estate investments, at cost: | |||
Investments in real estate: | 904,865 | 891,477 | |
Triple-Net Leased Healthcare Facilities | |||
Real estate investments, at cost: | |||
Investments in real estate: | 306,404 | 305,250 | |
Seniors Housing Communities | |||
Real estate investments, at cost: | |||
Investments in real estate: | $ 971,691 | $ 856,864 |
Segment Reporting (Reconcilia_3
Segment Reporting (Reconciliation of Capital Expenditures by Segment) (Details) - Operating Segments - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 11,097 | $ 1,787 |
Medical Office Buildings | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 2,301 | 201 |
Triple-Net Leased Healthcare Facilities | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | 3,684 | 34 |
Seniors Housing Communities | ||
Segment Reporting Information [Line Items] | ||
Total capital expenditures | $ 5,112 | $ 1,552 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)lease | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of operating lease contracts | lease | 8 | ||
Number of finance lease contracts | lease | 6 | ||
Operating lease right-of-use assets | $ 14,335 | $ 14,351 | |
Operating lease liabilities | $ 9,139 | $ 9,133 | |
Remaining lease term | 42 years 4 months 24 days | ||
Weighted average discount rate, percent | 7.30% | ||
Operating lease payments | $ 200 | ||
Operating lease liability | $ 200 | $ 200 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term | 13 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term | 88 years |
Commitments and Contingencies_3
Commitments and Contingencies (Schedule of Future Minimum Rental Payments) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2020 (remainder) | $ 489 | |
2021 | 663 | |
2022 | 682 | |
2023 | 684 | |
2024 | 686 | |
Thereafter | 29,381 | |
Total minimum lease payments | 32,585 | |
Less: amounts representing interest | (23,446) | |
Total present value of minimum lease payments | 9,139 | $ 9,133 |
Finance Leases, After Adoption of 842 | ||
2020 (remainder) | 61 | |
2021 | 84 | |
2022 | 86 | |
2023 | 88 | |
2024 | 90 | |
Thereafter | 7,500 | |
Total minimum lease payments | 7,909 | |
Less: amounts representing interest | (3,075) | |
Total present value of minimum lease payments | $ 4,834 |