Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | gahr3 | |
Entity Registrant Name | Griffin-American Healthcare REIT III, Inc. | |
Entity Central Index Key | 1566912 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 187,463,820 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Real estate investments, net | $518,413 | $249,029 |
Real estate notes receivable, net | 61,420 | 0 |
Cash and cash equivalents | 1,026,387 | 504,894 |
Accounts and other receivables, net | 3,869 | 40,314 |
Restricted cash | 1,073 | 245 |
Real estate and escrow deposits | 10,100 | 6,250 |
Identified intangible assets, net | 52,952 | 29,636 |
Other assets, net | 2,404 | 1,316 |
Total assets | 1,676,618 | 831,684 |
Liabilities: | ||
Mortgage loans payable, net | 26,735 | 16,959 |
Accounts payable and accrued liabilities | 15,389 | 5,924 |
Accounts payable due to affiliates | 680 | 577 |
Identified intangible liabilities, net | 1,125 | 841 |
Security deposits, prepaid rent and other liabilities | 6,752 | 1,847 |
Total liabilities | 50,681 | 26,148 |
Commitments and contingencies (Note 10) | ||
Redeemable noncontrolling interest (Note 11) | 2 | 2 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share; 200,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value per share; 1,000,000,000 shares authorized; 186,324,917 and 91,623,241 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 1,863 | 916 |
Additional paid-in capital | 1,673,070 | 821,043 |
Accumulated deficit | -48,998 | -16,425 |
Total stockholders' equity | 1,625,935 | 805,534 |
Total liabilities, redeemable noncontrolling interest and stockholders' equity | $1,676,618 | $831,684 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (usd per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (usd per share) | $0.01 | $0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued | 186,324,917 | 91,623,241 |
Common stock, shares outstanding | 186,324,917 | 91,623,241 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
Real estate revenue | $12,763 | $0 |
Expenses: | ||
Rental expenses | 3,640 | 0 |
General and administrative | 2,767 | 46 |
Acquisition related expenses | 9,408 | 0 |
Depreciation and amortization | 4,673 | 0 |
Total expenses | 20,488 | 46 |
Loss from operations | -7,725 | -46 |
Other income (expense): | ||
Interest expense (including amortization of deferred financing costs and debt premium) | -397 | 0 |
Interest income | 24 | 0 |
Net loss | -8,098 | -46 |
Less: net loss attributable to redeemable noncontrolling interest | 0 | 1 |
Net loss attributable to controlling interest | ($8,098) | ($45) |
Net loss per common share attributable to controlling interest b basic and diluted | ($0.05) | ($2.03) |
Weighted average number of common shares outstanding b basic and diluted | 165,407,740 | 22,222 |
Distributions declared per common share | $0.15 | $0 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Total Stockholders' Equity [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data | ||||||
Beginning balance at Dec. 31, 2013 | $202 | $200 | $0 | $200 | $0 | $2 |
Beginning balance, Shares at Dec. 31, 2013 | 22,222 | |||||
Amortization of restricted common stock compensation | 15 | 15 | 15 | |||
Reclassification of noncontrolling interest | -2 | -2 | ||||
Net loss | -45 | -45 | -45 | |||
Ending balance at Mar. 31, 2014 | 170 | 170 | 0 | 215 | -45 | 0 |
Ending balance, Shares at Mar. 31, 2014 | 22,222 | |||||
Beginning balance at Dec. 31, 2014 | 805,534 | 916 | 821,043 | -16,425 | ||
Beginning balance, Shares at Dec. 31, 2014 | 91,623,241 | |||||
Issuance of common stock, number of shares | 93,633,371 | |||||
Issuance of common stock | 933,850 | 936 | 932,914 | |||
Offering costs b common stock | -91,032 | -91,032 | ||||
Issuance of common stock under the DRIP, shares | 1,083,656 | 1,083,656 | ||||
Issuance of common stock under the DRIP | 10,295 | 10,295 | 11 | 10,284 | ||
Stock Repurchased During Period, Shares | -15,351 | |||||
Repurchase of common stock | -153 | -153 | ||||
Amortization of nonvested common stock compensation | 14 | 14 | ||||
Distributions declared | -24,475 | -24,475 | ||||
Reclassification of noncontrolling interest | 0 | |||||
Net loss | -8,098 | -8,098 | -8,098 | |||
Ending balance at Mar. 31, 2015 | $1,625,935 | $1,863 | $1,673,070 | ($48,998) | ||
Ending balance, Shares at Mar. 31, 2015 | 186,324,917 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($8,098) | ($46) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,673 | 0 |
Other amortization (including deferred financing costs, above/below market leases, leasehold interests, debt premium and real estate notes receivable loan costs) | 307 | 0 |
Deferred rent | -388 | 0 |
Stock based compensation | 14 | 15 |
Acquisition fees paid in stock | 501 | 0 |
Share discounts | 636 | 0 |
Bad debt expense | 42 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | -2,117 | 0 |
Other assets, net | 42 | -153 |
Accounts payable and accrued liabilities | 2,730 | 10 |
Accounts payable due to affiliates | 401 | 174 |
Security deposits, prepaid rent and other liabilities | -691 | 0 |
Net cash used in operating activities | -1,948 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of real estate investments | -282,259 | 0 |
Acquisition of real estate notes receivable | -60,217 | 0 |
Loan costs on real estate notes receivable | -1,205 | 0 |
Capital expenditures | -43 | 0 |
Restricted cash | -828 | 0 |
Real estate and escrow deposits | -3,850 | 0 |
Net cash used in investing activities | -348,402 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on mortgage loans payable | -118 | 0 |
Proceeds from issuance of common stock | 975,131 | 0 |
Deferred financing costs | -153 | 0 |
Repurchase of common stock | -153 | 0 |
Payment of offering costs | -95,187 | 0 |
Distributions paid | -7,677 | 0 |
Net cash provided by financing activities | 871,843 | 0 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 521,493 | 0 |
CASH AND CASH EQUIVALENTS b Beginning of period | 504,894 | 202 |
CASH AND CASH EQUIVALENTS b End of period | 1,026,387 | 202 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 295 | 0 |
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES: | ||
Accrued capital expenditures | 290 | 0 |
Accrued loan costs b real estate notes receivable | 68 | 0 |
Investing Activities: | ||
Other receivables | 41 | 0 |
Other assets | 678 | 0 |
Mortgage loans payable, net | 9,946 | 0 |
Accounts payable and accrued liabilities | 99 | 0 |
Security deposits, prepaid rent and other liabilities | 5,596 | 0 |
Financing Activities: | ||
Issuance of common stock under the DRIP | 10,295 | 0 |
Distributions declared but not paid | 9,495 | 0 |
Accrued offering costs due to affiliates | 117 | 0 |
Reclassification of noncontrolling interest | 0 | 2 |
Accrued deferred financing costs | $9 | $0 |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business |
Griffin-American Healthcare REIT III, Inc., a Maryland corporation, was incorporated on January 11, 2013 and therefore we consider that our date of inception. We were initially capitalized on January 15, 2013. We invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. We may also originate and acquire secured loans and real estate-related investments on an infrequent and opportunistic basis. We generally seek investments that produce current income. We believe we currently qualify, and intend to elect to be treated, as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes beginning with our taxable year ended December 31, 2014, and we intend to continue to be taxed as a REIT. | |
On February 26, 2014, we commenced a best efforts initial public offering, or our offering, in which we initially offered to the public up to $1,750,000,000 in shares of our common stock for $10.00 per share in our primary offering and up to $150,000,000 in shares of our common stock pursuant to our distribution reinvestment plan, or the DRIP, for $9.50 per share, aggregating up to $1,900,000,000. We reserved the right to reallocate the shares of common stock we offered in our offering between the primary offering and the DRIP. As such, during our offering, we reallocated an aggregate of $115,000,000 in shares from the DRIP to the primary offering. Accordingly, we offered to the public up to $1,865,000,000 in shares of our common stock in our primary offering and up to $35,000,000 in shares of our common stock pursuant to the DRIP. | |
On March 12, 2015, we terminated the primary portion of our offering. As of March 31, 2015, we had received and accepted subscriptions in our offering for 184,931,598 shares of our common stock, or $1,842,628,000, excluding shares of our common stock issued pursuant to the DRIP. We continued to offer up to $35,000,000 in shares of our common stock through our offering pursuant to the DRIP until the termination of the DRIP portion of our offering and deregistration of our offering on April 22, 2015. See Note 19, Subsequent Events — Status of our Offering, for a further discussion. | |
On March 25, 2015, we filed a Registration Statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, to register a maximum of $250,000,000 of additional shares of our common stock pursuant to our distribution reinvestment plan, or the Secondary DRIP. The Registration Statement on Form S-3 was automatically effective with the Securities and Exchange Commission, or the SEC, upon its filing; however, we did not commence offering shares pursuant to the Secondary DRIP until April 22, 2015, following the deregistration of our offering. | |
We conduct substantially all of our operations through Griffin-American Healthcare REIT III Holdings, LP, or our operating partnership. We are externally advised by Griffin-American Healthcare REIT III Advisor, LLC, or Griffin-American Advisor, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor. The Advisory Agreement is effective as of February 26, 2014 and had a one-year term, but was subject to successive one-year renewals upon the mutual consent of the parties. The Advisory Agreement was renewed pursuant to the mutual consent of the parties on February 24, 2015 and expires on February 26, 2016. Our advisor uses its best efforts, subject to the oversight, review and approval of our board of directors, to, among other things, research, identify, review and make investments in and dispositions of properties and securities on our behalf consistent with our investment policies and objectives. Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary. Our advisor is 75.0% owned and managed by American Healthcare Investors, LLC, or American Healthcare Investors, and 25.0% owned by a wholly owned subsidiary of Griffin Capital Corporation, or Griffin Capital, or collectively, our co-sponsors. Effective December 8, 2014, NorthStar Asset Management Group Inc., or NSAM, through certain of its subsidiaries, and James F. Flaherty, III, one of NSAM's partners, acquired ownership interests in American Healthcare Investors. Effective March 1, 2015, American Healthcare Investors is 47.1% owned by AHI Group Holdings, LLC (formerly known as American Healthcare Investors LLC), or AHI Group Holdings, 45.1% indirectly owned by NSAM and 7.8% owned by Mr. Flaherty. We are not affiliated with Griffin Capital, Griffin Capital Securities, Inc., or Griffin Securities, or our dealer manager, NSAM or Mr. Flaherty; however, we are affiliated with Griffin-American Advisor and American Healthcare Investors. | |
We currently operate through three reportable business segments — medical office buildings, hospitals and senior housing. As of March 31, 2015, we had completed 18 real estate acquisitions comprising 40 properties, or 42 buildings, and approximately 1,882,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $571,204,000. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies |
The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying condensed consolidated financial statements. | |
Basis of Presentation | |
Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership, the wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries and any variable interest entities, or VIEs, as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 810, Consolidation, or ASC Topic 810, which we have concluded should be consolidated pursuant to ASC Topic 810. | |
We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the properties acquired on our behalf. We are the sole general partner of our operating partnership, and as of March 31, 2015 and December 31, 2014, we owned greater than a 99.99% general partnership interest therein. Our advisor is a limited partner of our operating partnership, and as of March 31, 2015 and December 31, 2014, owned less than a 0.01% noncontrolling limited partnership interest therein. | |
Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our condensed consolidated financial statements. All significant intercompany accounts and transactions are eliminated in consolidation. | |
Interim Unaudited Financial Data | |
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. | |
In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2014 Annual Report on Form 10-K, as filed with the SEC on March 19, 2015. | |
Use of Estimates | |
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. | |
Allowance for Uncollectible Accounts | |
Tenant receivables and unbilled deferred rent receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. We also maintain an allowance for deferred rent receivables arising from the straight line recognition of rents. Such allowances are charged to bad debt expense which is included in general and administrative in our accompanying condensed consolidated statements of operations. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant's financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. | |
As of March 31, 2015 and December 31, 2014, we had $42,000 and $0, respectively, in allowance for uncollectible accounts which was determined necessary to reduce receivables to our estimate of the amount recoverable. As of March 31, 2015 and December 31, 2014, we did not have any allowance for uncollectible accounts for deferred rent receivables and for the three months ended March 31, 2015 and 2014, we did not write-off any of our receivables or deferred rent receivables directly to bad debt expense. | |
Real Estate Notes Receivable, Net | |
Real estate notes receivable, net consists of mortgage loans collateralized by interests in real property. Interest income on our real estate notes receivable is recognized on an accrual basis over the life of the investment using the interest method. Direct loan costs are amortized over the term of the loan as an adjustment to the yield on the loan. We record loans at cost. We evaluate the collectability of both interest and principal for each of our loans to determine whether they are impaired. A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of the allowance is calculated by comparing the recorded investment to either the value determined by discounting the expected future cash flows using the loan's effective interest rate or to the fair value of the collateral if the loan is collateral dependent. For the three months ended March 31, 2015 and 2014, there were no impairment losses recorded. | |
Accounts Payable and Accrued Liabilities | |
As of March 31, 2015 and December 31, 2014, accounts payable and accrued liabilities consist primarily of distributions payable of $9,495,000 and $2,992,000, respectively, and accrued property taxes of $2,694,000 and $1,914,000, respectively. | |
Segment Disclosure | |
ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. As of March 31, 2015, we operated through three reportable business segments — medical office buildings, hospitals and senior housing. Prior to December 2014, we operated through two reportable business segments; however, with the addition of our first hospital in December 2014, we segregated our operations into three reporting segments to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Prior to September 2014, we operated through one reportable business segment; however, with the addition of our first senior housing facility in September 2014, we segregated our operations into two reporting segments to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. | |
See Note 16, Segment Reporting, for a further discussion. | |
Recently Issued Accounting Pronouncements | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, or ASU 2014-09, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 supersedes most existing revenue recognition guidance, including industry-specific revenue recognition guidance, and is effective for public entities for interim and annual reporting periods beginning after December 15, 2016. Further, the application of ASU 2014-09 permits the use of either the full retrospective or cumulative effect transition approach. Early application is not permitted. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU 2014-09. | |
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, or ASU 2015-02, which amends the consolidation analysis required under ASC Topic 810. Specifically, ASU 2015-02: (i) modifies the evaluation of whether limited partnerships and similar legal entities are VIEs, (ii) eliminates the presumption that a general partner should consolidate a limited partnership and (iii) amends the effect of fee arrangements in the primary beneficiary determination. Further, the application of ASU 2015-02 permits the use of either the full retrospective or modified retrospective adoption approach. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. We have not yet selected a transition method nor have we determined the impact the adoption of ASU 2015-02 on January 1, 2016 will have on our consolidated financial statements, if any. | |
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03, which amends the presentation of debt issuance costs in the financial statements to present such costs as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Amortization of such costs is required to be reported as interest expense, which is consistent with the current presentation in our consolidated financial statements. Further, the application of ASU 2015-03 requires retrospective adjustment of all prior periods presented. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. We do not believe the adoption of ASU 2015-03 on January 1, 2016 will have a material impact on our consolidated financial statements. |
Real_Estate_Investments_Net
Real Estate Investments, Net | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Real Estate [Abstract] | ||||||||||||||||||||
Real Estate Investments, Net | 3. Real Estate Investments, Net | |||||||||||||||||||
Our real estate investments, net consisted of the following as of March 31, 2015 and December 31, 2014: | ||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Building and improvements | $ | 488,983,000 | $ | 237,165,000 | ||||||||||||||||
Land | 33,901,000 | 12,988,000 | ||||||||||||||||||
522,884,000 | 250,153,000 | |||||||||||||||||||
Less: accumulated depreciation | (4,471,000 | ) | (1,124,000 | ) | ||||||||||||||||
$ | 518,413,000 | $ | 249,029,000 | |||||||||||||||||
Depreciation expense for the three months ended March 31, 2015 was $3,387,000. We did not incur any depreciation expense for the three months ended March 31, 2014. In addition to the acquisitions discussed below, for the three months ended March 31, 2015, we had capital expenditures of $333,000 on our medical office buildings. We did not have any capital expenditures on our senior housing facilities or our hospitals. | ||||||||||||||||||||
We reimburse our advisor or its affiliates for acquisition expenses related to selecting, evaluating and acquiring assets. The reimbursement of acquisition expenses, acquisition fees and real estate commissions and other fees paid to unaffiliated parties will not exceed, in the aggregate, 6.0% of the contract purchase price or total development costs, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors. For the three months ended March 31, 2015, such fees and expenses noted above did not exceed 6.0% of the contract purchase price of our acquisitions. We did not incur such fees and expenses for the three months ended March 31, 2014. | ||||||||||||||||||||
Acquisitions in 2015 | ||||||||||||||||||||
For the three months ended March 31, 2015, we completed seven property acquisitions comprising 18 buildings from unaffiliated parties. The aggregate contract purchase price of these properties was $293,504,000 and we incurred $6,603,000 to our advisor and its affiliates in acquisition fees in connection with these property acquisitions. The following is a summary of our property acquisitions for the three months ended March 31, 2015: | ||||||||||||||||||||
Acquisition(1) | Location | Type | Date Acquired | Contract | Mortgage Loans Payable(2) | Acquisition | ||||||||||||||
Purchase Price | Fee | |||||||||||||||||||
Delta Valley ALF Portfolio(3) | Springdale, AR | Senior Housing | 1/8/15 | $ | 8,105,000 | $ | — | $ | 182,000 | -4 | ||||||||||
Independence MOB Portfolio | Southgate, KY; Somerville, MA, Verona and Morristown, NJ; and Bronx, NY | Medical Office | 1/13/15 | 135,000,000 | — | 3,038,000 | -4 | |||||||||||||
and | ||||||||||||||||||||
1/26/15 | ||||||||||||||||||||
King of Prussia PA MOB | King of Prussia, PA | Medical Office | 1/21/15 | 18,500,000 | 9,946,000 | 416,000 | -4 | |||||||||||||
North Carolina ALF Portfolio | Mooresville and Raleigh, NC | Senior Housing | 1/28/15 | 38,856,000 | — | 874,000 | -4 | |||||||||||||
Orange Star Medical Portfolio | Durango, CO and Keller, Wharton and Friendswood, TX | Medical Office | 2/26/15 | 57,650,000 | — | 1,297,000 | -5 | |||||||||||||
and | ||||||||||||||||||||
Hospital | ||||||||||||||||||||
Kingwood MOB Portfolio | Kingwood, TX | Medical Office | 3/11/15 | 14,949,000 | — | 336,000 | -5 | |||||||||||||
Mt. Juliet TN MOB | Mount Juliet, TN | Medical Office | 3/17/15 | 13,000,000 | — | 293,000 | -5 | |||||||||||||
Homewood AL MOB | Homewood, AL | Medical Office | 3/27/15 | 7,444,000 | — | 167,000 | -5 | |||||||||||||
Total | $ | 293,504,000 | $ | 9,946,000 | $ | 6,603,000 | ||||||||||||||
___________ | ||||||||||||||||||||
-1 | We own 100% of our properties acquired in 2015. | |||||||||||||||||||
-2 | Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. | |||||||||||||||||||
-3 | On January 8, 2015, we added one additional building to our existing Delta Valley ALF Portfolio. The other two buildings were purchased in September 2014. | |||||||||||||||||||
-4 | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. | |||||||||||||||||||
-5 | Our advisor and its affiliates were paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price. |
Real_Estate_Note_Receivable_Ne
Real Estate Note Receivable, Net | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Real Estate Notes Receivable [Abstract] | |||||||||
Real Estate Notes Receivable, Net | 4. Real Estate Notes Receivable, Net | ||||||||
On February 4, 2015, we acquired eight promissory notes at par in the aggregate outstanding principal amount of $60,217,000, or the Notes, comprised of four fixed rate notes in the aggregate outstanding principal amount of $28,650,000, or the Fixed Rate Notes, and four floating rate notes in the aggregate outstanding principal amount of $31,567,000, or the Floating Rate Notes. The Notes evidence interests in a portion of a mezzanine loan that consisted in total of 40 promissory notes in the aggregate outstanding principal amount of $389,852,000. The mezzanine loan is secured by pledges of equity interests in the owners of a portfolio of domestic healthcare properties, which such owners are themselves owned indirectly by a non-wholly owned subsidiary of NorthStar Realty Finance Corp. The interest rate on the Fixed Rate Notes is 6.75% per annum. The interest rate on the Floating Rate Notes is equal to 6.00% per annum above the 30-day LIBOR (increasing to 6.25% per annum above the 30-day LIBOR during the second extension period, if any). As of March 31, 2015, the interest rate in effect on the Floating Rate Notes was 6.18%. | |||||||||
The Notes require monthly interest only payments. The Fixed Rate Notes are scheduled to mature on December 9, 2019, at which time all unpaid principal, plus accrued and unpaid interest on the Fixed Rate Notes, shall be due in full. The Floating Rate Notes are scheduled to mature on December 9, 2016, at which time all unpaid principal, plus accrued and unpaid interest on the Floating Rate Notes, shall be due in full. The maturity date of the Floating Rate Notes may be extended by three successive one-year extension periods at the borrower’s option, subject to satisfaction of certain conditions. Our advisor and its affiliates were paid, as compensation for services rendered in connection with the acquisition of the Notes, an acquisition fee of $1,204,000, or 2.00% of the aggregate principal amount. | |||||||||
Real estate notes receivable, net consisted of the following as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Real estate notes receivable | $ | 60,217,000 | $ | — | |||||
Add: unamortized loan costs | 1,203,000 | — | |||||||
Real estate notes receivable, net | $ | 61,420,000 | $ | — | |||||
We did not have any real estate notes receivable as of March 31, 2014. The changes in the carrying amount of real estate notes receivable, net consisted of the following for the three months ended March 31, 2015: | |||||||||
Amount | |||||||||
Real estate notes receivable, net — December 31, 2014 | $ | — | |||||||
Additions: | |||||||||
Acquisition of real estate notes receivable | 60,217,000 | ||||||||
Loan costs | 1,273,000 | ||||||||
Deductions: | |||||||||
Amortization of loan costs | (70,000 | ) | |||||||
Real estate notes receivable, net — March 31, 2015 | $ | 61,420,000 | |||||||
Amortization expense on loan costs for the three months ended March 31, 2015 is recorded against real estate revenue in our accompanying condensed consolidated statements of operations. We did not incur any amortization expense on loan costs for the three months ended March 31, 2014. |
Identified_Intangible_Assets_N
Identified Intangible Assets, Net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||||
Identified Intangible Assets, Net | 5. Identified Intangible Assets, Net | |||||||
Identified intangible assets, net consisted of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
In-place leases, net of accumulated amortization of $1,493,000 and $339,000 as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 12.6 years and 15.9 years as of March 31, 2015 and December 31, 2014, respectively) | $ | 40,815,000 | $ | 24,987,000 | ||||
Leasehold interests, net of accumulated amortization of $24,000 and $1,000 as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 56.7 years and 75.0 years as of March 31, 2015 and December 31, 2014, respectively) | 7,278,000 | 1,492,000 | ||||||
Above market leases, net of accumulated amortization of $385,000 and $145,000 as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 5.7 years and 7.0 years as of March 31, 2015 and December 31, 2014, respectively) | 4,859,000 | 3,157,000 | ||||||
$ | 52,952,000 | $ | 29,636,000 | |||||
Amortization expense for the three months ended March 31, 2015 was $1,569,000, which included $260,000 of amortization recorded against real estate revenue for above market leases and $23,000 of amortization recorded to rental expenses for leasehold interests in our accompanying condensed consolidated statements of operations. We did not incur any amortization expense on identified intangible assets for the three months ended March 31, 2014. | ||||||||
The aggregate weighted average remaining life of the identified intangible assets was 18.0 years and 17.9 years as of March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015, estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2015 and for each of the next four years ending December 31 and thereafter was as follows: | ||||||||
Year | Amount | |||||||
2015 | $ | 5,074,000 | ||||||
2016 | 6,334,000 | |||||||
2017 | 5,489,000 | |||||||
2018 | 4,421,000 | |||||||
2019 | 3,598,000 | |||||||
Thereafter | 28,036,000 | |||||||
$ | 52,952,000 | |||||||
Other_Assets_Net
Other Assets, Net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Assets [Abstract] | ||||||||
Other Assets, Net | 6. Other Assets, Net | |||||||
Other assets, net consisted of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Deferred financing costs, net of accumulated amortization of $172,000 and $87,000 as of March 31, 2015 and December 31, 2014, respectively | $ | 963,000 | $ | 899,000 | ||||
Prepaid expenses and deposits | 813,000 | 177,000 | ||||||
Deferred rent receivables | 628,000 | 240,000 | ||||||
$ | 2,404,000 | $ | 1,316,000 | |||||
Amortization expense on deferred financing costs for the three months ended March 31, 2015 was $85,000. We did not incur any amortization expense on deferred financing costs for the three months ended March 31, 2014. Amortization expense on deferred financing costs is recorded to interest expense in our accompanying condensed consolidated statements of operations. | ||||||||
As of March 31, 2015, estimated amortization expense on deferred financing costs for the nine months ending December 31, 2015 and for each of the next four years ending December 31 and thereafter was as follows: | ||||||||
Year | Amount | |||||||
2015 | $ | 259,000 | ||||||
2016 | 345,000 | |||||||
2017 | 202,000 | |||||||
2018 | 32,000 | |||||||
2019 | 32,000 | |||||||
Thereafter | 93,000 | |||||||
$ | 963,000 | |||||||
Mortgage_Loans_Payable_Net
Mortgage Loans Payable, Net | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Mortgage Loans on Real Estate [Abstract] | ||||||||||||||
Mortgage Notes Payable, Net | 7. Mortgage Loans Payable, Net | |||||||||||||
Mortgage loans payable were $26,192,000 ($26,735,000, net of premium) and $16,364,000 ($16,959,000, net of premium) as of March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015, we had three fixed rate mortgage loans with effective interest rates ranging from 4.50% to 6.29% per annum and a weighted average effective interest rate of 5.20%. As of December 31, 2014, we had two fixed rate mortgage loans with effective interest rates ranging from 5.00% to 6.29% per annum and a weighted average effective interest rate of 5.63%. | ||||||||||||||
We are required by the terms of certain loan documents to meet certain reporting requirements. As of March 31, 2015 and December 31, 2014, we were in compliance with all such requirements. | ||||||||||||||
Mortgage loans payable, net consisted of the following as of March 31, 2015 and December 31, 2014: | ||||||||||||||
Contractual | Maturity Date | March 31, | December 31, | |||||||||||
Interest Rate(1) | 2015 | 2014 | ||||||||||||
Fixed Rate Debt: | ||||||||||||||
Carolina Commons MOB | 5 | % | 1/1/23 | $ | 8,353,000 | $ | 8,426,000 | |||||||
Premier MOB | 6.29 | % | 1/5/17 | 7,910,000 | 7,938,000 | |||||||||
King of Prussia PA MOB | 4.5 | % | 12/6/22 | 9,929,000 | — | |||||||||
Total fixed rate debt | 26,192,000 | 16,364,000 | ||||||||||||
Add: premium | 543,000 | 595,000 | ||||||||||||
Mortgage loans payable, net | $ | 26,735,000 | $ | 16,959,000 | ||||||||||
___________ | ||||||||||||||
-1 | Represents the per annum interest rate in effect as of March 31, 2015. | |||||||||||||
We did not have any mortgage loans payable as of March 31, 2014. The changes in the carrying amount of mortgage loans payable, net consisted of the following for the three months ended March 31, 2015: | ||||||||||||||
Amount | ||||||||||||||
Mortgage loans payable, net — December 31, 2014 | $ | 16,959,000 | ||||||||||||
Additions: | ||||||||||||||
Assumption of mortgage loans payable, net | 9,946,000 | |||||||||||||
Deductions: | ||||||||||||||
Scheduled principal payments on mortgage loans payable | (118,000 | ) | ||||||||||||
Amortization of premium on mortgage loans payable | (52,000 | ) | ||||||||||||
Mortgage loans payable, net — March 31, 2015 | $ | 26,735,000 | ||||||||||||
As of March 31, 2015, the principal payments due on our mortgage loans payable for the nine months ending December 31, 2015 and for each of the next four years ending December 31 and thereafter were as follows: | ||||||||||||||
Year | Amount | |||||||||||||
2015 | $ | 470,000 | ||||||||||||
2016 | 658,000 | |||||||||||||
2017 | 8,142,000 | |||||||||||||
2018 | 542,000 | |||||||||||||
2019 | 569,000 | |||||||||||||
Thereafter | 15,811,000 | |||||||||||||
$ | 26,192,000 | |||||||||||||
Line_of_Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2015 | |
Line of Credit Facility [Abstract] | |
Lines Of Credit | 8. Line of Credit |
On August 18, 2014, we, through Griffin-American Healthcare REIT III Holdings, LP, our operating partnership, and certain of our subsidiaries, or the subsidiary guarantors, entered into a credit agreement, or the Credit Agreement, with Bank of America, N.A., or Bank of America, as lender, administrative agent, swing line lender and issuer of letters of credit; Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBanc Capital Markets as joint lead arrangers and joint bookrunners; and KeyBank, National Association, or KeyBank, as lender and syndication agent, to obtain a revolving line of credit with an aggregate maximum principal amount of $60,000,000, or our line of credit. | |
On August 18, 2014, we also entered into separate revolving notes, or the Revolving Notes, with each of Bank of America and KeyBank, whereby we promised to pay the principal amount of each revolving loan and accrued interest to the respective lender or its registered assigns, in accordance with the terms and conditions of the Credit Agreement. The proceeds of loans made under our line of credit may be used for working capital, capital expenditures and other general corporate purposes (including, without limitation, property acquisitions and repayment of debt). Our operating partnership may obtain up to $20,000,000 in the form of standby letters of credit and up to the greater of $25,000,000 or 10.0% of the maximum principal amount in the form of swingline loans. Our line of credit matures on August 18, 2017, and may be extended for two one-year periods subject to satisfaction of certain conditions, including payment of an extension fee. | |
The maximum principal amount of the Credit Agreement, as amended, may be increased up to a total principal amount of $350,000,000, subject to (a) the terms of the Credit Agreement, as amended, and (b) such additional financing being offered and provided by existing lenders or new lenders under the Credit Agreement, as amended. | |
At our option, loans under the Credit Agreement, as amended, bear interest at per annum rates equal to: (a) (i) the Eurodollar Rate plus (ii) a margin ranging from 1.95% to 2.45% based on our consolidated leverage ratio, or (b) (i) the greater of: (x) the prime rate publicly announced by Bank of America, (y) the Federal Funds Rate (as defined in the Credit Agreement, as amended,) plus 0.50% and (z) the one-month Eurodollar Rate (as defined in the Credit Agreement, as amended,) plus 1.00%, plus (ii) a margin ranging from 0.75% to 1.25% based on our consolidated leverage ratio. Accrued interest under the Credit Agreement, as amended, is payable monthly. | |
We are required to pay a fee on the unused portion of the lenders’ commitments under the Credit Agreement, as amended, at a per annum rate equal to 0.20% if the average daily used amount is greater than 50.0% of the commitments and 0.25% if the average daily used amount is less than or equal to 50.0% of the commitments. | |
The Credit Agreement, as amended, contains various affirmative and negative covenants that are customary for credit facilities and transactions of this type, including limitations on the incurrence of debt by our operating partnership and its subsidiaries and limitations on secured recourse indebtedness. The Credit Agreement, as amended, imposes the following financial covenants, which are specifically defined in the Credit Agreement, as amended: (a) a maximum consolidated leverage ratio; (b) a maximum consolidated secured leverage ratio; (c) a minimum consolidated tangible net worth covenant; (d) a minimum consolidated fixed charge coverage ratio; (e) a minimum unencumbered indebtedness yield; (f) a maximum consolidated unencumbered leverage ratio; (g) a minimum consolidated unencumbered interest coverage ratio; (h) limitations on secured recourse indebtedness; and (i) limitations on consolidated unsecured indebtedness. As of March 31, 2015 and December 31, 2014, we were in compliance with all such covenants and requirements. | |
The Credit Agreement, as amended, requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the Credit Agreement, as amended. In the event of default, the lenders have the right to terminate their obligations under the Credit Agreement, as amended, including the funding of future loans, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon. Additionally, until we achieved a consolidated total asset value of $750,000,000, we were required to enter into pledge agreements, pursuant to which we pledged the capital stock of our subsidiaries which owned the real property to be included in the Unencumbered Property Pool, as such term is defined in the Credit Agreement, as amended. The pledged collateral was released in February 2015. | |
Our aggregate borrowing capacity under our line of credit was $60,000,000 as of March 31, 2015 and December 31, 2014. As of March 31, 2015 and December 31, 2014, there were no borrowings outstanding and $60,000,000 remained available under our line of credit. |
Identified_Intangible_Liabilit
Identified Intangible Liabilities, Net | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Identified Intangible Liabilities [Abstract] | |||||
Identified Intangible Liabilities, Net | As of March 31, 2015 and December 31, 2014, identified intangible liabilities consisted of below market leases of $1,125,000 and $841,000, respectively, net of accumulated amortization of $114,000 and $35,000, respectively. Amortization expense on below market leases for the three months ended March 31, 2015 was $79,000. We did not incur any amortization expense on below market leases for the three months ended March 31, 2014. Amortization expense on below market leases is recorded to real estate revenue in our accompanying condensed consolidated statements of operations. | ||||
The weighted average remaining life of below market leases was 4.4 years and 4.9 years as of March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015, estimated amortization expense on below market leases for the nine months ending December 31, 2015 and for each of the next four years ending December 31 and thereafter was as follows: | |||||
Year | Amount | ||||
2015 | $ | 258,000 | |||
2016 | 325,000 | ||||
2017 | 221,000 | ||||
2018 | 128,000 | ||||
2019 | 67,000 | ||||
Thereafter | 126,000 | ||||
$ | 1,125,000 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies |
Litigation | |
We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows. | |
Environmental Matters | |
We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency. | |
Other Organizational and Offering Expenses | |
Our other organizational and offering expenses incurred in connection with our offering (other than selling commissions and the dealer manager fee which generally represent 7.0% and 3.0%, respectively, of our gross offering proceeds) were paid by our advisor or its affiliates on our behalf. These other organizational and offering expenses included all expenses to be paid by us in connection with our offering. These expenses only became our liability to the extent that other organizational and offering expenses did not exceed 2.0% of the gross offering proceeds from our offering. On March 12, 2015, we terminated the primary portion of our offering. As of March 31, 2015 and December 31, 2014, our advisor and its affiliates had not incurred expenses on our behalf in excess of 2.0% of the gross offering proceeds from our offering. When recorded by us, other organizational expenses were expensed as incurred, as applicable, and offering expenses were charged to stockholders' equity as such amounts were reimbursed to our advisor or its affiliates from the gross proceeds of our offering. See Note 13, Related Party Transactions — Offering Stage, for a further discussion of other organization and offering expenses. | |
Other | |
Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interest | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Redeemable Noncontrolling Interest | 11. Redeemable Noncontrolling Interest | ||||||||
As of March 31, 2015 and December 31, 2014, we owned greater than a 99.99% general partnership interest in our operating partnership and our advisor owned less than a 0.01% limited partnership interest in our operating partnership. The noncontrolling interest of our advisor in our operating partnership that has redemption features outside of our control is accounted for as redeemable noncontrolling interest and is presented in the mezzanine section of our accompanying condensed consolidated balance sheets. See Note 12, Equity — Noncontrolling Interest of Limited Partner in Operating Partnership, for a further discussion. In addition, see Note 13, Related Party Transactions — Liquidity Stage — Subordinated Participation Interest — Subordinated Distribution Upon Listing and Note 13, Related Party Transactions — Subordinated Distribution Upon Termination, for a further discussion of the redemption features of the limited partnership units. | |||||||||
We record the carrying amount of redeemable noncontrolling interest at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of net income or loss and distributions or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interest consisted of the following for the three months ended March 31, 2015 and 2014: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Beginning Balance | $ | 2,000 | $ | — | |||||
Reclassification from equity | — | 2,000 | |||||||
Net loss attributable to redeemable noncontrolling interest | — | (1,000 | ) | ||||||
Ending Balance | $ | 2,000 | $ | 1,000 | |||||
Equity
Equity | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Equity [Abstract] | |||||||
Equity | 12. Equity | ||||||
Preferred Stock | |||||||
Our charter authorizes us to issue 200,000,000 shares of our preferred stock, par value $0.01 per share. As of March 31, 2015 and December 31, 2014, no shares of preferred stock were issued and outstanding. | |||||||
Common Stock | |||||||
Our charter authorizes us to issue 1,000,000,000 shares of our common stock, par value $0.01 per share. On January 15, 2013, our advisor acquired 22,222 shares of our common stock for total cash consideration of $200,000 and was admitted as our initial stockholder. We used the proceeds from the sale of shares of our common stock to our advisor to make an initial capital contribution to our operating partnership. On each of May 14, 2014 and December 10, 2014, we granted 10,000 and 5,000 shares, respectively, of our restricted common stock to our independent directors. On March 12, 2015, we terminated the primary portion of our offering. We continued to offer shares of our common stock in our offering pursuant to the DRIP until the termination of the DRIP portion of our offering and deregistration of our offering on April 22, 2015. See Note 19, Subsequent Events — Status of our Offering, for a further discussion. | |||||||
On March 25, 2015, we filed a Registration Statement on Form S-3 under the Securities Act to register a maximum of $250,000,000 of additional shares of our common stock pursuant to the Secondary DRIP. The Registration Statement on Form S-3 was automatically effective with the SEC upon its filing; however, we did not commence offering shares pursuant to the Secondary DRIP until April 22, 2015 following the deregistration of our offering. | |||||||
Through March 31, 2015, we had issued 184,931,598 shares of our common stock in connection with the primary portion of our offering and 1,371,448 shares of our common stock pursuant to the DRIP. We also repurchased 15,351 shares of our common stock under our share repurchase plan through March 31, 2015. As of March 31, 2015 and December 31, 2014, we had 186,324,917 and 91,623,241 shares of our common stock issued and outstanding, respectively. | |||||||
Offering Costs | |||||||
Selling Commissions | |||||||
Our dealer manager received selling commissions of up to 7.0% of the gross offering proceeds from the sale of shares of our common stock in our offering other than shares of our common stock sold pursuant to the DRIP. Our dealer manager was allowed to re-allow all or a portion of these fees to participating broker-dealers. For the three months ended March 31, 2015, we incurred $62,362,000 in selling commissions to our dealer manager, which were charged to stockholders' equity as such amounts were reimbursed to our dealer manager from the gross proceeds of our offering. Our dealer manager did not receive any selling commissions for the three months ended March 31, 2014. | |||||||
Dealer Manager Fee | |||||||
Our dealer manager received a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of shares of our common stock in our offering other than shares of our common stock sold pursuant to the DRIP. For the three months ended March 31, 2015, we incurred $27,789,000 in dealer manager fees to our dealer manager, which were charged to stockholders' equity as such amounts were reimbursed to our dealer manager or its affiliates from the gross proceeds of our offering. Our dealer manager did not receive any dealer manager fees for the three months ended March 31, 2014. | |||||||
Noncontrolling Interest of Limited Partner in Operating Partnership | |||||||
On January 15, 2013, our advisor made an initial capital contribution of $2,000 to our operating partnership in exchange for 222 limited partnership units. Upon the effectiveness of the Advisory Agreement on February 26, 2014, Griffin-American Advisor became our advisor. As our advisor, Griffin-American Advisor is entitled to special redemption rights of its limited partnership units. Therefore, as of February 26, 2014, such limited partnership units no longer meet the criteria for classification within the equity section of our accompanying condensed consolidated balance sheets and as such were reclassified to the mezzanine section of our accompanying condensed consolidated balance sheets. See Note 11, Redeemable Noncontrolling Interest, for a further discussion. | |||||||
Distribution Reinvestment Plan | |||||||
We adopted the DRIP that allows stockholders to purchase additional shares of our common stock through the reinvestment of distributions at an offering price equal to 95.0% of the primary offering price of our offering, subject to certain conditions. We had registered and reserved $35,000,000 in shares of our common stock for sale pursuant to the DRIP in our offering at an offering price of $9.50 per share. On March 25, 2015, we filed a Registration Statement on Form S-3 under the Securities Act to register a maximum of $250,000,000 of additional shares of our common stock pursuant to the Secondary DRIP. The Registration Statement on Form S-3 was automatically effective with the SEC upon its filing; however, we did not commence offering shares pursuant to the Secondary DRIP until April 22, 2015 following the deregistration of our offering. See Note 19, Subsequent Events — Status of our Offering, for a further discussion. | |||||||
For the three months ended March 31, 2015, $10,295,000 in distributions were reinvested that resulted in 1,083,656 shares of our common stock being issued pursuant to the DRIP. No reinvestment of distributions was made for the three months ended March 31, 2014. As of March 31, 2015 and December 31, 2014, a total of $13,029,000 and $2,734,000, respectively, in distributions were reinvested that resulted in 1,371,448 and 287,792 shares of our common stock, respectively, being issued pursuant to the DRIP. | |||||||
Share Repurchase Plan | |||||||
Our board of directors has approved a share repurchase plan. Our share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases will be made at the sole discretion of our board of directors. Subject to the availability of the funds for share repurchases, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0% of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided, however, that shares subject to a repurchase requested upon the death of a stockholder will not be subject to this cap. Funds for the repurchase of shares of our common stock will come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to the DRIP and the Secondary DRIP. | |||||||
All repurchases will be subject to a one-year holding period, except for repurchases made in connection with a stockholder’s death or “qualifying disability,” as defined in our share repurchase plan. Further, all share repurchases will be repurchased following a one-year holding period at 92.5% to 100% of each stockholder's purchase amount depending on the period of time their shares have been held. At any time we are engaged in an offering of shares of our common stock, the repurchase amount for shares repurchased under our share repurchase plan will always be equal to or lower than the applicable per share offering price. However, if shares of our common stock are repurchased in connection with a stockholder's death or qualifying disability, the repurchase price will be no less than 100% of the price paid to acquire the shares of our common stock from us. Furthermore, our share repurchase plan provides that if there are insufficient funds to honor all repurchase requests, pending requests will be honored among all requests for repurchase in any given repurchase period, as follows: first, pro rata as to repurchases sought upon a stockholder's death; next, pro rata as to repurchases sought by stockholders with a qualifying disability; and, finally, pro rata as to other repurchase requests. | |||||||
For the three months ended March 31, 2015, we received share repurchase requests and repurchased 15,351 shares of our common stock for an aggregate of $153,000, at an average repurchase price of $9.99 per share. All shares were repurchased using proceeds we received from the sale of shares of our common stock pursuant to the DRIP. No share repurchases were requested or made for the three months ended March 31, 2014. | |||||||
As of March 31, 2015, we had received share repurchase requests and repurchased 15,351 shares of our common stock for an aggregate of $153,000 at an average price of $9.99 per share using proceeds we received from the sale of shares of our common stock pursuant to the DRIP. As of December 31, 2014, no share repurchases were requested or made. | |||||||
2013 Incentive Plan | |||||||
We adopted our incentive plan, pursuant to which our board of directors or a committee of our independent directors may make grants of options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, employees and consultants. The maximum number of shares of our common stock that may be issued pursuant to our incentive plan is 2,000,000 shares. | |||||||
Upon the election of two of our independent directors to our board of directors on February 25, 2014, or the service inception date, each of the independent directors became entitled to 5,000 shares of our restricted common stock, as defined in our incentive plan, upon the initial release from escrow of the minimum offering of $2,000,000 in shares of our common stock, or the minimum offering. Having raised the minimum offering and upon the initial release from escrow on May 14, 2014, or the grant date, we granted an aggregate of 10,000 shares of our restricted common stock, as defined in our incentive plan, to our independent directors in connection with their initial election to our board of directors, of which 20.0% vested on the grant date and 20.0% will vest on each of the first four anniversaries of the grant date. Upon the election of an additional independent director to our board of directors on December 10, 2014, we granted 5,000 shares of our restricted common stock, as defined in our incentive plan, to our independent director, which will vest over the same period described above. Shares of our restricted common stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. Such restrictions expire upon vesting. Shares of our restricted common stock have full voting rights and rights to distributions. | |||||||
From the service inception date to the grant date, we recognized compensation expense related to the shares of our restricted common stock based on the reporting date fair value, which was estimated at $10.00 per share, the price paid to acquire a share of common stock in our offering. Beginning on the grant date, compensation cost related to the shares of our restricted common stock is measured based on the grant date fair value, which we estimated at $10.00 per share, the price paid to acquire a share of common stock in our offering. Stock compensation expense is recognized from the service inception date to the vesting date for each vesting tranche (i.e., on a tranche by tranche basis) using the accelerated attribution method. ASC Topic 718, Compensation – Stock Compensation, requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the three months ended March 31, 2015 and 2014, we did not assume any forfeitures. For the three months ended March 31, 2015 and 2014, we recognized stock compensation expense of $14,000 and $15,000, respectively, which is included in general and administrative in our accompanying condensed consolidated statements of operations. | |||||||
As of March 31, 2015 and December 31, 2014, there was $74,000 and $88,000, respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to nonvested shares of our restricted common stock. As of March 31, 2015, this expense is expected to be recognized over a remaining weighted average period of 1.81 years. | |||||||
As of March 31, 2015 and December 31, 2014, the weighted average grant date fair value of the nonvested shares of our restricted common stock was $120,000. A summary of the status of the nonvested shares of our restricted common stock as of March 31, 2015 and December 31, 2014 and the changes for the three months ended March 31, 2015, is presented below: | |||||||
Number of Nonvested | Weighted | ||||||
Shares of our | Average Grant | ||||||
Restricted Common Stock | Date Fair Value | ||||||
Balance — December 31, 2014 | 12,000 | $ | 10 | ||||
Granted | — | $ | — | ||||
Vested | — | $ | — | ||||
Forfeited | — | $ | — | ||||
Balance — March 31, 2015 | 12,000 | $ | 10 | ||||
Expected to vest — March 31, 2015 | 12,000 | $ | 10 | ||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Related Party Transactions [Abstract] | ||||||||||
Related Party Transactions | 13. Related Party Transactions | |||||||||
Fees and Expenses Paid to Affiliates | ||||||||||
All of our executive officers and our non-independent directors are also executive officers and employees and/or holders of a direct or indirect interest in our advisor, one of our co-sponsors or other affiliated entities. We are affiliated with our advisor and American Healthcare Investors; however, we are not affiliated with Griffin Capital or Griffin Securities. We entered into the Advisory Agreement, which entitles our advisor and its affiliates to specified compensation for certain services, as well as reimbursement of certain expenses. In the aggregate, for the three months ended March 31, 2015 and 2014, we incurred $9,506,000 and $174,000, respectively, in fees and expenses to our affiliates as detailed below. | ||||||||||
Offering Stage | ||||||||||
Other Organizational and Offering Expenses | ||||||||||
Our other organizational and offering expenses were paid by our advisor or its affiliates on our behalf. Our advisor or its affiliates were reimbursed for actual expenses incurred up to 2.0% of the gross offering proceeds from the sale of shares of our common stock in our offering other than shares of our common stock sold pursuant to the DRIP. For the three months ended March 31, 2015, we incurred $519,000 in other organizational and offering expenses to our advisor. Other organizational expenses were expensed as incurred and offering expenses were charged to stockholders' equity as such amounts were reimbursed to our advisor or its affiliates from the gross proceeds of our offering. We did not incur other organizational and offering expenses to our advisor for the three months ended March 31, 2014. | ||||||||||
Acquisition and Development Stage | ||||||||||
Acquisition Fee | ||||||||||
Our advisor or its affiliates receive an acquisition fee of up to 2.25% of the contract purchase price, including any contingent or earn-out payments that may be paid, for each property we acquire or 2.0% of the origination or acquisition price, including any contingent or earn-out payments that may be paid, for any real estate-related investment we originate or acquire. Until January 30, 2015, the acquisition fee for property acquisitions was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at the established offering price as of the date of closing, net of selling commissions and dealer manager fees, which was $9.00 per share. Since January 31, 2015, the acquisition fee for property acquisitions is paid in cash equal to 2.25% of the contract purchase price. Our advisor or its affiliates are entitled to receive these acquisition fees for properties and real estate-related investments we acquire with funds raised in our offering including acquisitions completed after the termination of the Advisory Agreement, or funded with net proceeds from the sale of a property or real estate-related investment, subject to certain conditions. | ||||||||||
Acquisition fees in connection with the acquisition of properties are expensed as incurred in accordance with ASC Topic 805, Business Combinations, or ASC Topic 805, and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. Acquisition fees in connection with the acquisition of real estate-related investments are capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. | ||||||||||
For the three months ended March 31, 2015, we incurred $7,894,000 in acquisition fees to our advisor or its affiliates, which included 55,684 shares of our common stock issued for the three months ended March 31, 2015. We did not incur any acquisition fees to our advisor or its affiliates for the three months ended March 31, 2014. | ||||||||||
Development Fee | ||||||||||
In the event our advisor or its affiliates provide development-related services, our advisor or its affiliates receive a development fee in an amount that is usual and customary for comparable services rendered for similar projects in the geographic market where the services are provided; however, we will not pay a development fee to our advisor or its affiliates if our advisor or its affiliates elect to receive an acquisition fee based on the cost of such development. | ||||||||||
For the three months ended March 31, 2015 and 2014, we did not incur any development fees to our advisor or its affiliates. | ||||||||||
Reimbursement of Acquisition Expenses | ||||||||||
Our advisor or its affiliates are reimbursed for acquisition expenses related to selecting, evaluating and acquiring assets, which are reimbursed regardless of whether an asset is acquired. The reimbursement of acquisition expenses, acquisition fees and real estate commissions paid to unaffiliated parties will not exceed, in the aggregate, 6.0% of the contract purchase price or total development costs, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction. For the three months ended March 31, 2015, such fees and expenses did not exceed 6.0% of the contract purchase price of our acquisitions. We did not incur such fees and expenses for the three months ended March 31, 2014. | ||||||||||
Reimbursements of acquisition expenses are expensed as incurred in accordance with ASC Topic 805 and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. Reimbursements of acquisition expenses in connection with the acquisition of real estate-related investments are capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. | ||||||||||
For the three months ended March 31, 2015 and 2014, we did not incur any acquisition expenses to our advisor or its affiliates. | ||||||||||
Operational Stage | ||||||||||
Asset Management Fee | ||||||||||
Our advisor or its affiliates are paid a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.75% of average invested assets, subject to our stockholders receiving distributions in an amount equal to 5.0% per annum, cumulative, non-compounded, of invested capital. For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate properties and real estate-related investments, before deducting depreciation, amortization, bad debt and other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation; and invested capital means, for a specified period, the aggregate issue price of shares of our common stock purchased by our stockholders, reduced by distributions of net sales proceeds by us to our stockholders and by any amounts paid by us to repurchase shares of our common stock pursuant to our share repurchase plan. | ||||||||||
For the three months ended March 31, 2015, we incurred $957,000 in asset management fees to our advisor or its affiliates. We did not incur any asset management fees to our advisor or its affiliates for the three months ended March 31, 2014. Asset management fees are included in general and administrative in our accompanying condensed consolidated statements of operations. | ||||||||||
Property Management Fee | ||||||||||
Our advisor or its affiliates may directly serve as property manager of our properties or may sub-contract their property management duties to any third party and provide oversight of such third party property manager. Our advisor or its affiliates are paid a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows: (i) a 1.0% property management oversight fee for any stand-alone, single-tenant net leased property, (ii) a 1.5% property management oversight fee for any property that is not a stand-alone, single-tenant net leased property and for which our advisor or its affiliates will provide oversight of a third party that performs the duties of a property manager with respect to such property, or (iii) a fair and reasonable property management fee that is approved by a majority of our directors, including a majority of our independent directors, that is not less favorable to us than terms available from unaffiliated third parties for any property that is not a stand-alone, single-tenant net leased property and for which our advisor or its affiliates will directly serve as the property manager without sub-contracting such duties to a third party. | ||||||||||
For the three months ended March 31, 2015, we incurred $136,000 in property management fees to our advisor or its affiliates. For the three months ended March 31, 2014, we did not incur any property management fees to our advisor or its affiliates. Property management fees are included in rental expenses in our accompanying condensed consolidated statements of operations. | ||||||||||
Lease Fees | ||||||||||
We pay our advisor or its affiliates a separate fee for any leasing activities 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 as determined by a survey of brokers and agents in such area. Such fee is generally expected to range from 3.0% to 6.0% of the gross revenues generated during the initial term of the lease. | ||||||||||
For the three months ended March 31, 2015 and 2014, we did not incur any lease fees to our advisor or its affiliates. When incurred by us, lease fees will be capitalized as lease commissions and included in other assets, net in our accompanying condensed consolidated balance sheets. | ||||||||||
Construction Management Fee | ||||||||||
In the event that our advisor or its affiliates assist with planning and coordinating the construction of any capital or tenant improvements, our advisor or its affiliates are paid a construction management fee of up to 5.0% of the cost of such improvements. For the three months ended March 31, 2015 and 2014, we did not incur any construction management fees to our advisor or its affiliates. | ||||||||||
Construction management fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets or are expensed and included in our accompanying condensed consolidated statements of operations, as applicable. | ||||||||||
Operating Expenses | ||||||||||
We reimburse our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations. However, we cannot reimburse our advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of: (i) 2.0% of our average invested assets, as defined in the Advisory Agreement, or (ii) 25.0% of our net income, as defined in the Advisory Agreement, unless our independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient. | ||||||||||
For the 12 months ended March 31, 2015, our operating expenses did not exceed this limitation. Our operating expenses as a percentage of average invested assets and as a percentage of net income were 1.6% and (29.7)%, respectively, for the 12 months ended March 31, 2015. | ||||||||||
For the three months ended March 31, 2015 and 2014, our advisor or its affiliates incurred operating expenses on our behalf of $0 and $174,000, respectively. Operating expenses are generally included in general and administrative in our accompanying condensed consolidated statements of operations. | ||||||||||
Compensation for Additional Services | ||||||||||
Our advisor and its affiliates are paid for services performed for us other than those required to be rendered by our advisor or its affiliates under the Advisory Agreement. The rate of compensation for these services has to be approved by a majority of our board of directors, including a majority of our independent directors, and cannot exceed an amount that would be paid to unaffiliated parties for similar services. For the three months ended March 31, 2015 and 2014, our advisor and its affiliates were not compensated for any additional services. | ||||||||||
Liquidity Stage | ||||||||||
Disposition Fees | ||||||||||
For services relating to the sale of one or more properties, our advisor or its affiliates are paid a disposition fee up to the lesser of 2.0% of the contract sales price or 50.0% of a customary competitive real estate commission given the circumstances surrounding the sale, in each case as determined by our board of directors, including a majority of our independent directors, upon the provision of a substantial amount of the services in the sales effort. The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated parties, will not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. For the three months ended March 31, 2015 and 2014, we did not incur any disposition fees to our advisor or its affiliates. | ||||||||||
Subordinated Participation Interest | ||||||||||
Subordinated Distribution of Net Sales Proceeds | ||||||||||
In the event of liquidation, our advisor will be paid a subordinated distribution of net sales proceeds. The distribution will be equal to 15.0% of the remaining net proceeds from the sales of properties, after distributions to our stockholders, in the aggregate, of: (i) a full return of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) plus (ii) an annual 7.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock, as adjusted for distributions of net sales proceeds. Actual amounts to be received depend on the sale prices of properties upon liquidation. For the three months ended March 31, 2015 and 2014, we did not incur any such distributions to our advisor. | ||||||||||
Subordinated Distribution Upon Listing | ||||||||||
Upon the listing of shares of our common stock on a national securities exchange, in redemption of our advisor's limited partnership units, our advisor will be paid a distribution equal to 15.0% of the amount by which (i) the market value of our outstanding common stock at listing plus distributions paid prior to listing exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the amount of cash that, if distributed to stockholders as of the date of listing, would have provided them an annual 7.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the date of listing. Actual amounts to be received depend upon the market value of our outstanding stock at the time of listing, among other factors. For the three months ended March 31, 2015 and 2014, we did not incur any such distributions to our advisor. | ||||||||||
Subordinated Distribution Upon Termination | ||||||||||
Pursuant to the Agreement of Limited Partnership, as amended, of our operating partnership, upon termination or non-renewal of the Advisory Agreement, our advisor will also be entitled to a subordinated distribution in redemption of its limited partnership units from our operating partnership equal to 15.0% of the amount, if any, by which (i) the appraised value of our assets on the termination date, less any indebtedness secured by such assets, plus total distributions paid through the termination date, exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the total amount of cash equal to an annual 7.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the termination date. In addition, our advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing or other liquidity event, including a liquidation, sale of substantially all of our assets or merger in which our stockholders receive in exchange for their shares of our common stock, shares of a company that are traded on a national securities exchange. | ||||||||||
As of March 31, 2015 and December 31, 2014, we had not recorded any charges to earnings related to the subordinated distribution upon termination. | ||||||||||
Stock Purchase Plans | ||||||||||
On March 5, 2014, our Chairman of the Board of Directors and Chief Executive Officer, Jeffrey T. Hanson, our President and Chief Operating Officer, Danny Prosky, and our Executive Vice President, General Counsel, Mathieu B. Streiff, each executed stock purchase plans, or the 2014 Stock Purchase Plans, whereby they each irrevocably agreed to invest 100% of their net after-tax base salary and cash bonus compensation earned as employees of American Healthcare Investors directly into our company by purchasing shares of our common stock. In addition, on March 5, 2014, our Chief Financial Officer, Shannon K S Johnson, our Senior Vice President — Acquisitions, Stefan K.L. Oh, our Secretary, Cora Lo, and our Vice President — Asset Management, Chris Rooney, each executed similar 2014 Stock Purchase Plans whereby they each irrevocably agreed to invest 15.0%, 15.0%, 10.0%, and 15.0%, respectively, of their net after-tax base salaries that were earned as employees of American Healthcare Investors directly into our company by purchasing shares of our common stock. Such arrangements terminated on December 31, 2014. | ||||||||||
Effective January 1, 2015, Messrs. Hanson, Prosky, Streiff, Oh and Rooney, and Mses. Johnson and Lo, each adopted a stock purchase plan, or the 2015 Stock Purchase Plans, on terms similar to each of the 2014 Stock Purchase Plans described above. The 2015 Stock Purchase Plans each terminated in connection with the termination of the primary portion of our offering. | ||||||||||
Purchases of shares of our common stock pursuant to the 2014 Stock Purchase Plans commenced after the initial release from escrow of the minimum offering amount, beginning with the officers' regularly scheduled payroll payment on May 20, 2014. The shares of common stock were purchased at a price of $9.00 per share, reflecting the purchase price of the shares in our offering, exclusive of selling commissions and the dealer manager fee. | ||||||||||
For the three months ended March 31, 2015, our officers invested the following amounts and we issued the following shares of our common stock pursuant to the applicable stock purchase plan: | ||||||||||
Three Months Ended | ||||||||||
March 31, 2015 | ||||||||||
Officer's Name | Title | Amount | Shares | |||||||
Jeffrey T. Hanson | Chairman of the Board of Directors and Chief Executive Officer | $ | 17,000 | 1,902 | ||||||
Danny Prosky | President, Chief Operating Officer and Director | 20,000 | 2,246 | |||||||
Mathieu B. Streiff | Executive Vice President, General Counsel | 19,000 | 2,062 | |||||||
Shannon K S Johnson | Chief Financial Officer | 1,000 | 165 | |||||||
Stefan K.L. Oh | Senior Vice President — Acquisitions | 2,000 | 168 | |||||||
Cora Lo | Secretary | 1,000 | 106 | |||||||
Chris Rooney | Vice President — Asset Management | 1,000 | 135 | |||||||
$ | 61,000 | 6,784 | ||||||||
Accounts Payable Due to Affiliates | ||||||||||
The following amounts were outstanding to our affiliates as of March 31, 2015 and December 31, 2014: | ||||||||||
March 31, | December 31, | |||||||||
Fee | 2015 | 2014 | ||||||||
Offering costs | $ | 117,000 | $ | 415,000 | ||||||
Asset and property management fees | 445,000 | 131,000 | ||||||||
Acquisition fees | 118,000 | 31,000 | ||||||||
$ | 680,000 | $ | 577,000 | |||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||
Fair Value Measurements | 14. Fair Value Measurements | ||||||||||||||||||
Assets and Liabilities Reported at Fair Value | |||||||||||||||||||
The table below presents our assets and liabilities measured at fair value on a recurring basis as of March 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall. | |||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||||
Identical Assets | (Level 2) | Inputs | |||||||||||||||||
and Liabilities | (Level 3) | ||||||||||||||||||
(Level 1) | |||||||||||||||||||
Assets: | |||||||||||||||||||
Contingent consideration assets | $ | — | $ | — | $ | — | $ | — | |||||||||||
Total assets at fair value | $ | — | $ | — | $ | — | $ | — | |||||||||||
Liabilities: | |||||||||||||||||||
Contingent consideration obligations | $ | — | $ | — | $ | 5,264,000 | $ | 5,264,000 | |||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 5,264,000 | $ | 5,264,000 | |||||||||||
The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall. | |||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||||
Identical Assets | (Level 2) | Inputs | |||||||||||||||||
and Liabilities | (Level 3) | ||||||||||||||||||
(Level 1) | |||||||||||||||||||
Liabilities: | |||||||||||||||||||
Contingent consideration obligations | $ | — | $ | — | $ | 1,393,000 | $ | 1,393,000 | |||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 1,393,000 | $ | 1,393,000 | |||||||||||
There were no transfers into and out of fair value measurement levels during the three months ended March 31, 2015. We did not have any assets and liabilities measured at fair value on a recurring basis as of March 31, 2014. | |||||||||||||||||||
Contingent Consideration | |||||||||||||||||||
Asset | |||||||||||||||||||
As of March 31, 2015, we have not recorded any contingent consideration receivables. In connection with our purchase of King of Prussia PA MOB on January 21, 2015, there is a contingent consideration receivable in the amount of either $0 or $1,100,000. $1,100,000 would be returned to us in the event that within one year of the acquisition date certain criteria are not met, including the seller leasing 4,536 square feet of GLA meeting certain lease criteria, occupancy by the tenant, delivery of a signed estoppel by the tenant and our receipt of the first month’s rent under the lease. We do not believe as of March 31, 2015 that we will receive such amount and therefore we have not recorded any contingent consideration receivables. | |||||||||||||||||||
Obligations | |||||||||||||||||||
As of March 31, 2015 and December 31, 2014, we have accrued $5,264,000 and $1,393,000, respectively, as contingent consideration obligations in connection with our property acquisitions, which is included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets. Such consideration will be paid upon various conditions being met, including our tenants achieving certain operating performance metrics and sellers' leasing unoccupied space, as discussed below. When recorded by us, contingent consideration assets will be included in other assets, net, in our accompanying condensed consolidated balance sheets. | |||||||||||||||||||
Of the amount accrued as of March 31, 2015, $3,471,000 relates to our acquisition of North Carolina ALF Portfolio on January 28, 2015, $795,000 relates to our acquisition of Acworth Medical Complex and $998,000 relates to various other property acquisitions. Of the amount accrued as of December 31, 2014, $795,000 relates to our acquisition of Acworth Medical Complex and $598,000 relates to another property acquisition. | |||||||||||||||||||
An estimated amount of $3,471,000 related to North Carolina ALF Portfolio will be paid based upon the computation in the lease agreement and receipt of notification within three years after the acquisition date that the tenant has increased its EBITDAR, as such term is used in the lease agreement, for the preceding three months. There is no minimum required payment but the maximum is capped at $13,144,000 and is also limited by the tenant’s ability to increase its EBITDAR. Any payment made will result in an increase in the monthly rent charged to the tenant and additional rental revenue to us. We have assumed that we will receive notification from the tenant for a payment three years from the date of acquisition, assumed an applicable rate, as such term is used in the lease agreement, of 7.2% and applied a discount rate of 1.25% per annum. | |||||||||||||||||||
As of March 31, 2015, we have accrued $795,000 related to Acworth Medical Complex, and such consideration will be paid within 18 months of the acquisition date based on the seller's leasing of up to 6,767 square feet of unoccupied space and achieving certain lease criteria. The payment of such consideration will occur after a qualified tenant delivers an estoppel, has taken occupancy and has begun paying rent under the new lease. There is no minimum or maximum required payment and we have assumed that the seller will lease 4,891 square feet of the 6,767 unoccupied square feet within the specified time frame. | |||||||||||||||||||
Unobservable Inputs and Reconciliation | |||||||||||||||||||
The fair value of the contingent consideration is determined based on the facts and circumstances existing at each reporting date and the likelihood of the counterparty achieving the necessary conditions based on a probability weighted discounted cash flow analysis based, in part, on significant inputs which are not observable in the market. As a result, we have determined that our contingent consideration valuations are classified in Level 3 of the fair value hierarchy. Any changes in the fair value of our contingent consideration assets and obligations subsequent to their acquisition date valuations are charged to earnings. Gains and losses recognized on contingent consideration assets and obligations are included in acquisition related expenses in our accompanying condensed consolidated statements of operations. | |||||||||||||||||||
The following table shows quantitative information about unobservable inputs related to Level 3 fair value measurements used as of March 31, 2015 and December 31, 2014 for the contingent consideration obligations: | |||||||||||||||||||
Range of Inputs/Inputs | Fair Value | ||||||||||||||||||
Acquisition | Unobservable Inputs(4) | 31-Mar-15 | 31-Dec-14 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
North Carolina ALF Portfolio(1) | Tenant’s Annualized EBITDAR, as Defined, for the Three Months Prior to Payment | $ | 3,516,000 | N/A | $ | 3,471,000 | $ | — | |||||||||||
Timing of Payment | January 27, 2018 | N/A | |||||||||||||||||
Applicable Rate, as Defined | 7.20% | N/A | |||||||||||||||||
Discount Rate per Annum | 1.25% | N/A | |||||||||||||||||
Percentage of Eligible Payment Requested | 100% | N/A | |||||||||||||||||
Acworth Medical Complex(2) | Percentage of Total Unoccupied Square Footage Leased Up | 72.30% | 72.30% | $ | 795,000 | $ | 795,000 | ||||||||||||
Rental Rate per Square Foot | $ | 16 | $ | 16 | |||||||||||||||
Tenant Improvement Allowance per Square Foot | $ | 30 | $ | 30 | |||||||||||||||
DeKalb Professional Center(2) | Percentage of Total Unoccupied Square Footage Leased Up | 100% | 100% | $ | 598,000 | $ | 598,000 | ||||||||||||
Rental Rate per Square Foot | $ | 15.5 | $ | 15.5 | |||||||||||||||
Tenant Improvement Allowance per Square Foot | $ | 30 | $ | 30 | |||||||||||||||
King of Prussia PA MOB(3) | Percentage of Total Unoccupied Square Footage Leased Up | 100% | N/A | $ | 400,000 | $ | — | ||||||||||||
Percentage of Allowance for Tenant Improvements and Leasing Commissions to be Paid | 100% | N/A | |||||||||||||||||
___________ | |||||||||||||||||||
-1 | The most significant input to the valuation is the tenant’s annualized EBITDAR, as defined. An increase (decrease) in the tenant’s annualized EBITDAR, as defined, would increase (decrease) the fair value. | ||||||||||||||||||
-2 | The most significant input to the valuation is the percentage of total unoccupied square footage leased up and the rental rate per square foot. An increase (decrease) in the percentage of total unoccupied square feet leased up and rental rate per square foot would increase (decrease) the fair value. An increase (decrease) in the tenant improvement allowance per square foot would decrease (increase) the fair value. | ||||||||||||||||||
-3 | The most significant input to the valuation is the percentage of total unoccupied square footage leased up. An increase (decrease) in the percentage of total unoccupied square feet leased up would increase (decrease) the fair value. An increase (decrease) in the percentage of allowance for tenant improvements and leasing commissions to be paid would increase (decrease) the fair value. | ||||||||||||||||||
-4 | Significant increases or decreases in any of the unobservable inputs in isolation or in the aggregate would result in a significantly higher or lower fair value measurement to the contingent consideration obligation as of March 31, 2015 and December 31, 2014. | ||||||||||||||||||
We did not have any contingent consideration assets and obligations for the three months ended March 31, 2014. The following is a reconciliation of the beginning and ending balances of our contingent consideration asset and obligations for the three months ended March 31, 2015: | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
31-Mar-15 | |||||||||||||||||||
Contingent Consideration Asset: | |||||||||||||||||||
Beginning balance | $ | — | |||||||||||||||||
Additions to contingent consideration asset | — | ||||||||||||||||||
Realized/unrealized (gains) losses recognized in earnings | — | ||||||||||||||||||
Ending balance | $ | — | |||||||||||||||||
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to asset still held | $ | — | |||||||||||||||||
Contingent Consideration Obligations: | |||||||||||||||||||
Beginning balance | $ | 1,393,000 | |||||||||||||||||
Additions to contingent consideration obligations | 3,871,000 | ||||||||||||||||||
Realized/unrealized (gains) losses recognized in earnings | — | ||||||||||||||||||
Ending balance | $ | 5,264,000 | |||||||||||||||||
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to obligations still held | $ | — | |||||||||||||||||
Financial Instruments Disclosed at Fair Value | |||||||||||||||||||
ASC Topic 825, Financial Instruments, requires disclosure of the fair value of financial instruments, whether or not recognized on the face of the balance sheet. Fair value is defined under ASC Topic 820, Fair Value Measurements and Disclosures. | |||||||||||||||||||
Our accompanying condensed consolidated balance sheets include the following financial instruments: real estate notes receivable, net, cash and cash equivalents, accounts and other receivables, net, restricted cash, real estate and escrow deposits, accounts payable and accrued liabilities, accounts payable due to affiliates and mortgage loans payable, net. | |||||||||||||||||||
We consider the carrying values of real estate notes receivable, net, cash and cash equivalents, accounts and other receivables, net, restricted cash, real estate and escrow deposits and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics, market data and because of the short period of time since origination of the instruments or the short period of time between origination of the instruments and their expected realization. The fair value of cash and cash equivalents is classified in Level 1 of the fair value hierarchy. The fair value of the other financial instruments is classified in Level 2 of the fair value hierarchy. The fair value of accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable. | |||||||||||||||||||
The fair value of the mortgage loans payable is estimated using a discounted cash flow analysis using borrowing rates available to us for debt instruments with similar terms and maturities. As of March 31, 2015 and December 31, 2014, the fair value of the mortgage loans payable was $27,428,000 and $17,058,000, respectively, compared to the carrying value of $26,735,000 and $16,959,000, respectively. We have determined that the mortgage loans payable valuations are classified as Level 2 within the fair value hierarchy. |
Business_Combinations
Business Combinations | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combinations | 15. Business Combinations | ||||||||
For the three months ended March 31, 2015, using net proceeds from our offering and the assumption of mortgage loans payable, we completed seven property acquisitions comprising 18 buildings, which have been accounted for as business combinations. The aggregate contract purchase price was $293,504,000, plus closing costs and acquisition fees of $8,759,000, which are included in acquisition related expenses in our accompanying condensed consolidated statements of operations. See Note 3, Real Estate Investments, Net for a listing of the properties acquired, acquisition dates and mortgage loans payable assumed. We did not complete any property acquisitions for the three months ended March 31, 2014. | |||||||||
Results of operations for the property acquisitions during the three months ended March 31, 2015 are reflected in our accompanying condensed consolidated statements of operations for the period from the date of acquisition of each property through March 31, 2015. We present separately Independence MOB Portfolio, which is the one individually significant property acquisition during the three months ended March 31, 2015, and aggregate the rest of the property acquisitions during the three months ended March 31, 2015. For the period from the acquisition date through March 31, 2015, we recognized the following amounts of revenue and net income for the property acquisitions: | |||||||||
Acquisition | Revenue | Net Income | |||||||
Independence MOB Portfolio | $ | 3,056,000 | $ | 287,000 | |||||
Other 2015 Acquisitions | $ | 1,756,000 | $ | 705,000 | |||||
The fair value of our seven property acquisitions at the time of each acquisition is shown below: | |||||||||
Independence MOB Portfolio | Other 2015 Acquisitions | ||||||||
Building and improvements | $ | 113,727,000 | $ | 137,800,000 | |||||
Land | 7,367,000 | 13,546,000 | |||||||
In-place leases | 7,182,000 | 9,931,000 | |||||||
Above market leases | 1,321,000 | 641,000 | |||||||
Leasehold interest | 5,715,000 | 94,000 | |||||||
Total assets acquired | 135,312,000 | 162,012,000 | |||||||
Mortgage loans payable, net | — | (9,946,000 | ) | ||||||
Below market leases | (350,000 | ) | (13,000 | ) | |||||
Other liabilities | — | (3,871,000 | ) | -1 | |||||
Total liabilities assumed | (350,000 | ) | (13,830,000 | ) | |||||
Net assets acquired | $ | 134,962,000 | $ | 148,182,000 | |||||
___________ | |||||||||
-1 | Included in other liabilities is $400,000 and $3,471,000 accrued for as contingent consideration obligations in connection with the purchase of King of Prussia PA MOB and North Carolina ALF Portfolio, respectively. For a further discussion, see Note 14, Fair Value Measurements — Assets and Liabilities Reported at Fair Value — Contingent Consideration. | ||||||||
Assuming the property acquisitions in 2015 discussed above had occurred on January 1, 2014, for the three months ended March 31, 2015 and 2014, unaudited pro forma revenue, net income (loss), net income (loss) attributable to controlling interest and net income (loss) per common share attributable to controlling interest — basic and diluted would have been as follows: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Revenue | $ | 15,208,000 | $ | 7,251,000 | |||||
Net income (loss) | $ | 1,272,000 | $ | (7,505,000 | ) | ||||
Net income (loss) attributable to controlling interest | $ | 1,272,000 | $ | (7,504,000 | ) | ||||
Net income (loss) per common share attributable to controlling interest — basic and diluted | $ | 0.01 | $ | (0.23 | ) | ||||
The unaudited pro forma adjustments assume that the offering proceeds, at a price of $10.00 per share, net of offering costs were raised as of January 1, 2014. In addition, acquisition related expenses associated with the acquisitions have been excluded from the pro forma results in 2015 and added to the 2014 pro forma results. The pro forma results are not necessarily indicative of the operating results that would have been obtained had the acquisitions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results. |
Segment_Reporting
Segment Reporting | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Reporting Disclosure | 16. Segment Reporting | ||||||||||||||||
ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. As of March 31, 2015, we evaluated our business and made resource allocations based on three reportable business segments — medical office buildings, hospitals and senior housing. Our medical office buildings are typically leased to multiple tenants under separate leases in each building, thus requiring active management and responsibility for many of the associated operating expenses (although many of these are, or can effectively be, passed through to the tenants). In addition, our medical office buildings segment includes our real estate notes receivable. Our hospital investments are primarily single-tenant properties which lease the facilities to unaffiliated tenants under "triple-net" and generally "master" leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. Our senior housing facilities are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under “triple-net” and generally “master” leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. | |||||||||||||||||
We evaluate performance based upon segment net operating income. We define segment net operating income as total revenues, less rental expenses, which excludes depreciation and amortization, general and administrative expenses, acquisition related expenses, interest expense and interest income for each segment. We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement. However, we believe that segment net operating income serves as a useful supplement to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis. | |||||||||||||||||
Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance. | |||||||||||||||||
Non-segment assets primarily consist of corporate assets including cash and cash equivalents, real estate and escrow deposits, and other assets not attributable to individual properties. | |||||||||||||||||
Summary information for the reportable segments during the three months ended March 31, 2015 and 2014 was as follows: | |||||||||||||||||
Medical Office Buildings | Hospitals | Senior Housing | Three Months Ended | ||||||||||||||
31-Mar-15 | |||||||||||||||||
Revenue: | |||||||||||||||||
Real estate revenue | $ | 8,310,000 | $ | 3,368,000 | $ | 1,085,000 | $ | 12,763,000 | |||||||||
Expenses: | |||||||||||||||||
Rental expenses | 2,970,000 | 594,000 | 76,000 | 3,640,000 | |||||||||||||
Segment net operating income | $ | 5,340,000 | $ | 2,774,000 | $ | 1,009,000 | $ | 9,123,000 | |||||||||
Expenses: | |||||||||||||||||
General and administrative | $ | 2,767,000 | |||||||||||||||
Acquisition related expenses | 9,408,000 | ||||||||||||||||
Depreciation and amortization | 4,673,000 | ||||||||||||||||
Loss from operations | (7,725,000 | ) | |||||||||||||||
Other income (expense): | |||||||||||||||||
Interest expense (including amortization of deferred financing costs and debt premium) | (397,000 | ) | |||||||||||||||
Interest income | 24,000 | ||||||||||||||||
Net loss | $ | (8,098,000 | ) | ||||||||||||||
Medical Office Buildings | Hospitals | Senior Housing | Three Months Ended | ||||||||||||||
31-Mar-14 | |||||||||||||||||
Revenue: | |||||||||||||||||
Real estate revenue | $ | — | $ | — | $ | — | $ | — | |||||||||
Expenses: | |||||||||||||||||
Rental expenses | — | — | — | — | |||||||||||||
Segment net operating income | $ | — | $ | — | $ | — | $ | — | |||||||||
Expenses: | |||||||||||||||||
General and administrative | 46,000 | ||||||||||||||||
Net loss | $ | (46,000 | ) | ||||||||||||||
Assets by reportable segment as of March 31, 2015 and December 31, 2014 were as follows: | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
Medical office buildings | $ | 433,213,000 | $ | 139,425,000 | |||||||||||||
Hospitals | 145,202,000 | 129,075,000 | |||||||||||||||
Senior housing | 63,520,000 | 13,580,000 | |||||||||||||||
Other | 1,034,683,000 | 549,604,000 | |||||||||||||||
Total assets | $ | 1,676,618,000 | $ | 831,684,000 | |||||||||||||
Concentration_of_Credit_Risk
Concentration of Credit Risk | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Concentration of Credit Risk [Abstract] | |||||||||||||||||
Concentration of Credit Risk | 17. Concentration of Credit Risk | ||||||||||||||||
Financial instruments that potentially subject us to a concentration of credit risk are primarily real estate notes receivable, cash and cash equivalents, accounts and other receivables, restricted cash and escrow deposits. Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased. We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. As of March 31, 2015 and December 31, 2014, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants is limited. We perform credit evaluations of prospective tenants, and security deposits are obtained at the time of property acquisition and upon lease execution. | |||||||||||||||||
Based on leases in effect as of March 31, 2015, we owned properties in two states for which each state accounted for 10.0% or more of our annualized base rent. Properties located in Texas and New Jersey accounted for 43.1% and 11.4%, respectively, of our annualized base rent. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state's economies. | |||||||||||||||||
Based on leases in effect as of March 31, 2015, our three reportable business segments, medical office buildings, hospitals and senior housing, accounted for 65.9%, 25.0% and 9.1%, respectively, of our annualized base rent. As of March 31, 2015, one of our tenants at our properties accounted for 10.0% or more of our annualized base rent, as follows: | |||||||||||||||||
Tenant | Annualized | Percentage of | Acquisition | Reportable Segment | GLA | Lease Expiration | |||||||||||
Base Rent(1) | Annualized | (Sq Ft) | Date | ||||||||||||||
Base Rent | |||||||||||||||||
Forest Park Medical Center(2) | $ | 10,844,000 | 22.6 | % | Southlake TX Hospital | Hospitals | 142,000 | 12/31/34 | |||||||||
___________ | |||||||||||||||||
-1 | Annualized base rent is based on contractual base rent from leases in effect as of March 31, 2015. The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations. | ||||||||||||||||
-2 | As of March 31, 2015, we had an outstanding receivable of $2,785,000 from Forest Park Medical Center and such outstanding receivable has increased to a total aggregate outstanding amount of $4,849,000 as of May 14, 2015. | ||||||||||||||||
For the three months ended March 31, 2014, we did not own any properties. |
Per_Share_Data
Per Share Data | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Per Share Data | 18. Per Share Data |
We report earnings (loss) per share pursuant to ASC Topic 260, Earnings per Share. Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) allocated to controlling interest by the weighted average number of shares of our common stock outstanding during the period. Net income (loss) allocated to controlling interest is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $2,000 for the three months ended March 31, 2015. For the three months ended March 31, 2014, we did not allocate any distributions to participating securities. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. Nonvested shares of our restricted common stock and redeemable limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock. As of March 31, 2015 and 2014, there were 12,000 and 0 nonvested shares, respectively, of our restricted common stock outstanding, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods. As of March 31, 2015 and 2014, there were 222 units of redeemable limited partnership units of our operating partnership outstanding, but such units were also excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods. |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Subsequent Events [Abstract] | |||||||||||||||||||
Subsequent Events | 19. Subsequent Events | ||||||||||||||||||
Status of our Offering | |||||||||||||||||||
On April 22, 2015, we terminated the DRIP portion of our offering and deregistered our offering. As of April 22, 2015, we had received and accepted subscriptions in our primary offering for 184,931,598 shares of our common stock, or $1,842,628,000, and a total of $18,511,000 in distributions were reinvested that resulted in 1,948,563 shares of our common stock being issued pursuant to the DRIP. | |||||||||||||||||||
Property Acquisitions | |||||||||||||||||||
Subsequent to March 31, 2015, we completed three property acquisitions comprising five buildings from an unaffiliated party. The aggregate contract purchase price of these properties was $56,520,000 and we paid $1,272,000 in acquisition fees to our advisor and its affiliates in connection with these acquisitions. We have not yet measured the fair value of the tangible and identified intangible assets and liabilities of the acquisitions. The following is a summary of our property acquisitions subsequent to March 31, 2015: | |||||||||||||||||||
Acquisition(1) | Location | Type | Date | Contract | Mortgage Loans Payable(2) | Acquisition Fee(3) | |||||||||||||
Acquired | Purchase Price | ||||||||||||||||||
Paoli Medical Plaza | Paoli, PA | Medical Office | 4/10/15 | $ | 24,820,000 | $ | 14,004,000 | $ | 558,000 | ||||||||||
Glen Burnie MD MOB | Glen Burnie, MD | Medical Office | 5/6/15 | 18,650,000 | — | 420,000 | |||||||||||||
Marietta GA MOB | Marietta, GA | Medical Office | 5/7/15 | 13,050,000 | — | 294,000 | |||||||||||||
$ | 56,520,000 | $ | 14,004,000 | $ | 1,272,000 | ||||||||||||||
___________ | |||||||||||||||||||
-1 | We own 100% of our properties acquired subsequent to March 31, 2015. | ||||||||||||||||||
-2 | Represents the principal balance of the mortgage loans payable assumed by us at the time of acquisition. | ||||||||||||||||||
-3 | Our advisor and its affiliates were paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership, the wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries and any variable interest entities, or VIEs, as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 810, Consolidation, or ASC Topic 810, which we have concluded should be consolidated pursuant to ASC Topic 810. | |
We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the properties acquired on our behalf. We are the sole general partner of our operating partnership, and as of March 31, 2015 and December 31, 2014, we owned greater than a 99.99% general partnership interest therein. Our advisor is a limited partner of our operating partnership, and as of March 31, 2015 and December 31, 2014, owned less than a 0.01% noncontrolling limited partnership interest therein. | |
Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our condensed consolidated financial statements. All significant intercompany accounts and transactions are eliminated in consolidation. | |
Interim Unaudited Financial Data | Interim Unaudited Financial Data |
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. | |
In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2014 Annual Report on Form 10-K, as filed with the SEC on March 19, 2015. | |
Use of Estimates | Use of Estimates |
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. | |
Allowance for Uncollectible Accounts | Allowance for Uncollectible Accounts |
Tenant receivables and unbilled deferred rent receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. We also maintain an allowance for deferred rent receivables arising from the straight line recognition of rents. Such allowances are charged to bad debt expense which is included in general and administrative in our accompanying condensed consolidated statements of operations. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant's financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. | |
As of March 31, 2015 and December 31, 2014, we had $42,000 and $0, respectively, in allowance for uncollectible accounts which was determined necessary to reduce receivables to our estimate of the amount recoverable. As of March 31, 2015 and December 31, 2014, we did not have any allowance for uncollectible accounts for deferred rent receivables and for the three months ended March 31, 2015 and 2014, we did not write-off any of our receivables or deferred rent receivables directly to bad debt expense. | |
Real Estate Notes Receivable, Net | Real Estate Notes Receivable, Net |
Real estate notes receivable, net consists of mortgage loans collateralized by interests in real property. Interest income on our real estate notes receivable is recognized on an accrual basis over the life of the investment using the interest method. Direct loan costs are amortized over the term of the loan as an adjustment to the yield on the loan. We record loans at cost. We evaluate the collectability of both interest and principal for each of our loans to determine whether they are impaired. A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of the allowance is calculated by comparing the recorded investment to either the value determined by discounting the expected future cash flows using the loan's effective interest rate or to the fair value of the collateral if the loan is collateral dependent. For the three months ended March 31, 2015 and 2014, there were no impairment losses recorded. | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities |
As of March 31, 2015 and December 31, 2014, accounts payable and accrued liabilities consist primarily of distributions payable of $9,495,000 and $2,992,000, respectively, and accrued property taxes of $2,694,000 and $1,914,000, respectively. | |
Segment Disclosure | Segment Disclosure |
ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. As of March 31, 2015, we operated through three reportable business segments — medical office buildings, hospitals and senior housing. Prior to December 2014, we operated through two reportable business segments; however, with the addition of our first hospital in December 2014, we segregated our operations into three reporting segments to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Prior to September 2014, we operated through one reportable business segment; however, with the addition of our first senior housing facility in September 2014, we segregated our operations into two reporting segments to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. | |
See Note 16, Segment Reporting, for a further discussion. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, or ASU 2014-09, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 supersedes most existing revenue recognition guidance, including industry-specific revenue recognition guidance, and is effective for public entities for interim and annual reporting periods beginning after December 15, 2016. Further, the application of ASU 2014-09 permits the use of either the full retrospective or cumulative effect transition approach. Early application is not permitted. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU 2014-09. | |
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, or ASU 2015-02, which amends the consolidation analysis required under ASC Topic 810. Specifically, ASU 2015-02: (i) modifies the evaluation of whether limited partnerships and similar legal entities are VIEs, (ii) eliminates the presumption that a general partner should consolidate a limited partnership and (iii) amends the effect of fee arrangements in the primary beneficiary determination. Further, the application of ASU 2015-02 permits the use of either the full retrospective or modified retrospective adoption approach. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. We have not yet selected a transition method nor have we determined the impact the adoption of ASU 2015-02 on January 1, 2016 will have on our consolidated financial statements, if any. | |
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03, which amends the presentation of debt issuance costs in the financial statements to present such costs as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Amortization of such costs is required to be reported as interest expense, which is consistent with the current presentation in our consolidated financial statements. Further, the application of ASU 2015-03 requires retrospective adjustment of all prior periods presented. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. We do not believe the adoption of ASU 2015-03 on January 1, 2016 will have a material impact on our consolidated financial statements. |
Real_Estate_Investments_Net_Ta
Real Estate Investments, Net (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Real Estate [Abstract] | ||||||||||||||||||||
Real Estate Investments, Net | Our real estate investments, net consisted of the following as of March 31, 2015 and December 31, 2014: | |||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Building and improvements | $ | 488,983,000 | $ | 237,165,000 | ||||||||||||||||
Land | 33,901,000 | 12,988,000 | ||||||||||||||||||
522,884,000 | 250,153,000 | |||||||||||||||||||
Less: accumulated depreciation | (4,471,000 | ) | (1,124,000 | ) | ||||||||||||||||
$ | 518,413,000 | $ | 249,029,000 | |||||||||||||||||
Summary of Acquisitions | Acquisitions in 2015 | |||||||||||||||||||
For the three months ended March 31, 2015, we completed seven property acquisitions comprising 18 buildings from unaffiliated parties. The aggregate contract purchase price of these properties was $293,504,000 and we incurred $6,603,000 to our advisor and its affiliates in acquisition fees in connection with these property acquisitions. The following is a summary of our property acquisitions for the three months ended March 31, 2015: | ||||||||||||||||||||
Acquisition(1) | Location | Type | Date Acquired | Contract | Mortgage Loans Payable(2) | Acquisition | ||||||||||||||
Purchase Price | Fee | |||||||||||||||||||
Delta Valley ALF Portfolio(3) | Springdale, AR | Senior Housing | 1/8/15 | $ | 8,105,000 | $ | — | $ | 182,000 | -4 | ||||||||||
Independence MOB Portfolio | Southgate, KY; Somerville, MA, Verona and Morristown, NJ; and Bronx, NY | Medical Office | 1/13/15 | 135,000,000 | — | 3,038,000 | -4 | |||||||||||||
and | ||||||||||||||||||||
1/26/15 | ||||||||||||||||||||
King of Prussia PA MOB | King of Prussia, PA | Medical Office | 1/21/15 | 18,500,000 | 9,946,000 | 416,000 | -4 | |||||||||||||
North Carolina ALF Portfolio | Mooresville and Raleigh, NC | Senior Housing | 1/28/15 | 38,856,000 | — | 874,000 | -4 | |||||||||||||
Orange Star Medical Portfolio | Durango, CO and Keller, Wharton and Friendswood, TX | Medical Office | 2/26/15 | 57,650,000 | — | 1,297,000 | -5 | |||||||||||||
and | ||||||||||||||||||||
Hospital | ||||||||||||||||||||
Kingwood MOB Portfolio | Kingwood, TX | Medical Office | 3/11/15 | 14,949,000 | — | 336,000 | -5 | |||||||||||||
Mt. Juliet TN MOB | Mount Juliet, TN | Medical Office | 3/17/15 | 13,000,000 | — | 293,000 | -5 | |||||||||||||
Homewood AL MOB | Homewood, AL | Medical Office | 3/27/15 | 7,444,000 | — | 167,000 | -5 | |||||||||||||
Total | $ | 293,504,000 | $ | 9,946,000 | $ | 6,603,000 | ||||||||||||||
___________ | ||||||||||||||||||||
-1 | We own 100% of our properties acquired in 2015. | |||||||||||||||||||
-2 | Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. | |||||||||||||||||||
-3 | On January 8, 2015, we added one additional building to our existing Delta Valley ALF Portfolio. The other two buildings were purchased in September 2014. | |||||||||||||||||||
-4 | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. | |||||||||||||||||||
-5 | Our advisor and its affiliates were paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price. | |||||||||||||||||||
The following is a summary of our property acquisitions subsequent to March 31, 2015: | ||||||||||||||||||||
Acquisition(1) | Location | Type | Date | Contract | Mortgage Loans Payable(2) | Acquisition Fee(3) | ||||||||||||||
Acquired | Purchase Price | |||||||||||||||||||
Paoli Medical Plaza | Paoli, PA | Medical Office | 4/10/15 | $ | 24,820,000 | $ | 14,004,000 | $ | 558,000 | |||||||||||
Glen Burnie MD MOB | Glen Burnie, MD | Medical Office | 5/6/15 | 18,650,000 | — | 420,000 | ||||||||||||||
Marietta GA MOB | Marietta, GA | Medical Office | 5/7/15 | 13,050,000 | — | 294,000 | ||||||||||||||
$ | 56,520,000 | $ | 14,004,000 | $ | 1,272,000 | |||||||||||||||
___________ | ||||||||||||||||||||
-1 | We own 100% of our properties acquired subsequent to March 31, 2015. | |||||||||||||||||||
-2 | Represents the principal balance of the mortgage loans payable assumed by us at the time of acquisition. | |||||||||||||||||||
-3 | Our advisor and its affiliates were paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price. |
Real_Estate_Notes_Receivable_T
Real Estate Notes Receivable (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Real Estate Notes Receivable | |||||||||
Real Estate Notes Receivable, Net | Real estate notes receivable, net consisted of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Real estate notes receivable | $ | 60,217,000 | $ | — | |||||
Add: unamortized loan costs | 1,203,000 | — | |||||||
Real estate notes receivable, net | $ | 61,420,000 | $ | — | |||||
Changes in Carrying Amount of Real Estate Notes Receivable | The changes in the carrying amount of real estate notes receivable, net consisted of the following for the three months ended March 31, 2015: | ||||||||
Amount | |||||||||
Real estate notes receivable, net — December 31, 2014 | $ | — | |||||||
Additions: | |||||||||
Acquisition of real estate notes receivable | 60,217,000 | ||||||||
Loan costs | 1,273,000 | ||||||||
Deductions: | |||||||||
Amortization of loan costs | (70,000 | ) | |||||||
Real estate notes receivable, net — March 31, 2015 | $ | 61,420,000 | |||||||
Identified_Intangible_Assets_N1
Identified Intangible Assets, Net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||||
Identified intangible assets, net | Identified intangible assets, net consisted of the following as of March 31, 2015 and December 31, 2014: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
In-place leases, net of accumulated amortization of $1,493,000 and $339,000 as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 12.6 years and 15.9 years as of March 31, 2015 and December 31, 2014, respectively) | $ | 40,815,000 | $ | 24,987,000 | ||||
Leasehold interests, net of accumulated amortization of $24,000 and $1,000 as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 56.7 years and 75.0 years as of March 31, 2015 and December 31, 2014, respectively) | 7,278,000 | 1,492,000 | ||||||
Above market leases, net of accumulated amortization of $385,000 and $145,000 as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 5.7 years and 7.0 years as of March 31, 2015 and December 31, 2014, respectively) | 4,859,000 | 3,157,000 | ||||||
$ | 52,952,000 | $ | 29,636,000 | |||||
Amortization expense on identified intangible assets | As of March 31, 2015, estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2015 and for each of the next four years ending December 31 and thereafter was as follows: | |||||||
Year | Amount | |||||||
2015 | $ | 5,074,000 | ||||||
2016 | 6,334,000 | |||||||
2017 | 5,489,000 | |||||||
2018 | 4,421,000 | |||||||
2019 | 3,598,000 | |||||||
Thereafter | 28,036,000 | |||||||
$ | 52,952,000 | |||||||
Other_Assets_Net_Tables
Other Assets, Net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Assets [Abstract] | ||||||||
Other Assets, Net | Other assets, net consisted of the following as of March 31, 2015 and December 31, 2014: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Deferred financing costs, net of accumulated amortization of $172,000 and $87,000 as of March 31, 2015 and December 31, 2014, respectively | $ | 963,000 | $ | 899,000 | ||||
Prepaid expenses and deposits | 813,000 | 177,000 | ||||||
Deferred rent receivables | 628,000 | 240,000 | ||||||
$ | 2,404,000 | $ | 1,316,000 | |||||
Estimated Amortization Expense on Deferred Financing Costs | As of March 31, 2015, estimated amortization expense on deferred financing costs for the nine months ending December 31, 2015 and for each of the next four years ending December 31 and thereafter was as follows: | |||||||
Year | Amount | |||||||
2015 | $ | 259,000 | ||||||
2016 | 345,000 | |||||||
2017 | 202,000 | |||||||
2018 | 32,000 | |||||||
2019 | 32,000 | |||||||
Thereafter | 93,000 | |||||||
$ | 963,000 | |||||||
Mortgage_Loans_Payable_Net_Tab
Mortgage Loans Payable, Net (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Mortgage Loans on Real Estate [Abstract] | ||||||||||||||
Mortgage Loans Payable, Net | Mortgage loans payable, net consisted of the following as of March 31, 2015 and December 31, 2014: | |||||||||||||
Contractual | Maturity Date | March 31, | December 31, | |||||||||||
Interest Rate(1) | 2015 | 2014 | ||||||||||||
Fixed Rate Debt: | ||||||||||||||
Carolina Commons MOB | 5 | % | 1/1/23 | $ | 8,353,000 | $ | 8,426,000 | |||||||
Premier MOB | 6.29 | % | 1/5/17 | 7,910,000 | 7,938,000 | |||||||||
King of Prussia PA MOB | 4.5 | % | 12/6/22 | 9,929,000 | — | |||||||||
Total fixed rate debt | 26,192,000 | 16,364,000 | ||||||||||||
Add: premium | 543,000 | 595,000 | ||||||||||||
Mortgage loans payable, net | $ | 26,735,000 | $ | 16,959,000 | ||||||||||
___________ | ||||||||||||||
-1 | Represents the per annum interest rate in effect as of March 31, 2015. | |||||||||||||
Schedule of Activity Related to Mortgage Loans Payable | The changes in the carrying amount of mortgage loans payable, net consisted of the following for the three months ended March 31, 2015: | |||||||||||||
Amount | ||||||||||||||
Mortgage loans payable, net — December 31, 2014 | $ | 16,959,000 | ||||||||||||
Additions: | ||||||||||||||
Assumption of mortgage loans payable, net | 9,946,000 | |||||||||||||
Deductions: | ||||||||||||||
Scheduled principal payments on mortgage loans payable | (118,000 | ) | ||||||||||||
Amortization of premium on mortgage loans payable | (52,000 | ) | ||||||||||||
Mortgage loans payable, net — March 31, 2015 | $ | 26,735,000 | ||||||||||||
Principal Payments Due on Mortgage Loans Payable | As of March 31, 2015, the principal payments due on our mortgage loans payable for the nine months ending December 31, 2015 and for each of the next four years ending December 31 and thereafter were as follows: | |||||||||||||
Year | Amount | |||||||||||||
2015 | $ | 470,000 | ||||||||||||
2016 | 658,000 | |||||||||||||
2017 | 8,142,000 | |||||||||||||
2018 | 542,000 | |||||||||||||
2019 | 569,000 | |||||||||||||
Thereafter | 15,811,000 | |||||||||||||
$ | 26,192,000 | |||||||||||||
Identified_Intangible_Liabilit1
Identified Intangible Liabilities, Net (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Identified Intangible Liabilities [Abstract] | |||||
Summary of Amortization Expense on Below Market Leases | As of March 31, 2015, estimated amortization expense on below market leases for the nine months ending December 31, 2015 and for each of the next four years ending December 31 and thereafter was as follows: | ||||
Year | Amount | ||||
2015 | $ | 258,000 | |||
2016 | 325,000 | ||||
2017 | 221,000 | ||||
2018 | 128,000 | ||||
2019 | 67,000 | ||||
Thereafter | 126,000 | ||||
$ | 1,125,000 | ||||
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Temporary Equity [Abstract] | |||||||||
Redeemable Noncontrolling Interest | The changes in the carrying amount of redeemable noncontrolling interest consisted of the following for the three months ended March 31, 2015 and 2014: | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Beginning Balance | $ | 2,000 | $ | — | |||||
Reclassification from equity | — | 2,000 | |||||||
Net loss attributable to redeemable noncontrolling interest | — | (1,000 | ) | ||||||
Ending Balance | $ | 2,000 | $ | 1,000 | |||||
Equity_Tables
Equity (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Share-Based Compensation | |||||||
Status and Changes of Nonvested Shares of Restricted Common Stock | A summary of the status of the nonvested shares of our restricted common stock as of March 31, 2015 and December 31, 2014 and the changes for the three months ended March 31, 2015, is presented below: | ||||||
Number of Nonvested | Weighted | ||||||
Shares of our | Average Grant | ||||||
Restricted Common Stock | Date Fair Value | ||||||
Balance — December 31, 2014 | 12,000 | $ | 10 | ||||
Granted | — | $ | — | ||||
Vested | — | $ | — | ||||
Forfeited | — | $ | — | ||||
Balance — March 31, 2015 | 12,000 | $ | 10 | ||||
Expected to vest — March 31, 2015 | 12,000 | $ | 10 | ||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Related Party Transactions [Abstract] | ||||||||||
Schedule of Related Party Transactions | For the three months ended March 31, 2015, our officers invested the following amounts and we issued the following shares of our common stock pursuant to the applicable stock purchase plan: | |||||||||
Three Months Ended | ||||||||||
March 31, 2015 | ||||||||||
Officer's Name | Title | Amount | Shares | |||||||
Jeffrey T. Hanson | Chairman of the Board of Directors and Chief Executive Officer | $ | 17,000 | 1,902 | ||||||
Danny Prosky | President, Chief Operating Officer and Director | 20,000 | 2,246 | |||||||
Mathieu B. Streiff | Executive Vice President, General Counsel | 19,000 | 2,062 | |||||||
Shannon K S Johnson | Chief Financial Officer | 1,000 | 165 | |||||||
Stefan K.L. Oh | Senior Vice President — Acquisitions | 2,000 | 168 | |||||||
Cora Lo | Secretary | 1,000 | 106 | |||||||
Chris Rooney | Vice President — Asset Management | 1,000 | 135 | |||||||
$ | 61,000 | 6,784 | ||||||||
Schedule Of Amounts Outstanding To Affiliates Table [Text Block] | The following amounts were outstanding to our affiliates as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | |||||||||
Fee | 2015 | 2014 | ||||||||
Offering costs | $ | 117,000 | $ | 415,000 | ||||||
Asset and property management fees | 445,000 | 131,000 | ||||||||
Acquisition fees | 118,000 | 31,000 | ||||||||
$ | 680,000 | $ | 577,000 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | The table below presents our assets and liabilities measured at fair value on a recurring basis as of March 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall. | ||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||||
Identical Assets | (Level 2) | Inputs | |||||||||||||||||
and Liabilities | (Level 3) | ||||||||||||||||||
(Level 1) | |||||||||||||||||||
Assets: | |||||||||||||||||||
Contingent consideration assets | $ | — | $ | — | $ | — | $ | — | |||||||||||
Total assets at fair value | $ | — | $ | — | $ | — | $ | — | |||||||||||
Liabilities: | |||||||||||||||||||
Contingent consideration obligations | $ | — | $ | — | $ | 5,264,000 | $ | 5,264,000 | |||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 5,264,000 | $ | 5,264,000 | |||||||||||
The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall. | |||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||||
Identical Assets | (Level 2) | Inputs | |||||||||||||||||
and Liabilities | (Level 3) | ||||||||||||||||||
(Level 1) | |||||||||||||||||||
Liabilities: | |||||||||||||||||||
Contingent consideration obligations | $ | — | $ | — | $ | 1,393,000 | $ | 1,393,000 | |||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 1,393,000 | $ | 1,393,000 | |||||||||||
Fair Value Unobservable Inputs | The following table shows quantitative information about unobservable inputs related to Level 3 fair value measurements used as of March 31, 2015 and December 31, 2014 for the contingent consideration obligations: | ||||||||||||||||||
Range of Inputs/Inputs | Fair Value | ||||||||||||||||||
Acquisition | Unobservable Inputs(4) | 31-Mar-15 | 31-Dec-14 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
North Carolina ALF Portfolio(1) | Tenant’s Annualized EBITDAR, as Defined, for the Three Months Prior to Payment | $ | 3,516,000 | N/A | $ | 3,471,000 | $ | — | |||||||||||
Timing of Payment | January 27, 2018 | N/A | |||||||||||||||||
Applicable Rate, as Defined | 7.20% | N/A | |||||||||||||||||
Discount Rate per Annum | 1.25% | N/A | |||||||||||||||||
Percentage of Eligible Payment Requested | 100% | N/A | |||||||||||||||||
Acworth Medical Complex(2) | Percentage of Total Unoccupied Square Footage Leased Up | 72.30% | 72.30% | $ | 795,000 | $ | 795,000 | ||||||||||||
Rental Rate per Square Foot | $ | 16 | $ | 16 | |||||||||||||||
Tenant Improvement Allowance per Square Foot | $ | 30 | $ | 30 | |||||||||||||||
DeKalb Professional Center(2) | Percentage of Total Unoccupied Square Footage Leased Up | 100% | 100% | $ | 598,000 | $ | 598,000 | ||||||||||||
Rental Rate per Square Foot | $ | 15.5 | $ | 15.5 | |||||||||||||||
Tenant Improvement Allowance per Square Foot | $ | 30 | $ | 30 | |||||||||||||||
King of Prussia PA MOB(3) | Percentage of Total Unoccupied Square Footage Leased Up | 100% | N/A | $ | 400,000 | $ | — | ||||||||||||
Percentage of Allowance for Tenant Improvements and Leasing Commissions to be Paid | 100% | N/A | |||||||||||||||||
___________ | |||||||||||||||||||
-1 | The most significant input to the valuation is the tenant’s annualized EBITDAR, as defined. An increase (decrease) in the tenant’s annualized EBITDAR, as defined, would increase (decrease) the fair value. | ||||||||||||||||||
-2 | The most significant input to the valuation is the percentage of total unoccupied square footage leased up and the rental rate per square foot. An increase (decrease) in the percentage of total unoccupied square feet leased up and rental rate per square foot would increase (decrease) the fair value. An increase (decrease) in the tenant improvement allowance per square foot would decrease (increase) the fair value. | ||||||||||||||||||
-3 | The most significant input to the valuation is the percentage of total unoccupied square footage leased up. An increase (decrease) in the percentage of total unoccupied square feet leased up would increase (decrease) the fair value. An increase (decrease) in the percentage of allowance for tenant improvements and leasing commissions to be paid would increase (decrease) the fair value. | ||||||||||||||||||
-4 | Significant increases or decreases in any of the unobservable inputs in isolation or in the aggregate would result in a significantly higher or lower fair value measurement to the contingent consideration obligation as of March 31, 2015 and December 31, 2014. | ||||||||||||||||||
The following is a reconciliation of the beginning and ending balances of our contingent consideration asset and obligations for the three months ended March 31, 2015: | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
31-Mar-15 | |||||||||||||||||||
Contingent Consideration Asset: | |||||||||||||||||||
Beginning balance | $ | — | |||||||||||||||||
Additions to contingent consideration asset | — | ||||||||||||||||||
Realized/unrealized (gains) losses recognized in earnings | — | ||||||||||||||||||
Ending balance | $ | — | |||||||||||||||||
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to asset still held | $ | — | |||||||||||||||||
Contingent Consideration Obligations: | |||||||||||||||||||
Beginning balance | $ | 1,393,000 | |||||||||||||||||
Additions to contingent consideration obligations | 3,871,000 | ||||||||||||||||||
Realized/unrealized (gains) losses recognized in earnings | — | ||||||||||||||||||
Ending balance | $ | 5,264,000 | |||||||||||||||||
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to obligations still held | $ | — | |||||||||||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule Of Revenues And Net Income (Loss) Of Properties Acquired | For the period from the acquisition date through March 31, 2015, we recognized the following amounts of revenue and net income for the property acquisitions: | ||||||||
Acquisition | Revenue | Net Income | |||||||
Independence MOB Portfolio | $ | 3,056,000 | $ | 287,000 | |||||
Other 2015 Acquisitions | $ | 1,756,000 | $ | 705,000 | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The fair value of our seven property acquisitions at the time of each acquisition is shown below: | ||||||||
Independence MOB Portfolio | Other 2015 Acquisitions | ||||||||
Building and improvements | $ | 113,727,000 | $ | 137,800,000 | |||||
Land | 7,367,000 | 13,546,000 | |||||||
In-place leases | 7,182,000 | 9,931,000 | |||||||
Above market leases | 1,321,000 | 641,000 | |||||||
Leasehold interest | 5,715,000 | 94,000 | |||||||
Total assets acquired | 135,312,000 | 162,012,000 | |||||||
Mortgage loans payable, net | — | (9,946,000 | ) | ||||||
Below market leases | (350,000 | ) | (13,000 | ) | |||||
Other liabilities | — | (3,871,000 | ) | -1 | |||||
Total liabilities assumed | (350,000 | ) | (13,830,000 | ) | |||||
Net assets acquired | $ | 134,962,000 | $ | 148,182,000 | |||||
___________ | |||||||||
-1 | Included in other liabilities is $400,000 and $3,471,000 accrued for as contingent consideration obligations in connection with the purchase of King of Prussia PA MOB and North Carolina ALF Portfolio, respectively. For a further discussion, see Note 14, Fair Value Measurements — Assets and Liabilities Reported at Fair Value — Contingent Consideration. | ||||||||
Business Acquisition, Pro Forma Information | Assuming the property acquisitions in 2015 discussed above had occurred on January 1, 2014, for the three months ended March 31, 2015 and 2014, unaudited pro forma revenue, net income (loss), net income (loss) attributable to controlling interest and net income (loss) per common share attributable to controlling interest — basic and diluted would have been as follows: | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Revenue | $ | 15,208,000 | $ | 7,251,000 | |||||
Net income (loss) | $ | 1,272,000 | $ | (7,505,000 | ) | ||||
Net income (loss) attributable to controlling interest | $ | 1,272,000 | $ | (7,504,000 | ) | ||||
Net income (loss) per common share attributable to controlling interest — basic and diluted | $ | 0.01 | $ | (0.23 | ) | ||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Reporting Information Line Items | |||||||||||||||||
Summary Information by Reportable Segment | Summary information for the reportable segments during the three months ended March 31, 2015 and 2014 was as follows: | ||||||||||||||||
Medical Office Buildings | Hospitals | Senior Housing | Three Months Ended | ||||||||||||||
31-Mar-15 | |||||||||||||||||
Revenue: | |||||||||||||||||
Real estate revenue | $ | 8,310,000 | $ | 3,368,000 | $ | 1,085,000 | $ | 12,763,000 | |||||||||
Expenses: | |||||||||||||||||
Rental expenses | 2,970,000 | 594,000 | 76,000 | 3,640,000 | |||||||||||||
Segment net operating income | $ | 5,340,000 | $ | 2,774,000 | $ | 1,009,000 | $ | 9,123,000 | |||||||||
Expenses: | |||||||||||||||||
General and administrative | $ | 2,767,000 | |||||||||||||||
Acquisition related expenses | 9,408,000 | ||||||||||||||||
Depreciation and amortization | 4,673,000 | ||||||||||||||||
Loss from operations | (7,725,000 | ) | |||||||||||||||
Other income (expense): | |||||||||||||||||
Interest expense (including amortization of deferred financing costs and debt premium) | (397,000 | ) | |||||||||||||||
Interest income | 24,000 | ||||||||||||||||
Net loss | $ | (8,098,000 | ) | ||||||||||||||
Medical Office Buildings | Hospitals | Senior Housing | Three Months Ended | ||||||||||||||
31-Mar-14 | |||||||||||||||||
Revenue: | |||||||||||||||||
Real estate revenue | $ | — | $ | — | $ | — | $ | — | |||||||||
Expenses: | |||||||||||||||||
Rental expenses | — | — | — | — | |||||||||||||
Segment net operating income | $ | — | $ | — | $ | — | $ | — | |||||||||
Expenses: | |||||||||||||||||
General and administrative | 46,000 | ||||||||||||||||
Net loss | $ | (46,000 | ) | ||||||||||||||
Assets by Reportable Segment | Assets by reportable segment as of March 31, 2015 and December 31, 2014 were as follows: | ||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
Medical office buildings | $ | 433,213,000 | $ | 139,425,000 | |||||||||||||
Hospitals | 145,202,000 | 129,075,000 | |||||||||||||||
Senior housing | 63,520,000 | 13,580,000 | |||||||||||||||
Other | 1,034,683,000 | 549,604,000 | |||||||||||||||
Total assets | $ | 1,676,618,000 | $ | 831,684,000 | |||||||||||||
Concentration_of_Credit_Risk_T
Concentration of Credit Risk (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Concentration of Credit Risk [Abstract] | |||||||||||||||||
Schedules of Concentration of Risk, by Risk Factor | As of March 31, 2015, one of our tenants at our properties accounted for 10.0% or more of our annualized base rent, as follows: | ||||||||||||||||
Tenant | Annualized | Percentage of | Acquisition | Reportable Segment | GLA | Lease Expiration | |||||||||||
Base Rent(1) | Annualized | (Sq Ft) | Date | ||||||||||||||
Base Rent | |||||||||||||||||
Forest Park Medical Center(2) | $ | 10,844,000 | 22.6 | % | Southlake TX Hospital | Hospitals | 142,000 | 12/31/34 | |||||||||
___________ | |||||||||||||||||
-1 | Annualized base rent is based on contractual base rent from leases in effect as of March 31, 2015. The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations. | ||||||||||||||||
-2 | As of March 31, 2015, we had an outstanding receivable of $2,785,000 from Forest Park Medical Center and such outstanding receivable has increased to a total aggregate outstanding amount of $4,849,000 as of May 14, 2015. |
Subsequent_Events_Tables
Subsequent Events (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Summary of Acquisitions | Acquisitions in 2015 | |||||||||||||||||||
For the three months ended March 31, 2015, we completed seven property acquisitions comprising 18 buildings from unaffiliated parties. The aggregate contract purchase price of these properties was $293,504,000 and we incurred $6,603,000 to our advisor and its affiliates in acquisition fees in connection with these property acquisitions. The following is a summary of our property acquisitions for the three months ended March 31, 2015: | ||||||||||||||||||||
Acquisition(1) | Location | Type | Date Acquired | Contract | Mortgage Loans Payable(2) | Acquisition | ||||||||||||||
Purchase Price | Fee | |||||||||||||||||||
Delta Valley ALF Portfolio(3) | Springdale, AR | Senior Housing | 1/8/15 | $ | 8,105,000 | $ | — | $ | 182,000 | -4 | ||||||||||
Independence MOB Portfolio | Southgate, KY; Somerville, MA, Verona and Morristown, NJ; and Bronx, NY | Medical Office | 1/13/15 | 135,000,000 | — | 3,038,000 | -4 | |||||||||||||
and | ||||||||||||||||||||
1/26/15 | ||||||||||||||||||||
King of Prussia PA MOB | King of Prussia, PA | Medical Office | 1/21/15 | 18,500,000 | 9,946,000 | 416,000 | -4 | |||||||||||||
North Carolina ALF Portfolio | Mooresville and Raleigh, NC | Senior Housing | 1/28/15 | 38,856,000 | — | 874,000 | -4 | |||||||||||||
Orange Star Medical Portfolio | Durango, CO and Keller, Wharton and Friendswood, TX | Medical Office | 2/26/15 | 57,650,000 | — | 1,297,000 | -5 | |||||||||||||
and | ||||||||||||||||||||
Hospital | ||||||||||||||||||||
Kingwood MOB Portfolio | Kingwood, TX | Medical Office | 3/11/15 | 14,949,000 | — | 336,000 | -5 | |||||||||||||
Mt. Juliet TN MOB | Mount Juliet, TN | Medical Office | 3/17/15 | 13,000,000 | — | 293,000 | -5 | |||||||||||||
Homewood AL MOB | Homewood, AL | Medical Office | 3/27/15 | 7,444,000 | — | 167,000 | -5 | |||||||||||||
Total | $ | 293,504,000 | $ | 9,946,000 | $ | 6,603,000 | ||||||||||||||
___________ | ||||||||||||||||||||
-1 | We own 100% of our properties acquired in 2015. | |||||||||||||||||||
-2 | Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. | |||||||||||||||||||
-3 | On January 8, 2015, we added one additional building to our existing Delta Valley ALF Portfolio. The other two buildings were purchased in September 2014. | |||||||||||||||||||
-4 | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. | |||||||||||||||||||
-5 | Our advisor and its affiliates were paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price. | |||||||||||||||||||
The following is a summary of our property acquisitions subsequent to March 31, 2015: | ||||||||||||||||||||
Acquisition(1) | Location | Type | Date | Contract | Mortgage Loans Payable(2) | Acquisition Fee(3) | ||||||||||||||
Acquired | Purchase Price | |||||||||||||||||||
Paoli Medical Plaza | Paoli, PA | Medical Office | 4/10/15 | $ | 24,820,000 | $ | 14,004,000 | $ | 558,000 | |||||||||||
Glen Burnie MD MOB | Glen Burnie, MD | Medical Office | 5/6/15 | 18,650,000 | — | 420,000 | ||||||||||||||
Marietta GA MOB | Marietta, GA | Medical Office | 5/7/15 | 13,050,000 | — | 294,000 | ||||||||||||||
$ | 56,520,000 | $ | 14,004,000 | $ | 1,272,000 | |||||||||||||||
___________ | ||||||||||||||||||||
-1 | We own 100% of our properties acquired subsequent to March 31, 2015. | |||||||||||||||||||
-2 | Represents the principal balance of the mortgage loans payable assumed by us at the time of acquisition. | |||||||||||||||||||
-3 | Our advisor and its affiliates were paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price. |
Organization_and_Description_o1
Organization and Description of Business (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 27 Months Ended | 13 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 | Aug. 31, 2014 | Sep. 30, 2014 | Nov. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Feb. 26, 2014 | Jan. 01, 2014 | Jan. 15, 2013 | Mar. 01, 2015 |
Business | Business | Business | Business | Business | Building | ||||||
sqft | Acquisition | ||||||||||
sqft | |||||||||||
Date of inception | 11-Jan-13 | ||||||||||
Date of capitalization | 15-Jan-13 | ||||||||||
Maximum dollar amount of common stock issuable under public offering | $1,900,000 | ||||||||||
Share price | $10 | ||||||||||
Advisory agreement term | 1 year | ||||||||||
Advisory agreement renewal term | 1 year | ||||||||||
Number of reportable segments | 3 | 3 | 1 | 2 | 2 | ||||||
Number of acquisition completed from unaffiliated parties | 18 | ||||||||||
Number of properties acquired from unaffiliated parties | 40 | ||||||||||
Number of buildings acquired from unaffiliated parties | 42 | ||||||||||
GLA (Sq Ft) | 1,882,000 | 1,882,000 | 1,882,000 | ||||||||
Contract purchase price | 571,204 | ||||||||||
DRIP [Member] | |||||||||||
Maximum dollar amount of common stock issuable under public offering | 150,000 | ||||||||||
Share price | $9.50 | ||||||||||
Aggregate Maximum Offering Amount - Reallocation | 35,000 | ||||||||||
Common Stock [Member] | |||||||||||
Maximum dollar amount of common stock issuable under public offering | 1,750,000 | ||||||||||
Share price | $10 | ||||||||||
Subscriptions in offering of common stock received and accepted shares | 184,931,598 | ||||||||||
Subscriptions in offering of common stock received and accepted value | 1,842,628 | ||||||||||
Amount of common stock reallocated from DRIP to primary offering | 115,000 | ||||||||||
Aggregate Maximum Offering Amount - Reallocation | $1,865,000 | ||||||||||
American Healthcare Investors [Member] | |||||||||||
Ownership percentage in affiliate | 75.00% | ||||||||||
Griffin Capital Corporation [Domain] | |||||||||||
Ownership percentage in affiliate | 25.00% | ||||||||||
NorthStar Asset Management Group Inc. [Member] | |||||||||||
Ownership percentage in affiliate | 45.10% | ||||||||||
American Healthcare Investors [Member] | |||||||||||
Ownership percentage in affiliate | 47.10% | ||||||||||
James F. Flaherty III [Member] | |||||||||||
Ownership percentage in affiliate | 7.80% |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Aug. 31, 2014 | Sep. 30, 2014 | Nov. 30, 2014 | Mar. 31, 2014 |
Business | Business | segment | Business | Business | Business | ||
Allowance for doubtful accounts receivable | $0 | $42 | $42 | ||||
General partnership interest | 99.99% | 99.99% | 99.99% | ||||
Noncontrolling limited partnership interest in operating partnership | 0.01% | 0.01% | 0.01% | ||||
Distributions payable | 2,992 | 9,495 | 9,495 | 0 | |||
Accrued property taxes | $1,914 | $2,694 | $2,694 | ||||
Number of reportable segments | 3 | 3 | 3 | 1 | 2 | 2 |
Real_Estate_Investments_Net_In
Real Estate Investments, Net - Investments in Consolidated Properties (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $522,884 | $250,153 |
Less: accumulated depreciation | -4,471 | -1,124 |
Real estate investments, net | 518,413 | 249,029 |
Building and Building Improvements [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 488,983 | 237,165 |
Land [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $33,901 | $12,988 |
Real_Estate_Investments_Net_Ad
Real Estate Investments, Net - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 13 Months Ended | 27 Months Ended | |
In Thousands, unless otherwise specified | Feb. 04, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | |
Building | |||||
Acquisition | |||||
Real Estate Properties [Line Items] | |||||
Depreciation | $3,387 | ||||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | |||
Number of acquisition completed from unaffiliated parties | 18 | ||||
Number of buildings acquired from unaffiliated parties | 42 | ||||
Contract purchase price | 571,204 | ||||
Acquisition fee | 1,204 | 6,603 | |||
Medical Office Building [Member] | |||||
Real Estate Properties [Line Items] | |||||
Capital expenditures incurred | 333 | ||||
Two Thousand Fifteen Acquisitions [Member] | |||||
Real Estate Properties [Line Items] | |||||
Number of acquisition completed from unaffiliated parties | 7 | ||||
Number of buildings acquired from unaffiliated parties | 18 | ||||
Contract purchase price | $293,504 | [1] | |||
[1] | We own 100% of our properties acquired in 2015. |
Real_Estate_Investments_Net_Su
Real Estate Investments, Net - Summary of Acquisitions (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 27 Months Ended | |
In Thousands, unless otherwise specified | Feb. 04, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | |
Acquisition | ||||
Real Estate Properties [Line Items] | ||||
Number of acquisition completed from unaffiliated parties | 18 | |||
Contract purchase price | $571,204 | |||
Mortgage loans payable related to acquisition of properties | 9,946 | [1] | ||
Acquisition fee | 1,204 | 6,603 | ||
Delta Valley ALF Portfolio [Member] | ||||
Real Estate Properties [Line Items] | ||||
Type of property acquired | Senior Housing | [2],[3] | ||
Date acquired | 1/8/15 | [2],[3] | ||
Contract purchase price | 8,105 | [2],[3] | ||
Mortgage loans payable related to acquisition of properties | 0 | |||
Acquisition fee | 182 | [2],[3],[4] | ||
Independence MOB Portfolio [Member] | ||||
Real Estate Properties [Line Items] | ||||
Type of property acquired | Medical Office | [2] | ||
Date acquired | 1/13/15 | [2] | ||
Date acquired | 1/26/15 | [2] | ||
Contract purchase price | 135,000 | [2] | ||
Mortgage loans payable related to acquisition of properties | 0 | |||
Acquisition fee | 3,038 | [2],[4] | ||
King of Prussia PA MOB [Member] | ||||
Real Estate Properties [Line Items] | ||||
Type of property acquired | Medical Office | [2] | ||
Date acquired | 1/21/15 | [2] | ||
Contract purchase price | 18,500 | [2] | ||
Mortgage loans payable related to acquisition of properties | 9,946 | [1],[2] | ||
Acquisition fee | 416 | [2],[4] | ||
North Carolina ALF Portfolio [Member] | ||||
Real Estate Properties [Line Items] | ||||
Type of property acquired | Senior Housing | [2] | ||
Date acquired | 1/28/15 | [2] | ||
Contract purchase price | 38,856 | [2] | ||
Mortgage loans payable related to acquisition of properties | 0 | |||
Acquisition fee | 874 | [2],[4] | ||
Orange Star Medical Portfolio [Member] | ||||
Real Estate Properties [Line Items] | ||||
Type of property acquired | Medical Office and Hospital | [2] | ||
Date acquired | 2/26/15 | [2] | ||
Contract purchase price | 57,650 | [2] | ||
Mortgage loans payable related to acquisition of properties | 0 | |||
Acquisition fee | 1,297 | [2],[5] | ||
Kingwood MOB Portfolio [Member] | ||||
Real Estate Properties [Line Items] | ||||
Type of property acquired | Medical Office | [2] | ||
Date acquired | 3/11/15 | [2] | ||
Contract purchase price | 14,949 | [2] | ||
Mortgage loans payable related to acquisition of properties | 0 | |||
Acquisition fee | 336 | [2],[5] | ||
Mt. Juliet TN MOB [Member] [Member] | ||||
Real Estate Properties [Line Items] | ||||
Type of property acquired | Medical Office | [2] | ||
Date acquired | 3/17/15 | [2] | ||
Contract purchase price | 13,000 | [2] | ||
Mortgage loans payable related to acquisition of properties | 0 | |||
Acquisition fee | 293 | [2],[5] | ||
Homewood AL MOB [Member] | ||||
Real Estate Properties [Line Items] | ||||
Type of property acquired | Medical Office | |||
Date acquired | 3/27/15 | [2] | ||
Contract purchase price | 7,444 | [2] | ||
Mortgage loans payable related to acquisition of properties | 0 | |||
Acquisition fee | 167 | [2],[5] | ||
Two Thousand Fifteen Acquisitions [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of acquisition completed from unaffiliated parties | 7 | |||
Contract purchase price | $293,504 | [2] | ||
[1] | Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. | |||
[2] | We own 100% of our properties acquired in 2015. | |||
[3] | On January 8, 2015, we added one additional building to our existing Delta Valley ALF Portfolio. The other two buildings were purchased in September 2014. | |||
[4] | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. | |||
[5] | Our advisor and its affiliates were paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price. |
Real_Estate_Investments_Net_Su1
Real Estate Investments, Net - Summary of Acquisitions (Details) (USD $) | 0 Months Ended | 2 Months Ended | 3 Months Ended | 11 Months Ended | 27 Months Ended | 0 Months Ended | 1 Months Ended | ||
Feb. 04, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Jan. 30, 2015 | Mar. 31, 2015 | Jan. 08, 2015 | Sep. 30, 2014 | |||
Building | Building | Building | |||||||
Real Estate Properties [Line Items] | |||||||||
Ownership percentage, properties | 100.00% | ||||||||
Number of buildings acquired from unaffiliated parties | 42 | ||||||||
Acquisition fee of contract purchase price | 2.00% | 2.25% | 2.25% | ||||||
Percentage of acquisition fee of contract purchase price for properties acquired paid in shares | 0.25% | ||||||||
Per share amount of shares of common stock in which payment was made | $9 | $9 | $9 | ||||||
Percentage of contract purchase price paid acquisition fee, in cash | 2.00% | ||||||||
Delta Valley ALF Portfolio [Member] | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of buildings acquired from unaffiliated parties | 1 | [1] | 2 | [1] | |||||
[1] | We own 100% of our properties acquired in 2015. |
Real_Estate_Notes_Receivable_A
Real Estate Notes Receivable - Additional Information (Details) (USD $) | 0 Months Ended | 2 Months Ended | 3 Months Ended | 11 Months Ended | |||
In Thousands, unless otherwise specified | Feb. 04, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Jan. 30, 2015 | Feb. 04, 2015 | Dec. 31, 2014 | Aug. 18, 2014 |
Rate | Rate | Rate | |||||
Real Estate Notes Receivable | |||||||
Number of promissory notes acquired | 8 | 8 | |||||
Real estate notes receivable | $60,217 | $60,217 | $60,217 | $60,217 | $0 | ||
Number of fixed rate notes | 4 | 4 | |||||
Loans receivable with fixed rates of interest | 28,650 | 28,650 | |||||
Number of floating rate notes | 4 | 4 | |||||
Loans receivable with variable rates of interest | 31,567 | 31,567 | |||||
Number of promissory notes in the aggregate outstanding principal amount | 40 | 40 | |||||
Mortgage loans on real estate, carrying amount of mortgages | 389,852 | 389,852 | |||||
Loans receivable fixed interest rate | 6.75% | 6.75% | |||||
Loans receivable floating interest rate | 6.00% | 6.18% | 6.18% | 6.00% | |||
Number of days LIBOR | 30 | 30 | |||||
Loans receivable, interest rate, increase (decrease) | 6.25% | 6.25% | |||||
Number of extensions | 3 | 3 | 2 | ||||
Number of extension periods of the Floating Rate Notes | 1 year | ||||||
Acquisition fee | $1,204 | $6,603 | |||||
Acquisition fee of contract purchase price | 2.00% | 2.25% | 2.25% | ||||
Fixed Rate Notes [Member] | |||||||
Real Estate Notes Receivable | |||||||
Mortgage Loans on Real Estate, Final Maturity Date | 9-Dec-19 | ||||||
Floating Rate Notes [Member] | |||||||
Real Estate Notes Receivable | |||||||
Mortgage Loans on Real Estate, Final Maturity Date | 9-Dec-16 |
Real_Estate_Notes_Receivable_D
Real Estate Notes Receivable (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Feb. 04, 2015 | Dec. 31, 2014 |
Real Estate Notes Receivable | |||
Real estate notes receivable | $60,217 | $60,217 | $0 |
Add: unamortized loan costs | 1,203 | 0 | |
Real estate notes receivable, net | 61,420 | ||
Real Estate Loans Receivable [Roll Forward] | |||
Real estate notes receivable, net b December 31, 2014 | 0 | ||
Acquisition of real estate notes receivable | 60,217 | ||
Loan costs | 1,273 | ||
Amortization of loan costs | -70 | ||
Real estate notes receivable, net b March 31, 2015 | $61,420 |
Identified_Intangible_Assets_N2
Identified Intangible Assets, Net - Summary of Identified Intangibles, Net (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, net | $52,952 | $29,636 |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, net | 40,815 | 24,987 |
Leasehold Interests [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, net | 7,278 | 1,492 |
Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, net | $4,859 | $3,157 |
Identified_Intangible_Assets_N3
Identified Intangible Assets, Net - Summary of Identified Intangibles, Net (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life | 18 years 0 months | 17 years 10 months 24 days |
Amortization expense | $1,569 | |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net of accumulated amortization | 1,493 | 339 |
Weighted average remaining life | 12 years 7 months 6 days | 15 years 10 months 24 days |
Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net of accumulated amortization | 385 | 145 |
Weighted average remaining life | 5 years 8 months 12 days | 7 years 0 months 0 days |
Leasehold Interests [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net of accumulated amortization | 24 | 1 |
Weighted average remaining life | 56 years 8 months 12 days | 75 years |
Leasehold Interests [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 23 | |
Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $260 |
Identified_Intangible_Assets_N4
Identified Intangible Assets, Net - Summary of Amortization Expense on Identified Intangible Assets, Net (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
2015 | $5,074 | |
2016 | 6,334 | |
2017 | 5,489 | |
2018 | 4,421 | |
2019 | 3,598 | |
Thereafter | 28,036 | |
Identified intangible assets, net | $52,952 | $29,636 |
Other_Assets_Net_Other_Assets_
Other Assets, Net - Other Assets, Net (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Other Assets [Abstract] | ||
Deferred financing costs, net of accumulated amortization of $172,000 and $87,000 as of March 31, 2015 and December 31, 2014, respectively | $963 | $899 |
Prepaid expenses and deposits | 813 | 177 |
Deferred rent receivables | 628 | 240 |
Other assets, net | $2,404 | $1,316 |
Other_Assets_Net_Additional_In
Other Assets, Net - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Other Assets [Abstract] | ||
Accumulated Amortization, Deferred Finance Costs | $172 | $87 |
Amortization of deferred financing costs | $85 |
Other_Assets_Net_Estimated_Amo
Other Assets, Net - Estimated Amortization Expense on Deferred Financing Costs (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Other Assets [Abstract] | |
2015 | $259 |
2016 | 345 |
2017 | 202 |
2018 | 32 |
2019 | 32 |
Thereafter | 93 |
Total | $963 |
Mortgage_Loans_Payable_Net_Add
Mortgage Loans Payable, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Mortgage Loans on Real Estate [Line Items] | ||
Total fixed rate debt | $26,192 | $16,364 |
Mortgage loans payable, net | $26,735 | $16,959 |
Number of fixed rate mortgage loans payable | 3 | 2 |
Debt instrument, interest rate, effective percentage rate range, minimum | 4.50% | 5.00% |
Debt instrument, interest rate, effective percentage rate range, maximum | 6.29% | 6.29% |
Debt, weighted average interest rate | 5.20% | 5.63% |
Mortgage_Loans_Payable_Net_Mor
Mortgage Loans Payable, Net - Mortgage Loans Payable (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Fixed Rate Debt: | ||||
Total fixed rate debt | $26,192 | $16,364 | ||
Add: premium | 543 | 595 | ||
Mortgage loans payable, net | 26,735 | |||
Change in Carrying Amount of Mortgage Loans Payable [Roll Forward] | ||||
Mortgage loans payable, net b December 31, 2014 | 16,959 | |||
Assumption of mortgage loans payable, net | 9,946 | 0 | ||
Scheduled principal payments on mortgage loans payable | -118 | |||
Amortization of premium on mortgage loans payable | -52 | |||
Mortgage loans payable, net b March 31, 2015 | 26,735 | |||
Carolina Commons MOB [Member] | Fixed Rate Debt [Member] | ||||
Fixed Rate Debt: | ||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.00% | [1] | ||
Debt instrument, maturity date | 1-Jan-23 | |||
Total fixed rate debt | 8,353 | 8,426 | ||
Premier MOB [Member] | Fixed Rate Debt [Member] | ||||
Fixed Rate Debt: | ||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 6.29% | [1] | ||
Debt instrument, maturity date | 5-Jan-17 | |||
Total fixed rate debt | 7,910 | 7,938 | ||
King of Prussia PA MOB [Member] | Fixed Rate Debt [Member] | ||||
Fixed Rate Debt: | ||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.50% | [1] | ||
Debt instrument, maturity date | 6-Dec-22 | |||
Total fixed rate debt | $9,929 | $0 | ||
[1] | Represents the per annum interest rate in effect as of MarchB 31, 2015. |
Mortgage_Loans_Payable_Net_Pri
Mortgage Loans Payable, Net - Principal Payments Due on Mortgage Loans Payable (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Mortgage Loans on Real Estate [Abstract] | |
2015 | $470 |
2016 | 658 |
2017 | 8,142 |
2018 | 542 |
2019 | 569 |
Thereafter | 15,811 |
Total | $26,192 |
Line_of_Credit_Detail
Line of Credit (Detail) (USD $) | 0 Months Ended | ||||
In Thousands, unless otherwise specified | Aug. 18, 2014 | Mar. 31, 2015 | Feb. 04, 2015 | Dec. 31, 2014 | Aug. 18, 2014 |
Line of Credit Facility [Line Items] | |||||
Line of credit facility, total asset value for pledged collateral release | $750,000 | $750,000 | |||
Line of credit facility, maximum borrowing capacity | 60,000 | 60,000 | |||
Line of credit facility, maximum standby letters of credit borrowings | 20,000 | 20,000 | |||
Line of credit facility, swingline borrowing condition one | 25,000 | 25,000 | |||
Percentage of swingline borrowing condition two | 10.00% | 10.00% | |||
Number of extensions | 2 | 3 | 2 | ||
Line of credit extension term | 1 year | ||||
Increased line of credit facility maximum borrowing capacity | 350,000 | 350,000 | |||
Percentage of margin in addition to eurodollar rate condition one | 1.00% | ||||
Credit agreement percentage of margin in addition to federal funds rate | 0.50% | ||||
Commitment fee percentage condition one | 0.20% | ||||
Average daily used amount percentage condition one | 50.00% | ||||
Commitment fee percentage condition two | 0.25% | ||||
Average daily used amount percentage condition two | 50.00% | ||||
Line of credit facility, current borrowing capacity | $60,000 | $60,000 | |||
Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Percentage of margin in addition to eurodollar rate condition one | 1.95% | ||||
Percentage of margin in addition to eurodollar rate condition two | 0.75% | ||||
Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Percentage of margin in addition to eurodollar rate condition one | 2.45% | ||||
Percentage of margin in addition to eurodollar rate condition two | 1.25% |
Identified_Intangible_Liabilit2
Identified Intangible Liabilities, Net - Summary of Identified Intangibles, Net (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Liabilities [Line Items] | ||
Identified intangible liabilities, net | $1,125 | $841 |
Below Market Lease [Member] | ||
Finite Lived Intangible Liabilities [Line Items] | ||
Identified intangible liabilities, net | 1,125 | 841 |
Net of accumulated amortization | 114 | 35 |
Amortization expense | $79 | |
Weighted average remaining life | 4 years 4 months 24 days | 4 years 10 months 24 days |
Identified_Intangible_Liabilit3
Identified Intangible Liabilities, Net - Summary of Amortization Expense on Below Market Leases (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Intangible Liabilities [Abstract] | |
2015 | $258 |
2016 | 325 |
2017 | 221 |
2018 | 128 |
2019 | 67 |
Thereafter | 126 |
Finite lived intangible liabilities, net | $1,125 |
Commitments_and_Contingencies_
Commitments and Contingencies (Detail) | 13 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies [Line Items] | |
Selling commissions percentage | 7.00% |
Dealer manager fee percentage | 3.00% |
Maximum percentage of other organizational and offering expense | 2.00% |
Redeemable_Noncontrolling_Inte2
Redeemable Noncontrolling Interest (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Redeemable Noncontrolling Interest [Line Items] | |||
General partnership interest | 99.99% | 99.99% | |
Noncontrolling limited partnership interest in operating partnership | 0.01% | 0.01% | |
Changes in the carrying amount of redeemable noncontrolling interest | |||
Beginning Balance | $2 | $0 | |
Reclassification from equity | 0 | 2 | |
Net loss attributable to redeemable noncontrolling interest | 0 | -1 | |
Ending Balance | $2 | $1 |
Equity_Detail
Equity (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 13 Months Ended | 24 Months Ended | 27 Months Ended | 14 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 10, 2014 | 14-May-14 | Jan. 15, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Apr. 21, 2015 | Feb. 25, 2014 | Jan. 01, 2014 | Apr. 22, 2015 | Feb. 26, 2014 | Dec. 31, 2013 |
Number of limited partnership units issued to non controlling | 222 | |||||||||||||
Dealer manager fees | $27,789 | |||||||||||||
Proceeds from noncontrolling interests | 2 | |||||||||||||
Share repurchase plan percentage of price per-share condition two | 100.00% | 100.00% | 100.00% | |||||||||||
Issuance of common stock under the DRIP, shares | 1,083,656 | 1,371,448 | 287,792 | 1,371,448 | ||||||||||
Maximum percentage of common stock repurchased during period | 5.00% | |||||||||||||
Common stock repuchased during period under share repurchase plan, shares | 15,351 | 15,351 | 15,351 | |||||||||||
Stock repuchased during period value under the share repurchase plan, value | 153 | 153 | ||||||||||||
Stock acquired average cost per share | $9.99 | $9.99 | ||||||||||||
Number of shares of preferred stock, authorized to be issued | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||
Par value of preferred stock, authorized to be issued | $0.01 | $0.01 | $0.01 | $0.01 | ||||||||||
Par value of common stock to be offered and sold to the public | $0.01 | $0.01 | $0.01 | $0.01 | ||||||||||
Share price | $10 | |||||||||||||
Issuance of common stock under the DRIP | 10,295 | 2,734 | 13,029 | |||||||||||
Number of shares of common stock, authorized to be issued | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||
Issuance of vested and nonvested restricted common stock, shares | 5,000 | 10,000 | ||||||||||||
Common stock, shares, outstanding | 186,324,917 | 186,324,917 | 91,623,241 | 186,324,917 | ||||||||||
Share repurchase plan holding period | 1 year | |||||||||||||
Share Repurchase Plan Percentage of Price per-Share Condition One | 92.50% | 92.50% | 92.50% | |||||||||||
Number of independent directors | 2 | |||||||||||||
Number of anniversaries of grant date to vest | 4 | 4 | 4 | |||||||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition | 15 | |||||||||||||
Selling commissions percentage | 7.00% | |||||||||||||
Selling commissions expenses | 62,362 | |||||||||||||
Griffin American Advisor [Member] | ||||||||||||||
Stock purchased | 22,222 | |||||||||||||
Value of stock purchased | 200 | |||||||||||||
Stock Compensation Plan [Member] | Restricted Stock [Member] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||
Stock Compensation Plan [Member] | Common Stock [Member] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||
Stock Compensation Plan [Member] | Restricted Stock [Member] | ||||||||||||||
Issuance of vested and nonvested restricted common stock, shares | 10,000 | |||||||||||||
Stock issued during period share based compensation per director | 5,000 | 5,000 | ||||||||||||
Share based compensation expense | 14 | |||||||||||||
Total unrecognized compensation expense | 74 | 74 | 88 | 74 | ||||||||||
Allocated share based unrecognized compensation expense net of estimated forfeitures weighted average remaining period | 1 year 9 months 21 days | |||||||||||||
Stock Compensation Plan [Member] | Restricted Stock [Member] | Independent Directors [Member] | ||||||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options vesting percentage | 20.00% | |||||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options vesting percentage on anniversary of grant date | 20.00% | |||||||||||||
Fair value of stocks at grant date | $10 | $10 | $10 | |||||||||||
Two Thousand Nine Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options nonvested fair value | 120 | 120 | 120 | 120 | ||||||||||
Subsequent Event [Member] | ||||||||||||||
Maximum amount of common stock issuable under DRIP S-3 public offering | 250,000 | |||||||||||||
DRIP [Member] | ||||||||||||||
Share price | $9.50 | |||||||||||||
Percentage of offering price | 95.00% | |||||||||||||
Maximum amount of common stock issuable under public offering | 35,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Subscriptions in offering of common stock received and accepted shares | 184,931,598 | |||||||||||||
Share price | $10 | |||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Subscriptions in offering of common stock received and accepted shares | 184,931,598 | |||||||||||||
Issuance of common stock under the DRIP, shares | 1,948,563 | |||||||||||||
Issuance of common stock under the DRIP | 18,511 | |||||||||||||
Additional Paid-In Capital [Member] | ||||||||||||||
Issuance of common stock under the DRIP | 10,284 | |||||||||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition | 15 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Issuance of common stock under the DRIP, shares | 1,083,656 | |||||||||||||
Issuance of common stock under the DRIP | 11 | |||||||||||||
Shares, Issued | 186,324,917 | 22,222 | 186,324,917 | 91,623,241 | 186,324,917 | 22,222 | ||||||||
Parent [Member] | ||||||||||||||
Issuance of common stock under the DRIP | 10,295 | |||||||||||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition | $15 |
Equity_Status_and_Changes_of_N
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock [Roll Forward] | |
Beginning balance (in shares) - December 31, 2014 | 12,000 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Ending balance (in shares) - March 31, 2015 | 12,000 |
Expected to vest (in shares) - March 31, 2015 | 12,000 |
Beginning balance (in dollars per share) - December 31, 2014 | $10 |
Granted (in dollars per share) | $0 |
Vested (in dollars per share) | $0 |
Forfeited (in dollars per share) | $0 |
Ending balance (in dollars per share) - March 31, 2015 | $10 |
Expected to vest (in dollars per share) - March 31, 2015 | $10 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | 20-May-14 |
Related Party Transaction [Line Items] | |||||||
Organizational and offering expense percentage | 2.00% | ||||||
Related parties transactions acquisition fees, shares issued | 55,684 | ||||||
Percentage of acquisition fee of contract purchase price for properties acquired paid in shares | 0.25% | ||||||
Per share amount of shares of common stock in which payment was made | $9 | $9 | $9 | $9 | |||
Percentage of contract purchase price paid acquisition fee, in cash | 2.00% | ||||||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | |||||
Related party transaction, expenses from transactions with related party | $9,506 | $174 | |||||
Asset management fees | 957 | ||||||
Percentage of operating expenses of average invested assets | 1.60% | ||||||
Percentage of operating expenses of net income | -29.70% | ||||||
Officer purchase share price | $9 | ||||||
Other organizational and offering expenses [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, expenses from transactions with related party | 519 | ||||||
Advisor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Acquisition fee of contract purchase price | 2.25% | ||||||
Acquisition price for any real estate-related investment we originate or acquire | 2.00% | 2.00% | 2.00% | 2.00% | |||
Percentage of acquisition fee of contract purchase price for properties acquired paid in shares | 0.25% | ||||||
Per share amount of shares of common stock in which payment was made | $9 | $9 | $9 | $9 | |||
Percentage of contract purchase price paid acquisition fee, in cash | 2.00% | ||||||
Monthly asset management fee | 0.75% | 0.75% | 0.75% | 0.75% | |||
Subordinated asset management fee subject to stockholders receiving distributions, percentage | 5.00% | 5.00% | 5.00% | 5.00% | |||
Maximum percentage of property oversight fees - single tenant | 1.00% | 1.00% | 1.00% | 1.00% | |||
Maximum percentage of property oversight fees - multiple tenants | 1.50% | 1.50% | 1.50% | 1.50% | |||
Minimum percentage of lease fee | 3.00% | 3.00% | 3.00% | 3.00% | |||
Maximum percentage of lease fee | 6.00% | 6.00% | 6.00% | 6.00% | |||
Maximum percentage of construction management fee | 5.00% | 5.00% | 5.00% | 5.00% | |||
Percentage of operating expenses of average invested assets | 2.00% | ||||||
Percentage of operating expenses of net income | 25.00% | ||||||
Disposition fees as percentage of contract sales price | 2.00% | 2.00% | 2.00% | 2.00% | |||
Disposition fees as percentage of customary competitive real estate commission | 50.00% | 50.00% | 50.00% | 50.00% | |||
Maximum percentage of disposition fee | 6.00% | 6.00% | 6.00% | 6.00% | |||
Operating Expense [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, expenses from transactions with related party | 0 | 174 | |||||
Acquistion Fees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, expenses from transactions with related party | 7,894 | ||||||
Property Management Fee [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, expenses from transactions with related party | $136 | ||||||
Subordinated distribution of net sales proceeds [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of distribution of net proceeds from sales of properties | 15.00% | 15.00% | 15.00% | 15.00% | |||
Annual cumulative non compounded return on gross proceeds from sale of shares | 7.00% | 7.00% | 7.00% | 7.00% | |||
Subordinated Distribution Upon Listing [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of distribution of net proceeds from sales of properties | 15.00% | 15.00% | 15.00% | 15.00% | |||
Annual cumulative non compounded return upon listing of shares | 7.00% | 7.00% | 7.00% | 7.00% | |||
Subordinated Distribution Upon Termination [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Annual cumulative non compounded return on gross proceeds from sale of shares | 7.00% | 7.00% | 7.00% | 7.00% | |||
Distribution rate of partnership amount to sub advisor | 15.00% | 15.00% | 15.00% | 15.00% | |||
Board of Directors Chairman [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Investment rate by officer | 100.00% | 100.00% | 100.00% | 100.00% | |||
President [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Investment rate by officer | 100.00% | 100.00% | 100.00% | 100.00% | |||
Executive Vice President [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Investment rate by officer | 100.00% | 100.00% | 100.00% | 100.00% | |||
Chief Financial Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Investment rate by officer | 15.00% | 15.00% | 15.00% | 15.00% | |||
Senior Vice President [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Investment rate by officer | 15.00% | 15.00% | 15.00% | 15.00% | |||
Secretary [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Investment rate by officer | 10.00% | 10.00% | 10.00% | 10.00% | |||
Vice President [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Investment rate by officer | 15.00% | 15.00% | 15.00% | 15.00% |
Related_Party_Transactions_Rel
Related Party Transactions - Related Party Description (Detail) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
Board of Directors Chairman [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | $17 |
Issuance of common stock, number of shares | 1,902 |
Chief Financial Officer [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | 1 |
Issuance of common stock, number of shares | 165 |
Secretary [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | 1 |
Issuance of common stock, number of shares | 106 |
President [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | 20 |
Issuance of common stock, number of shares | 2,246 |
Executive Vice President [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | 19 |
Issuance of common stock, number of shares | 2,062 |
Senior Vice President [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | 2 |
Issuance of common stock, number of shares | 168 |
Vice President [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | 1 |
Issuance of common stock, number of shares | 135 |
Officer [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | $61 |
Issuance of common stock, number of shares | 6,784 |
Related_Party_Transactions_Sch
Related Party Transactions - Schedule of Amount Outstanding to Affiliates (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | $680 | $577 |
Offering Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 117 | 415 |
Asset And Property Management Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 445 | 131 |
Acquistion Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | $118 | $31 |
Fair_Value_Measurements_Assets
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Liabilities: | ||
Contingent consideration obligations | $5,264 | $1,393 |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Contingent consideration assets | 0 | |
Total assets at fair value | 0 | |
Liabilities: | ||
Contingent consideration obligations | 5,264 | 1,393 |
Total liabilities at fair value | 5,264 | 1,393 |
Fair Value, Inputs, (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Contingent consideration assets | 0 | |
Total assets at fair value | 0 | |
Liabilities: | ||
Contingent consideration obligations | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Contingent consideration assets | 0 | |
Total assets at fair value | 0 | |
Liabilities: | ||
Contingent consideration obligations | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Contingent consideration assets | 0 | |
Total assets at fair value | 0 | |
Liabilities: | ||
Contingent consideration obligations | 5,264 | 1,393 |
Total liabilities at fair value | $5,264 | $1,393 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Jan. 21, 2015 |
Business Acquisitions [Line Items] | |||
Loans payable, fair value disclosure | $27,428 | $17,058 | |
Mortgage loans payable, net | 26,735 | 16,959 | |
Contingent consideration obligations | 5,264 | 1,393 | |
King of Prussia PA MOB [Member] | |||
Business Acquisitions [Line Items] | |||
Contingent consideration obligations | 400 | ||
North Carolina ALF Portfolio [Member] | |||
Business Acquisitions [Line Items] | |||
Contingent consideration obligations | 3,471 | ||
North Carolina ALF Portfolio [Member] | Contingent Consideration Obligation [Member] | |||
Business Acquisitions [Line Items] | |||
Business combination, contingent consideration arrangements, range of outcomes, value, high | 13,144 | ||
Contingent consideration obligation notification period | three years from the date of acquisition | ||
Contingent consideration obligations fair value disclosure | 3,471 | ||
Contingent consideration obligation payment period | within three years after the acquisition | ||
Contingent consideration period earnout payment is based on | 3 months | ||
Acworth Medical Complex [Member] | Contingent Consideration Obligation [Member] | |||
Business Acquisitions [Line Items] | |||
Contingent consideration obligations | 795 | ||
Contingent consideration obligations fair value disclosure | 795 | 795 | |
Contingent consideration obligation payment period | within 18 months of the acquisition date | ||
Seller square feet lease criteria | 6,767 | ||
Fair value input of total unoccupied square feet | 4,891 | ||
Various Property Acquistions [Member] | Contingent Consideration Obligation [Member] | |||
Business Acquisitions [Line Items] | |||
Contingent consideration obligations fair value disclosure | 998 | 598 | |
Contingent Consideration Asset [Member] | King of Prussia PA MOB [Member] | |||
Business Acquisitions [Line Items] | |||
Business combination, contingent consideration arrangements, range of outcomes, value, low | 0 | ||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $1,100 | ||
Contingent consideration receivable period | within one year of the acquisition | ||
Seller square feet lease criteria | 4,536 |
Fair_Value_Measurements_Unobse
Fair Value Measurements - Unobservable Inputs (Details) (Fair Value, Measurements, Nonrecurring [Member], Significant Unobservable Inputs (Level 3) [Member], USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | |||
North Carolina ALF Portfolio [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Tenantbs annualized EBITDAR, as defined, for the three months prior to payment | $3,516,000 | |||
Fair value at year end | 3,471,000 | [1],[2] | 0 | [1],[2] |
Timing of payment | 27-Jan-18 | |||
Applicable rate, as defined | 7.20% | |||
Discount rate per annum | 1.25% | |||
Percentage of eligible payment requested | 100.00% | |||
Acworth Medical Complex [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value at year end | 795,000 | [2],[3] | 795,000 | [2],[3] |
Percentage of total unoccupied square footage leased up | 72.30% | 72.30% | ||
Rental rate per square foot | 16 | 16 | ||
Tenant improvement allowance per square foot | 30 | 30 | ||
DeKalb Professional Center [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value at year end | 598,000 | [2],[3] | 598,000 | [2],[3] |
Percentage of total unoccupied square footage leased up | 100.00% | 100.00% | ||
Rental rate per square foot | 15.5 | 15.5 | ||
Tenant improvement allowance per square foot | 30 | 30 | ||
King of Prussia PA MOB [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value at year end | $400,000 | [2],[4] | $0 | [2],[4] |
Percentage of total unoccupied square footage leased up | 100.00% | |||
Percentage of allowance for tenant improvements and leasing commissions to be paid | 100.00% | |||
[1] | The most significant input to the valuation is the tenantbs annualized EBITDAR, as defined. An increase (decrease) in the tenantbs annualized EBITDAR, as defined, would increase (decrease) the fair value. | |||
[2] | Significant increases or decreases in any of the unobservable inputs in isolation or in the aggregate would result in a significantly higher or lower fair value measurement to the contingent consideration obligation as of MarchB 31, 2015 and DecemberB 31, 2014. | |||
[3] | The most significant input to the valuation is the percentage of total unoccupied square footage leased up and the rental rate per square foot. An increase (decrease) in the percentage of total unoccupied square feet leased up and rental rate per square foot would increase (decrease) the fair value. An increase (decrease) in the tenant improvement allowance per square foot would decrease (increase) the fair value. | |||
[4] | The most significant input to the valuation is the percentage of total unoccupied square footage leased up. An increase (decrease) in the percentage of total unoccupied square feet leased up would increase (decrease) the fair value. An increase (decrease) in the percentage of allowance for tenant improvements and leasing commissions to be paid would increase (decrease) the fair value. |
Fair_Value_Measurements_Reconc
Fair Value Measurements - Reconciliation of Contingent Consideration Assets and Obligations (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Contingent Consideration Asset [Member] | |
Contingent Consideration Asset: | |
Beginning balance | $0 |
Additions to contingent consideration asset | 0 |
Realized/unrealized (gains) losses recognized in earnings | 0 |
Ending balance | 0 |
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to asset still held | 0 |
Contingent Consideration Obligations [Member] | |
Contingent Consideration Obligation: | |
Beginning balance | 1,393 |
Additions to contingent consideration obligations | 3,871 |
Realized/unrealized (gains) losses recognized in earnings | 0 |
Ending balance | 5,264 |
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to obligations still held | $0 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 27 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Jan. 01, 2014 | |
Acquisition | |||||
Building | |||||
Business Acquisitions [Line Items] | |||||
Number of acquisition completed from unaffiliated parties | 18 | ||||
Acquisition related expenses | $9,408 | $0 | |||
Share price | $10 | ||||
Number of buildings acquired from unaffiliated parties | 42 | ||||
Contract purchase price | 571,204 | ||||
Two Thousand Fifteen Acquisitions [Member] | |||||
Business Acquisitions [Line Items] | |||||
Number of acquisition completed from unaffiliated parties | 7 | ||||
Acquisition related expenses | 8,759 | ||||
Number of buildings acquired from unaffiliated parties | 18 | ||||
Contract purchase price | $293,504 | [1] | |||
[1] | We own 100% of our properties acquired in 2015. |
Business_Combinations_Schedule
Business Combinations - Schedule of Revenues and Net Income (Loss) of Properties Acquired (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Independence MOB Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Revenue | $3,056 |
Net income | 287 |
Other 2015 Acquisitions [Member] | |
Business Acquisitions [Line Items] | |
Revenue | 1,756 |
Net income | $705 |
Business_Combinations_Fair_Val
Business Combinations - Fair Value of Acquisitions (Detail) (USD $) | Mar. 31, 2015 | |
In Thousands, unless otherwise specified | ||
Independence MOB Portfolio [Member] | ||
Business Acquisitions [Line Items] | ||
Building and improvements | $113,727 | |
Land | 7,367 | |
Total assets acquired | 135,312 | |
Total liabilities assumed | -350 | |
Net assets acquired | 134,962 | |
Other 2015 Acquisitions [Member] | ||
Business Acquisitions [Line Items] | ||
Building and improvements | 137,800 | |
Land | 13,546 | |
Total assets acquired | 162,012 | |
Total liabilities assumed | -13,830 | |
Net assets acquired | 148,182 | |
In-Place Leases [Member] | Independence MOB Portfolio [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 7,182 | |
In-Place Leases [Member] | Other 2015 Acquisitions [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 9,931 | |
Above Market Leases [Member] | Independence MOB Portfolio [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 1,321 | |
Above Market Leases [Member] | Other 2015 Acquisitions [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 641 | |
Leasehold Interest [Member] | Independence MOB Portfolio [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 5,715 | |
Leasehold Interest [Member] | Other 2015 Acquisitions [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 94 | |
Mortgage loans payable, net [Domain] | Independence MOB Portfolio [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized liabilities assumed | 0 | |
Mortgage loans payable, net [Domain] | Other 2015 Acquisitions [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized liabilities assumed | -9,946 | |
Below Market Lease [Member] | Independence MOB Portfolio [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized liabilities assumed | -350 | |
Below Market Lease [Member] | Other 2015 Acquisitions [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized liabilities assumed | -13 | |
Other Liabilities [Member] | Independence MOB Portfolio [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized liabilities assumed | 0 | |
Other Liabilities [Member] | Other 2015 Acquisitions [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, recognized liabilities assumed | ($3,871) | [1] |
[1] | Included in other liabilities is $400,000 and $3,471,000 accrued for as contingent consideration obligations in connection with the purchase of King of Prussia PA MOB and North Carolina ALF Portfolio, respectively. For a further discussion, see Note 14, Fair Value Measurements b Assets and Liabilities Reported at Fair Value b Contingent Consideration. |
Business_Combinations_Fair_Val1
Business Combinations - Fair Value of Acquisitions (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Business Acquisitions [Line Items] | ||
Business combination, contingent consideration, liability | $5,264 | $1,393 |
King of Prussia PA MOB [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, contingent consideration, liability | 400 | |
North Carolina ALF Portfolio [Member] | ||
Business Acquisitions [Line Items] | ||
Business combination, contingent consideration, liability | $3,471 |
Business_Combinations_Business
Business Combinations - Business Acquisition Pro Forma Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Acquisitions [Line Items] | ||
Revenue | $15,208 | $7,251 |
Net (loss) income | 1,272 | -7,505 |
Net (loss) income attributable to controlling interest | $1,272 | ($7,504) |
Net (loss) income per common share attributable to controlling interest -basic and diluted | $0.01 | ($0.23) |
Segment_Reporting_Summary_Info
Segment Reporting - Summary Information for Reportable Segments (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Aug. 31, 2014 | Sep. 30, 2014 | Nov. 30, 2014 |
Business | Business | Business | Business | Business | ||
Segment Reporting Information Line Items | ||||||
Number of reportable segments | 3 | 3 | 1 | 2 | 2 | |
Revenue: | ||||||
Real estate revenue | $12,763 | $0 | ||||
Expenses: | ||||||
Rental expenses | 3,640 | 0 | ||||
Segment net operating income | 9,123 | 0 | ||||
Operating Expenses [Abstract] | ||||||
General and administrative | 2,767 | 46 | ||||
Acquisition related expenses | 9,408 | 0 | ||||
Depreciation and amortization | 4,673 | 0 | ||||
Loss from operations | -7,725 | -46 | ||||
Other income (expense): | ||||||
Interest expense (including amortization of deferred financing costs) | -397 | 0 | ||||
Interest income | 24 | 0 | ||||
Net loss | -8,098 | -46 | ||||
Total assets | 831,684 | 1,676,618 | ||||
Medical Office Building [Member] | ||||||
Revenue: | ||||||
Real estate revenue | 8,310 | 0 | ||||
Expenses: | ||||||
Rental expenses | 2,970 | 0 | ||||
Segment net operating income | 5,340 | 0 | ||||
Other income (expense): | ||||||
Total assets | 139,425 | 433,213 | ||||
Hospitals [Member] | ||||||
Revenue: | ||||||
Real estate revenue | 3,368 | 0 | ||||
Expenses: | ||||||
Rental expenses | 594 | 0 | ||||
Segment net operating income | 2,774 | 0 | ||||
Other income (expense): | ||||||
Total assets | 129,075 | 145,202 | ||||
Senior Housing [Member] | ||||||
Revenue: | ||||||
Real estate revenue | 1,085 | 0 | ||||
Expenses: | ||||||
Rental expenses | 76 | 0 | ||||
Segment net operating income | 1,009 | 0 | ||||
Other income (expense): | ||||||
Total assets | 13,580 | 63,520 | ||||
Other Segments [Member] | ||||||
Other income (expense): | ||||||
Total assets | $549,604 | $1,034,683 |
Concentration_of_Credit_Risk_A
Concentration of Credit Risk - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended |
Dec. 31, 2014 | Mar. 31, 2015 | Aug. 31, 2014 | Sep. 30, 2014 | Nov. 30, 2014 | |
Business | segment | Business | Business | Business | |
Person | |||||
Concentration of Credit Risk | |||||
Number of states with more than ten percent of tenant annual base rent | 2 | ||||
Number of reportable segments | 3 | 3 | 1 | 2 | 2 |
Number of tenants with more than ten percent of annual base rent | 1 | ||||
Minimum percent share of annualized base rent accounted by tenants | 10.00% | ||||
Minimum percent share of each state annualized base rent that company owned | 10.00% | ||||
Medical Office Building [Member] | |||||
Concentration of Credit Risk | |||||
Percentage of annual base rent | 65.90% | ||||
Hospitals [Member] | |||||
Concentration of Credit Risk | |||||
Percentage of annual base rent | 25.00% | ||||
Senior Housing [Member] | |||||
Concentration of Credit Risk | |||||
Percentage of annual base rent | 9.10% | ||||
TEXAS | |||||
Concentration of Credit Risk | |||||
Percentage of annual base rent | 43.10% | ||||
NEW JERSEY | |||||
Concentration of Credit Risk | |||||
Percentage of annual base rent | 11.40% | ||||
Forest Park Medical Center [Member] | |||||
Concentration of Credit Risk | |||||
Percentage of annual base rent | 22.60% |
Concentration_of_Credit_Risk_S
Concentration of Credit Risk - Schedule of Annualized Base Rent from Tenants at Consolidated Properties (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | 14-May-15 | |
sqft | |||
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |||
GLA (Sq Ft) | 1,882,000 | ||
Forest Park Medical Center [Member] | |||
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |||
Concentration of credit risk, outstanding receivable due from largest tenant | $2,785 | ||
Annual base rent | 10,844 | ||
Percentage of annual base rent | 22.60% | ||
GLA (Sq Ft) | 142,000 | ||
Lease expiration date | 31-Dec-34 | ||
Subsequent Event [Member] | Forest Park Medical Center [Member] | |||
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |||
Concentration of credit risk, outstanding receivable due from largest tenant | $4,849 | [1] | |
[1] | Annualized base rent is based on contractual base rent from leases in effect as of MarchB 31, 2015. The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations. |
Per_Share_Data_Detail
Per Share Data (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Participating securities, distributed and undistributed earnings (loss), basic | 2 | |
Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 12,000 | 0 |
Redeemable Limited Partnership Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 222 | 222 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 13 Months Ended | 24 Months Ended | 27 Months Ended | 1 Months Ended | 14 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 04, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | 14-May-15 | Apr. 21, 2015 | |
Building | Acquisition | |||||||
Acquisition | Building | |||||||
Subsequent Events [Line Items] | ||||||||
Issuance of common stock under the DRIP | $10,295 | $2,734 | $13,029 | |||||
Issuance of common stock under the DRIP, shares | 1,083,656 | 1,371,448 | 287,792 | 1,371,448 | ||||
Ownership percentage, properties | 100.00% | |||||||
Contract purchase price | 571,204 | |||||||
Acquisition fee | 1,204 | 6,603 | ||||||
Number of acquisition completed from unaffiliated parties | 18 | |||||||
Number of buildings acquired from unaffiliated parties | 42 | |||||||
Common Stock [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Subscriptions in offering of common stock received and accepted shares | 184,931,598 | |||||||
Subscriptions in offering of common stock received and accepted value | 1,842,628 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Ownership percentage, properties | 100.00% | |||||||
Contract purchase price | 56,520 | [1] | ||||||
Acquisition fee | 1,272 | [1],[2] | ||||||
Number of acquisition completed from unaffiliated parties | 3 | |||||||
Number of buildings acquired from unaffiliated parties | 5 | |||||||
Acquisition fee of contract purchase price | 2.25% | |||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Subscriptions in offering of common stock received and accepted shares | 184,931,598 | |||||||
Subscriptions in offering of common stock received and accepted value | 1,842,628 | |||||||
Issuance of common stock under the DRIP | $18,511 | |||||||
Issuance of common stock under the DRIP, shares | 1,948,563 | |||||||
[1] | We own 100% of our properties acquired subsequent to MarchB 31, 2015. | |||||||
[2] | Our advisor and its affiliates were paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price. |
Subsequent_Events_Summary_of_A
Subsequent Events - Summary of Acquisitions of Properties (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 27 Months Ended | 1 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 04, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | 14-May-15 | ||
Summary of Acquisitions of Properties [Line Items] | ||||||
Contract purchase price | $571,204 | |||||
Mortgage loans payable related to acquisition of properties | 9,946 | [1] | ||||
Acquisition fee | 1,204 | 6,603 | ||||
Subsequent Event [Member] | ||||||
Summary of Acquisitions of Properties [Line Items] | ||||||
Contract purchase price | 56,520 | [2] | ||||
Mortgage loans payable related to acquisition of properties | 14,004 | [2],[3] | ||||
Acquisition fee | 1,272 | [2],[4] | ||||
Paoli Medical Plaza [Member] | Subsequent Event [Member] | ||||||
Summary of Acquisitions of Properties [Line Items] | ||||||
Type of property acquired | Medical Office | [2] | ||||
Date acquired | 4/10/15 | [2] | ||||
Contract purchase price | 24,820 | [2] | ||||
Mortgage loans payable related to acquisition of properties | 14,004 | [2],[3] | ||||
Acquisition fee | 558 | [2],[4] | ||||
Glen Burnie MD MOB [Member] | Subsequent Event [Member] | ||||||
Summary of Acquisitions of Properties [Line Items] | ||||||
Type of property acquired | Medical Office | [2] | ||||
Date acquired | 5/6/15 | [2] | ||||
Contract purchase price | 18,650 | [2] | ||||
Acquisition fee | 420 | [2],[4] | ||||
Marietta GA MOB [Member] | Subsequent Event [Member] | ||||||
Summary of Acquisitions of Properties [Line Items] | ||||||
Type of property acquired | Medical Office | [2] | ||||
Date acquired | 5/7/15 | [2] | ||||
Contract purchase price | 13,050 | [2] | ||||
Acquisition fee | $294 | [2],[4] | ||||
[1] | Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. | |||||
[2] | We own 100% of our properties acquired subsequent to MarchB 31, 2015. | |||||
[3] | Represents the principal balance of the mortgage loans payable assumed by us at the time of acquisition. | |||||
[4] | Our advisor and its affiliates were paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price. |