Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | gahr3 | |
Entity Registrant Name | Griffin-American Healthcare REIT III, Inc. | |
Entity Central Index Key | 1,566,912 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 197,892,384 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | |
ASSETS | |||
Real estate investments, net | $ 2,178,094,000 | $ 2,138,981,000 | |
Real estate notes receivable and debt security investment, net | 100,272,000 | 101,117,000 | |
Cash and cash equivalents | 29,085,000 | 29,123,000 | |
Accounts and other receivables, net | 109,408,000 | 127,684,000 | |
Restricted cash | 18,986,000 | 26,554,000 | |
Real estate deposits | 2,988,000 | 3,173,000 | |
Identified intangible assets, net | 194,278,000 | 200,827,000 | |
Goodwill | 75,265,000 | 75,265,000 | |
Other assets, net | 94,292,000 | 91,794,000 | |
Total assets | 2,802,668,000 | 2,794,518,000 | |
Liabilities: | |||
Mortgage loans payable, net | [1] | 486,509,000 | 495,717,000 |
Lines of credit and term loan | [1] | 713,716,000 | 649,317,000 |
Accounts payable and accrued liabilities | [1] | 102,882,000 | 105,145,000 |
Accounts payable due to affiliates | [1] | 2,029,000 | 2,186,000 |
Identified intangible liabilities, net | 2,013,000 | 2,216,000 | |
Capital lease obligations | [1] | 20,080,000 | 45,295,000 |
Security deposits, prepaid rent and other liabilities | [1] | 48,021,000 | 44,582,000 |
Total liabilities | 1,375,250,000 | 1,344,458,000 | |
Commitments and contingencies (Note 11) | |||
Redeemable noncontrolling interests (Note 12) | 32,166,000 | 31,507,000 | |
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; 196,718,030 and 195,780,039 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 1,967,000 | 1,957,000 | |
Additional paid-in capital | 1,762,412,000 | 1,754,160,000 | |
Accumulated deficit | (522,954,000) | (490,298,000) | |
Total stockholders’ equity | 1,238,538,000 | 1,262,790,000 | |
Noncontrolling interests (Note 13) | 156,714,000 | 155,763,000 | |
Total equity | 1,395,252,000 | 1,418,553,000 | |
Total liabilities, redeemable noncontrolling interests and equity | $ 2,802,668,000 | $ 2,794,518,000 | |
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2017 and December 31, 2016 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2016 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $408,000,000 and $391,000,000 as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Lines of credit and term loan | [1] | $ 713,716 | $ 649,317 |
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 | 196,718,030 | 195,780,039 | |
Common stock, shares outstanding | 196,718,030 | 195,780,039 | |
Two Thousand Sixteen Corporate Line Of Credit [Member] | Line of Credit [Member] | |||
Lines of credit and term loan | $ 408,000 | $ 391,000 | |
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2017 and December 31, 2016 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2016 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $408,000,000 and $391,000,000 as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Resident fees and services | $ 225,053,000 | $ 218,355,000 |
Real estate revenue | 31,348,000 | 30,150,000 |
Total revenues | 256,401,000 | 248,505,000 |
Expenses: | ||
Property operating expenses | 199,099,000 | 192,998,000 |
Rental expenses | 8,395,000 | 6,731,000 |
General and administrative | 7,863,000 | 6,894,000 |
Acquisition related expenses | 318,000 | 3,415,000 |
Depreciation and amortization | 29,822,000 | 70,896,000 |
Total expenses | 245,497,000 | 280,934,000 |
Income (loss) from operations | 10,904,000 | (32,429,000) |
Interest expense: | ||
Interest expense (including amortization of deferred financing costs and debt discount/premium) | (14,595,000) | (9,447,000) |
Gain (loss) in fair value of derivative financial instruments | 336,000 | (260,000) |
Impairment of real estate investment | (3,969,000) | 0 |
Loss from unconsolidated entities | (962,000) | (2,616,000) |
Foreign currency gain (loss) | 513,000 | (1,475,000) |
Other income, net | 33,000 | 224,000 |
Loss before income taxes | (7,740,000) | (46,003,000) |
Income tax benefit (expense) | 213,000 | (1,059,000) |
Net loss | (7,527,000) | (47,062,000) |
Less: net loss attributable to noncontrolling interests | 4,008,000 | 12,795,000 |
Net loss attributable to controlling interest | $ (3,519,000) | $ (34,267,000) |
Net loss per common share attributable to controlling interest — basic and diluted | $ (0.02) | $ (0.18) |
Weighted average number of common shares outstanding — basic and diluted | 196,897,807 | 192,240,851 |
Distributions declared per common share | $ 0.15 | $ 0.15 |
Other comprehensive loss: | ||
Foreign currency translation adjustments | $ 142,000 | $ (501,000) |
Total other comprehensive income (loss) | 142,000 | (501,000) |
Comprehensive loss | (7,385,000) | (47,563,000) |
Less: comprehensive loss attributable to noncontrolling interests | 4,008,000 | 12,795,000 |
Comprehensive loss attributable to controlling interest | $ (3,377,000) | $ (34,768,000) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Parent [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | |
Reclassification of Noncontrolling Interest | $ 0 | |||||||
Adjustments to Additional Paid in Capital, Fair Value Adjustment to Redeemable Noncontrolling Interests | 0 | |||||||
Beginning balance, Shares at Dec. 31, 2015 | 191,135,158 | |||||||
Beginning balance Stockholders' Equity at Dec. 31, 2015 | 1,683,258,000 | $ 1,492,113,000 | $ 1,911,000 | $ 1,718,423,000 | $ (227,715,000) | $ (506,000) | $ 191,145,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Offering costs — common stock | (11,000) | (11,000) | (11,000) | |||||
Stock based compensation | 195,000 | 195,000 | ||||||
Issuance of common stock under the DRIP, shares | 1,695,026 | |||||||
Issuance of common stock under the DRIP | 16,110,000 | 16,110,000 | $ 17,000 | 16,093,000 | ||||
Amortization of nonvested common stock compensation | 23,000 | 23,000 | 23,000 | |||||
Repurchase of common stock, number of shares | (248,483) | |||||||
Repurchase of common stock | (2,351,000) | (2,351,000) | $ (2,000) | (2,349,000) | ||||
Contribution from noncontrolling interests | 925,000 | 925,000 | ||||||
Distributions declared | (28,458,000) | (28,458,000) | (28,458,000) | |||||
Net loss | (47,066,000) | (34,267,000) | (34,267,000) | (12,799,000) | ||||
Other comprehensive income | (501,000) | (501,000) | (501,000) | |||||
Ending balance, Shares at Mar. 31, 2016 | 192,581,701 | |||||||
Ending balance Stockholders' Equity at Mar. 31, 2016 | 1,622,124,000 | 1,442,658,000 | $ 1,926,000 | 1,732,179,000 | (290,440,000) | (1,007,000) | 179,466,000 | |
Reclassification of Noncontrolling Interest | (195,000) | (195,000) | ||||||
Adjustments to Additional Paid in Capital, Fair Value Adjustment to Redeemable Noncontrolling Interests | (464,000) | (325,000) | (325,000) | (139,000) | ||||
Beginning balance, Shares at Dec. 31, 2016 | 195,780,039 | |||||||
Beginning balance Stockholders' Equity at Dec. 31, 2016 | 1,418,553,000 | 1,262,790,000 | $ 1,957,000 | 1,754,160,000 | (490,298,000) | (3,029,000) | 155,763,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Offering costs — common stock | (9,000) | (9,000) | (9,000) | |||||
Issuance of common stock under the DRIP, shares | 1,740,384 | |||||||
Issuance of common stock under the DRIP | 15,681,000 | 15,681,000 | $ 18,000 | 15,663,000 | ||||
Amortization of nonvested common stock compensation | 43,000 | 43,000 | 43,000 | |||||
Repurchase of common stock, number of shares | (802,393) | |||||||
Repurchase of common stock | (7,128,000) | (7,128,000) | $ (8,000) | (7,120,000) | ||||
Contribution from noncontrolling interests | 5,334,000 | 5,334,000 | ||||||
Distributions to noncontrolling interests | (453,000) | (453,000) | ||||||
Distributions declared | (29,137,000) | (29,137,000) | (29,137,000) | |||||
Net loss | (7,115,000) | (3,519,000) | (3,519,000) | (3,596,000) | [1] | |||
Other comprehensive income | 142,000 | 142,000 | 142,000 | |||||
Ending balance, Shares at Mar. 31, 2017 | 196,718,030 | |||||||
Ending balance Stockholders' Equity at Mar. 31, 2017 | $ 1,395,252,000 | $ 1,238,538,000 | $ 1,967,000 | $ 1,762,412,000 | $ (522,954,000) | $ (2,887,000) | $ 156,714,000 | |
[1] | Amount excludes $(412,000) of net loss attributable to redeemable noncontrolling interests. See Note 12, Redeemable Noncontrolling Interests, for a further discussion. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Net loss attributable to redeemable noncontrolling interests | $ (412) | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (7,527,000) | $ (47,062,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 29,822,000 | 70,896,000 |
Other amortization (including deferred financing costs, above/below-market leases, leasehold interests, debt discount/premium, real estate notes receivable loan costs and debt security investment accretion and closing costs) | 1,718,000 | 1,271,000 |
Deferred rent | (1,341,000) | 148,000 |
Stock based compensation | 0 | 195,000 |
Stock based compensation — nonvested restricted common stock | 43,000 | 23,000 |
Loss from unconsolidated entities | 962,000 | 2,616,000 |
Bad debt expense, net | 1,659,000 | 759,000 |
Foreign currency (gain) loss | (530,000) | 1,475,000 |
Change in fair value of contingent consideration | 1,000 | (366,000) |
Change in fair value of derivative financial instruments | (336,000) | 161,000 |
Impairment of real estate investment | 3,969,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 16,617,000 | (9,821,000) |
Other assets | (2,461,000) | (1,243,000) |
Accounts payable and accrued liabilities | 1,574,000 | 39,601,000 |
Accounts payable due to affiliates | (52,000) | 391,000 |
Security deposits, prepaid rent and other liabilities | 3,125,000 | 172,000 |
Net cash provided by operating activities | 47,243,000 | 59,216,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of real estate investments | (89,264,000) | (106,131,000) |
Advances on real estate notes receivable | 0 | (1,942,000) |
Principal repayment on real estate notes receivable | 1,388,000 | 0 |
Loan costs on real estate notes receivable | 0 | (39,000) |
Capital expenditures | (6,225,000) | (15,495,000) |
Restricted cash | 7,568,000 | (3,496,000) |
Real estate deposits | 185,000 | (1,602,000) |
Proceeds from insurance settlements | 22,000 | 0 |
Net cash used in investing activities | (86,326,000) | (128,705,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under mortgage loans payable | 970,000 | 1,149,000 |
Payments on mortgage loans payable | (1,549,000) | (1,368,000) |
Settlement of mortgage loan payable | (7,625,000) | 0 |
Borrowings under the lines of credit and term loan | 205,699,000 | 135,503,000 |
Payments on the lines of credit and term loan | (141,300,000) | (48,000,000) |
Payment of derivative financial instrument | 0 | (15,000) |
Deferred financing costs | (182,000) | (6,918,000) |
Contingent consideration related to acquisition of real estate | 0 | (350,000) |
Repurchase of common stock | (7,128,000) | (2,351,000) |
Payments under capital leases | (1,810,000) | (2,568,000) |
Contribution from noncontrolling interest | 5,334,000 | 925,000 |
Distributions to noncontrolling interests | (449,000) | 0 |
Contribution from redeemable noncontrolling interests | 635,000 | 0 |
Distribution to redeemable noncontrolling interests | (223,000) | 0 |
Security deposits | 63,000 | (17,000) |
Payment of offering costs | (9,000) | (11,000) |
Distributions paid | (13,401,000) | (12,262,000) |
Net cash provided by financing activities | 39,025,000 | 63,717,000 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (58,000) | (5,772,000) |
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS | 20,000 | 16,000 |
CASH AND CASH EQUIVALENTS — Beginning of period | 29,123,000 | 48,953,000 |
CASH AND CASH EQUIVALENTS — End of period | 29,085,000 | 43,197,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for: Interest (including interest on capital leases) | 19,486,000 | 13,502,000 |
Cash paid for: Income taxes | 197,000 | 2,000 |
Investing Activities: | ||
Accrued capital expenditures | 1,576,000 | 3,178,000 |
Disposition of real estate investment | 2,400,000 | 0 |
The following represents the increase (decrease) in certain assets and liabilities in connection with our acquisitions and disposition of real estate investments: | ||
Other assets | (11,094,000) | 148,000 |
Mortgage loans payable, net | 0 | 15,430,000 |
Accounts payable and accrued liabilities | 0 | 76,000 |
Capital lease obligations | (28,236,000) | 0 |
Prepaid rent | 206,000 | 650,000 |
Financing Activities: | ||
Issuance of common stock under the DRIP | 15,681,000 | 16,110,000 |
Distributions declared but not paid | 10,064,000 | 9,831,000 |
Reclassification of noncontrolling interests to mezzanine equity | 195,000 | 0 |
Accrued deferred financing costs | 5,000 | 94,000 |
Settlement of mortgage loan payable | $ 2,040,000 | $ 0 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
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 also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). We 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 qualified to be taxed as a real estate investment trust, or REIT, under the Code, for federal income tax purposes beginning with our taxable year ended December 31, 2014 , and we intend to continue to qualify to be taxed as a REIT. As of April 22, 2015, the deregistration date of our initial public offering, or our initial offering, we had received and accepted subscriptions in our initial offering for 184,930,598 shares of our common stock, or $1,842,618,000 , excluding shares of our common stock issued pursuant to our distribution reinvestment plan, or the DRIP. As of April 22, 2015, 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 portion of our initial offering. 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 Offering. The Registration Statement on Form S-3 was automatically effective with the United States Securities and Exchange Commission, or SEC, upon its filing; however, we did not commence offering shares pursuant to the Secondary DRIP Offering until April 22, 2015, following the deregistration of our initial offering. Effective October 5, 2016, we amended and restated the DRIP, or the Amended and Restated DRIP, to amend the price at which shares of our common stock are issued pursuant to the Secondary DRIP Offering. See Note 13, Equity — Distribution Reinvestment Plan, for a further discussion. As of March 31, 2017 , a total of $123,844,000 in distributions were reinvested and 13,186,735 shares of our common stock were issued pursuant to the Secondary DRIP Offering. We conduct substantially all of our operations through Griffin-Am erican 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 was effective as of February 26, 2014 and had a one -year term, subject to successive one -year renewals upon the mutual consent of the parties. The Advisory Agreement was last renewed pursuant to the mutual consent of the parties on February 14, 2017 and expires on February 26, 2018. O ur advisor uses its best efforts, subject to the oversight, review and approval of our board of directors, or our board, 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 a dvisor 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 Company, LLC, or Griffin Capital (formerly known as Griffin Capital Corporation), or collectively, our co-sponsors. Effective March 1, 2015, American Healthcare Investors is 47.1% owned by AHI Group Holdings, LLC, or AHI Group Holdings, 45.1% indirectly owned by Colony NorthStar, Inc. (NYSE: CLNS), or Colony NorthStar (formerly known as NorthStar Asset Management Group Inc. prior to its merger with Colony Capital, Inc. and NorthStar Realty Finance Corp. on January 10, 2017), and 7.8% owned by James F. Flaherty III, one of Colony NorthStar’s partners. We are not affiliated with Griffin Capital, Griffin Capital Securities, LLC, or our dealer manager, Colony NorthStar or Mr. Flaherty; however, we are affiliated with Griffin-American Advisor, American Healthcare Investors and AHI Group Holdings. We currently operate through six reportable business segments: medical office buildings, hospitals, skilled nursing facilities, senior housing, senior housing — RIDEA and integrated senior health campuses. As of March 31, 2017 , we owned and/or operated 94 properties, comprising 98 buildings, and 108 integrated senior health campuses including completed development projects, or approximately 12,521,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $2,852,681,000 . In addition, as of March 31, 2017 , we have invested $94,858,000 in real estate-related investments, net of principal repayments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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 accompanying 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 in which we have control, as well as any variable interest entities, or VIEs, in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and of which we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 810, Consolidation , or ASC Topic 810. We operate and intend to co ntinue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control, will own substantially all of the interests in properties acquired on our behalf. We are the sole general partner of o ur operating partnership, and as of March 31, 2017 and December 31, 2016 , we owned greater than a 99.99% general partnership interest therein. As of March 31, 2017 and December 31, 2016 , our advisor owned less than a 0.01% limited partnership interest in our operating partnership. 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 accompanying condensed consolidated financial statements. All 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 2016 Annual Report on Form 10-K, as filed with the SEC on March 15, 2017. Use of Estimates The preparation of our accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the 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 and resident 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 or residents 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 and comprehensive loss. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s or resident’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. As of March 31, 2017 and December 31, 2016 , we had $9,530,000 and $9,597,000 , respectively, in allowance for uncollectible accounts, which was determined necessary to reduce receivables to our estimate of the amount recoverable. For the three months ended March 31, 2017 and 2016 , we did not write off any receivables to bad debt expense. For the three months ended March 31, 2017 and 2016 , $1,629,000 and $1,578,000 , respectively, of our receivables were written off against the allowance for uncollectible accounts. As of March 31, 2017 and December 31, 2016 , we did not have any allowance for uncollectible accounts for deferred rent receivables. For the three months ended March 31, 2017 and 2016 , $0 and $24,000 , respectively, of our deferred rent receivables were directly written off to bad debt expense. Property Acquisitions In accordance with ASC Topic 805, Business Combinations , and Accounting Standards Update, or ASU, 2017-01, Clarifying the Definition of a Business , or ASU 2017-01, we determine whether a transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, we account for the transaction as an asset acquisition. Under both methods, we recognize the identifiable assets acquired and liabilities assumed. We immediately expense acquisition related expenses associated with a business combination and capitalize acquisition related expenses directly associated with an asset acquisition. As a result of our early adoption of ASU 2017-01 on January 1, 2017, we accounted for the property acquisition we completed for the three months ended March 31, 2017 as an asset acquisition rather than a business combination. See Note 3, Real Estate Investments, Net , for a further discussion. For the three months ended March 31, 2016 , we completed six property acquisitions, which we accounted for as business combinations. See Note 17, Business Combinations , for a further discussion. Accounts Payable and Accrued Liabilities As of March 31, 2017 and December 31, 2016 , accounts payable and accrued liabilities primarily consisted of reimbursement of payroll related costs to the managers of our senior housing — RIDEA facilities and integrated senior health campuses of $22,979,000 and $20,992,000 , respectively, insurance payable of $22,790,000 and $19,136,000 , respectively, accrued property taxes of $12,677,000 and $12,766,000 , respectively, and accrued distributions of $10,064,000 and $10,009,000 , respectively. Recently Issued Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , or ASU 2016-01, which amends the classification and measurement of financial instruments. ASU 2016-01 revises the accounting related to: (i) the classification and measurement of investments in equity securities; and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, with respect to only certain of the amendments in ASU 2016-01, for financial statements that have not yet been made available for issuance. ASU 2016-01 requires the application of the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with certain exceptions. We do not expect the adoption of ASU 2016-01 on January 1, 2018 to have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted after December 15, 2018. We do not expect the adoption of ASU 2016-13 on January 1, 2020 to have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, or ASU 2016-15, which intends to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2016-15 on January 1, 2018 to have a material impact on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, or ASU 2016-16, which removes the prohibition in ASC 740, Income Taxes , against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. ASU 2016-16 is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2016-16 on January 1, 2018 to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , or ASU 2017-04, which eliminates Step 2 from the goodwill impairment test and allows an entity to perform its goodwill impairment test by comparing the fair value of a reporting segment with its carrying amount. ASU 2017-04 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. We early adopted ASU 2017-04 on January 1, 2017, which did not have a material impact on our consolidated financial statements. |
Real Estate Investments, Net
Real Estate Investments, Net | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 and December 31, 2016 : March 31, 2017 December 31, Building, improvements and construction in process $ 2,029,433,000 $ 1,981,610,000 Land 171,583,000 167,329,000 Furniture, fixtures and equipment 91,610,000 84,817,000 2,292,626,000 2,233,756,000 Less: accumulated depreciation (114,532,000 ) (94,775,000 ) $ 2,178,094,000 $ 2,138,981,000 Depreciation expense for the three months ended March 31, 2017 and 2016 was $20,009,000 and $15,461,000 , respectively. In March 2017, we determined an integrated senior health campus was impaired and recognized an impairment charge of $3,969,000 , which reduced the carrying value of our investment to $400,000 . The fair value of the integrated senior health campus was based on its projected sales price, which was considered to be a Level 2 measurement within the fair value hierarchy. In addition to the property acquisitions discussed below, for the three months ended March 31, 2017 and 2016 , we incurred capital expenditures of $5,937,000 and $13,008,000 , respectively, on our integrated senior health campuses, $1,061,000 and $534,000 , respectively, on our medical office buildings, $246,000 and $20,000 , respectively, on our senior housing — RIDEA facilities, $175,000 and $0 , respectively, on our skilled nursing facilities and $0 and $80,000 , respectively, on our hospitals. We did no t incur any capital expenditures on our senior housing facilities for the three months ended March 31, 2017 and 2016 . 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, 2017 and 2016 , such fees and expenses noted above did not exceed 6.0% of the contract purchase price of our property acquisitions. Acquisitions in 2017 For the three months ended March 31, 2017 , using cash on hand and debt financing, we completed the acquisition of one building from unaffiliated parties, which we added to our existing North Carolina ALF Portfolio. The other four buildings in North Carolina ALF Portfolio were acquired in January 2015 and June 2015. The following is a summary of our property acquisition for the three months ended March 31, 2017 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Lines of Credit and Term Loan(2) Acquisition Fee(3) North Carolina ALF Portfolio Huntersville, NC Senior Housing 01/18/17 $ 15,000,000 $ 14,000,000 $ 338,000 ___________ (1) We own 100% of our property acquired in 2017 . (2) Represents borrowings under the 2016 Corporate Line of Credit, as defined in Note 8, Lines of Credit and Term Loan , at the time of acquisition. (3) Our advisor was paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25% of the contract purchase price of the property. 2017 Acquisition of Previously Leased Real Estate Investments For the three months ended March 31, 2017 , we, through a majority-owned subsidiary of Trilogy Investors LLC, or Trilogy, of which we own 67.7% , also acquired the real estate underlying six previously leased integrated senior health campuses located in Indiana, Kentucky and Ohio. The following is a summary of our acquisition for the three months ended March 31, 2017 : Location Date Acquired Contract Purchase Price Lines of Credit and Term Loan(1) Acquisition Fee(2) Boonville, Columbus and Hanover, IN; Lexington, KY; and Maumee and Willard, OH 02/01/17 $ 72,200,000 $ 53,700,000 $ 1,099,000 ___________ (1) Represents borrowings under the Trilogy PropCo Line of Credit, as defined in Note 8, Lines of Credit and Term Loan , at the time of acquisition. (2) Our advisor was 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 portion of the contract purchase price of the properties attributed to our ownership interest of approximately 67.7% in the subsidiary of Trilogy that acquired the properties. For the three months ended March 31, 2017 , we accounted for the building we added to North Carolina ALF Portfolio and our acquisition of previously leased real estate investments as asset acquisitions. We incurred closing costs and acquisition related expenses of $2,126,000 , which were capitalized in accordance with our early adoption of ASU 2017-01. The following table summarizes the acquisition date fair values of the assets acquired of our property acquisitions in 2017: 2017 Acquisitions Building and improvements $ 51,588,000 Land 6,415,000 In-place leases 10,318,000 Certificates of need 4,750,000 Total assets acquired $ 73,071,000 |
Real Estate Notes Receivable an
Real Estate Notes Receivable and Investment, Net | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate Notes Receivable [Abstract] | |
Real Estate Notes Receivable and Investment, Net | 4. Real Estate Notes Receivable and Debt Security Investment, Net As of March 31, 2017 and December 31, 2016 , we had $100,272,000 and $101,117,000 of notes receivable and debt security investment, net, respectively. The following is a summary of our notes receivable and debt security investment, including unamortized loan and closing costs, net as of March 31, 2017 and December 31, 2016 : Balance Origination Date Maturity Date Contractual Interest Rate(1) Maximum Advances Available March 31, 2017 December 31, 2016 Acquisition Fee(2) Mezzanine Fixed Rate Notes(3)(4) United States 02/04/15 12/09/19 6.75% $ 28,650,000 $ 28,650,000 $ 28,650,000 $ 573,000 Mezzanine Floating Rate Notes(3)(4) United States 02/04/15 12/09/17 6.91% $ 31,567,000 5,779,000 7,167,000 631,000 Debt security investment(5) 10/15/15 08/25/25 4.24% N/A 63,772,000 63,176,000 1,209,000 98,201,000 98,993,000 $ 2,413,000 Unamortized loan and closing costs, net 2,071,000 2,124,000 $ 100,272,000 $ 101,117,000 ___________ (1) Represents the per annum interest rate in effect as of March 31, 2017 . (2) Our advisor was paid in cash, as compensation for services in connection with real estate-related investments, an acquisition fee of 2.00% of the total amount advanced or invested through March 31, 2017 . (3) The Mezzanine Fixed Rate Notes and the Mezzanine Floating Rate Notes, or collectively, the Mezzanine Notes, evidence interests in a portion of a mezzanine loan that 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 Colony NorthStar (formerly known as NorthStar Realty Finance Corp. prior to its merger with Colony Capital, Inc. and NorthStar Asset Management Group Inc. on January 10, 2017). The maturity date of the Mezzanine Floating Rate Notes may be extended by three successive one -year extension periods at the borrower’s option, subject to satisfaction of certain conditions. In October 2016, the borrower exercised its right to extend the original December 9, 2016 maturity date of the Mezzanine Floating Rate Notes for one year to December 2017. (4) Balance represents the original principal balance, increased by any subsequent advances and decreased by any subsequent principal paydowns. The Mezzanine Floating Rate Notes and Mezzanine Fixed Rate Notes only require monthly interest payments and are subject to certain prepayment restrictions if repaid before the respective maturity dates. (5) The commercial mortgage-backed debt security, or the debt security, bears an interest rate on the stated principal amount thereof equal to 4.24% per annum, the terms of which security provide for monthly interest-only payments. The debt security matures on August 25, 2025 at a stated amount of $93,433,000 , resulting in an anticipated yield-to-maturity of 10.0% per annum. The debt security is subordinate to all other interests in FREMF 2015-KS03 Mortgage Trust, or the Mortgage Trust, and is not guaranteed by a government-sponsored entity. As of March 31, 2017 and December 31, 2016 , the net carrying amount with accretion was $65,484,000 and $64,912,000 , respectively. We classify our debt security investment as held-to-maturity and we have not recorded any unrealized holding gains or losses on such investment. 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, 2017 and 2016 , such fees and expenses noted above did not exceed 6.0% of the contract purchase price of our real estate-related investments. The following table shows the changes in the carrying amount of real estate notes receivable and debt security investment, net for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Beginning balance $ 101,117,000 $ 144,477,000 Additions: Advances on real estate notes receivable — 1,942,000 Accretion on debt security 596,000 540,000 Loan costs — 39,000 Deductions: Principal repayment on real estate notes receivable (1,388,000 ) — Foreign currency translation adjustments — (754,000 ) Amortization of loan and closing costs (53,000 ) (98,000 ) Ending balance $ 100,272,000 $ 146,146,000 For the three months ended March 31, 2017 and 2016 , we did no t record any impairment losses on our real estate notes receivable and debt security investment. Amortization expense on loan and closing costs was recorded against real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss. |
Identified Intangible Assets, N
Identified Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Amortized intangible assets: In-place leases, net of accumulated amortization of $30,587,000 and $23,997,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 8.5 years and 8.6 years as of March 31, 2017 and December 31, 2016, respectively) $ 69,087,000 $ 68,376,000 Leasehold interests, net of accumulated amortization of $302,000 and $266,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 55.3 years and 55.6 years as of March 31, 2017 and December 31, 2016, respectively) 7,592,000 7,628,000 Above-market leases, net of accumulated amortization of $2,898,000 and $2,622,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 5.2 years and 5.2 years as of March 31, 2017 and December 31, 2016, respectively) 3,835,000 4,206,000 Unamortized intangible assets: Certificates of need 80,743,000 76,142,000 Trade names 30,267,000 30,267,000 Purchase option assets (1) 2,754,000 14,208,000 $ 194,278,000 $ 200,827,000 ___________ (1) Under certain leases of our leased facilities in which we are the lessee, we have the right to acquire the properties at varying dates in the future and at our option. We estimate the fair value of these purchase option assets by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset over the term of the lease, but rather adjust the recognized value of the asset upon purchase. In 2017 , we exercised the right to acquire several leased facilities and the value of the purchased option assets utilized was $11,454,000 . See Note 3, Real Estate Investments, Net — Acquisitions in 2017 — 2017 Acquisition of Previously Leased Real Estate Investments. Amortization expense for the three months ended March 31, 2017 and 2016 was $10,061,000 and $55,616,000 , respectively, which included $372,000 and $373,000 , respectively, of amortization recorded against real estate revenue for above-market leases and $36,000 and $35,000 , respectively, of amortization recorded to rental expenses for leasehold interests in our accompanying condensed consolidated statements of operations and comprehensive loss. The aggregate weighted average remaining life of the identified intangible assets was 12.8 years and 12.9 years as of March 31, 2017 and December 31, 2016 , respectively. As of March 31, 2017 , estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2017 $ 21,716,000 2018 8,831,000 2019 6,923,000 2020 5,666,000 2021 5,071,000 Thereafter 32,307,000 $ 80,514,000 |
Other Assets, Net
Other Assets, Net | 3 Months Ended |
Mar. 31, 2017 | |
Other Assets [Abstract] | |
Other Assets, Net | 6. Other Assets, Net Other assets, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Investments in unconsolidated entities $ 19,098,000 $ 20,057,000 Prepaid expenses, deposits and other assets 18,827,000 16,002,000 Inventory 16,298,000 17,266,000 Deferred rent receivables 13,172,000 11,804,000 Deferred financing costs, net of accumulated amortization of $4,439,000 and $3,519,000 as of March 31, 2017 and December 31, 2016, respectively(1) 8,878,000 9,624,000 Deferred tax asset, net(2) 8,858,000 8,295,000 Lease inducement, net of accumulated amortization of $176,000 and $88,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 13.8 years and 14.0 years as of March 31, 2017 and December 31, 2016, respectively) 4,824,000 4,912,000 Lease commissions, net of accumulated amortization of $250,000 and $175,000 as of March 31, 2017 and December 31, 2016, respectively 4,337,000 3,834,000 $ 94,292,000 $ 91,794,000 ___________ (1) In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , or ASU 2015-03, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , or ASU 2015-15, deferred financing costs, net only include costs related to our lines of credit and term loan. (2) See Note 16, Income Taxes , for a further discussion. Amortization expense on lease commissions for the three months ended March 31, 2017 and 2016 was $76,000 and $15,000 , respectively. Amortization expense on deferred financing costs of our lines of credit and term loan for the three months ended March 31, 2017 and 2016 was $917,000 and $373,000 , respectively. Amortization expense on deferred financing costs of our lines of credit and term loan is recorded to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss. Amortization expense on lease inducement for the three months ended March 31, 2017 and 2016 was $88,000 and $0 , respectively, which was recorded against real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss. |
Mortgage Loans Payable, Net
Mortgage Loans Payable, Net | 3 Months Ended |
Mar. 31, 2017 | |
Mortgage Loans on Real Estate [Abstract] | |
Mortgage Loans Payable, Net | 7. Mortgage Loans Payable, Net Mortgage loans payable were $506,813,000 ( $486,509,000 , including discount/premium and deferred financing costs, net) and $517,057,000 ( $495,717,000 , including discount/premium and deferred financing costs, net) as of March 31, 2017 and December 31, 2016 , respectively. As of March 31, 2017 , we had 31 fixed-rate and five variable-rate mortgage loans payable with effective interest rates ranging from 2.45% to 6.93% per annum based on interest rates in effect as of March 31, 2017 and a weighted average effective interest rate of 4.46% . As of December 31, 2016 , we had 31 fixed-rate mortgage loans and six variable-rate mortgage loan payable with effective interest rates ranging from 2.45% to 6.72% per annum based on interest rates in effect as of December 31, 2016 and a weighted average effective interest rate of 4.41% . We are required by the terms of certain loan documents to meet certain covenants, such as net worth ratios, fixed charge coverage ratio, leverage ratio and reporting requirements. Mortgage loans payable, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Total fixed-rate debt $ 304,105,000 $ 313,265,000 Total variable-rate debt 202,708,000 203,792,000 Total fixed- and variable-rate debt 506,813,000 517,057,000 Less: deferred financing costs, net(1) (3,398,000 ) (3,861,000 ) Add: premium 1,552,000 1,678,000 Less: discount (18,458,000 ) (19,157,000 ) Mortgage loans payable, net $ 486,509,000 $ 495,717,000 ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs, net only include costs related to our mortgage loans payable. The following table shows the changes in the carrying amount of mortgage loans payable, net for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Beginning balance $ 495,717,000 $ 295,270,000 Additions: Borrowings on mortgage loans payable 970,000 1,149,000 Assumptions of mortgage loans payable, net — 15,430,000 Amortization of deferred financing costs 475,000 86,000 Amortization of discount/premium on mortgage loans payable 574,000 113,000 Deductions: Scheduled principal payments on mortgage loans payable (1,549,000 ) (1,368,000 ) Settlement of mortgage loans payable (9,665,000 ) — Deferred financing costs (13,000 ) (465,000 ) Ending balance $ 486,509,000 $ 310,215,000 As of March 31, 2017 , the principal payments due on our mortgage loans payable for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2017 $ 4,615,000 2018 177,824,000 2019 22,364,000 2020 30,685,000 2021 9,427,000 Thereafter 261,898,000 $ 506,813,000 |
Line of Credit and Term Loan
Line of Credit and Term Loan | 3 Months Ended |
Mar. 31, 2017 | |
Line of Credit Facility [Abstract] | |
Lines Of Credit | 8. Lines of Credit and Term Loan 2014 Corporate Line of Credit On August 18, 2014, we, through our operating partnership and certain of our subsidiaries, or the subsidiary guarantors, entered into a credit agreement, or the 2014 Corporate Credit Agreement, with Bank of America, N.A., or Bank of America, KeyBank, National Association, or KeyBank, and a syndicate of other banks to obtain a revolving line of credit with an aggregate maximum principal amount of $60,000,000 , or the 2014 Corporate Line of Credit. On August 18, 2014, we also entered into separate revolving notes, or the 2014 Corporate 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 2014 Corporate Credit Agreement. On November 30, 2015, we entered into a Commitment Increase Amendment Agreement with Bank of America, KeyBank and the subsidiary guarantors named therein, to increase the aggregate maximum principal amount of the 2014 Corporate Line of Credit to $200,000,000 , subject to certain maximum borrowing conditions. On February 3, 2016, we, through our operating partnership, terminated the 2014 Corporate Credit Agreement, as amended, and the 2014 Corporate Revolving Notes with each of Bank of America and KeyBank and entered into the 2016 Corporate Line of Credit as described below. We currently do not have any obligations under the 2014 Corporate Credit Agreement or the 2014 Corporate Revolving Notes. 2016 Corporate Line of Credit On February 3, 2016, we, through the subsidiary guarantors, entered into a credit agreement, or the 2016 Corporate Credit Agreement, with Bank of America, as administrative agent, a swing line lender and a letter of credit issuer; KeyBank, as syndication agent, a swing line lender and a letter of credit issuer; and a syndicate of other banks, as lenders, to obtain a revolving line of credit with an aggregate maximum principal amount of $300,000,000 , or the 2016 Corporate Revolving Credit Facility, and a term loan credit facility in the amount of $200,000,000 , or the 2016 Corporate Term Loan Facility, and together with the 2016 Corporate Revolving Credit Facility, the 2016 Corporate Line of Credit. Pursuant to the terms of the 2016 Corporate Credit Agreement, we may borrow up to $25,000,000 in the form of standby letters of credit and up to $25,000,000 in the form of swing line loans. The 2016 Corporate Line of Credit matures on February 3, 2019, and may be extended for one 12 -month period during the term of the 2016 Corporate Credit Agreement, subject to satisfaction of certain conditions, including payment of an extension fee. The maximum principal amount of the 2016 Corporate Line of Credit may be increased by up to $500,000,000 , for a total principal amount of $1,000,000,000 , subject to: (i) the terms of the 2016 Corporate Credit Agreement; and (ii) such additional financing being offered and provided by existing lenders or new lenders under the 2016 Corporate Credit Agreement. On February 3, 2016, we also entered into separate revolving notes, or the 2016 Corporate Revolving Notes, and separate term notes, or the Term Notes, with each of Bank of America, KeyBank and a syndicate of other banks. Until such time as we or our operating partnership have obtained two investment grade ratings from any of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, loans under the 2016 Corporate Line of Credit bear interest at per annum rates equal to, at our option, either: (i)(a) the Eurodollar Rate, as defined in the 2016 Corporate Credit Agreement, plus (b) in the case of revolving loans, a margin ranging from 1.55% to 2.20% per annum based on our and our consolidated subsidiaries’ consolidated leverage ratio and in the case of term loans, a margin ranging from 1.50% to 2.10% per annum based on our and our consolidated subsidiaries’ consolidated leverage ratio; or (ii)(a) the greatest of: (1) the prime rate publicly announced by Bank of America, (2) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% per annum, (3) the one-month Eurodollar Rate (as defined in the Credit Agreement) plus 1.00% per annum and (4) 0.00% , plus (b) in the case of revolving loans, a margin ranging from 0.55% to 1.20% per annum based on our consolidated leverage ratio and in the case of term loans, a margin ranging from 0.50% to 1.10% per annum based on our consolidated leverage ratio. After such time as we or our operating partnership have obtained two investment grade ratings from any of Moody’s Investors Service, Inc., Standard & Poor’s Rating Services and/or Fitch Ratings and submitted a written election to the administrative agent, loans under the 2016 Corporate Line of Credit shall bear interest at per annum rates equal to, at the option of our operating partnership, either: (i)(a) the Eurodollar Rate, as defined in the 2016 Corporate Credit Agreement, plus (b) in the case of revolving loans, a margin ranging from 0.925% to 1.70% per annum based on our or our operating partnership’s debt ratings and in the case of term loans, a margin ranging from 1.00% to 1.95% per annum based on our or our operating partnership’s debt ratings; or (ii)(a) the greatest of: (1) the prime rate publicly announced by Bank of America, (2) the Federal Funds Rate (as defined in the 2016 Corporate Credit Agreement) plus 0.50% per annum, (3) the one-month Eurodollar Rate (as defined in the 2016 Corporate Credit Agreement) plus 1.00% per annum and (4) 0.00% , plus (b) in the case of revolving loans, a margin ranging from 0.00% to 0.70% per annum based on our or our operating partnership’s debt ratings and in the case of term loans, a margin ranging from 0.00% to 0.95% per annum based on our or our operating partnership’s debt ratings. Accrued interest under the 2016 Corporate Credit Agreement is payable monthly. We are required to pay a fee on the unused portion of the lenders’ commitments under the 2016 Corporate Revolving Credit Facility in an amount equal to 0.30% per annum on the actual average daily unused portion of the available commitments if the average daily amount of actual usage is less than 50.0% and in an amount equal to 0.20% per annum on the actual average daily unused portion of the available commitments if the actual average daily usage is greater than 50.0% . Such fee is payable quarterly in arrears. We are also required to pay a fee on the unused portion of the lenders’ commitments under the 2016 Corporate Term Loan Facility in an amount equal to: (i) 0.25% per annum multiplied by (ii) the actual daily amount of the unused Term Loan Commitments, as defined in the 2016 Corporate Credit Agreement, during the period for which payment is made. The unused fee on Term Loan Facility is payable quarterly in arrears. The 2016 Corporate Credit Agreement 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. As of March 31, 2017 and December 31, 2016 , our aggregate borrowing capacity under the 2016 Corporate Line of Credit was $500,000,000 . As of March 31, 2017 and December 31, 2016 , borrowings outstanding under the 2016 Corporate Line of Credit totaled $408,000,000 and $391,000,000 , respectively, and $92,000,000 and $109,000,000 , respectively, remained available. As of March 31, 2017 and December 31, 2016 , the weighted average interest rate on borrowings outstanding was 2.75% and 2.53% , respectively, per annum. Trilogy PropCo Line of Credit On December 1, 2015, in connection with the acquisition of Trilogy, we, through Trilogy PropCo Finance, LLC, a Delaware limited liability company (as the surviving entity of a merger with Trilogy Finance Merger Sub, LLC, or Trilogy PropCo Parent) and an indirect subsidiary of Trilogy, and certain of its subsidiaries, or the Trilogy Co-Borrowers, and, together with Trilogy PropCo Parent, or the Trilogy PropCo Borrowers, entered into a loan agreement, or the Trilogy PropCo Credit Agreement, with KeyBank, as administrative agent; Regions Bank, as syndication agent; and a syndicate of other banks, as lenders, to obtain a line of credit with an aggregate maximum principal amount of $300,000,000 , or the Trilogy PropCo Line of Credit. On December 1, 2015, we also entered into separate revolving notes with each of KeyBank and Regions Bank, 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 Trilogy Propco Credit Agreement. The proceeds of the loans made under the Trilogy Propco Line of Credit may be used for working capital, capital expenditures, acquisition of properties and fee interests in leasehold properties and general corporate purposes. The Trilogy PropCo Line of Credit has a four -year term, maturing on December 1, 2019, unless extended for a one -year period subject to satisfaction of certain conditions, including payment of an extension fee, or otherwise terminated in accordance with the terms thereunder. Availability of the total commitment under the Trilogy PropCo Line of Credit is subject to a borrowing base based on, among other things, the appraised value of certain real estate and villa units constructed on such real estate. Provided that no default or event of default has occurred and subject to certain terms and conditions set forth in the Trilogy PropCo Credit Agreement, the Trilogy PropCo Borrowers shall have the option, at any time and from time to time, before the maturity date, to request the increase of the total maximum principal amount by $100,000,000 to $400,000,000 . At the Trilogy PropCo Borrowers’ option, the Trilogy PropCo Line of Credit bears interest at a floating rate based on an adjusted London Interbank Offered Rate, or LIBOR, plus an applicable margin of 4.25% or an alternate base rate plus an applicable margin of 3.25% . In addition to paying interest on the outstanding principal under the Trilogy PropCo Line of Credit, the Trilogy PropCo Borrowers are required to pay an unused fee to the lenders in respect of the unutilized commitments at a rate equal to an initial rate of 0.25% per annum, subject to adjustment depending on usage. Outstanding amounts under the Trilogy PropCo Line of Credit may be prepaid, in whole or in part, at any time, without penalty or premium, subject to customary breakage costs. The Trilogy PropCo Credit Agreement contains various affirmative and negative covenants that are customary for credit facilities and transactions of this type, including incurrence of debt and limitations on secured recourse indebtedness. Our aggregate borrowing capacity under the Trilogy PropCo Line of Credit was $300,000,000 as of March 31, 2017 and December 31, 2016 . As of March 31, 2017 and December 31, 2016 , borrowings outstanding under the Trilogy PropCo Line of Credit totaled $286,176,000 and $238,776,000 , respectively, and $13,824,000 and $61,224,000 , respectively, remained available. The weighted average interest rate on borrowings outstanding as of March 31, 2017 and December 31, 2016 was 5.03% and 4.87% , respectively, per annum. Trilogy OpCo Line of Credit On March 21, 2016, we, through Trilogy Healthcare Holdings, Inc., a Delaware corporation and a direct subsidiary of Trilogy, and certain of its subsidiaries, or the Trilogy OpCo Borrowers, entered into a credit agreement, or the Trilogy OpCo Credit Agreement, with Wells Fargo Bank, National Association, as administrative agent and lender; and a syndicate of other banks, as lenders, to obtain a $42,000,000 secured revolving credit facility, or the Trilogy OpCo Line of Credit. The Trilogy OpCo Line of Credit is secured primarily by residents’ receivables of the Trilogy OpCo Borrowers. The terms of the Trilogy OpCo Line of Credit Agreement provided for a one -time increase during the term of the agreement by up to $18,000,000 , for a maximum amount of $60,000,000 , subject to certain conditions. On April 1, 2016, we increased the aggregate maximum principal amount of the Trilogy OpCo Line of Credit to $60,000,000 . The Trilogy OpCo Line of Credit has a five -year term, maturing on March 21, 2021, unless otherwise terminated in accordance with the terms thereunder. The Trilogy OpCo Line of Credit bears interest at a floating rate based on, at the Trilogy OpCo Borrowers’ option, an adjusted LIBOR plus an applicable margin of 3.00% or an alternate base rate plus an applicable margin of 2.00% . Accrued interest under the Trilogy Opco Line of Credit is payable monthly. In addition to paying interest on the outstanding principal under the Trilogy OpCo Line of Credit, the Trilogy OpCo Borrowers are required to pay an unused fee in an amount equal to 0.50% per annum times the average monthly unutilized commitment. The unused fee is payable monthly in arrears, commencing on the first day of each month from and after the closing date up to the first day of the month prior to the date on which the obligations are paid in full. If the commitment is terminated prior to the second anniversary of the closing date, a prepayment premium of 1.00% of the total commitment applies. The Trilogy OpCo Credit Agreement, as amended, contains customary events of default, covenants and other terms, including, among other things, restrictions on the payment of dividends and other distributions, incurrence of indebtedness, creation of liens and transactions with affiliates. Availability of the total commitment under the Trilogy OpCo Line of Credit is subject to a borrowing base based on, among other things, the eligible accounts receivable outstanding of the Trilogy OpCo Borrowers. Our aggregate borrowing capacity under the Trilogy OpCo Line of Credit was $60,000,000 as of March 31, 2017 and December 31, 2016 , subject to certain terms and conditions. As of March 31, 2017 and December 31, 2016 , borrowings outstanding under the Trilogy OpCo Line of Credit totaled $19,540,000 and $19,541,000 , respectively, and $40,460,000 and $40,459,000 , respectively, remained available. The weighted average interest rate on borrowings outstanding as of March 31, 2017 and December 31, 2016 was 4.88% and 4.53% , respectively, per annum. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | 9. Derivative Financial Instruments Consistent with ASC Topic 815, Derivatives and Hedging , or ASC Topic 815, we record derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability measured at fair value. ASC Topic 815 permits special hedge accounting if certain requirements are met. Hedge accounting allows for gains and losses on derivatives designated as hedges to be offset by the change in value of the hedged item or items or to be deferred in other comprehensive income (loss). The following table lists the derivative financial instruments held by us as of March 31, 2017 and December 31, 2016 : Fair Value Instrument Notional Amount Index Interest Rate Maturity Date March 31, 2017 December 31, 2016 Cap $ 17,075,000 one month LIBOR 2.25% 02/01/18 $ — $ — Swap 140,000,000 one month LIBOR 0.82% 02/03/19 1,595,000 1,355,000 Swap 60,000,000 one month LIBOR 0.78% 02/03/19 723,000 627,000 $ 217,075,000 $ 2,318,000 $ 1,982,000 As of March 31, 2017 and December 31, 2016 , none of our derivatives were designated as hedges. Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements of ASC Topic 815. Changes in the fair value of derivative financial instruments are recorded as a component of interest expense in gain (loss) in fair value of derivative financial instruments in our accompanying condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2017 and 2016 , we recorded a decrease (increase) of $336,000 and ($260,000) , respectively, to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss related to the change in the fair value of our derivative financial instruments. See Note 15, Fair Value Measurements , for a further discussion of the fair value of our derivative financial instruments. |
Identified Intangible Liabiliti
Identified Intangible Liabilities, Net | 3 Months Ended |
Mar. 31, 2017 | |
Identified Intangible Liabilities [Abstract] | |
Identified Intangible Liabilities, Net | 10. Identified Intangible Liabilities, Net As of March 31, 2017 and December 31, 2016 , identified intangible liabilities consisted of below-market leases of $2,013,000 and $2,216,000 , respectively, net of accumulated amortization of $1,149,000 and $946,000 , respectively. Amortization expense on below-market leases for the three months ended March 31, 2017 and 2016 was $203,000 and $113,000 , respectively. Amortization expense on below-market leases is recorded to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss. The weighted average remaining life of below-market leases was 5.0 years and 5.1 years as of March 31, 2017 and December 31, 2016 , respectively. As of March 31, 2017 , estimated amortization expense on below-market leases for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2017 $ 450,000 2018 477,000 2019 392,000 2020 263,000 2021 146,000 Thereafter 285,000 $ 2,013,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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 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 Inter
Redeemable Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2017 | |
Redeemable Noncontrolling Interest [Line Items] | |
Redeemable Noncontrolling Interest | 12. Redeemable Noncontrolling Interests 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 of March 31, 2017 and December 31, 2016 , 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. As our advisor, Griffin-American Advisor is entitled to special redemption rights of its limited partnership units. 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 outside of permanent equity in our accompanying condensed consolidated balance sheets. See Note 14, Related Party Transactions — Liquidity Stage — Subordinated Participation Interest — Subordinated Distribution Upon Listing and Note 14, Related Party Transactions — Subordinated Distribution Upon Termination, for a further discussion of the redemption features of the limited partnership units. On December 1, 2015, we, through Trilogy REIT Holdings, LLC, or Trilogy REIT Holdings, in which we indirectly hold a 70.0% ownership interest, pursuant to an equity purchase agreement with Trilogy and other seller parties thereto, completed the acquisition of approximately 96.7% of the outstanding equity interests of Trilogy. Pursuant to the equity purchase agreement, at the closing of the acquisition, certain members of Trilogy’s pre-closing management retained a portion of the outstanding equity interests of Trilogy held by such members of Trilogy’s pre-closing management, representing in the aggregate approximately 3.3% of the outstanding equity interests of Trilogy. The noncontrolling interests held by Trilogy’s pre-closing management have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets. As of March 31, 2017 , Trilogy REIT Holdings and certain members of Trilogy’s pre-closing management owned approximately 96.7% and 3.3% of Trilogy, respectively. We record the carrying amount of redeemable noncontrolling interests at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Beginning balance $ 31,507,000 $ 22,987,000 Addition 635,000 — Reclassification from equity 195,000 — Distribution (223,000 ) — Fair value adjustment to redemption value 464,000 — Net loss attributable to redeemable noncontrolling interests (412,000 ) — Ending balance $ 32,166,000 $ 22,987,000 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity | 13. 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, 2017 and December 31, 2016 , 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 March 12, 2015, we terminated the primary portion of our initial offering. We continued to offer shares of our common stock in our initial offering pursuant to the DRIP, until the termination of the DRIP portion of our initial offering and deregistration of our initial offering on April 22, 2015. 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 Offering. 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 Offering until April 22, 2015, following the deregistration of our initial offering. Effective October 5, 2016, the Amended and Restated DRIP amended the price at which shares of our common stock are issued pursuant to the Secondary DRIP Offering. See Distribution Reinvestment Plan section below for a further discussion. Through March 31, 2017 , we had issued 184,930,598 shares of our common stock in connection with the primary portion of our initial offering and 15,135,298 shares of our common stock pursuant to the DRIP and the Secondary DRIP Offering. We also repurchased 3,430,088 shares of our common stock under our share repurchase plan and granted an aggregate of 60,000 shares of our restricted common stock to our independent directors through March 31, 2017 . As of March 31, 2017 and December 31, 2016 , we had 196,718,030 and 195,780,039 shares of our common stock issued and outstanding, respectively. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss, net of noncontrolling interests, by component consisted of the following for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Beginning balance — foreign currency translation adjustments $ (3,029,000 ) $ (506,000 ) Net change in current period 142,000 (501,000 ) Ending balance — foreign currency translation adjustments $ (2,887,000 ) $ (1,007,000 ) Noncontrolling Interests As of March 31, 2017 and December 31, 2016 , Trilogy REIT Holdings owned approximately 96.7% of Trilogy. We are the indirect owner of a 70.0% interest in Trilogy REIT Holdings and serve as the sole manager of Trilogy REIT Holdings. NorthStar Healthcare Income, Inc., through certain of its subsidiaries, owns a 30.0% ownership interest in Trilogy REIT Holdings. As of March 31, 2017 and December 31, 2016 , 30.0% of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests. In connection with the acquisition and operation of Trilogy, profit interest units in Trilogy, or the Profit Interests, were issued to Trilogy Management Services, LLC and an independent director of Trilogy, both are unaffiliated third parties that manage or direct the day-to day operations of Trilogy. The Profit Interests consist of time-based or performance-based commitments. The time-based Profit Interests were measured at their grant date fair value and vest in increments of 20.0% on each anniversary of the respective grant date over a five -year period. We amortize the time-based Profit Interests on a straight-line basis over the vesting periods, which are recorded to general and administrative in our accompanying condensed consolidated statements of operations and comprehensive loss. The performance-based Profit Interests are subject to a performance commitment and vest upon liquidity events as defined in the Profit Interests agreements. The performance-based Profit Interests were measured at their grant date fair value and immediately expensed. The performance-based Profit Interests are subject to fair value measurements until vesting occurs with changes to fair value recorded to general and administrative in our accompanying condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2017 and 2016 , we recognized stock compensation expense related to the Profit Interests of $0 and $195,000 , respectively. There were no canceled, expired or exercised Profit Interests during the three months ended March 31, 2017 and 2016 . The nonvested awards are presented as noncontrolling interests and are re-classified to redeemable noncontrolling interests upon vesting as they have redemption features outside of our control similar to the common stock units held by Trilogy’s pre-closing management once vested. See Note 12, Redeemable Noncontrolling Interests , for a further discussion. On January 6, 2016, one of our consolidated subsidiaries issued non-voting preferred shares of beneficial interests to qualified investors for total proceeds of $125,000 . These preferred shares of beneficial interests are entitled to receive cumulative preferential cash dividends at the rate of 12.5% per annum. In accordance with ASC Topic 810, we classify the value of the subsidiary’s preferred shares of beneficial interests as noncontrolling interests in our accompanying condensed consolidated balance sheets and the dividends of the preferred shares of beneficial interests as net loss attributable to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss. In addition, as of March 31, 2017 and December 31, 2016 , we owned an 86.0% interest in a consolidated limited liability company that owns the Lakeview IN Medical Plaza property we acquired on January 21, 2016. As such, 14.0% of the net earnings of the Lakeview IN Medical Plaza property were allocated to noncontrolling interests for the three months ended March 31, 2017 and 2016 . Distribution Reinvestment Plan We adopted the DRIP that allowed 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 initial 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 initial offering at an offering price of $9.50 per share, which we terminated on April 22, 2015. 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 Offering. 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 Offering until April 22, 2015, following the deregistration of our initial offering. Effective October 5, 2016, the Amended and Restated DRIP amended the price at which shares of our common stock are issued pursuant to the Secondary DRIP Offering. Pursuant to the Amended and Restated DRIP, shares are issued at a price equal to the most recently estimated value of one share of our common stock, as approved and established by our board. The Amended and Restated DRIP became effective with the distribution payment to stockholders paid in the month of November 2016, which distributions were reinvested at $9.01 per share, the estimated per share net asset value, or NAV, unanimously approved and established by our board on October 5, 2016. Formerly, shares were issued pursuant to the Secondary DRIP Offering at 95.0% of the estimated value of one share of our common stock, as estimated by our board. In all other material respects, the terms of the Secondary DRIP Offering remain unchanged by the Amended and Restated DRIP. For the three months ended March 31, 2017 and 2016 , $15,681,000 and $16,110,000 , respectively, in distributions were reinvested and 1,740,384 and 1,695,026 shares of our common stock, respectively, were issued pursuant to the Secondary DRIP Offering. As of March 31, 2017 and December 31, 2016 , a total of $142,354,000 and $126,673,000 , respectively, in distributions were reinvested that resulted in 15,135,298 and 13,394,914 shares of our common stock, respectively, being issued pursuant to the DRIP portion of our initial offering and the Secondary DRIP Offering. Share Repurchase Plan Our board 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. 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 portion of our initial offering and the Secondary DRIP Offering. 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. 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 a price between 92.5% and 100% of each stockholder’s repurchase amount, depending on the period of time their shares have been held. Until October 4, 2016, the repurchase amount for shares repurchased under our share repurchase plan was equal to the lesser of the amount a stockholder paid for their shares of our common stock or the most recent per share offering price. However, if shares of our common stock were repurchased in connection with a stockholder’s death or qualifying disability, the repurchase price was no less than 100% of the price paid to acquire the shares of our common stock from us. Effective with respect to share repurchase requests submitted during the fourth quarter 2016, the Repurchase Amount, as such term is defined in our share repurchase plan, as amended, shall be equal to the lesser of (i) the amount per share that a stockholder paid for their shares of our common stock, or (ii) the most recent estimated value of one share of our common stock, as determined by our board. Accordingly, with respect to share repurchase requests submitted during or after the fourth quarter 2016, we repurchase shares as follows: (a) for stockholders who have continuously held their shares of our common stock for at least one year, the price will be 92.5% of the Repurchase Amount; (b) for stockholders who have continuously held their shares of our common stock for at least two years, the price will be 95.0% of the Repurchase Amount; (c) for stockholders who have continuously held their shares of our common stock for at least three years, the price will be 97.5% of the Repurchase Amount; (d) for stockholders who have held their shares of our common stock for at least four years, the price will be 100% of the Repurchase Amount; and (e) for requests submitted pursuant to a death or a qualifying disability, the price will be 100% of the amount per share the stockholder paid for their shares of common stock (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock). On October 5, 2016, our board approved and established an estimated per share NAV of our common stock of $9.01 . For the three months ended March 31, 2017 and 2016 , we received share repurchase requests and repurchased 802,393 and 248,483 shares of our common stock, respectively, for an aggregate of $7,128,000 and $2,351,000 , respectively, at an average repurchase price of $8.88 and $9.47 per share, respectively. As of March 31, 2017 and December 31, 2016 , we received share repurchase requests and repurchased 3,430,088 and 2,627,695 shares of our common stock, respectively, for an aggregate of $31,830,000 and $24,702,000 , respectively, at an average repurchase price of $9.28 and $9.40 per share, respectively. All shares were repurchased using proceeds we received from the sale of shares of our common stock pursuant to the DRIP portion of our initial offering and the Secondary DRIP Offering. 2013 Incentive Plan We adopted the 2013 Incentive Plan, or our incentive plan, pursuant to which our board or a committee of our independent directors may make grants of options, shares of restricted 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. Through March 31, 2017 , we granted an aggregate of 30,000 shares of our restricted common stock, as defined in our incentive plan, to our independent directors in connection with their initial election or re-election to our board, 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. In addition, through March 31, 2017 , we granted an aggregate of 30,000 shares of our restricted common stock, as defined in our incentive plan, to our independent directors in consideration for their past services rendered. These shares of restricted common stock vest under 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 applicable dates that the required service periods began, or the service inception dates, to the applicable grant dates, 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 then most recent price paid to acquire a share of common stock in our initial offering. Beginning on the applicable grant dates, compensation cost related to the shares of our restricted common stock is measured based on the applicable grant date fair value, which we estimated at $10.00 per share, the then most recent price paid to acquire a share of common stock in our initial offering. Stock compensation expense is recognized from the applicable service inception dates 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, 2017 and 2016 , we did not assume any forfeitures. For the three months ended March 31, 2017 and 2016 , we recognized stock compensation expense related to the director grants of $43,000 and $23,000 , respectively, which is included in general and administrative in our accompanying condensed consolidated statements of operations and comprehensive loss. As of March 31, 2017 and December 31, 2016 , there was $190,000 and $233,000 , respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to nonvested shares of our restricted common stock. As of March 31, 2017 , this expense is expected to be recognized over a remaining weighted average period of 1.48 years. As of both March 31, 2017 and December 31, 2016 , the weighted average grant date fair value of the nonvested shares of our restricted common stock was $390,000 . A summary of the status of the nonvested shares of our restricted common stock as of March 31, 2017 and December 31, 2016 , and the changes for the three months ended March 31, 2017 , is presented below: Number of Nonvested Shares of our Restricted Common Stock Weighted Average Grant Date Fair Value Balance — December 31, 2016 39,000 $ 10.00 Granted — $ — Vested — $ — Forfeited — $ — Balance — March 31, 2017 39,000 $ 10.00 Expected to vest — March 31, 2017 39,000 $ 10.00 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. 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, American Healthcare Investors and AHI Group Holdings; however, we are not affiliated with Griffin Capital, our dealer manager, Colony NorthStar or Mr. Flaherty. 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, 2017 and 2016 , we incurred $6,765,000 and $6,520,000 , respectively, in fees and expenses to our affiliates as detailed below. Acquisition and Development Stage Acquisition Fee We pay our advisor or its affiliates 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 2.00% 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. 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 initial 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. For the three months ended March 31, 2017 and 2016 , we incurred $1,437,000 and $1,985,000 , respectively, in acquisition fees to our advisor. Acquisition fees in connection with the acquisition of properties accounted for as business combinations are expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. Acquisition fees in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments are capitalized as part of the associated investments in our accompanying condensed consolidated balance sheets. 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, 2017 and 2016 , we did not incur any development fees to our advisor or its affiliates. Until December 31, 2016 , development fees were expensed and included in acquisition related expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. Since January 1, 2017, as a result of our early adoption of ASU 2017-01, development fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets. Reimbursement of Acquisition Expenses We reimburse our advisor or its affiliates 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, 2017 and 2016 , such fees and expenses did not exceed 6.0% of the contract purchase price of our acquisitions. For the three months ended March 31, 2017 and 2016 , we did not incur any acquisition expenses to our advisor or its affiliates. Reimbursements of acquisition expenses in connection with the acquisition of properties accounted for as business combinations are expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. Reimbursements of acquisition expenses in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments are capitalized as part of the associated investments in our accompanying condensed consolidated balance sheets. Operational Stage Asset Management Fee We pay our advisor or its affiliates 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, 2017 and 2016 , we incurred $4,646,000 and $3,894,000 , respectively, in asset management fees to our advisor or its affiliates. Asset management fees are included in general and administrative in our accompanying condensed consolidated statements of operations and comprehensive loss. 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. We pay our advisor or its affiliates 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, 2017 and 2016 , we incurred $597,000 and $633,000 , respectively, in property management fees to our advisor or its affiliates. Property management fees are included in property operating expenses and rental expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. 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, 2017 and 2016 , we incurred $27,000 and $0 , respectively, in lease fees to our advisor or its affiliates. Lease fees are 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, 2017 and 2016 , we incurred $4,000 and $1,000 , respectively, in 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 and comprehensive loss, 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. Our operating expenses as a percentage of average invested assets and as a percentage of net income were 1.0% and 15.7% , respectively, for the 12 months ended March 31, 2017 ; therefore, our operating expenses did not exceed the aforementioned limitation. For the three months ended March 31, 2017 and 2016 , our advisor or its affiliates incurred operating expenses on our behalf of $54,000 and $7,000 , respectively. Operating expenses are generally included in general and administrative in our accompanying condensed consolidated statements of operations and comprehensive loss. Compensation for Additional Services We pay our advisor and its affiliates 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, 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, 2017 and 2016 , 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, we pay our advisor or its affiliates a disposition fee of 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, 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, 2017 , we disposed of one land parcel within our integrated senior health campus segment and our advisor agreed to waive the disposition fee that may otherwise have been due to our advisor pursuant to the Advisory Agreement. Our advisor did not receive any additional securities, shares of our stock or any other form of consideration or any repayment as a result of the waiver of such disposition fee. For the three months ended March 31, 2016 , 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, we will pay our advisor 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, 2017 and 2016 , 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, we will pay our advisor 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 paid depend upon the market value of our outstanding stock at the time of listing, among other factors. For the three months ended March 31, 2017 and 2016 , 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, 2017 and 2016 , we had not recorded any charges to earnings related to the subordinated distribution upon termination. Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of March 31, 2017 and December 31, 2016 : Fee March 31, 2017 December 31, 2016 Asset and property management fees $ 1,792,000 $ 1,736,000 Acquisition fees 202,000 202,000 Development fees — 105,000 Lease commissions 17,000 89,000 Operating expenses 12,000 16,000 Construction management fees 6,000 38,000 $ 2,029,000 $ 2,186,000 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 15. 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, 2017 , aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Derivative financial instruments $ — $ 2,318,000 $ — $ 2,318,000 Contingent consideration receivable — — — — Total assets at fair value $ — $ 2,318,000 $ — $ 2,318,000 Liabilities: Contingent consideration obligations $ — $ — $ 8,993,000 $ 8,993,000 Warrants — — 1,250,000 1,250,000 Total liabilities at fair value $ — $ — $ 10,243,000 $ 10,243,000 The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 , aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Derivative financial instruments $ — $ 1,982,000 $ — $ 1,982,000 Contingent consideration receivable — — — — Total assets at fair value $ — $ 1,982,000 $ — $ 1,982,000 Liabilities: Contingent consideration obligations $ — $ — $ 8,992,000 $ 8,992,000 Warrants — — 1,250,000 1,250,000 Total liabilities at fair value $ — $ — $ 10,242,000 $ 10,242,000 There were no transfers into or out of fair value measurement levels during the three months ended March 31, 2017 and 2016 . Derivative Financial Instruments We use interest rate swaps and interest rate caps to manage interest rate risk associated with floating-rate debt. The valuation of these instruments is determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, as well as option volatility. The fair values of interest rate swaps are determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves. To comply with the provisions of ASC Topic 820, Fair Value Measurements and Disclosures , or ASC Topic 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although we have determined that the majority of the inputs used to value our derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty. However, as of March 31, 2017 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Contingent Consideration Asset As of March 31, 2017 , we have not recorded any contingent consideration receivables. In connection with our acquisition of Mt. Juliet TN MOB in March 2015, there is a contingent consideration receivable in the range of $0 up to a maximum of $240,000 . We would receive payment of contingent consideration in the event that a tenant occupying 6,611 square feet of GLA terminates their lease prior to March 31, 2018, and to the extent there is a shortfall in rent from any replacement tenant. As of March 31, 2017 , we do not believe that we will receive such amount and therefore we have not recorded any contingent consideration receivable. When recorded by us, contingent consideration receivables will be included in other assets, net in our accompanying condensed consolidated balance sheets. Liabilities As of March 31, 2017 and December 31, 2016 , we have accrued $8,993,000 and $8,992,000 , 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. Of the amount accrued as of March 31, 2017 , $8,943,000 relates to our acquisition of North Carolina ALF Portfolio in January and June 2015 and $50,000 relates to our acquisition of King of Prussia PA MOB. Of the amount accrued as of December 31, 2016 , $8,942,000 relates to our acquisition of North Carolina ALF Portfolio in January and June 2015 and $50,000 relates to our acquisition of King of Prussia PA MOB. The estimated total amount of $8,943,000 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 applicable acquisition date that the tenant has increased its earnings before interest, taxes, depreciation and rent cost, or EBITDAR, as defined in the lease agreement, for the preceding three months. There is no minimum required payment but the total maximum is capped at $35,144,000 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. Upon the tenant meeting certain conditions under the lease agreement and providing us notice in October 2016, we paid $10,000,000 towards this obligation related to the Wake Forest Facility in November 2016. We have assumed that the tenant will meet the remaining conditions under the lease agreement and that we will pay the remaining contingent consideration for the three other facilities three years from the date of the applicable acquisition. Warrants As of both March 31, 2017 and December 31, 2016 , we have recorded $1,250,000 related to warrants in Trilogy common units held by certain members of Trilogy’s pre-closing management, which is included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets. Once exercised, these warrants have redemption features similar to the common units held by members of Trilogy’s pre-closing management. See Note 12, Redeemable Noncontrolling Interests , for a further discussion. As of March 31, 2017 and December 31, 2016 , the carrying value is a reasonable estimate of fair value. 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 liabilities subsequent to their acquisition date valuations are charged to earnings. Gains and losses recognized on contingent consideration assets and liabilities are included in acquisition related expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. The following table shows quantitative information about unobservable inputs related to Level 3 fair value measurements used as of March 31, 2017 and December 31, 2016 for the contingent consideration obligations: Range of Inputs or Inputs Acquisition Unobservable Inputs(1) March 31, 2017 December 31, 2016 North Carolina ALF Portfolio — North Raleigh and Mooresville(2) Tenant’s Annualized EBITDAR, as defined, for the Three Months Prior to Payment $ 3,476,000 $ 3,459,000 Timing of Payment January 27, 2018 January 27, 2018 Applicable Rate, as defined in the lease agreement 7.20% 7.20% Discount Rate per Annum 1.20% 1.20% Percentage of Eligible Payment Requested 100% 100% North Carolina ALF Portfolio — Clemmons(2) Tenant’s Annualized EBITDAR, as defined, for the Three Months Prior to Payment $ 1,734,000 $ 1,753,000 Timing of Payment June 28, 2018 June 28, 2018 Applicable Rate, as defined in the lease agreement 7.20% 7.20% Discount Rate per Annum 1.20% 1.20% Percentage of Eligible Payment Requested 100% 100% King of Prussia PA MOB(3) Percentage of Allowance for Leasing Commissions to be Paid 100% 100% ___________ (1) 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, 2017 and December 31, 2016 . (2) The most significant input to the valuation is the tenant’s annualized EBITDAR, as defined in the lease agreement. An increase (decrease) in the tenant’s annualized EBITDAR would increase (decrease) the fair value. (3) An increase (decrease) in the leasing commissions to be paid would increase (decrease) the fair value. The following is a reconciliation of the beginning and ending balances of our contingent consideration asset and liabilities for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Contingent Consideration Receivable: Beginning balance $ — $ — Additions to contingent consideration receivable — — 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 $ 8,992,000 $ 5,912,000 Additions to contingent consideration obligations — — Realized/unrealized losses (gains) recognized in earnings 1,000 (366,000 ) Settlements of obligations — (350,000 ) Ending balance $ 8,993,000 $ 5,196,000 Amount of total losses (gains) included in earnings attributable to the change in unrealized (gains) losses related to obligations still held $ 1,000 $ (366,000 ) 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. Our accompanying condensed consolidated balance sheets include the following financial instruments: real estate notes receivable, debt security investment, cash and cash equivalents, accounts and other receivables, restricted cash, real estate deposits, accounts payable and accrued liabilities, accounts payable due to affiliates, mortgage loans payable and borrowings under our lines of credit and term loan. We consider the carrying values of cash and cash equivalents, accounts and other receivables, restricted cash, real estate 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 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 accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable. The fair values of the other financial instruments are classified in Level 2 of the fair value hierarchy. The fair value of our real estate notes receivable and debt security investment are estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities. The fair value of the mortgage loans payable and our lines of credit and term loan are estimated using a discounted cash flow analysis using borrowing rates available to us for debt instruments with similar terms and maturities. We have determined that the valuations of our real estate notes receivable, debt security investment, mortgage loans payable and lines of credit and term loan are classified in Level 2 within the fair value hierarchy. The carrying amounts and estimated fair values of such financial instruments as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Financial Assets: Real estate notes receivable $ 34,788,000 $ 35,737,000 $ 36,205,000 $ 37,231,000 Debt security investment $ 65,484,000 $ 94,770,000 $ 64,912,000 $ 94,320,000 Financial Liabilities: Mortgage loans payable $ 486,509,000 $ 477,395,000 $ 495,717,000 $ 495,532,000 Lines of credit and term loan $ 704,838,000 $ 711,871,000 $ 639,693,000 $ 647,336,000 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. We have elected to treat certain of our consolidated subsidiaries as taxable REIT subsidiaries, or TRSs, pursuant to the Code. TRSs may participate in services that would otherwise be considered impermissible for REITs and are subject to federal and state income tax at regular corporate tax rates. The components of loss before taxes for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Domestic $ (7,262,000 ) $ (45,976,000 ) Foreign (478,000 ) (27,000 ) Loss before income taxes $ (7,740,000 ) $ (46,003,000 ) The components of income tax (benefit) expense for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Federal deferred $ (2,343,000 ) $ (3,745,000 ) State deferred (232,000 ) (425,000 ) Foreign deferred (63,000 ) — Federal current — 1,078,000 Foreign current 64,000 (19,000 ) Valuation allowances 2,361,000 4,170,000 Total income tax (benefit) expense $ (213,000 ) $ 1,059,000 Current Income Tax Federal and state income taxes are generally a function of the level of income recognized by our TRSs. Foreign income taxes are generally a function of our income on our real estate and real estate-related investments located in the United Kingdom, or UK, and Isle of Man. Deferred Taxes Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating losses that may be realized in future periods depending on sufficient taxable income. We apply the rules under ASC 740-10, Accounting for Uncertainty in Income Taxes, for uncertain tax positions using a “more likely than not” recognition threshold for tax positions. Pursuant to these rules, we will initially recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of March 31, 2017 and December 31, 2016 , we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements. We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of March 31, 2017 and December 31, 2016 , our valuation allowance substantially reserves the net deferred tax asset due to inherent uncertainty of future income. We will continue to monitor industry and economic conditions, and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | 17. Business Combinations For the three months ended March 31, 2017 , none of our property acquisitions were accounted for as business combinations. See Note 3, Real Estate Investments, Net , for a discussion of our 2017 property acquisitions accounted for as asset acquisitions. For the three months ended March 31, 2016 , using cash on hand and debt financing, we completed six property acquisitions comprising eight buildings, which have been accounted for as business combinations. The aggregate contract purchase price for these property acquisitions was $89,635,000 , plus closing costs and acquisition fees of $3,149,000 , which are included in acquisition related expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. Based on quantitative and qualitative considerations, the business combinations we completed for the three months ended March 31, 2016 were not material individually or in the aggregate. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | 18. Segment Reporting ASC Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Accordingly, when we acquired our first medical office building in June 2014; senior housing facility in September 2014; hospital in December 2014; senior housing — RIDEA portfolio in May 2015; skilled nursing facilities in October 2015; and integrated senior health campuses in December 2015, we added a new reportable business segment at such time. As of March 31, 2017 , we evaluated our business and made resource allocations based on six reportable business segments: medical office buildings, hospitals, skilled nursing facilities, senior housing, senior housing — RIDEA and integrated senior health campuses. 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 the Mezzanine Notes. Our hospital investments are primarily single-tenant properties that 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 skilled nursing facilities and senior housing facilities are similarly structured as our hospital investments. In addition, our senior housing segment includes our debt security investment and Crown Senior Care Facility, a facility agreement we entered into with Caring Homes (TFP) Group Limited, or the CHG Borrower, an unaffiliated third party, on September 16, 2015, which was collateralized by three senior housing facilities in the UK and the income from the CHG Borrower’s operations and which was settled in full on November 15, 2016. Our senior housing — RIDEA properties include senior housing facilities that are owned and operated utilizing a RIDEA structure. Our integrated senior health campuses include a range of assisted living, memory care, independent living, skilled nursing services and certain ancillary businesses. We evaluate performance based upon segment net operating income. We define segment net operating income as total revenues, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, acquisition related expenses, interest expense, impairment of real estate investment, foreign currency gain (loss), other income, net, loss from unconsolidated entities and income tax benefit (expense) 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 an appropriate supplemental performance measure 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, other receivables, real estate deposits, deferred financing costs, interest rate swap assets and other assets not attributable to individual properties. Summary information for the reportable segments during the three months ended March 31, 2017 and 2016 was as follows: Medical Office Buildings Skilled Nursing Facilities Hospitals Senior Housing Senior Housing — RIDEA Integrated Senior Health Campuses Three Months Ended March 31, 2017 Revenues: Resident fees and services $ — $ — $ — $ — $ 15,864,000 $ 209,189,000 $ 225,053,000 Real estate revenue 19,525,000 3,691,000 3,023,000 5,109,000 — — 31,348,000 Total revenues 19,525,000 3,691,000 3,023,000 5,109,000 15,864,000 209,189,000 256,401,000 Expenses: Property operating expenses — — — — 10,920,000 188,179,000 199,099,000 Rental expenses 7,451,000 400,000 384,000 160,000 — — 8,395,000 Segment net operating income $ 12,074,000 $ 3,291,000 $ 2,639,000 $ 4,949,000 $ 4,944,000 $ 21,010,000 $ 48,907,000 Expenses: General and administrative $ 7,863,000 Acquisition related expenses 318,000 Depreciation and amortization 29,822,000 Income from operations 10,904,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (14,595,000 ) Gain in fair value of derivative financial instruments 336,000 Impairment of real estate investment (3,969,000 ) Loss from unconsolidated entities (962,000 ) Foreign currency gain 513,000 Other income, net 33,000 Loss before income taxes (7,740,000 ) Income tax benefit 213,000 Net loss $ (7,527,000 ) Medical Office Buildings Skilled Nursing Facilities Hospitals Senior Housing Senior Housing — RIDEA Integrated Senior Health Campuses Three Months Ended March 31, 2016 Revenues: Resident fees and services $ — $ — $ — $ — $ 15,298,000 $ 203,057,000 $ 218,355,000 Real estate revenue 17,082,000 1,156,000 7,205,000 4,707,000 — — 30,150,000 Total revenues 17,082,000 1,156,000 7,205,000 4,707,000 15,298,000 203,057,000 248,505,000 Expenses: Property operating expenses — — — — 10,485,000 182,513,000 192,998,000 Rental expenses 6,090,000 75,000 437,000 129,000 — — 6,731,000 Segment net operating income $ 10,992,000 $ 1,081,000 $ 6,768,000 $ 4,578,000 $ 4,813,000 $ 20,544,000 $ 48,776,000 Expenses: General and administrative $ 6,894,000 Acquisition related expenses 3,415,000 Depreciation and amortization 70,896,000 Loss from operations (32,429,000 ) Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (9,447,000 ) Loss in fair value of derivative financial instruments (260,000 ) Loss from unconsolidated entities (2,616,000 ) Foreign currency loss (1,475,000 ) Other income, net 224,000 Loss before income taxes (46,003,000 ) Income tax expense (1,059,000 ) Net loss $ (47,062,000 ) Assets by reportable segment as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Integrated senior health campuses $ 1,358,631,000 $ 1,330,597,000 Medical office buildings 668,797,000 699,381,000 Senior housing — RIDEA 283,815,000 286,058,000 Senior housing 227,620,000 212,314,000 Skilled nursing facilities 130,129,000 129,984,000 Hospitals 125,475,000 127,258,000 Other 8,201,000 8,926,000 Total assets $ 2,802,668,000 $ 2,794,518,000 As of March 31, 2017 and December 31, 2016 , goodwill of $75,265,000 was allocated to integrated senior health campuses and no other segments had goodwill. Our portfolio of properties and other investments are located in the United States, Isle of Man and the UK. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for our operations for the periods presented: Three Months Ended March 31, 2017 2016 Revenues: United States $ 255,274,000 $ 247,258,000 International 1,127,000 1,247,000 Total revenues $ 256,401,000 $ 248,505,000 The following is a summary of real estate investments, net by geographic regions as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Real estate investments, net: United States $ 2,128,079,000 $ 2,089,247,000 International 50,015,000 49,734,000 Total real estate investments, net $ 2,178,094,000 $ 2,138,981,000 |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2017 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | 19. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk are primarily real estate notes receivable and debt security investment, cash and cash equivalents, accounts and other receivables, restricted cash and real estate deposits. We are exposed to credit risk with respect to the real estate notes receivable and debt security investment, but we believe collection of the outstanding amount is probable. We believe that the risk is further mitigated as the real estate notes receivable are secured by property and there is a guarantee of completion agreement executed between the parent company of the borrowers and us. 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, 2017 and December 31, 2016 , 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, 2017 , properties in one state in the United States accounted for 10.0% or more of the annualized base rent or annualized net operating income of our total property portfolio. Properties located in Indiana accounted for 35.4% of the annualized base rent or annualized net operating income of our total property portfolio. Accordingly, there is a geographic concentration of risk subject to fluctuations in such state’s economy. Based on leases in effect as of March 31, 2017 , our six reportable business segments, integrated senior health campuses, medical office buildings, senior housing — RIDEA, hospitals, senior housing and skilled nursing facilities accounted for 43.2% , 30.0% , 10.4% , 4.1% , 6.3% and 6.0% , respectively, of our annualized base rent or annualized net operating income. As of March 31, 2017 , none of our tenants at our properties accounted for 10.0% or more of our aggregate annualized base rent or annualized net operating income, which is based on contractual base rent from leases in effect inclusive of our senior housing — RIDEA facilities and integrated senior health campuses operations as of March 31, 2017 . |
Per Share Data
Per Share Data | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Per Share Data | 20. 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) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period. Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $6,000 and $3,000 , respectively, for the three months ended March 31, 2017 and 2016 . 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, 2017 and 2016 , there were 39,000 and 21,000 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, 2017 and 2016 , 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, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Property Acquisition Subsequent to March 31, 2017 , we completed the acquisition of one building from an unaffiliated party. The following is a summary of our property acquisition subsequent to March 31, 2017 : Acquisition(1) Location Type Date Contract Purchase Price 2016 Corporate Line of Credit(2) Acquisition Fee(3) New London CT MOB New London, CT Medical Office 05/03/17 $ 4,850,000 $ 4,000,000 $ 109,000 ___________ (1) We own 100% of the property acquired subsequent to March 31, 2017 . (2) Represents borrowings under the 2016 Corporate Line of Credit at the time of acquisition. (3) Our advisor was paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of the property, an acquisition fee of 2.25% of the contract purchase price of the property. Property Disposition On May 1, 2017, we disposed of one integrated senior health campus in Merrillville, Indiana for a contract sales price of $17,000,000 . Our advisor agreed to waive the disposition fee and expense reimbursements for such disposition that may otherwise have been due to our advisor pursuant to the Advisory Agreement. Our advisor did not receive any additional securities, shares of our stock or any other form of consideration or any repayment as a result of the waiver of such disposition fee and expense reimbursements. Other Financing Transactions On May 12, 2017, we paid off a mortgage loan payable for the principal amount of $93,150,000 . The sources of funds for the pay-off and transaction costs were primarily from (i) new Housing and Urban Development loans of approximately $72,019,000 ; and (ii) $21,600,000 in additional borrowings under the Trilogy Propco Line of Credit. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 accompanying condensed consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation. 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 in which we have control, as well as any variable interest entities, or VIEs, in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and of which we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 810, Consolidation , or ASC Topic 810. We operate and intend to co ntinue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control, will own substantially all of the interests in properties acquired on our behalf. |
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 2016 Annual Report on Form 10-K, as filed with the SEC on March 15, 2017. |
Use of Estimates | Use of Estimates The preparation of our accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the 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 and resident 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 or residents 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 and comprehensive loss. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s or resident’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. |
Business Combinations Policy | Property Acquisitions In accordance with ASC Topic 805, Business Combinations , and Accounting Standards Update, or ASU, 2017-01, Clarifying the Definition of a Business , or ASU 2017-01, we determine whether a transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, we account for the transaction as an asset acquisition. Under both methods, we recognize the identifiable assets acquired and liabilities assumed. We immediately expense acquisition related expenses associated with a business combination and capitalize acquisition related expenses directly associated with an asset acquisition. |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities As of March 31, 2017 and December 31, 2016 , accounts payable and accrued liabilities primarily consisted of reimbursement of payroll related costs to the managers of our senior housing — RIDEA facilities and integrated senior health campuses of $22,979,000 and $20,992,000 , respectively, insurance payable of $22,790,000 and $19,136,000 , respectively, accrued property taxes of $12,677,000 and $12,766,000 , respectively, and accrued distributions of $10,064,000 and $10,009,000 , respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , or ASU 2016-01, which amends the classification and measurement of financial instruments. ASU 2016-01 revises the accounting related to: (i) the classification and measurement of investments in equity securities; and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, with respect to only certain of the amendments in ASU 2016-01, for financial statements that have not yet been made available for issuance. ASU 2016-01 requires the application of the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with certain exceptions. We do not expect the adoption of ASU 2016-01 on January 1, 2018 to have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted after December 15, 2018. We do not expect the adoption of ASU 2016-13 on January 1, 2020 to have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, or ASU 2016-15, which intends to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2016-15 on January 1, 2018 to have a material impact on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, or ASU 2016-16, which removes the prohibition in ASC 740, Income Taxes , against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. ASU 2016-16 is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2016-16 on January 1, 2018 to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , or ASU 2017-04, which eliminates Step 2 from the goodwill impairment test and allows an entity to perform its goodwill impairment test by comparing the fair value of a reporting segment with its carrying amount. ASU 2017-04 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. We early adopted ASU 2017-04 on January 1, 2017, which did not have a material impact on our consolidated financial statements. |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | Our real estate investments, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, Building, improvements and construction in process $ 2,029,433,000 $ 1,981,610,000 Land 171,583,000 167,329,000 Furniture, fixtures and equipment 91,610,000 84,817,000 2,292,626,000 2,233,756,000 Less: accumulated depreciation (114,532,000 ) (94,775,000 ) $ 2,178,094,000 $ 2,138,981,000 |
Summary of Acquisitions of Previously Leased REal Estate Investments [Table Text Block] | The following is a summary of our acquisition for the three months ended March 31, 2017 : Location Date Acquired Contract Purchase Price Lines of Credit and Term Loan(1) Acquisition Fee(2) Boonville, Columbus and Hanover, IN; Lexington, KY; and Maumee and Willard, OH 02/01/17 $ 72,200,000 $ 53,700,000 $ 1,099,000 ___________ (1) Represents borrowings under the Trilogy PropCo Line of Credit, as defined in Note 8, Lines of Credit and Term Loan , at the time of acquisition. (2) Our advisor was 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 portion of the contract purchase price of the properties attributed to our ownership interest of approximately 67.7% in the subsidiary of Trilogy that acquired the properties. |
Summary of Acquisitions | The following is a summary of our property acquisition for the three months ended March 31, 2017 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Lines of Credit and Term Loan(2) Acquisition Fee(3) North Carolina ALF Portfolio Huntersville, NC Senior Housing 01/18/17 $ 15,000,000 $ 14,000,000 $ 338,000 ___________ (1) We own 100% of our property acquired in 2017 . (2) Represents borrowings under the 2016 Corporate Line of Credit, as defined in Note 8, Lines of Credit and Term Loan , at the time of acquisition. (3) Our advisor was paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25% of the contract purchase price of the property. The following is a summary of our property acquisition subsequent to March 31, 2017 : Acquisition(1) Location Type Date Contract Purchase Price 2016 Corporate Line of Credit(2) Acquisition Fee(3) New London CT MOB New London, CT Medical Office 05/03/17 $ 4,850,000 $ 4,000,000 $ 109,000 ___________ (1) We own 100% of the property acquired subsequent to March 31, 2017 . (2) Represents borrowings under the 2016 Corporate Line of Credit at the time of acquisition. (3) Our advisor was paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of the property, an acquisition fee of 2.25% of the contract purchase price of the property. |
Schedule of Asset Acquisitions, by Acquisition | The following table summarizes the acquisition date fair values of the assets acquired of our property acquisitions in 2017: 2017 Acquisitions Building and improvements $ 51,588,000 Land 6,415,000 In-place leases 10,318,000 Certificates of need 4,750,000 Total assets acquired $ 73,071,000 |
Real Estate Notes Receivable 31
Real Estate Notes Receivable and Investment(Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate Notes Receivable and Investment, Net | |
Real Estate Notes Receivable, Net | The following is a summary of our notes receivable and debt security investment, including unamortized loan and closing costs, net as of March 31, 2017 and December 31, 2016 : Balance Origination Date Maturity Date Contractual Interest Rate(1) Maximum Advances Available March 31, 2017 December 31, 2016 Acquisition Fee(2) Mezzanine Fixed Rate Notes(3)(4) United States 02/04/15 12/09/19 6.75% $ 28,650,000 $ 28,650,000 $ 28,650,000 $ 573,000 Mezzanine Floating Rate Notes(3)(4) United States 02/04/15 12/09/17 6.91% $ 31,567,000 5,779,000 7,167,000 631,000 Debt security investment(5) 10/15/15 08/25/25 4.24% N/A 63,772,000 63,176,000 1,209,000 98,201,000 98,993,000 $ 2,413,000 Unamortized loan and closing costs, net 2,071,000 2,124,000 $ 100,272,000 $ 101,117,000 ___________ (1) Represents the per annum interest rate in effect as of March 31, 2017 . (2) Our advisor was paid in cash, as compensation for services in connection with real estate-related investments, an acquisition fee of 2.00% of the total amount advanced or invested through March 31, 2017 . (3) The Mezzanine Fixed Rate Notes and the Mezzanine Floating Rate Notes, or collectively, the Mezzanine Notes, evidence interests in a portion of a mezzanine loan that 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 Colony NorthStar (formerly known as NorthStar Realty Finance Corp. prior to its merger with Colony Capital, Inc. and NorthStar Asset Management Group Inc. on January 10, 2017). The maturity date of the Mezzanine Floating Rate Notes may be extended by three successive one -year extension periods at the borrower’s option, subject to satisfaction of certain conditions. In October 2016, the borrower exercised its right to extend the original December 9, 2016 maturity date of the Mezzanine Floating Rate Notes for one year to December 2017. (4) Balance represents the original principal balance, increased by any subsequent advances and decreased by any subsequent principal paydowns. The Mezzanine Floating Rate Notes and Mezzanine Fixed Rate Notes only require monthly interest payments and are subject to certain prepayment restrictions if repaid before the respective maturity dates. (5) The commercial mortgage-backed debt security, or the debt security, bears an interest rate on the stated principal amount thereof equal to 4.24% per annum, the terms of which security provide for monthly interest-only payments. The debt security matures on August 25, 2025 at a stated amount of $93,433,000 , resulting in an anticipated yield-to-maturity of 10.0% per annum. The debt security is subordinate to all other interests in FREMF 2015-KS03 Mortgage Trust, or the Mortgage Trust, and is not guaranteed by a government-sponsored entity. As of March 31, 2017 and December 31, 2016 , the net carrying amount with accretion was $65,484,000 and $64,912,000 , respectively. We classify our debt security investment as held-to-maturity and we have not recorded any unrealized holding gains or losses on such investment. |
Changes in Carrying Amount of Real Estate Notes Receivable | The following table shows the changes in the carrying amount of real estate notes receivable and debt security investment, net for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Beginning balance $ 101,117,000 $ 144,477,000 Additions: Advances on real estate notes receivable — 1,942,000 Accretion on debt security 596,000 540,000 Loan costs — 39,000 Deductions: Principal repayment on real estate notes receivable (1,388,000 ) — Foreign currency translation adjustments — (754,000 ) Amortization of loan and closing costs (53,000 ) (98,000 ) Ending balance $ 100,272,000 $ 146,146,000 |
Identified Intangible Assets,32
Identified Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Identified intangible assets, net | Identified intangible assets, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Amortized intangible assets: In-place leases, net of accumulated amortization of $30,587,000 and $23,997,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 8.5 years and 8.6 years as of March 31, 2017 and December 31, 2016, respectively) $ 69,087,000 $ 68,376,000 Leasehold interests, net of accumulated amortization of $302,000 and $266,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 55.3 years and 55.6 years as of March 31, 2017 and December 31, 2016, respectively) 7,592,000 7,628,000 Above-market leases, net of accumulated amortization of $2,898,000 and $2,622,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 5.2 years and 5.2 years as of March 31, 2017 and December 31, 2016, respectively) 3,835,000 4,206,000 Unamortized intangible assets: Certificates of need 80,743,000 76,142,000 Trade names 30,267,000 30,267,000 Purchase option assets (1) 2,754,000 14,208,000 $ 194,278,000 $ 200,827,000 ___________ (1) Under certain leases of our leased facilities in which we are the lessee, we have the right to acquire the properties at varying dates in the future and at our option. We estimate the fair value of these purchase option assets by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset over the term of the lease, but rather adjust the recognized value of the asset upon purchase. In 2017 , we exercised the right to acquire several leased facilities and the value of the purchased option assets utilized was $11,454,000 . See Note 3, Real Estate Investments, Net — Acquisitions in 2017 — 2017 Acquisition of Previously Leased Real Estate Investments. |
Amortization expense on identified intangible assets | As of March 31, 2017 , estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2017 $ 21,716,000 2018 8,831,000 2019 6,923,000 2020 5,666,000 2021 5,071,000 Thereafter 32,307,000 $ 80,514,000 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Assets [Abstract] | |
Other Assets, Net | Other assets, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Investments in unconsolidated entities $ 19,098,000 $ 20,057,000 Prepaid expenses, deposits and other assets 18,827,000 16,002,000 Inventory 16,298,000 17,266,000 Deferred rent receivables 13,172,000 11,804,000 Deferred financing costs, net of accumulated amortization of $4,439,000 and $3,519,000 as of March 31, 2017 and December 31, 2016, respectively(1) 8,878,000 9,624,000 Deferred tax asset, net(2) 8,858,000 8,295,000 Lease inducement, net of accumulated amortization of $176,000 and $88,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 13.8 years and 14.0 years as of March 31, 2017 and December 31, 2016, respectively) 4,824,000 4,912,000 Lease commissions, net of accumulated amortization of $250,000 and $175,000 as of March 31, 2017 and December 31, 2016, respectively 4,337,000 3,834,000 $ 94,292,000 $ 91,794,000 ___________ (1) In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , or ASU 2015-03, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , or ASU 2015-15, deferred financing costs, net only include costs related to our lines of credit and term loan. (2) See Note 16, Income Taxes , for a further discussion. |
Mortgage Loans Payable, Net (Ta
Mortgage Loans Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Mortgage Loans on Real Estate [Abstract] | |
Mortgage Loans Payable, Net | Mortgage loans payable, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Total fixed-rate debt $ 304,105,000 $ 313,265,000 Total variable-rate debt 202,708,000 203,792,000 Total fixed- and variable-rate debt 506,813,000 517,057,000 Less: deferred financing costs, net(1) (3,398,000 ) (3,861,000 ) Add: premium 1,552,000 1,678,000 Less: discount (18,458,000 ) (19,157,000 ) Mortgage loans payable, net $ 486,509,000 $ 495,717,000 ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs, net only include costs related to our mortgage loans payable. |
Schedule of Activity Related to Mortgage Loans Payable | The following table shows the changes in the carrying amount of mortgage loans payable, net for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Beginning balance $ 495,717,000 $ 295,270,000 Additions: Borrowings on mortgage loans payable 970,000 1,149,000 Assumptions of mortgage loans payable, net — 15,430,000 Amortization of deferred financing costs 475,000 86,000 Amortization of discount/premium on mortgage loans payable 574,000 113,000 Deductions: Scheduled principal payments on mortgage loans payable (1,549,000 ) (1,368,000 ) Settlement of mortgage loans payable (9,665,000 ) — Deferred financing costs (13,000 ) (465,000 ) Ending balance $ 486,509,000 $ 310,215,000 |
Principal Payments Due on Mortgage Loans Payable | As of March 31, 2017 , the principal payments due on our mortgage loans payable for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2017 $ 4,615,000 2018 177,824,000 2019 22,364,000 2020 30,685,000 2021 9,427,000 Thereafter 261,898,000 $ 506,813,000 |
Derivative Financial Instrume35
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table lists the derivative financial instruments held by us as of March 31, 2017 and December 31, 2016 : Fair Value Instrument Notional Amount Index Interest Rate Maturity Date March 31, 2017 December 31, 2016 Cap $ 17,075,000 one month LIBOR 2.25% 02/01/18 $ — $ — Swap 140,000,000 one month LIBOR 0.82% 02/03/19 1,595,000 1,355,000 Swap 60,000,000 one month LIBOR 0.78% 02/03/19 723,000 627,000 $ 217,075,000 $ 2,318,000 $ 1,982,000 |
Identified Intangible Liabili36
Identified Intangible Liabilities, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Identified Intangible Liabilities [Abstract] | |
Summary of Amortization Expense on Below Market Leases | As of March 31, 2017 , estimated amortization expense on below-market leases for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2017 $ 450,000 2018 477,000 2019 392,000 2020 263,000 2021 146,000 Thereafter 285,000 $ 2,013,000 |
Redeemable Noncontrolling Int37
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Temporary Equity [Abstract] | |
Redeemable Noncontrolling Interest | The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Beginning balance $ 31,507,000 $ 22,987,000 Addition 635,000 — Reclassification from equity 195,000 — Distribution (223,000 ) — Fair value adjustment to redemption value 464,000 — Net loss attributable to redeemable noncontrolling interests (412,000 ) — Ending balance $ 32,166,000 $ 22,987,000 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive loss, net of noncontrolling interests, by component consisted of the following for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Beginning balance — foreign currency translation adjustments $ (3,029,000 ) $ (506,000 ) Net change in current period 142,000 (501,000 ) Ending balance — foreign currency translation adjustments $ (2,887,000 ) $ (1,007,000 ) |
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, 2017 and December 31, 2016 , and the changes for the three months ended March 31, 2017 , is presented below: Number of Nonvested Shares of our Restricted Common Stock Weighted Average Grant Date Fair Value Balance — December 31, 2016 39,000 $ 10.00 Granted — $ — Vested — $ — Forfeited — $ — Balance — March 31, 2017 39,000 $ 10.00 Expected to vest — March 31, 2017 39,000 $ 10.00 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | |
Schedule Of Amounts Outstanding To Affiliates Table | The following amounts were outstanding to our affiliates as of March 31, 2017 and December 31, 2016 : Fee March 31, 2017 December 31, 2016 Asset and property management fees $ 1,792,000 $ 1,736,000 Acquisition fees 202,000 202,000 Development fees — 105,000 Lease commissions 17,000 89,000 Operating expenses 12,000 16,000 Construction management fees 6,000 38,000 $ 2,029,000 $ 2,186,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 , aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Derivative financial instruments $ — $ 2,318,000 $ — $ 2,318,000 Contingent consideration receivable — — — — Total assets at fair value $ — $ 2,318,000 $ — $ 2,318,000 Liabilities: Contingent consideration obligations $ — $ — $ 8,993,000 $ 8,993,000 Warrants — — 1,250,000 1,250,000 Total liabilities at fair value $ — $ — $ 10,243,000 $ 10,243,000 The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 , aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Derivative financial instruments $ — $ 1,982,000 $ — $ 1,982,000 Contingent consideration receivable — — — — Total assets at fair value $ — $ 1,982,000 $ — $ 1,982,000 Liabilities: Contingent consideration obligations $ — $ — $ 8,992,000 $ 8,992,000 Warrants — — 1,250,000 1,250,000 Total liabilities at fair value $ — $ — $ 10,242,000 $ 10,242,000 |
Fair Value Inputs, Liabilities, Quantitative Information | The following table shows quantitative information about unobservable inputs related to Level 3 fair value measurements used as of March 31, 2017 and December 31, 2016 for the contingent consideration obligations: Range of Inputs or Inputs Acquisition Unobservable Inputs(1) March 31, 2017 December 31, 2016 North Carolina ALF Portfolio — North Raleigh and Mooresville(2) Tenant’s Annualized EBITDAR, as defined, for the Three Months Prior to Payment $ 3,476,000 $ 3,459,000 Timing of Payment January 27, 2018 January 27, 2018 Applicable Rate, as defined in the lease agreement 7.20% 7.20% Discount Rate per Annum 1.20% 1.20% Percentage of Eligible Payment Requested 100% 100% North Carolina ALF Portfolio — Clemmons(2) Tenant’s Annualized EBITDAR, as defined, for the Three Months Prior to Payment $ 1,734,000 $ 1,753,000 Timing of Payment June 28, 2018 June 28, 2018 Applicable Rate, as defined in the lease agreement 7.20% 7.20% Discount Rate per Annum 1.20% 1.20% Percentage of Eligible Payment Requested 100% 100% King of Prussia PA MOB(3) Percentage of Allowance for Leasing Commissions to be Paid 100% 100% ___________ (1) 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, 2017 and December 31, 2016 . (2) The most significant input to the valuation is the tenant’s annualized EBITDAR, as defined in the lease agreement. An increase (decrease) in the tenant’s annualized EBITDAR would increase (decrease) the fair value. (3) An increase (decrease) in the leasing commissions to be paid would increase (decrease) the fair value. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a reconciliation of the beginning and ending balances of our contingent consideration asset and liabilities for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Contingent Consideration Receivable: Beginning balance $ — $ — Additions to contingent consideration receivable — — 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 $ 8,992,000 $ 5,912,000 Additions to contingent consideration obligations — — Realized/unrealized losses (gains) recognized in earnings 1,000 (366,000 ) Settlements of obligations — (350,000 ) Ending balance $ 8,993,000 $ 5,196,000 Amount of total losses (gains) included in earnings attributable to the change in unrealized (gains) losses related to obligations still held $ 1,000 $ (366,000 ) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a reconciliation of the beginning and ending balances of our contingent consideration asset and liabilities for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Contingent Consideration Receivable: Beginning balance $ — $ — Additions to contingent consideration receivable — — 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 $ 8,992,000 $ 5,912,000 Additions to contingent consideration obligations — — Realized/unrealized losses (gains) recognized in earnings 1,000 (366,000 ) Settlements of obligations — (350,000 ) Ending balance $ 8,993,000 $ 5,196,000 Amount of total losses (gains) included in earnings attributable to the change in unrealized (gains) losses related to obligations still held $ 1,000 $ (366,000 ) |
Fair Value, by Balance Sheet Grouping | The carrying amounts and estimated fair values of such financial instruments as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Financial Assets: Real estate notes receivable $ 34,788,000 $ 35,737,000 $ 36,205,000 $ 37,231,000 Debt security investment $ 65,484,000 $ 94,770,000 $ 64,912,000 $ 94,320,000 Financial Liabilities: Mortgage loans payable $ 486,509,000 $ 477,395,000 $ 495,717,000 $ 495,532,000 Lines of credit and term loan $ 704,838,000 $ 711,871,000 $ 639,693,000 $ 647,336,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before Income Tax, Domestic and Foreign | The components of loss before taxes for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Domestic $ (7,262,000 ) $ (45,976,000 ) Foreign (478,000 ) (27,000 ) Loss before income taxes $ (7,740,000 ) $ (46,003,000 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax (benefit) expense for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Federal deferred $ (2,343,000 ) $ (3,745,000 ) State deferred (232,000 ) (425,000 ) Foreign deferred (63,000 ) — Federal current — 1,078,000 Foreign current 64,000 (19,000 ) Valuation allowances 2,361,000 4,170,000 Total income tax (benefit) expense $ (213,000 ) $ 1,059,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary Information by Reportable Segment | Summary information for the reportable segments during the three months ended March 31, 2017 and 2016 was as follows: Medical Office Buildings Skilled Nursing Facilities Hospitals Senior Housing Senior Housing — RIDEA Integrated Senior Health Campuses Three Months Ended March 31, 2017 Revenues: Resident fees and services $ — $ — $ — $ — $ 15,864,000 $ 209,189,000 $ 225,053,000 Real estate revenue 19,525,000 3,691,000 3,023,000 5,109,000 — — 31,348,000 Total revenues 19,525,000 3,691,000 3,023,000 5,109,000 15,864,000 209,189,000 256,401,000 Expenses: Property operating expenses — — — — 10,920,000 188,179,000 199,099,000 Rental expenses 7,451,000 400,000 384,000 160,000 — — 8,395,000 Segment net operating income $ 12,074,000 $ 3,291,000 $ 2,639,000 $ 4,949,000 $ 4,944,000 $ 21,010,000 $ 48,907,000 Expenses: General and administrative $ 7,863,000 Acquisition related expenses 318,000 Depreciation and amortization 29,822,000 Income from operations 10,904,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (14,595,000 ) Gain in fair value of derivative financial instruments 336,000 Impairment of real estate investment (3,969,000 ) Loss from unconsolidated entities (962,000 ) Foreign currency gain 513,000 Other income, net 33,000 Loss before income taxes (7,740,000 ) Income tax benefit 213,000 Net loss $ (7,527,000 ) Medical Office Buildings Skilled Nursing Facilities Hospitals Senior Housing Senior Housing — RIDEA Integrated Senior Health Campuses Three Months Ended March 31, 2016 Revenues: Resident fees and services $ — $ — $ — $ — $ 15,298,000 $ 203,057,000 $ 218,355,000 Real estate revenue 17,082,000 1,156,000 7,205,000 4,707,000 — — 30,150,000 Total revenues 17,082,000 1,156,000 7,205,000 4,707,000 15,298,000 203,057,000 248,505,000 Expenses: Property operating expenses — — — — 10,485,000 182,513,000 192,998,000 Rental expenses 6,090,000 75,000 437,000 129,000 — — 6,731,000 Segment net operating income $ 10,992,000 $ 1,081,000 $ 6,768,000 $ 4,578,000 $ 4,813,000 $ 20,544,000 $ 48,776,000 Expenses: General and administrative $ 6,894,000 Acquisition related expenses 3,415,000 Depreciation and amortization 70,896,000 Loss from operations (32,429,000 ) Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (9,447,000 ) Loss in fair value of derivative financial instruments (260,000 ) Loss from unconsolidated entities (2,616,000 ) Foreign currency loss (1,475,000 ) Other income, net 224,000 Loss before income taxes (46,003,000 ) Income tax expense (1,059,000 ) Net loss $ (47,062,000 ) |
Assets by Reportable Segment | Assets by reportable segment as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Integrated senior health campuses $ 1,358,631,000 $ 1,330,597,000 Medical office buildings 668,797,000 699,381,000 Senior housing — RIDEA 283,815,000 286,058,000 Senior housing 227,620,000 212,314,000 Skilled nursing facilities 130,129,000 129,984,000 Hospitals 125,475,000 127,258,000 Other 8,201,000 8,926,000 Total assets $ 2,802,668,000 $ 2,794,518,000 |
Revenue and Real Estate Investments by Geographical Areas | The following is a summary of geographic information for our operations for the periods presented: Three Months Ended March 31, 2017 2016 Revenues: United States $ 255,274,000 $ 247,258,000 International 1,127,000 1,247,000 Total revenues $ 256,401,000 $ 248,505,000 The following is a summary of real estate investments, net by geographic regions as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Real estate investments, net: United States $ 2,128,079,000 $ 2,089,247,000 International 50,015,000 49,734,000 Total real estate investments, net $ 2,178,094,000 $ 2,138,981,000 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Line Items] | |
Summary of Acquisitions | The following is a summary of our property acquisition for the three months ended March 31, 2017 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Lines of Credit and Term Loan(2) Acquisition Fee(3) North Carolina ALF Portfolio Huntersville, NC Senior Housing 01/18/17 $ 15,000,000 $ 14,000,000 $ 338,000 ___________ (1) We own 100% of our property acquired in 2017 . (2) Represents borrowings under the 2016 Corporate Line of Credit, as defined in Note 8, Lines of Credit and Term Loan , at the time of acquisition. (3) Our advisor was paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25% of the contract purchase price of the property. The following is a summary of our property acquisition subsequent to March 31, 2017 : Acquisition(1) Location Type Date Contract Purchase Price 2016 Corporate Line of Credit(2) Acquisition Fee(3) New London CT MOB New London, CT Medical Office 05/03/17 $ 4,850,000 $ 4,000,000 $ 109,000 ___________ (1) We own 100% of the property acquired subsequent to March 31, 2017 . (2) Represents borrowings under the 2016 Corporate Line of Credit at the time of acquisition. (3) Our advisor was paid in cash, as compensation for services rendered in connection with the investigation, selection and acquisition of the property, an acquisition fee of 2.25% of the contract purchase price of the property. |
Organization and Description 44
Organization and Description of Business (Detail) $ / shares in Units, ft² in Thousands | May 03, 2017Building | Mar. 31, 2017ft²segment | Feb. 26, 2014$ / shares | Mar. 31, 2017USD ($)ft²Acquisitionsegment | Mar. 31, 2016USD ($) | Feb. 26, 2018 | Apr. 21, 2015USD ($)shares | Mar. 31, 2017USD ($)ft²shares | Dec. 31, 2016USD ($)shares | Mar. 31, 2017USD ($)ft²shares | Mar. 31, 2017USD ($)ft²BuildingPropertyCampus | Mar. 31, 2017ft² | Oct. 05, 2016$ / shares | Mar. 25, 2015USD ($) | Mar. 01, 2015partner | Jan. 15, 2013 |
Date of inception | Jan. 11, 2013 | |||||||||||||||
Date of capitalization | Jan. 15, 2013 | |||||||||||||||
Issuance of common stock under the DRIP | $ 15,681,000 | $ 16,110,000 | $ 126,673,000 | $ 142,354,000 | ||||||||||||
Issuance of common stock under the DRIP, shares | shares | 13,394,914 | 15,135,298 | ||||||||||||||
Advisory agreement term | 1 year | |||||||||||||||
Number of reportable segments | segment | 6 | 6 | ||||||||||||||
Number of acquisition completed from unaffiliated parties | Acquisition | 0 | |||||||||||||||
Number of properties acquired from unaffiliated parties | Property | 94 | |||||||||||||||
Number of buildings acquired from unaffiliated parties | Building | 98 | |||||||||||||||
Number of integrated senior health campuses acquired from unaffiliated parties | Campus | 108 | |||||||||||||||
GLA (Sq Ft) | ft² | 12,521 | 12,521 | 12,521 | 12,521 | 12,521 | 12,521 | ||||||||||
Aggregate contract purchase price | $ 2,852,681,000 | |||||||||||||||
Acquisition of real estate related investments, net of principal repayments | $ 94,858,000 | |||||||||||||||
American Healthcare Investors [Member] | ||||||||||||||||
Ownership percentage in affiliate | 47.10% | |||||||||||||||
NorthStar Asset Management Group Inc. [Member] | ||||||||||||||||
Ownership percentage in affiliate | 45.10% | |||||||||||||||
James F. Flaherty III [Member] | ||||||||||||||||
Ownership percentage in affiliate | 7.80% | |||||||||||||||
Number of partners | partner | 1 | |||||||||||||||
American Healthcare Investors [Member] | ||||||||||||||||
Ownership percentage in affiliate | 75.00% | |||||||||||||||
Griffin Capital Corporation [Member] | ||||||||||||||||
Ownership percentage in affiliate | 25.00% | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subscriptions in offering of common stock received and accepted shares | shares | 184,930,598 | |||||||||||||||
Subscriptions in offering of common stock received and accepted value | $ 1,842,618,000 | |||||||||||||||
DRIP [Member] | ||||||||||||||||
Share price | $ / shares | $ 9.50 | $ 9.01 | ||||||||||||||
Subscriptions in offering of common stock received and accepted shares | shares | 1,948,563 | |||||||||||||||
Subscriptions in offering of common stock received and accepted value | $ 18,511,000 | |||||||||||||||
DRIP S-3 Public Offering [Member] | ||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 250,000,000 | |||||||||||||||
Issuance of common stock under the DRIP | $ 123,844,000 | |||||||||||||||
Issuance of common stock under the DRIP, shares | shares | 13,186,735 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Advisory agreement renewal term | 1 year | |||||||||||||||
Number of buildings acquired from unaffiliated parties | Building | 1 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Detail) $ in Thousands | 3 Months Ended | 36 Months Ended | 48 Months Ended | 51 Months Ended | |
Mar. 31, 2017USD ($)Acquisition | Mar. 31, 2016USD ($)Acquisition | Dec. 31, 2015 | Dec. 31, 2016USD ($) | Mar. 31, 2017USD ($) | |
Number of acquisition completed from unaffiliated parties | Acquisition | 0 | ||||
Percentage of ownership in operating partnership | 99.99% | 99.99% | 99.99% | ||
Percentage of limited partnership interest | 0.01% | 0.01% | |||
Allowance for uncollectible accounts | $ 9,530 | $ 9,597 | $ 9,530 | ||
Allowance for uncollectible accounts, write-offs | 1,629 | $ 1,578 | |||
Direct write offs of deferred rent receivable | 0 | 24 | |||
Insurance payable | 22,790 | 19,136 | 22,790 | ||
Payroll related costs | 22,979 | 20,992 | 22,979 | ||
Accrued property taxes | 12,677 | 12,766 | 12,677 | ||
Accrued distributions | $ 10,064 | $ 9,831 | $ 10,009 | $ 10,064 | |
Two Thousand Sixteen Acquisitions [Member] | |||||
Number of acquisition completed from unaffiliated parties | Acquisition | 6 |
Real Estate Investments, Net -
Real Estate Investments, Net - Investments in Consolidated Properties (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 2,292,626 | $ 2,233,756 |
Less: accumulated depreciation | (114,532) | (94,775) |
Real estate investments, net | 2,178,094 | 2,138,981 |
Building, Improvements and Construction In Process [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 2,029,433 | 1,981,610 |
Land [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 171,583 | 167,329 |
Furniture and Fixtures [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 91,610 | $ 84,817 |
Real Estate Investments, Net 47
Real Estate Investments, Net - Additional Information (Detail) | 3 Months Ended | 51 Months Ended | |
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($)Building | |
Real Estate Properties [Line Items] | |||
Depreciation | $ 20,009,000 | $ 15,461,000 | |
Impairment of real estate investment | $ 3,969,000 | $ 0 | |
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | |
Number of buildings acquired from unaffiliated parties | Building | 98 | ||
Integrated Senior Health Campuses [Member] | |||
Real Estate Properties [Line Items] | |||
Capital expenditures incurred | $ 5,937,000 | $ 13,008,000 | |
Medical Office Building [Member] | |||
Real Estate Properties [Line Items] | |||
Capital expenditures incurred | 1,061,000 | 534,000 | |
Hospitals [Member] | |||
Real Estate Properties [Line Items] | |||
Capital expenditures incurred | 0 | 80,000 | |
Senior Housing-RIDEA [Member] | |||
Real Estate Properties [Line Items] | |||
Capital expenditures incurred | 246,000 | 20,000 | |
Senior Housing [Member] | |||
Real Estate Properties [Line Items] | |||
Capital expenditures incurred | 0 | 0 | |
Skilled Nursing Facilities [Member] | |||
Real Estate Properties [Line Items] | |||
Capital expenditures incurred | 175,000 | $ 0 | |
Integrated Senior Health Campus [Member] | |||
Real Estate Properties [Line Items] | |||
Carrying value of investment | $ 400,000 | $ 400,000 |
Real Estate Investments, Net 48
Real Estate Investments, Net - Acquisitions (Detail) | Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($)BuildingCampus | Dec. 31, 2015Building | Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($)BuildingCampus |
Real Estate Properties [Line Items] | |||||
Number of buildings acquired from unaffiliated parties | Building | 98 | ||||
Number of integrated senior health campuses acquired from unaffiliated parties | Campus | 108 | ||||
Two Thousand Seventeen Acquisitions [Member] | North Carolina ALF Portfolio [Member] | |||||
Real Estate Properties [Line Items] | |||||
Number of buildings acquired from unaffiliated parties | Building | 1 | 4 | |||
Ownership percentage of properties | 100.00% | ||||
Percentage of contract purchase price paid acquisition fee, in cash | 2.25% | ||||
Closing and acquisition related costs incurred | $ 2,126,000 | $ 2,126,000 | $ 2,126,000 | $ 2,126,000 | |
Two Thousand Seventeen Acquisitions [Member] | North Carolina ALF Portfolio - Huntersville [Member] | |||||
Real Estate Properties [Line Items] | |||||
Type | Senior Housing | ||||
Date Acquired | Jan. 18, 2017 | ||||
Contract Purchase Price | $ 15,000,000 | ||||
Lines of credit related to acquisition of properties | 14,000,000 | ||||
Acquisition fee | $ 338,000 | ||||
Two Thousand Sixteen Acquisitions, Previously Leased [Member] | Trilogy Investors, LLC [Member] | |||||
Real Estate Properties [Line Items] | |||||
Ownership percentage of subsidiary | 67.70% | ||||
Number of integrated senior health campuses acquired from unaffiliated parties | Campus | 6 | ||||
Two Thousand Sixteen Acquisitions, Previously Leased [Member] | Boonville, Columbus and Hanover, IN; Lexington WH, KY; Monclova and Willard, OH [Member] | |||||
Real Estate Properties [Line Items] | |||||
Date Acquired | Feb. 1, 2017 | ||||
Contract Purchase Price | $ 72,200,000 | ||||
Lines of credit related to acquisition of properties | 53,700,000 | ||||
Acquisition fee | $ 1,099,000 |
Real Estate Investments, Net 49
Real Estate Investments, Net - Assets and Liabilities Acquired (Details) - Two Thousand Seventeen Acquisitions [Member] - North Carolina ALF Portfolio and previously leased real estate investments [Member] | Mar. 31, 2017USD ($) |
Real Estate Properties [Line Items] | |
Building and improvements | $ 51,588,000 |
Land | 6,415,000 |
In-place leases | 10,318,000 |
Certificates of need | 4,750,000 |
Total assets acquired | $ 73,071,000 |
Real Estate Notes Receivable 50
Real Estate Notes Receivable and Investment, Net - Additional Information (Details) | Feb. 04, 2015 | Oct. 31, 2016 | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 15, 2015USD ($) |
Real Estate Notes Receivable and Investment, Net | |||||||
Real Estate Notes Receivable And Investment, Net | $ 100,272,000 | $ 146,146,000 | $ 101,117,000 | $ 144,477,000 | |||
Percentage of acquisition fee of contract purchase price for real estate investments acquired paid in cash | 2.00% | ||||||
Amortization of loan costs | $ 53,000 | $ 98,000 | |||||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | |||||
Impairment of real estate notes receivable and investment | $ 0 | $ 0 | |||||
Mezzanine Floating Rate Notes [Member] | |||||||
Real Estate Notes Receivable and Investment, Net | |||||||
Number of extensions | 3 | ||||||
Mortgage loans on real estate, maximum borrowing amount | 31,567,000 | ||||||
Period for each extension of Floating Rate Notes | 1 year | ||||||
Extension period elected | 1 year | ||||||
Mezzanine Fixed Rate Notes [Member] | |||||||
Real Estate Notes Receivable and Investment, Net | |||||||
Mortgage loans on real estate, maximum borrowing amount | $ 28,650,000 | ||||||
Investments, Net [Member] | |||||||
Real Estate Notes Receivable and Investment, Net | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.24% | ||||||
Held-to-maturity Securities, Debt Maturities, after Ten Years, Fair Value | $ 93,433,000 | ||||||
Yield to Maturity Interest Rate | 10.00% |
Real Estate Notes Receivable (D
Real Estate Notes Receivable (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Real Estate Notes Receivable and Investment, Net | |||
Investment | $ 65,484,000 | $ 64,912,000 | |
Real Estate Notes Receivable And Investment | 98,201,000 | 98,993,000 | |
Acquisition expense | 2,413,000 | ||
Add: unamortized loan costs, net | 2,071,000 | 2,124,000 | |
Real Estate Loans Receivable [Roll Forward] | |||
Beginning balance | 101,117,000 | $ 144,477,000 | |
Advances on real estate notes receivable | 0 | 1,942,000 | |
Accretion on debt security | 596,000 | 540,000 | |
Loan costs | 0 | 39,000 | |
Principal repayments on real estate notes receivable | (1,388,000) | 0 | |
Foreign currency translation adjustments | 0 | (754,000) | |
Amortization of loan and closing costs | (53,000) | (98,000) | |
Ending balance | $ 100,272,000 | $ 146,146,000 | |
Mezzanine Floating Rate Notes [Member] | |||
Real Estate Notes Receivable and Investment, Net | |||
Mortgage Loans on Real Estate, Origination Date | Feb. 4, 2015 | ||
Mortgage loans on real estate, final maturity date | Dec. 9, 2017 | ||
Mortgage Loans on Real Estate, Interest Rate | 6.91% | ||
Mortgage loans on real estate, maximum borrowing amount | $ 31,567,000 | ||
Real Estate Notes Receivable And Investment | 5,779,000 | 7,167,000 | |
Acquisition expense | $ 631,000 | ||
Mezzanine Fixed Rate Notes [Member] | |||
Real Estate Notes Receivable and Investment, Net | |||
Mortgage Loans on Real Estate, Origination Date | Feb. 4, 2015 | ||
Mortgage loans on real estate, final maturity date | Dec. 9, 2019 | ||
Mortgage Loans on Real Estate, Interest Rate | 6.75% | ||
Mortgage loans on real estate, maximum borrowing amount | $ 28,650,000 | ||
Real Estate Notes Receivable And Investment | 28,650,000 | 28,650,000 | |
Acquisition expense | $ 573,000 | ||
Investments, Net [Member] | |||
Real Estate Notes Receivable and Investment, Net | |||
Mortgage Loans on Real Estate, Origination Date | Oct. 15, 2015 | ||
Mortgage loans on real estate, final maturity date | Aug. 25, 2025 | ||
Mortgage Loans on Real Estate, Interest Rate | 4.24% | ||
Real Estate Notes Receivable And Investment | $ 63,772,000 | $ 63,176,000 | |
Acquisition expense | $ 1,209,000 |
Identified Intangible Assets,52
Identified Intangible Assets, Net - Summary of Identified Intangibles, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | $ 80,514 | |
Intangible Assets, Net (Excluding Goodwill) | 194,278 | $ 200,827 |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 69,087 | 68,376 |
Leasehold Interests [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 7,592 | 7,628 |
Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 3,835 | 4,206 |
Purchase Option Intangibles [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 2,754 | 14,208 |
Certificates Of Need [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 80,743 | 76,142 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 30,267 | $ 30,267 |
Identified Intangible Assets,53
Identified Intangible Assets, Net - Summary of Identified Intangibles, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 12 years 9 months 6 days | 12 years 10 months 24 days | |
Amortization expense | $ 10,061 | $ 55,616 | |
In-Place Leases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net of accumulated amortization | $ 30,587 | $ 23,997 | |
Weighted average remaining life | 8 years 6 months | 8 years 7 months 6 days | |
Leasehold Interests [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net of accumulated amortization | $ 302 | $ 266 | |
Weighted average remaining life | 55 years 3 months 18 days | 55 years 7 months 6 days | |
Above Market Leases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net of accumulated amortization | $ 2,898 | $ 2,622 | |
Weighted average remaining life | 5 years 2 months 12 days | 5 years 2 months 12 days | |
Leasehold Interests [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 36 | 35 | |
Above Market Leases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 372 | $ 373 | |
Purchase Option Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | $ (11,454) |
Identified Intangible Assets,54
Identified Intangible Assets, Net - Summary of Amortization Expense on Identified Intangible Assets, Net (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 21,716 |
2,018 | 8,831 |
2,019 | 6,923 |
2,020 | 5,666 |
2,021 | 5,071 |
Thereafter | 32,307 |
Finite-Lived Intangible Assets, Net | $ 80,514 |
Other Assets, Net - Other Asset
Other Assets, Net - Other Assets, Net (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Other Assets [Abstract] | ||
Investments in unconsolidated entities | $ 19,098,000 | $ 20,057,000 |
Prepaid expenses, deposits and other assets | 18,827,000 | 16,002,000 |
Inventory | 16,298,000 | 17,266,000 |
Deferred rent receivables | 13,172,000 | 11,804,000 |
Deferred tax asset, Net | 8,858,000 | 8,295,000 |
Deferred financing costs, net of accumulated amortization of $4,439,000 and $3,519,000 as of March 31, 2017 and December 31, 2016, respectively(1) | 8,878,000 | 9,624,000 |
Lease inducement, net of accumulated amortization of $176,000 and $88,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 13.8 years and 14.0 years as of March 31, 2017 and December 31, 2016, respectively) | 4,824,000 | 4,912,000 |
Lease commissions, net of accumulated amortization of $250,000 and $175,000 as of March 31, 2017 and December 31, 2016, respectively | 4,337,000 | 3,834,000 |
Other assets, net | 94,292,000 | 91,794,000 |
Accumulated amortization of deferred financing costs | 4,439,000 | 3,519,000 |
Accumulated amortization of lease inducements | $ 176,000 | $ 88,000 |
Weighted average remaining life of lease inducements | 13 years 9 months 18 days | 14 years |
Accumulated amortization of lease commissions | $ 250,000 | $ 175,000 |
Other Assets, Net - Additional
Other Assets, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Assets [Abstract] | ||
Amortization expense on lease commissions | $ 76,000 | $ 15,000 |
Amortization expense on deferred financing costs | 917,000 | 373,000 |
Amortization expense on deferred lease inducements | $ 88,000 | $ 0 |
Mortgage Loans Payable, Net - A
Mortgage Loans Payable, Net - Additional Information (Detail) $ in Thousands | Mar. 31, 2017USD ($)MortgageLoan | Dec. 31, 2016USD ($)MortgageLoan | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | ||
Mortgage Loans on Real Estate [Line Items] | ||||||
Mortgage loans payable, gross | $ | $ 506,813 | $ 517,057 | ||||
Mortgage loans payable, net | $ | $ 486,509 | [1] | $ 495,717 | [1] | $ 310,215 | $ 295,270 |
Number of fixed rate mortgage loans payable | MortgageLoan | 31 | 31 | ||||
Number Of Variable Rate Mortgage Loans Payable | MortgageLoan | 5 | 6 | ||||
Mortgage Loans Payable, Net [Member] | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Debt, weighted average interest rate | 4.46% | 4.41% | ||||
Minimum [Member] | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.45% | 2.45% | ||||
Maximum [Member] | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.93% | 6.72% | ||||
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2017 and December 31, 2016 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2016 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $408,000,000 and $391,000,000 as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
Mortgage Loans Payable, Net - M
Mortgage Loans Payable, Net - Mortgage Loans Payable (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | ||||
Debt Instrument: | |||||||
Total debt | $ 506,813 | $ 517,057 | |||||
Deferred finance costs, net | (8,878) | (9,624) | |||||
Add: premium | 1,552 | 1,678 | |||||
Less: discount | (18,458) | (19,157) | |||||
Mortgage loans payable, net | $ 495,717 | [1] | $ 295,270 | 486,509 | [1] | 495,717 | [1] |
Change in Carrying Amount of Mortgage Loans Payable [Roll Forward] | |||||||
Beginning balance | 495,717 | [1] | 295,270 | ||||
Borrowings under mortgage loans payable | 970 | 1,149 | |||||
Assumptions of mortgage loans payable, net | 0 | 15,430 | |||||
Amortization of deferred financing costs | 475 | 86 | |||||
Amortization of discount/premium on mortgage loans payable | 574 | 113 | |||||
Scheduled principal payments on mortgage loans payable | (1,549) | (1,368) | |||||
Settlement of mortgage loan payable | (9,665) | 0 | |||||
Deferred financing costs | (13) | (465) | |||||
Ending balance | $ 486,509 | [1] | $ 310,215 | ||||
Fixed Rate Debt [Member] | |||||||
Debt Instrument: | |||||||
Total debt | 304,105 | 313,265 | |||||
Variable Rate Debt [Member] | |||||||
Debt Instrument: | |||||||
Total debt | 202,708 | 203,792 | |||||
Mortgage Loans Payable, Net [Member] | |||||||
Debt Instrument: | |||||||
Deferred finance costs, net | $ (3,398) | $ (3,861) | |||||
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2017 and December 31, 2016 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2016 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $408,000,000 and $391,000,000 as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
Mortgage Loans Payable - Princi
Mortgage Loans Payable - Principal Payments Due on Mortgage Loans Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Mortgage Loans on Real Estate [Abstract] | ||
2,017 | $ 4,615 | |
2,018 | 177,824 | |
2,019 | 22,364 | |
2,020 | 30,685 | |
2,021 | 9,427 | |
Thereafter | 261,898 | |
Total | $ 506,813 | $ 517,057 |
Line of Credit and Term Loan (D
Line of Credit and Term Loan (Detail) | Mar. 21, 2016USD ($)Extension | Feb. 03, 2016USD ($)Extension | Feb. 02, 2016 | Dec. 01, 2015USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Apr. 01, 2016USD ($) | Nov. 30, 2015USD ($) | Aug. 08, 2014USD ($) | |
Line of Credit Facility [Line Items] | |||||||||||
Number of investment ratings Moody | 2 | ||||||||||
Borrowings under the lines of credit and term loan | $ 205,699,000 | $ 135,503,000 | |||||||||
Lines of credit and term loan | [1] | $ 713,716,000 | $ 649,317,000 | ||||||||
Two Thousand Sixteen Corporate Term Loan Facility [Member] | Term Loan [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | ||||||||||
2014 Corporate Line Of Credit [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | $ 60,000,000 | |||||||||
Two Thousand Sixteen Corporate Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | ||||||||||
Commitment fee percentage condition one | 0.30% | ||||||||||
Line Of Credit Facility Average Daily Used Amount Percentage Condition One | 50.00% | ||||||||||
Commitment fee percentage condition two | 0.20% | ||||||||||
Line Of Credit Facility Average Daily Used Amount Percentage Condition Two | 50.00% | ||||||||||
Two Thousand Sixteen Corporate Line Of Credit [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line Of Credit Facility, Potential Increase Amount To Borrowing Capacity | $ 500,000,000 | ||||||||||
Line Of Credit Facility, Potential Maximum Borrowing Capacity | $ 1,000,000,000 | ||||||||||
Line Of Credit Facility, Number Of Potential Extensions | Extension | 1 | ||||||||||
Line Of Credit Facility, Potential Extension Term | 12 months | ||||||||||
Two Thousand Sixteen Corporate Line Of Credit [Member] | Base Rate [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Base Rate, Percent | 0.00% | 0.00% | |||||||||
Two Thousand Sixteen Corporate Line Of Credit [Member] | Federal Funds Rate [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 0.50% | |||||||||
Two Thousand Sixteen Corporate Line Of Credit [Member] | One-Month Eurodollar [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | |||||||||
Two Thousand Sixteen Corporate Line Of Credit [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt, weighted average interest rate | 2.75% | 2.53% | |||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 500,000,000 | $ 500,000,000 | |||||||||
Lines of credit and term loan | 408,000,000 | 391,000,000 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 92,000,000 | $ 109,000,000 | |||||||||
Two Thousand Sixteen Corporate Line Of Credit [Member] | Standby Letters of Credit [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||||||||
Two Thousand Sixteen Corporate Line Of Credit [Member] | Bridge Loan [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||||||||
Trilogy Propco Line Of Credit [Member] | Revolving Credit Facility [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt, weighted average interest rate | 5.03% | 4.87% | |||||||||
Line Of Credit Facility, Potential Increase Amount To Borrowing Capacity | $ 100,000,000 | ||||||||||
Line Of Credit Facility, Potential Maximum Borrowing Capacity | $ 400,000,000 | ||||||||||
Debt Instrument, Term | 4 years | ||||||||||
Line of credit extension term | 1 year | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||||||||
Lines of credit and term loan | 286,176,000 | 238,776,000 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 13,824,000 | $ 61,224,000 | |||||||||
Trilogy Propco Line Of Credit [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||||||||||
Trilogy Propco Line Of Credit [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | ||||||||||
Trilogy OpCo Line Of Credit [Member] | Revolving Credit Facility [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt, weighted average interest rate | 4.88% | 4.53% | |||||||||
Line of credit facility, maximum borrowing capacity | $ 60,000,000 | $ 60,000,000 | |||||||||
Lines of credit and term loan | 19,540,000 | 19,541,000 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 40,460,000 | $ 40,459,000 | |||||||||
Trilogy OpCo Line Of Credit [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line Of Credit Facility, Potential Increase Amount To Borrowing Capacity | $ 18,000,000 | ||||||||||
Line Of Credit Facility, Potential Maximum Borrowing Capacity | $ 60,000,000 | ||||||||||
Debt Instrument, Term | 5 years | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | ||||||||||
Line Of Credit Facility, Prepayment Fee, Percent | 1.00% | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 42,000,000 | ||||||||||
Line Of Credit Facility, Number Of Potential Extensions | Extension | 1 | ||||||||||
Increased line of credit facility maximum borrowing capacity | $ 60,000,000 | ||||||||||
Trilogy OpCo Line Of Credit [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||||
Trilogy OpCo Line Of Credit [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||||||||
Two Thousand Sixteen Corporate Revolving Notes [Member] | Minimum [Member] | Eurodollar [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.925% | 1.55% | |||||||||
Two Thousand Sixteen Corporate Revolving Notes [Member] | Minimum [Member] | Base Rate [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | 0.55% | |||||||||
Two Thousand Sixteen Corporate Revolving Notes [Member] | Maximum [Member] | Eurodollar [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.70% | 2.20% | |||||||||
Two Thousand Sixteen Corporate Revolving Notes [Member] | Maximum [Member] | Base Rate [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.70% | 1.20% | |||||||||
Term Notes [Member] | Minimum [Member] | Eurodollar [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.50% | |||||||||
Term Notes [Member] | Minimum [Member] | Base Rate [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | 0.50% | |||||||||
Term Notes [Member] | Maximum [Member] | Eurodollar [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.95% | 2.10% | |||||||||
Term Notes [Member] | Maximum [Member] | Base Rate [Member] | Line of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.95% | 1.10% | |||||||||
Trilogy Borrowers [Member] | Trilogy Propco Line Of Credit [Member] | Revolving Credit Facility [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | ||||||||||
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2017 and December 31, 2016 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2016 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $408,000,000 and $391,000,000 as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
Derivative Financial Instrume61
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Gain (loss) in fair value of derivative financial instruments | $ 336,000 | $ (260,000) |
Derivative Financial Instrume62
Derivative Financial Instruments (Detail) - Not Designated as Hedging Instrument [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 217,075,000 | |
Derivative Assets (Liabilities), at Fair Value, Net | 2,318,000 | $ 1,982,000 |
Cap [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 17,075,000 | |
Debt Instrument, Description of Variable Rate Basis | one month LIBOR | |
Derivative, Cap Interest Rate | 2.25% | |
Derivative, Maturity Date | Feb. 1, 2018 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ 0 | 0 |
Swap, .82% Interest Rate [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 140,000,000 | |
Debt Instrument, Description of Variable Rate Basis | one month LIBOR | |
Derivative, Basis Spread on Variable Rate | 0.82% | |
Derivative, Maturity Date | Feb. 3, 2019 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ 1,595,000 | 1,355,000 |
Swap, .78% Interest Rate [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 60,000,000 | |
Debt Instrument, Description of Variable Rate Basis | one month LIBOR | |
Derivative, Basis Spread on Variable Rate | 0.78% | |
Derivative, Maturity Date | Feb. 3, 2019 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ 723,000 | $ 627,000 |
Identified Intangible Liabili63
Identified Intangible Liabilities, Net - Summary of Identified Intangibles, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite Lived Intangible Liabilities [Line Items] | |||
Identified intangible liabilities, net | $ 2,013 | $ 2,216 | |
Below Market Lease [Member] | |||
Finite Lived Intangible Liabilities [Line Items] | |||
Identified intangible liabilities, net | 2,013 | 2,216 | |
Net of accumulated amortization | 1,149 | $ 946 | |
Amortization expense | $ 203 | $ 113 | |
Weighted average remaining life | 5 years | 5 years 1 month 6 days |
Identified Intangible Liabili64
Identified Intangible Liabilities, Net - Summary of Amortization Expense on Below Market Leases (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Intangible Liabilities [Abstract] | |
2,017 | $ 450 |
2,018 | 477 |
2,019 | 392 |
2,020 | 263 |
2,021 | 146 |
Thereafter | 285 |
Finite Lived Intangible Liabilities Net | $ 2,013 |
Redeemable Noncontrolling Int65
Redeemable Noncontrolling Interest (Details) - USD ($) | Jan. 15, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Mar. 31, 2017 | Dec. 01, 2015 |
Redeemable Noncontrolling Interest [Line Items] | |||||||
Contribution from noncontrolling interest | $ 2,000 | $ 5,334,000 | $ 925,000 | ||||
Number of limited partnership units issued to non controlling | 222 | ||||||
Percentage of ownership in operating partnership | 99.99% | 99.99% | 99.99% | ||||
Percentage of limited partnership interest | 0.01% | 0.01% | |||||
Changes in the carrying amount of redeemable noncontrolling interest [Roll Forward] | |||||||
Beginning balance | 31,507,000 | 22,987,000 | |||||
Addition | 635,000 | 0 | |||||
Reclassification from equity | 195,000 | 0 | |||||
Distribution | (223,000) | 0 | |||||
Fair value adjustment to redemption value | 464,000 | 0 | |||||
Net loss attributable to redeemable noncontrolling interests | (412,000) | 0 | |||||
Ending balance | $ 32,166,000 | $ 22,987,000 | $ 22,987,000 | $ 31,507,000 | $ 32,166,000 | ||
Trilogy Joint Venture [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Joint venture ownership interest | 70.00% | 70.00% | 70.00% | ||||
Trilogy Investors, LLC [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Ownership percentage equity interest | 96.67% | 96.67% | 96.70% | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 3.30% | 3.30% | 3.30% |
Equity Accumulated Other Compre
Equity Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance Stockholders' Equity | $ 1,418,553 | $ 1,683,258 |
Net change in current period | 142 | (501) |
Ending balance Stockholders' Equity | 1,395,252 | 1,622,124 |
AOCI Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance Stockholders' Equity | (3,029) | (506) |
Net change in current period | 142 | (501) |
Ending balance Stockholders' Equity | $ (2,887) | $ (1,007) |
Equity (Detail)
Equity (Detail) | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 05, 2016$ / shares | Dec. 01, 2015 | Jul. 01, 2015shares | Feb. 26, 2014USD ($)$ / shares | Jan. 15, 2013USD ($)shares | Mar. 31, 2017USD ($)shares$ / sharesRate | Mar. 31, 2016USD ($)$ / sharesshares | Apr. 21, 2015shares | Mar. 31, 2017USD ($)shares$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2017USD ($)shares$ / shares | Jan. 06, 2016USD ($) | Dec. 31, 2015shares | Mar. 25, 2015USD ($) |
Related party transaction, expenses from transactions with related party | $ 6,765,000 | $ 6,520,000 | |||||||||||||
Number of limited partnership units issued to non controlling | shares | 222 | ||||||||||||||
Net earning of joint venture allocated to noncontrolling interest | 30.00% | 30.00% | |||||||||||||
Contribution from noncontrolling interest | $ 2,000 | $ 5,334,000 | $ 925,000 | ||||||||||||
Share repurchase plan percentage of price per-share condition two | 95.00% | 100.00% | 100.00% | 100.00% | 95.00% | 100.00% | |||||||||
Issuance of common stock under the DRIP, shares | shares | 13,394,914 | 15,135,298 | |||||||||||||
Granted (in shares) | shares | 60,000 | ||||||||||||||
Maximum percentage of common stock repurchased during period | 5.00% | ||||||||||||||
Common stock repuchased during period under share repurchase plan, shares | shares | 802,393 | 248,483 | 2,627,695 | 3,430,088 | |||||||||||
Stock repuchased during period value under the share repurchase plan, value | $ 7,128,000 | $ 2,351,000 | $ 24,702,000 | $ 31,830,000 | |||||||||||
Stock acquired average cost per share | $ / shares | $ 8.88 | $ 9.47 | $ 9.40 | $ 9.28 | |||||||||||
Number of shares of preferred stock, authorized to be issued | shares | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||
Par value of preferred stock, authorized to be issued | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Issuance of common stock under the DRIP | $ 15,681,000 | $ 16,110,000 | $ 126,673,000 | $ 142,354,000 | |||||||||||
Number of shares of common stock, authorized to be issued | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||
Common stock, shares outstanding | shares | 195,780,039 | 196,718,030 | 196,718,030 | 195,780,039 | 196,718,030 | ||||||||||
Share repurchase plan holding period | 1 year | 1 year | |||||||||||||
Share Repurchase Plan Percentage of Price per-Share Condition One | 92.50% | 92.50% | 92.50% | ||||||||||||
Stock based compensation | $ 43,000 | 23,000 | |||||||||||||
Preferred Stock, Value, Subscriptions | $ 125,000 | ||||||||||||||
Preferred Stock, Dividend Rate, Percentage | Rate | 12.50% | ||||||||||||||
Common stock, shares, issued | shares | 195,780,039 | 196,718,030 | 196,718,030 | 195,780,039 | 196,718,030 | ||||||||||
Share Repurchase Plan Percentage of Price per-Share Condition Three | 97.50% | 97.50% | |||||||||||||
Share Repurchase Plan Percentage of Price per-Share Condition Four | 100.00% | 100.00% | |||||||||||||
Acquisition Expenses [Member] | |||||||||||||||
Related party transaction, expenses from transactions with related party | $ 0 | 0 | |||||||||||||
Development Fees [Member] | |||||||||||||||
Related party transaction, expenses from transactions with related party | $ 0 | 0 | |||||||||||||
Griffin American Advisor [Member] | |||||||||||||||
Stock purchased | shares | 22,222 | ||||||||||||||
Value of stock purchased | $ 200,000 | ||||||||||||||
Restricted Stock [Member] | |||||||||||||||
Granted (in shares) | shares | 0 | ||||||||||||||
Two Thousand Thirteen Incentive Plan [Member] | Common Stock [Member] | |||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | shares | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||
Two Thousand Thirteen Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||||||
Stock based compensation | $ 43,000 | 23,000 | |||||||||||||
Total unrecognized compensation expense | $ 233,000 | $ 190,000 | $ 190,000 | $ 233,000 | $ 190,000 | ||||||||||
Allocated share based unrecognized compensation expense net of estimated forfeitures weighted average remaining period | 1 year 5 months 22 days | ||||||||||||||
Two Thousand Thirteen Incentive Plan [Member] | Restricted Stock [Member] | Independent Director [Member] | |||||||||||||||
Granted (in shares) | shares | 30,000 | 30,000 | |||||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options vesting percentage | 20.00% | 20.00% | 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% | 20.00% | 20.00% | ||||||||||||
Number of anniversaries of grant date to vest | shares | 4 | 4 | 4 | ||||||||||||
Fair value of stocks at grant date | $ / shares | $ 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 | $ 390,000 | $ 390,000 | $ 390,000 | $ 390,000 | $ 390,000 | ||||||||||
DRIP S-3 Public Offering [Member] | |||||||||||||||
Issuance of common stock under the DRIP, shares | shares | 13,186,735 | ||||||||||||||
Issuance of common stock under the DRIP | $ 123,844,000 | ||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 250,000,000 | ||||||||||||||
DRIP [Member] | |||||||||||||||
Subscriptions in offering of common stock received and accepted shares | shares | 1,948,563 | ||||||||||||||
Percentage of offering price | 95.00% | ||||||||||||||
Maximum amount of common stock issuable under public offering | $ 35,000,000 | ||||||||||||||
Share price | $ / shares | $ 9.01 | $ 9.50 | |||||||||||||
Price per share, percentage | 95.00% | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Subscriptions in offering of common stock received and accepted shares | shares | 184,930,598 | ||||||||||||||
Additional Paid-In Capital [Member] | |||||||||||||||
Issuance of common stock under the DRIP | $ 15,663,000 | $ 16,093,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Issuance of common stock under the DRIP, shares | shares | 1,740,384 | 1,695,026 | |||||||||||||
Issuance of common stock under the DRIP | $ 18,000 | $ 17,000 | |||||||||||||
Shares, Issued | shares | 195,780,039 | 196,718,030 | 192,581,701 | 196,718,030 | 195,780,039 | 196,718,030 | 191,135,158 | ||||||||
Parent [Member] | |||||||||||||||
Issuance of common stock under the DRIP | $ 15,681,000 | $ 16,110,000 | |||||||||||||
NorthStar Healthcare Income, Inc. [Member] | |||||||||||||||
Joint venture ownership interest | 30.00% | 30.00% | 30.00% | ||||||||||||
Trilogy Investors, LLC [Member] | |||||||||||||||
Ownership percentage equity interest | 96.70% | 96.67% | 96.67% | 96.67% | |||||||||||
Trilogy Joint Venture [Member] | |||||||||||||||
Joint venture ownership interest | 70.00% | 70.00% | 70.00% | 70.00% | |||||||||||
Lakeview IN Medical Plaza [Member] | |||||||||||||||
Joint venture ownership interest | 86.00% | 86.00% | 86.00% | ||||||||||||
Joint venture earnings percentage allocation | 14.00% | 14.00% | 14.00% | ||||||||||||
Trilogy Joint Venture [Member] | Profits Interests [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||
Stock based compensation | $ 0 | $ 195,000 |
Equity - Status and Changes of
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock (Detail) | 3 Months Ended | 37 Months Ended |
Mar. 31, 2017$ / sharesshares | Mar. 31, 2017$ / sharesshares | |
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock [Roll Forward] | ||
Granted (in shares) | 60,000 | |
Restricted Stock [Member] | ||
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock [Roll Forward] | ||
Beginning balance (in shares) - December 31, 2016 | 39,000 | |
Granted (in shares) | 0 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) - March 31, 2017 | 39,000 | 39,000 |
Expected to vest — March 31, 2017 | 39,000 | 39,000 |
Beginning balance (in dollars per share) - December 31, 2016 | $ / shares | $ 10 | |
Granted (in dollars per share) | $ / shares | 0 | |
Vested (in dollars per share) | $ / shares | 0 | |
Forfeited (in dollars per share) | $ / shares | 0 | |
Ending balance (in dollars per share) - March 31, 2017 | $ / shares | 10 | $ 10 |
Expected to vest — March 31, 2017 | $ / shares | $ 10 | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended | 23 Months Ended | 37 Months Ended | |||
Mar. 31, 2017USD ($)Campusshares | Mar. 31, 2016USD ($)shares | Dec. 31, 2016 | Mar. 31, 2017 | Jan. 01, 2015 | Mar. 05, 2014 | |
Related Party Transaction [Line Items] | ||||||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | ||||
Related party transaction, expenses from transactions with related party | $ 6,765,000 | $ 6,520,000 | ||||
Number of integrated senior health campuses disposed of | Campus | 1 | |||||
Asset Management Fees | $ 4,646,000 | $ 3,894,000 | ||||
Advisor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Acquisition price for any real estate-related investment we originate or acquire | 2.00% | |||||
Percentage of contract purchase price paid acquisition fee, in cash | 2.25% | |||||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | 6.00% | |||
Asset Management Fee Percent | 0.75% | |||||
Subordinated asset management fee subject to stockholders receiving distributions, percentage | 5.00% | 5.00% | ||||
Minimum percentage of lease fee | 3.00% | 3.00% | ||||
Maximum percentage of lease fee | 6.00% | 6.00% | ||||
Maximum percentage of construction management fee | 5.00% | 5.00% | ||||
Percentage Of Operating Expenses Of Average Invested Asset | 2.00% | 2.00% | ||||
Percentage Of Operating Expense Of Net Income | 25.00% | 25.00% | ||||
Disposition fees as percentage of contract sales price | 2.00% | 2.00% | ||||
Disposition fees as percentage of customary competitive real estate commission | 50.00% | 50.00% | ||||
Maximum percentage of disposition fee | 6.00% | 6.00% | ||||
Percentage Of Property Oversight Fees | 1.00% | 1.00% | ||||
Percentage Of Property Oversight Fees - Multiple Tenants | 1.50% | 1.50% | ||||
Construction Management Fee [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 4,000 | $ 1,000 | ||||
Operating Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 54,000 | $ 7,000 | ||||
Percentage of operating expenses of average invested assets | 1.00% | |||||
Percentage of operating expenses of net income | 15.70% | |||||
Acquistion Fees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related parties transactions acquisition fees, shares issued | shares | 0 | 0 | ||||
Related party transaction, expenses from transactions with related party | $ 1,437,000 | $ 1,985,000 | ||||
Acquisition Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | 0 | 0 | ||||
Property Management Fee [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | 597,000 | 633,000 | ||||
Lease Commissions [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 27,000 | $ 0 | ||||
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% | ||||
Annual cumulative non compounded return on gross proceeds from sale of shares | 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% | ||||
Annual cumulative non compounded return upon listing of shares | 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% | ||||
Distribution rate of partnership amount to sub advisor | 15.00% | 15.00% | ||||
Board of Directors Chairman [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment rate by officer | 100.00% | |||||
President [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment rate by officer | 100.00% | |||||
Executive Vice President [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment rate by officer | 100.00% | 100.00% | ||||
Chief Financial Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment rate by officer | 15.00% | |||||
Senior Vice President [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment rate by officer | 15.00% | |||||
Secretary [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment rate by officer | 10.00% | |||||
Vice President [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment rate by officer | 15.00% | |||||
Jeffrey T. Hanson, Danny Prosky, and Mathieu B. Streiff [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment rate by officer | 100.00% |
Related Party Transactions - Re
Related Party Transactions - Related Party Description (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 6,765 | $ 6,520 |
Development Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | 0 | 0 |
Acquisition Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | 0 | 0 |
Construction Management Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 4 | $ 1 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amount Outstanding to Affiliates (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 2,029 | $ 2,186 |
Operating Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 12 | 16 |
Development Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 0 | 105 |
Asset And Property Management Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 1,792 | 1,736 |
Acquistion Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 202 | 202 |
Lease Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 17 | 89 |
Construction Management Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 6 | $ 38 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Liabilities: | ||||
Contingent consideration obligations | $ 8,993 | $ 8,992 | ||
Fair Value, Measurements, Recurring [Member] | ||||
Assets: | ||||
Derivative financial instrument | 2,318 | 1,982 | ||
Contingent consideration receivables | 0 | 0 | ||
Total assets at fair value | 2,318 | 1,982 | ||
Liabilities: | ||||
Contingent consideration obligations | 8,993 | 8,992 | ||
Warrants | 1,250 | 1,250 | ||
Total liabilities at fair value | 10,243 | 10,242 | ||
Fair Value, Inputs, (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Assets: | ||||
Derivative financial instrument | 0 | 0 | ||
Contingent consideration receivables | 0 | 0 | ||
Total assets at fair value | 0 | 0 | ||
Liabilities: | ||||
Contingent consideration obligations | 0 | 0 | ||
Warrants | 0 | 0 | ||
Total liabilities at fair value | 0 | 0 | ||
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Assets: | ||||
Derivative financial instrument | 2,318 | 1,982 | ||
Contingent consideration receivables | 0 | 0 | ||
Total assets at fair value | 2,318 | 1,982 | ||
Liabilities: | ||||
Contingent consideration obligations | 0 | 0 | ||
Warrants | 0 | 0 | ||
Total liabilities at fair value | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Assets: | ||||
Derivative financial instrument | 0 | 0 | ||
Contingent consideration receivables | 0 | 0 | ||
Total assets at fair value | 0 | 0 | ||
Liabilities: | ||||
Contingent consideration obligations | 8,993 | 8,992 | ||
Warrants | 1,250 | 1,250 | ||
Total liabilities at fair value | 10,243 | 10,242 | ||
Contingent Consideration Obligations [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 8,993 | $ 5,196 | $ 8,992 | $ 5,912 |
Liabilities: | ||||
Additions to contingent consideration obligations | 0 | 0 | ||
Realized/unrealized losses (gains) recognized in earnings | 1 | (366) | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 0 | $ 350 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended | |||
Mar. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | Oct. 31, 2016USD ($) | Mar. 17, 2015USD ($) | |
Business Acquisitions [Line Items] | ||||
Contingent consideration obligations | $ 8,993,000 | $ 8,992,000 | ||
King of Prussia PA MOB [Member] | Contingent Consideration Obligation [Member] | ||||
Business Acquisitions [Line Items] | ||||
Contingent consideration obligations fair value disclosure | 50,000 | 50,000 | ||
North Carolina ALF Portfolio [Member] | Contingent Consideration Obligation [Member] | ||||
Business Acquisitions [Line Items] | ||||
Business combination, contingent consideration arrangements, range of outcomes, value, high | 35,144,000 | |||
Contingent Consideration Obligations Payment | $ 10,000,000 | |||
Business combination, contingent consideration arrangements, range of outcomes, value, low | 0 | |||
Contingent consideration obligations fair value disclosure | $ 8,943,000 | 8,942,000 | ||
Contingent consideration period earnout payment is based on | 3 months | |||
Fair Value, Measurements, Recurring [Member] | ||||
Business Acquisitions [Line Items] | ||||
Contingent consideration obligations | $ 8,993,000 | 8,992,000 | ||
Warrants | 1,250,000 | 1,250,000 | ||
Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Business Acquisitions [Line Items] | ||||
Contingent consideration obligations | 8,993,000 | 8,992,000 | ||
Warrants | $ 1,250,000 | $ 1,250,000 | ||
Contingent Consideration Asset [Member] | Mt. Juliet TN MOB [Member] [Member] | ||||
Business Acquisitions [Line Items] | ||||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 240,000 | |||
Business combination, contingent consideration arrangements, range of outcomes, value, low | $ 0 | |||
Seller square feet lease criteria | ft² | 6,611 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Inputs (Details) - Fair Value, Measurements, Nonrecurring [Member] - Significant Unobservable Inputs (Level 3) [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
North Carolina ALF Portfolio - North Raleigh and Mooresville [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Input, Tenants Earnings | $ 3,476 | $ 3,459 |
Timing of payment | Jan. 27, 2018 | Jan. 27, 2018 |
Applicable rate, as defined | 7.20% | 7.20% |
Discount rate per annum | 1.20% | 1.20% |
Percentage of eligible payment requested | 100.00% | 100.00% |
North Carolina ALF Portfolio - Clemmons [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Input, Tenants Earnings | $ 1,734 | $ 1,753 |
Timing of payment | Jun. 28, 2018 | Jun. 28, 2018 |
Applicable rate, as defined | 7.20% | 7.20% |
Discount rate per annum | 1.20% | 1.20% |
Percentage of eligible payment requested | 100.00% | 100.00% |
Timing two of payment | Jun. 28, 2018 | |
King of Prussia PA MOB [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Percentage of total unoccupied square footage leased up | 100.00% | 100.00% |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Contingent Consideration Assets and Obligations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Contingent Consideration Asset [Member] | ||
Contingent Consideration Asset: | ||
Beginning balance | $ 0 | $ 0 |
Additions to contingent consideration receivable | 0 | 0 |
Realized/unrealized (gains) losses recognized in earnings | 0 | 0 |
Ending balance | 0 | 0 |
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to asset still held | 0 | 0 |
Contingent Consideration Obligations [Member] | ||
Contingent Consideration Obligation: | ||
Beginning balance | 8,992 | 5,912 |
Additions to contingent consideration obligations | 0 | 0 |
Realized/unrealized losses (gains) recognized in earnings | 1 | (366) |
Settlements of obligations | 0 | (350) |
Ending balance | 8,993 | 5,196 |
Amount of total losses (gains) included in earnings attributable to the change in unrealized (gains) losses related to obligations still held | $ 1 | $ (366) |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | ||
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | ||||||
Real estate notes receivable | $ 34,788 | $ 36,205 | ||||
Real estate notes receivable, fair value | 35,737 | 37,231 | ||||
Investment | 65,484 | 64,912 | ||||
Investment, fair value | 94,770 | 94,320 | ||||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||||||
Mortgage loans payable, net | 486,509 | [1] | 495,717 | [1] | $ 310,215 | $ 295,270 |
Mortgage loans payable, net fair value | 477,395 | 495,532 | ||||
Lines of credit and term loan, net | 704,838 | 639,693 | ||||
Line of credit and term loan, net fair value | $ 711,871 | $ 647,336 | ||||
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2017 and December 31, 2016 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2016 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $408,000,000 and $391,000,000 as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
Income Taxes -Income (loss) bef
Income Taxes -Income (loss) before income tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (7,262) | $ (45,976) |
Foreign | (478) | (27) |
Loss before income taxes | $ (7,740) | $ (46,003) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Examination [Line Items] | ||
Federal deferred | $ (2,343) | $ (3,745) |
State deferred | (232) | (425) |
Foreign deferred | (63) | 0 |
Federal current | 0 | 1,078 |
Foreign current | 64 | (19) |
Valuation allowances | 2,361 | 4,170 |
Total income tax expense | $ (213) | $ 1,059 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands | 3 Months Ended | 51 Months Ended | |
Mar. 31, 2017Acquisition | Mar. 31, 2016USD ($)Acquisition | Mar. 31, 2017Building | |
Business Acquisitions [Line Items] | |||
Number of acquisition completed from unaffiliated parties | 0 | ||
Number of buildings acquired from unaffiliated parties | Building | 98 | ||
Two Thousand Sixteen Acquisitions [Member] | |||
Business Acquisitions [Line Items] | |||
Number of acquisition completed from unaffiliated parties | 6 | ||
Number of buildings acquired from unaffiliated parties | 8 | ||
Contract Purchase Price | $ | $ 89,635 | ||
Business Combination, Acquisition Related Costs, Closing Costs And Acquisition Fees | $ | $ 3,149 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Detail) | Mar. 31, 2017USD ($)segment | Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 6 | 6 | ||
Revenues: | ||||
Resident fees and services | $ 225,053,000 | $ 218,355,000 | ||
Real estate revenue | 31,348,000 | 30,150,000 | ||
Total revenues | 256,401,000 | 248,505,000 | ||
Expenses: | ||||
Property operating expenses | 199,099,000 | 192,998,000 | ||
Rental expenses | 8,395,000 | 6,731,000 | ||
Segment net operating income (loss) | 48,907,000 | 48,776,000 | ||
Operating Expenses | ||||
General and administrative | 7,863,000 | 6,894,000 | ||
Acquisition related expenses | 318,000 | 3,415,000 | ||
Depreciation and amortization | 29,822,000 | 70,896,000 | ||
Loss from operations | 10,904,000 | (32,429,000) | ||
Other income (expense): | ||||
Interest expense (including amortization of deferred financing costs and debt discount/premium) | (14,595,000) | (9,447,000) | ||
Gain (loss) in fair value of derivative financial instruments | 336,000 | (260,000) | ||
Impairment of real estate investment | (3,969,000) | 0 | ||
Loss from unconsolidated entities | (962,000) | (2,616,000) | ||
Foreign currency gain (loss) | 513,000 | (1,475,000) | ||
Interest and other income | 33,000 | 224,000 | ||
Loss before income taxes | (7,740,000) | (46,003,000) | ||
Income tax benefit (expense) | 213,000 | (1,059,000) | ||
Net loss | (7,527,000) | (47,062,000) | ||
Assets by Reportable Segment | ||||
Total assets | $ 2,802,668,000 | 2,802,668,000 | $ 2,794,518,000 | |
Goodwill | 75,265,000 | 75,265,000 | 75,265,000 | |
Segments, Geographical Areas | ||||
Real estate investments, net | 2,178,094,000 | 2,178,094,000 | 2,138,981,000 | |
United States [Member] | ||||
Revenues: | ||||
Total revenues | 255,274,000 | 247,258,000 | ||
Segments, Geographical Areas | ||||
Real estate investments, net | 2,128,079,000 | 2,128,079,000 | 2,089,247,000 | |
International [Member] | ||||
Revenues: | ||||
Total revenues | 1,127,000 | 1,247,000 | ||
Segments, Geographical Areas | ||||
Real estate investments, net | 50,015,000 | 50,015,000 | 49,734,000 | |
Medical Office Building [Member] | ||||
Revenues: | ||||
Resident fees and services | 0 | 0 | ||
Real estate revenue | 19,525,000 | 17,082,000 | ||
Total revenues | 19,525,000 | 17,082,000 | ||
Expenses: | ||||
Property operating expenses | 0 | 0 | ||
Rental expenses | 7,451,000 | 6,090,000 | ||
Segment net operating income (loss) | 12,074,000 | 10,992,000 | ||
Assets by Reportable Segment | ||||
Total assets | 668,797,000 | 668,797,000 | 699,381,000 | |
Skilled Nursing Facilities [Member] | ||||
Revenues: | ||||
Resident fees and services | 0 | 0 | ||
Real estate revenue | 3,691,000 | 1,156,000 | ||
Total revenues | 3,691,000 | 1,156,000 | ||
Expenses: | ||||
Property operating expenses | 0 | 0 | ||
Rental expenses | 400,000 | 75,000 | ||
Segment net operating income (loss) | 3,291,000 | 1,081,000 | ||
Assets by Reportable Segment | ||||
Total assets | 130,129,000 | 130,129,000 | 129,984,000 | |
Hospitals [Member] | ||||
Revenues: | ||||
Resident fees and services | 0 | 0 | ||
Real estate revenue | 3,023,000 | 7,205,000 | ||
Total revenues | 3,023,000 | 7,205,000 | ||
Expenses: | ||||
Property operating expenses | 0 | 0 | ||
Rental expenses | 384,000 | 437,000 | ||
Segment net operating income (loss) | 2,639,000 | 6,768,000 | ||
Assets by Reportable Segment | ||||
Total assets | 125,475,000 | 125,475,000 | 127,258,000 | |
Senior Housing [Member] | ||||
Revenues: | ||||
Resident fees and services | 0 | 0 | ||
Real estate revenue | 5,109,000 | 4,707,000 | ||
Total revenues | 5,109,000 | 4,707,000 | ||
Expenses: | ||||
Property operating expenses | 0 | 0 | ||
Rental expenses | 160,000 | 129,000 | ||
Segment net operating income (loss) | 4,949,000 | 4,578,000 | ||
Assets by Reportable Segment | ||||
Total assets | 227,620,000 | 227,620,000 | 212,314,000 | |
Senior Housing-RIDEA [Member] | ||||
Revenues: | ||||
Resident fees and services | 15,864,000 | 15,298,000 | ||
Real estate revenue | 0 | 0 | ||
Total revenues | 15,864,000 | 15,298,000 | ||
Expenses: | ||||
Property operating expenses | 10,920,000 | 10,485,000 | ||
Rental expenses | 0 | 0 | ||
Segment net operating income (loss) | 4,944,000 | 4,813,000 | ||
Assets by Reportable Segment | ||||
Total assets | 283,815,000 | 283,815,000 | 286,058,000 | |
Integrated Senior Health Campuses [Member] | ||||
Revenues: | ||||
Resident fees and services | 209,189,000 | 203,057,000 | ||
Real estate revenue | 0 | 0 | ||
Total revenues | 209,189,000 | 203,057,000 | ||
Expenses: | ||||
Property operating expenses | 188,179,000 | 182,513,000 | ||
Rental expenses | 0 | 0 | ||
Segment net operating income (loss) | 21,010,000 | $ 20,544,000 | ||
Assets by Reportable Segment | ||||
Total assets | 1,358,631,000 | 1,358,631,000 | 1,330,597,000 | |
Other Segments [Member] | ||||
Assets by Reportable Segment | ||||
Total assets | $ 8,201,000 | $ 8,201,000 | $ 8,926,000 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | Mar. 31, 2017segmentState | Mar. 31, 2017segmentState |
Concentration of Credit Risk | ||
Concentration Risk, Number Of States That Generated At Least Ten Percent Of Annualized Base Rent | State | 1 | 1 |
Number of reportable segments | segment | 6 | 6 |
Minimum percent share of annualized base rent accounted by tenants | 10.00% | 10.00% |
Minimum percent share of each state annualized base rent that company owned | 10.00% | 10.00% |
Integrated Senior Health Campuses [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 43.20% | 43.20% |
Medical Office Building [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 30.00% | 30.00% |
Senior Housing-RIDEA [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 10.40% | 10.40% |
Hospitals [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 4.10% | 4.10% |
Senior Housing [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 6.30% | 6.30% |
Skilled Nursing Facilities [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 6.00% | 6.00% |
INDIANA | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 35.40% | 35.40% |
Per Share Data (Detail)
Per Share Data (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Participating securities, distributed and undistributed earnings (loss), basic | $ 6,000 | $ 3,000 |
Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 39,000 | 21,000 |
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
Subsequent Events - Additional Information (Detail) | May 12, 2017USD ($) | May 03, 2017Building | May 01, 2017USD ($)Campus | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($)Building | Dec. 31, 2016USD ($) |
Subsequent Events [Line Items] | |||||||
Number of buildings acquired from unaffiliated parties | Building | 98 | ||||||
Debt Instrument, Periodic Payment, Principal | $ 1,549,000 | $ 1,368,000 | |||||
Mortgage loans payable, gross | 506,813,000 | $ 506,813,000 | $ 517,057,000 | ||||
Borrowings under the lines of credit and term loan | $ 205,699,000 | $ 135,503,000 | |||||
Subsequent Event [Member] | |||||||
Subsequent Events [Line Items] | |||||||
Number of buildings acquired from unaffiliated parties | Building | 1 | ||||||
Ownership percentage of properties | 100.00% | ||||||
Percentage of contract purchase price paid acquisition fee, in cash | 2.25% | ||||||
Number of integrated senior health campuses disposed | Campus | 1 | ||||||
Contract sales price of disposition | $ 17,000,000 | ||||||
Debt Instrument, Periodic Payment, Principal | $ 93,150,000 | ||||||
Mortgage loans payable, gross | 72,019,000 | ||||||
Trilogy Propco Line Of Credit [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||
Subsequent Events [Line Items] | |||||||
Borrowings under the lines of credit and term loan | $ 21,600,000 |
Subsequent Events - Summary of
Subsequent Events - Summary of Acquisitions of Properties (Detail) - Subsequent Event [Member] - New London CT MOB [Member] | May 03, 2017USD ($) |
Summary of Acquisitions of Properties [Line Items] | |
Type | Medical Office |
Date Acquired | May 3, 2017 |
Contract Purchase Price | $ 4,850,000 |
Lines of credit related to acquisition of properties | 4,000,000 |
Acquisition fee | $ 109,000 |