Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Griffin-American Healthcare REIT III, Inc. | |
Entity Central Index Key | 0001566912 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 194,166,914 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
ASSETS | |||
Real estate investments, net | $ 2,279,757 | $ 2,270,421 | |
Debt security investment, net | 73,476 | 72,717 | |
Cash and cash equivalents | 44,683 | 53,149 | |
Accounts and other receivables, net | 139,848 | 144,130 | |
Restricted cash | 36,831 | 36,731 | |
Real estate deposits | 38 | 223 | |
Identified intangible assets, net | 159,031 | 160,247 | |
Goodwill | 75,309 | 75,309 | |
Operating lease right-of-use assets, net | 218,031 | 219,187 | |
Other assets, net | 140,045 | 140,175 | |
Total assets | 3,167,049 | 3,172,289 | |
Liabilities: | |||
Mortgage loans payable, net | [1] | 797,774 | 792,870 |
Lines of credit and term loans | [1] | 834,379 | 815,879 |
Accounts payable and accrued liabilities | [1] | 161,829 | 171,394 |
Accounts payable due to affiliates | [1] | 2,238 | 2,321 |
Identified intangible liabilities, net | 570 | 663 | |
Financing obligations | [1] | 29,303 | 30,918 |
Operating lease liabilities | [1] | 206,922 | 207,371 |
Security deposits, prepaid rent and other liabilities | [1] | 55,361 | 48,105 |
Total liabilities | 2,088,376 | 2,069,521 | |
Commitments and contingencies | |||
Redeemable noncontrolling interests | 44,543 | 44,105 | |
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; 195,365,495 and 193,967,474 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 1,953 | 1,939 | |
Additional paid-in capital | 1,741,580 | 1,728,421 | |
Accumulated deficit | (866,614) | (827,550) | |
Accumulated other comprehensive loss | (2,788) | (2,255) | |
Total stockholders’ equity | 874,131 | 900,555 | |
Noncontrolling interests | 159,999 | 158,108 | |
Total equity | 1,034,130 | 1,058,663 | |
Total liabilities, redeemable noncontrolling interests and equity | $ 3,167,049 | $ 3,172,289 | |
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2020 and December 31, 2019 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT III Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2019 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $562,500,000 and $557,000,000 as of March 31, 2020 and December 31, 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
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 | 195,365,495 | 193,967,474 | |
Common stock, shares outstanding | 195,365,495 | 193,967,474 | |
Lines of credit and term loans | [1] | $ 834,379 | $ 815,879 |
2019 Corporate Line of Credit [Member] | Line of Credit [Member] | |||
Lines of credit and term loans | $ 562,500 | $ 557,000 | |
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2020 and December 31, 2019 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT III Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2019 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $562,500,000 and $557,000,000 as of March 31, 2020 and December 31, 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Resident fees and services | $ 289,926 | $ 268,282 |
Real estate revenue | 30,118 | 32,776 |
Total revenues | 320,044 | 301,058 |
Expenses: | ||
Property operating expenses | 255,740 | 234,952 |
Rental expenses | 8,170 | 8,425 |
General and administrative | 6,574 | 6,917 |
Acquisition related expenses | 234 | (696) |
Depreciation and amortization | 25,087 | 25,628 |
Total expenses | 295,805 | 275,226 |
Other income (expense): | ||
Interest expense (including amortization of deferred financing costs and debt discount/premium) | (18,534) | (19,059) |
Loss in fair value of derivative financial instruments | (8,183) | (560) |
Impairment of real estate investments | (5,102) | 0 |
Loss from unconsolidated entities | (904) | (454) |
Foreign currency (loss) gain | (3,065) | 1,042 |
Other income | 555 | 208 |
(Loss) income before income taxes | (10,994) | 7,009 |
Income tax benefit (expense) | 3,211 | (151) |
Net (loss) income | (7,783) | 6,858 |
Less: net income attributable to noncontrolling interests | (2,127) | (1,348) |
Net (loss) income attributable to controlling interest | $ (9,910) | $ 5,510 |
Net (loss) income per common share attributable to controlling interest — basic and diluted | $ (0.05) | $ 0.03 |
Weighted average number of common shares outstanding — basic and diluted | 194,844,516 | 198,400,657 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments | $ (533) | $ 219 |
Total other comprehensive (loss) income | (533) | 219 |
Comprehensive (loss) income | (8,316) | 7,077 |
Less: comprehensive income attributable to noncontrolling interests | (2,127) | (1,348) |
Comprehensive (loss) income attributable to controlling interest | $ (10,443) | $ 5,729 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests | |
Beginning balance, Shares at Dec. 31, 2018 | 197,557,377 | |||||||
Beginning balance Stockholders' Equity at Dec. 31, 2018 | $ 1,218,635 | $ 1,060,507 | $ 1,975 | $ 1,765,840 | $ (704,748) | $ (2,560) | $ 158,128 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Offering costs — common stock | (83) | (83) | (83) | |||||
Issuance of common stock under the DRIP, shares | 1,515,098 | |||||||
Issuance of common stock under the DRIP | 14,196 | 14,196 | $ 15 | 14,181 | ||||
Amortization of nonvested common stock compensation | 43 | 43 | 43 | |||||
Stock based compensation | 195 | 195 | ||||||
Repurchase of common stock, shares | (3,883,716) | |||||||
Repurchase of common stock | (36,486) | (36,486) | $ (39) | (36,447) | ||||
Contributions from noncontrolling interests | 3,000 | 3,000 | ||||||
Distributions to noncontrolling interests | (1,817) | (1,817) | ||||||
Reclassification of noncontrolling interests to mezzanine equity | (195) | (195) | ||||||
Fair value adjustment to redeemable noncontrolling interests | 253 | 177 | 177 | 76 | ||||
Distributions declared ($0.15 per share) | (29,360) | (29,360) | (29,360) | |||||
Net income (loss) | 6,718 | 5,510 | 5,510 | 1,208 | [1] | |||
Other comprehensive income (loss) | 219 | 219 | 219 | |||||
Ending balance, Shares at Mar. 31, 2019 | 195,188,759 | |||||||
Ending balance Stockholders' Equity at Mar. 31, 2019 | 1,175,318 | 1,014,723 | $ 1,951 | 1,743,711 | (728,598) | (2,341) | 160,595 | |
Ending balance, Shares at Mar. 31, 2020 | 195,365,495 | |||||||
Ending balance Stockholders' Equity at Mar. 31, 2020 | 1,034,130 | 874,131 | $ 1,953 | 1,741,580 | (866,614) | (2,788) | 159,999 | |
Beginning balance, Shares at Dec. 31, 2019 | 193,967,474 | |||||||
Beginning balance Stockholders' Equity at Dec. 31, 2019 | 1,058,663 | 900,555 | $ 1,939 | 1,728,421 | (827,550) | (2,255) | 158,108 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock under the DRIP, shares | 1,398,021 | |||||||
Issuance of common stock under the DRIP | 13,141 | 13,141 | $ 14 | 13,127 | ||||
Amortization of nonvested common stock compensation | 43 | 43 | 43 | |||||
Stock based compensation | 195 | 195 | ||||||
Distributions to noncontrolling interests | (4) | (4) | ||||||
Reclassification of noncontrolling interests to mezzanine equity | (195) | (195) | ||||||
Fair value adjustment to redeemable noncontrolling interests | (15) | (11) | (11) | (4) | ||||
Distributions declared ($0.15 per share) | (29,154) | (29,154) | (29,154) | |||||
Net income (loss) | (8,011) | (9,910) | (9,910) | 1,899 | [1] | |||
Other comprehensive income (loss) | (533) | (533) | (533) | |||||
Ending balance, Shares at Mar. 31, 2020 | 195,365,495 | |||||||
Ending balance Stockholders' Equity at Mar. 31, 2020 | $ 1,034,130 | $ 874,131 | $ 1,953 | $ 1,741,580 | $ (866,614) | $ (2,788) | $ 159,999 | |
[1] | For the three months ended March 31, 2020 and 2019, amounts exclude $228,000 and $140,000, respectively, of net income attributable to redeemable noncontrolling interests. See Note 12, Redeemable Noncontrolling Interests, for a further discussion. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Distribution per share (in usd per share) | $ 0.15 | $ 0.15 |
Net income attributable to redeemable noncontrolling interests | $ 228 | $ 140 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (7,783) | $ 6,858 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 25,087 | 25,628 |
Other amortization | 7,689 | 7,577 |
Deferred rent | (1,096) | (1,746) |
Stock based compensation | 195 | 195 |
Stock based compensation — nonvested restricted common stock | 43 | 43 |
Loss from unconsolidated entities | 904 | 454 |
Bad debt expense | 0 | 448 |
Foreign currency loss (gain) | 3,007 | (1,042) |
Deferred income taxes | (3,329) | 6 |
Change in fair value of contingent consideration | 0 | (681) |
Change in fair value of derivative financial instruments | 8,183 | 560 |
Impairment of real estate investments | 5,102 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 5,039 | (5,756) |
Other assets | (3,104) | 780 |
Accounts payable and accrued liabilities | (6,090) | (132) |
Accounts payable due to affiliates | (35) | 21 |
Security deposits, prepaid rent, operating lease and other liabilities | (7,929) | (7,913) |
Net cash provided by operating activities | 25,883 | 25,300 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions of real estate investments | (1,478) | (16,036) |
Investments in unconsolidated entities | (350) | (1,100) |
Capital expenditures | (37,217) | (16,722) |
Real estate and other deposits | (173) | (187) |
Net cash used in investing activities | (39,218) | (34,045) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under mortgage loans payable | 8,239 | 6,080 |
Payments on mortgage loans payable | (3,137) | (2,867) |
Borrowings under the lines of credit and term loans | 28,500 | 651,501 |
Payments on the lines of credit and term loans | (10,000) | (585,500) |
Payments under financing obligations | (1,615) | (2,133) |
Deferred financing costs | (849) | (6,020) |
Repurchase of common stock | 0 | (36,486) |
Repurchase of stock warrants and redeemable noncontrolling interest | 0 | (78) |
Contributions from noncontrolling interests | 0 | 3,000 |
Distributions to noncontrolling interests | 0 | (1,813) |
Distributions to redeemable noncontrolling interests | 0 | (485) |
Security deposits and other | (3) | (97) |
Distributions paid | (16,032) | (15,227) |
Net cash provided by financing activities | 5,103 | 9,875 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (8,232) | 1,130 |
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (134) | 41 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 89,880 | 72,705 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period | 81,514 | 73,876 |
Cash and cash equivalents at beginning of period | 53,149 | 35,132 |
Restricted cash at beginning of period | 36,731 | 37,573 |
Cash and cash equivalents at end of period | 44,683 | 34,904 |
Restricted cash at end of period | 36,831 | 38,972 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for: Interest | 17,181 | 16,345 |
Cash paid for: Income taxes | 111 | 160 |
Investing Activities: | ||
Accrued capital expenditures | 22,579 | 9,309 |
Capital expenditures from financing obligations | 0 | 2,563 |
Tenant improvement overage | 896 | 313 |
The following represents the increase in certain liabilities in connection with our acquisitions of real estate investments: | ||
Accounts payable and accrued liabilities | 0 | 37 |
Prepaid rent | 0 | 105 |
Financing Activities: | ||
Issuance of common stock under the DRIP | 13,141 | 14,196 |
Distributions declared but not paid | 9,955 | 10,125 |
Reclassification of noncontrolling interests to mezzanine equity | $ 195 | $ 195 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
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 may also originate and acquire other 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. On February 26, 2014, we commenced a best efforts initial public offering, or our initial offering, in which we offered to the public up to $1,900,000,000 in shares of our common stock. As of April 22, 2015, the deregistration date of 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 initial distribution reinvestment plan, or the Initial 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 Initial DRIP. 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 to be issued pursuant to the Initial DRIP, or the 2015 DRIP Offering. We commenced offering shares pursuant to the 2015 DRIP Offering following the deregistration of our initial offering. Effective October 5, 2016, we amended and restated the Initial DRIP, or the Amended and Restated DRIP, to amend the price at which shares of our common stock are issued pursuant to the 2015 DRIP Offering. We continued to offer shares of our common stock pursuant to the 2015 DRIP Offering until the termination and deregistration of such offering on March 29, 2019. As of March 29, 2019, a total of $245,396,000 in distributions were reinvested that resulted in 26,386,545 shares of common stock being issued pursuant to the 2015 DRIP Offering. On January 30, 2019, we filed a Registration Statement on Form S-3 under the Securities Act to register a maximum of $200,000,000 of additional shares of our common stock to be issued pursuant to the Amended and Restated DRIP, or the 2019 DRIP Offering. We commenced offering shares pursuant to the 2019 DRIP Offering on April 1, 2019, following the deregistration of the 2015 DRIP Offering. As of March 31, 2020 , a total of $54,385,000 in distributions were reinvested that resulted in 5,796,607 shares of common stock being issued pursuant to the 2019 DRIP Offering. We collectively refer to the Initial DRIP portion of our initial offering, the 2015 DRIP Offering and the 2019 DRIP Offering as our DRIP Offerings. We conduct substantially all of our operations through Griffin-American Healthcare REIT III Holdings, LP, or our operating partnership. We are externally advised by Griffin-American Healthcare REIT III Advisor, LLC, or Griffin-American Advisor, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor. The Advisory Agreement was effective as of February 26, 2014 and had a one -year initial 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 11, 2020 and expires on February 26, 2021. Our advisor uses its best efforts, subject to the oversight, review and approval of our board of directors, or our board, to, am ong 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 wholly owned subsidiaries of 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, or collectively, our co-sponsors. American Healthcare Investors is 47.1% owned by AHI Group Holdings, LLC, or AHI Group Holdings, 45.1% indirectly owned by Colony Capital, Inc. (NYSE: CLNY), or Colony Capital, and 7.8% owned by James F. Flaherty III, a former partner of Colony Capital. We are not affiliated with Griffin Capital, Griffin Capital Securities, LLC, the dealer manager for our initial offering, or our dealer manager, Colony Capital 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, 2020 , we owned and/or operated 98 properties, comprising 102 buildings, and 118 integrated senior health campuses including completed development projects, or approximately 13,841,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $3,002,533,000 . In addition, as of March 31, 2020 , we also owned a real estate-related investment purchased for $60,429,000 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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 VIEs in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and 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. 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 ar e the sole general partner of our operating partnership, and as of March 31, 2020 and December 31, 2019 , we owned greater than a 99.99% general partnership interest therein. Our advisor is a limited partner, and as of March 31, 2020 and December 31, 2019 , owned less than a 0.01% noncontrolling 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 United States Securities and Exchange Commission, or 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 2019 Annual Report on Form 10-K, as filed with the SEC on March 26, 2020. 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. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through property acquisitions, allowance for credit losses, impairment of long-lived assets and contingencies. 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. Revenue Recognition — Resident Fees and Services Revenue Disaggregation of Resident Fees and Services Revenue The following table disaggregates our resident fees and services revenue by line of business, according to whether such revenue is recognized at a point in time or over time: Three Months Ended March 31, 2020 2019 Point in Time Over Time Total Point in Time Over Time Total Integrated senior health campuses $ 54,528,000 $ 213,266,000 $ 267,794,000 $ 52,342,000 $ 199,372,000 $ 251,714,000 Senior housing — RIDEA(1) 872,000 21,260,000 22,132,000 711,000 15,857,000 16,568,000 Total resident fees and services $ 55,400,000 $ 234,526,000 $ 289,926,000 $ 53,053,000 $ 215,229,000 $ 268,282,000 The following table disaggregates our resident fees and services revenue by payor class: Three Months Ended March 31, 2020 2019 Integrated Senior Health Campuses Senior Housing — RIDEA(1) Total Integrated Senior Health Campuses Senior Housing — RIDEA(1) Total Private and other payors $ 128,267,000 $ 21,700,000 $ 149,967,000 $ 122,201,000 $ 16,555,000 $ 138,756,000 Medicare 87,219,000 — 87,219,000 84,477,000 — 84,477,000 Medicaid 52,308,000 432,000 52,740,000 45,036,000 13,000 45,049,000 Total resident fees and services $ 267,794,000 $ 22,132,000 $ 289,926,000 $ 251,714,000 $ 16,568,000 $ 268,282,000 ___________ (1) This includes fees for basic housing and assisted living care. We record revenue when services are rendered at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered. Accounts Receivable, Net — Resident Fees and Services Revenue The beginning and ending balances of accounts receivable, net — resident fees and services are as follows: Medicare Medicaid Private and Other Payors Total Beginning balance — January 1, 2020 $ 32,127,000 $ 26,366,000 $ 46,543,000 $ 105,036,000 Ending balance — March 31, 2020 31,766,000 23,095,000 48,094,000 102,955,000 (Decrease)/increase $ (361,000 ) $ (3,271,000 ) $ 1,551,000 $ (2,081,000 ) Deferred Revenue — Resident Fees and Services Revenue The beginning and ending balances of deferred revenue — resident fees and services, all of which relates to private and other payors, are as follows: Total Beginning balance — January 1, 2020 $ 13,518,000 Ending balance — March 31, 2020 13,529,000 Increase $ 11,000 Tenant and Resident Receivables and Allowances On January 1, 2020, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 326, Financial Instruments Credit Losses , or ASC Topic 326. We adopted ASC Topic 326 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2020. Resident receivables are carried net of an allowance for credit losses. An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements. Substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying condensed consolidated statements of operations and comprehensive income (loss). Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions, future expectations in estimating credit losses and other relevant factors. Tenant receivables and unbilled deferred rent receivables are recognized as direct reductions of real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss). As of March 31, 2020 and December 31, 2019 , we had $10,809,000 and $11,435,000 , respectively, in allowances, which were determined necessary to reduce receivables by our expected future credit losses. For the three months ended March 31, 2020 and 2019 , we increased allowances by $3,826,000 and $3,244,000 , respectively, and reduced allowances for collections or adjustments by $2,478,000 and $1,227,000 , respectively. For the three months ended March 31, 2020 and 2019 , $1,974,000 and $1,243,000 , respectively, of our receivables were written off against the related allowances. Impairment of Long-Lived Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate that we carry at our historical cost less accumulated depreciation, for impairment when events or changes in circumstances indicate that its carrying value may not be recoverable. Indicators we consider important and that we believe could trigger an impairment review include, among others, the following: • significant negative industry or economic trends; • a significant underperformance relative to historical or projected future operating results; and • a significant change in the extent or manner in which the asset is used or significant physical change in the asset. For the three months ended March 31, 2020 , we determined that one skilled nursing facility was impaired, and as such, we recognized an impairment charge of $3,711,000 to reduce the carrying value of such asset to $3,840,000 . The fair value of such property was based on its projected sales price obtained from an independent third party using comparable market information, which was considered a Level 2 measurement within the fair value hierarchy. No impairment charges on long-lived assets were recognized for the three months ended March 31, 2019 . Properties Held for Sale A property or a group of properties is required to be reported in discontinued operations in the statements of operations and comprehensive income (loss) for current and prior periods if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when either: (i) the component has been disposed of or (ii) is classified as held for sale. At such time as a property is held for sale, such property is carried at the lower of: (i) its carrying amount or (ii) fair value less costs to sell. In addition, a property being held for sale ceases to be depreciated. For the three months ended March 31, 2020 , we determined that the fair value of one integrated senior health campus that was held for sale was lower than its carrying amount, and as such, we recognized an impairment charge of $1,391,000 to reduce the carrying value of such asset to $350,000 . The fair value of such asset was based on its projected sales price obtained from an independent third party using comparable market information, which was considered a Level 2 measurement within the fair value hierarchy. No impairment charges on properties held for sale were recognized for the three months ended March 31, 2019 . Debt Security Investment, Net We classify our marketable debt security investment as held-to-maturity because we have the positive intent and ability to hold the security to maturity, and we have not recorded any unrealized holding gains or losses on such investment. Our held-to-maturity security is recorded at amortized cost and adjusted for the amortization of premiums or discounts through maturity. Prior to the adoption of ASC Topic 326, a loss was recognized in earnings when we determined declines in the fair value of marketable securities were other-than-temporary. For the three months ended March 31, 2019 , we did not incur any such losses. Effective January 1, 2020, we evaluated our debt security investment for expected future credit loss in accordance with ASC Topic 326. There was no net cumulative effect adjustment to retained earnings as of January 1, 2020. See Note 4, Debt Security Investment, Net , for a further discussion. Accounts Payable and Accrued Liabilities As of March 31, 2020 and December 31, 2019 , accounts payable and accrued liabilities primarily includes reimbursement of payroll related costs to the managers of our senior housing — RIDEA facilities and integrated senior health campuses of $33,472,000 and $24,118,000 , respectively, insurance reserves of $33,237,000 and $35,581,000 , respectively, accrued capital expenditures to unaffiliated third parties of $22,398,000 and $25,019,000 , respectively, accrued property taxes of $15,885,000 and $14,501,000 , respectively, and accrued distributions of $9,955,000 and $9,974,000 , respectively. Recently Issued Accounting Pronouncement In March 2020, the FASB issued Accounting Standards Update, or ASU, 2020-04, Facilitation of the Effects of Reference Rate Reform of Financial Reporting, or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria. ASU 2020-04 applies to the aforementioned transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for fiscal years and interim periods beginning after March 12, 2020 and through December 31, 2022. We are currently evaluating this guidance to determine the impact on our disclosures. |
Real Estate Investments, Net
Real Estate Investments, Net | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019 : March 31, 2020 December 31, Building, improvements and construction in process $ 2,282,943,000 $ 2,262,320,000 Land and improvements 197,187,000 195,491,000 Furniture, fixtures and equipment 159,284,000 150,508,000 2,639,414,000 2,608,319,000 Less: accumulated depreciation (359,657,000 ) (337,898,000 ) $ 2,279,757,000 $ 2,270,421,000 Depreciation expense for the three months ended March 31, 2020 and 2019 was $22,742,000 and $22,204,000 , respectively. For the three months ended March 31, 2020 , we incurred capital expenditures of $30,332,000 for our integrated senior health campuses, $4,199,000 for our medical office buildings, $254,000 for our senior housing — RIDEA facilities and $15,000 for our hospitals. We did not incur any capital expenditures for our senior housing facilities and skilled nursing facilities for the three months ended March 31, 2020 . For the three months ended March 31, 2020 , we, through a majority-owned subsidiary of Trilogy Investors, LLC, or Trilogy, of which we owned 67.6% at the time of acquisition, acquired a land parcel in Ohio for a contract purchase price of $1,693,000 plus closing costs and paid to our advisor an acquisition fee of 2.25% of the portion of the contract purchase price of such land parcel attributed to our ownership interest. |
Debt Security Investment, Net
Debt Security Investment, Net | 3 Months Ended |
Mar. 31, 2020 | |
Debt Security Investment [Abstract] | |
Debt Security Investment, Net | 4. Debt Security Investment, Net On October 15, 2015, we acquired a commercial mortgage-backed debt security, or debt security, from an unaffiliated third party. 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 was issued by an unaffiliated mortgage trust and represents a 10.0% beneficial ownership interest in such mortgage trust. The debt security is subordinate to all other interests in the mortgage trust and is not guaranteed by a government-sponsored entity. As of March 31, 2020 and December 31, 2019 , the carrying amount of the debt security investment was $73,476,000 and $72,717,000 , respectively, net of unamortized closing costs of $1,335,000 and $1,375,000 , respectively. Accretion on debt security for the three months ended March 31, 2020 and 2019 was $799,000 and $725,000 , respectively, which is recorded to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss). Amortization expense of closing costs for the three months ended March 31, 2020 and 2019 was $40,000 and $33,000 , respectively, which is recorded against real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss). In accordance with ASC Topic 326, we evaluated credit quality indicators such as the agency ratings and the underlying collateral of such investment in order to determine expected future credit loss. No credit loss was recorded for the three months ended March 31, 2020 . |
Identified Intangible Assets, N
Identified Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Amortized intangible assets: In-place leases, net of accumulated amortization of $21,663,000 and $21,029,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 9.3 years and 9.4 years as of March 31, 2020 and December 31, 2019, respectively) $ 27,550,000 $ 30,407,000 Customer relationships, net of accumulated amortization of $374,000 and $336,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 16.5 years and 16.8 years as of March 31, 2020 and December 31, 2019, respectively) 2,466,000 2,504,000 Above-market leases, net of accumulated amortization of $2,033,000 and $2,057,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 4.9 years and 5.0 years as of March 31, 2020 and December 31, 2019, respectively) 1,340,000 1,452,000 Internally developed technology and software, net of accumulated amortization of $235,000 and $211,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 2.5 years and 2.8 years as of March 31, 2020 and December 31, 2019, respectively) 235,000 259,000 Unamortized intangible assets: Certificates of need 96,653,000 94,838,000 Trade names 30,787,000 30,787,000 $ 159,031,000 $ 160,247,000 Amortization expense for the three months ended March 31, 2020 and 2019 was $2,106,000 and $3,345,000 , respectively, which included $112,000 and $212,000 , respectively, of amortization recorded against real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive income (loss). The aggregate weighted average remaining life of the identified intangible assets was 9.6 years and 9.7 years as of March 31, 2020 and December 31, 2019 , respectively. As of March 31, 2020 , estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2020 $ 4,559,000 2021 4,639,000 2022 3,892,000 2023 3,123,000 2024 2,706,000 Thereafter 12,672,000 $ 31,591,000 |
Other Assets, Net
Other Assets, Net | 3 Months Ended |
Mar. 31, 2020 | |
Other Assets [Abstract] | |
Other Assets, Net | 6. Other Assets, Net Other assets, net consisted of the following as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Deferred rent receivables $ 34,149,000 $ 33,205,000 Prepaid expenses, deposits and other assets 25,748,000 26,816,000 Inventory 21,497,000 23,872,000 Investments in unconsolidated entities 19,584,000 20,176,000 Deferred tax assets, net(1) 16,743,000 13,315,000 Lease commissions, net of accumulated amortization of $2,454,000 and $2,201,000 as of March 31, 2020 and December 31, 2019, respectively 11,157,000 10,794,000 Deferred financing costs, net of accumulated amortization of $2,902,000 and $2,138,000 as of March 31, 2020 and December 31, 2019, respectively(2) 7,395,000 8,137,000 Lease inducement, net of accumulated amortization of $1,228,000 and $1,140,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 10.7 years and 10.9 years as of March 31, 2020 and December 31, 2019, respectively) 3,772,000 3,860,000 $ 140,045,000 $ 140,175,000 ___________ (1) See Note 16, Income Taxes , for a further discussion. (2) Deferred financing costs only include costs related to our lines of credit and term loans. Amortization expense on deferred financing costs of our lines of credit and term loans for the three months ended March 31, 2020 and 2019 was $760,000 and $1,030,000 , respectively, and is recorded to interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (loss). Amortization expense on lease inducements for both the three months ended March 31, 2020 and 2019 was $88,000 and is recorded against real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss). Investments in unconsolidated entities primarily represents our investment in RHS Partners, LLC, or RHS, a privately-held company that operates 16 integrated senior health campuses, three of which are also owned by RHS. Our effective ownership of RHS was 33.8% as of both March 31, 2020 and December 31, 2019 . As of March 31, 2020 and December 31, 2019 , we had a receivable of $2,551,000 and $5,133,000 , respectively, due from RHS, which is included in accounts and other receivables, net, in our accompanying condensed consolidated balance sheets. The following is summarized financial information of our investments in unconsolidated entities: March 31, 2020 December 31, 2019 RHS Other Total RHS Other Total Balance Sheet Data: Total assets $ 275,529,000 $ 17,216,000 $ 292,745,000 $ 278,297,000 $ 17,022,000 $ 295,319,000 Total liabilities $ 249,727,000 $ 17,430,000 $ 267,157,000 $ 251,283,000 $ 17,245,000 $ 268,528,000 Three Months Ended March 31, 2020 2019 RHS Other Total RHS Other Total Statement of Operations Data: Revenues $ 35,883,000 $ 3,519,000 $ 39,402,000 $ 35,368,000 $ — $ 35,368,000 Expenses 37,095,000 4,210,000 41,305,000 36,231,000 46,000 36,277,000 Net loss $ (1,212,000 ) $ (691,000 ) $ (1,903,000 ) $ (863,000 ) $ (46,000 ) $ (909,000 ) |
Mortgage Loans Payable, Net
Mortgage Loans Payable, Net | 3 Months Ended |
Mar. 31, 2020 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | |
Mortgage Loans Payable, Net | 7. Mortgage Loans Payable, Net As of March 31, 2020 and December 31, 2019 , mortgage loans payable were $821,319,000 ( $797,774,000 , net of discount/premium and deferred financing costs) and $816,217,000 ( $792,870,000 , net of discount/premium and deferred financing costs), respectively. As of March 31, 2020 , we had 58 fixed-rate mortgage loans payable and 11 variable-rate mortgage loans payable with effective interest rates ranging from 2.45% to 6.08% per annum based on interest rates in effect as of March 31, 2020 and a weighted average effective interest rate of 3.82% . As of December 31, 2019 , we had 58 fixed-rate mortgage loans payable and seven variable-rate mortgage loans payable with effective interest rates ranging from 2.45% to 6.21% per annum based on interest rates in effect as of December 31, 2019 and a weighted average effective interest rate of 3.85% . We are required by the terms of certain loan documents to meet certain reporting requirements and covenants, such as net worth ratios, fixed charge coverage ratios and leverage ratios. Mortgage loans payable, net consisted of the following as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Total fixed-rate debt $ 711,664,000 $ 714,786,000 Total variable-rate debt 109,655,000 101,431,000 Total fixed- and variable-rate debt 821,319,000 816,217,000 Less: deferred financing costs, net (9,768,000 ) (9,362,000 ) Add: premium 279,000 304,000 Less: discount (14,056,000 ) (14,289,000 ) Mortgage loans payable, net $ 797,774,000 $ 792,870,000 The following table reflects the changes in the carrying amount of mortgage loans payable, net for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, 2020 2019 Beginning balance $ 792,870,000 $ 688,262,000 Additions: Borrowings on mortgage loans payable 8,239,000 6,080,000 Amortization of deferred financing costs 395,000 258,000 Amortization of discount/premium on mortgage loans payable 208,000 169,000 Deductions: Scheduled principal payments on mortgage loans payable (3,137,000 ) (2,867,000 ) Deferred financing costs (801,000 ) (6,000 ) Ending balance $ 797,774,000 $ 691,896,000 As of March 31, 2020 , the principal payments due on our mortgage loans payable for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2020 $ 68,701,000 2021 55,936,000 2022 62,070,000 2023 41,164,000 2024 73,176,000 Thereafter 520,272,000 $ 821,319,000 |
Lines of Credit and Term Loans
Lines of Credit and Term Loans | 3 Months Ended |
Mar. 31, 2020 | |
Line of Credit Facility [Abstract] | |
Lines Of Credit | 8. Lines of Credit and Term Loans 2019 Corporate Line of Credit On January 25, 2019, we, through our operating partnership and certain of our subsidiaries, entered into a credit agreement, or the 2019 Corporate Credit Agreement, with Bank of America, N.A., or Bank of America, as administrative agent, a swing line lender and a letter of credit issuer; KeyBank, National Association, or KeyBank, as syndication agent, a swing line lender and a letter of credit issuer; Citizens Bank, National Association, as a syndication agent, a swing line lender, a letter of credit issuer, a joint lead arranger and joint bookrunner; and a syndicate of other banks, as lenders, to obtain a credit facility with an aggregate maximum principal amount of $630,000,000 , or the 2019 Corporate Line of Credit. The 2019 Corporate Line of Credit consists of a senior unsecured revolving credit facility in the initial aggregate amount of $150,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $480,000,000 . We may obtain 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 maximum principal amount of the 2019 Corporate Line of Credit may be increased by up to $370,000,000 , for a total principal amount of $1,000,000,000 , subject to: (i) the terms of the 2019 Corporate Credit Agreement; and (ii) at least five business days’ prior written notice to Bank of America. The 2019 Corporate Line of Credit matures on January 25, 2022 , and may be extended for one 12 -month period during the term of the 2019 Corporate Credit Agreement, subject to satisfaction of certain conditions, including payment of an extension fee. At our option, the 2019 Corporate Line of Credit bears interest at per annum rates equal to (a) (i) the Eurodollar Rate, as defined in the 2019 Corporate Credit Agreement, plus (ii) a margin ranging from 1.50% to 2.20% based on our Consolidated Leverage Ratio, as defined in the 2019 Corporate Credit Agreement, or (b) (i) the greater of: (1) the prime rate publicly announced by Bank of America, (2) the Federal Funds Rate, as defined in the 2019 Corporate Credit Agreement, plus 0.50% , (3) the one-month Eurodollar Rate plus 1.00% , and (4) 0.00% , plus (ii) a margin ranging from 0.50% to 1.20% based on our Consolidated Leverage Ratio. Accrued interest on the 2019 Corporate Line of Credit is payable monthly. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions. We are required to pay a fee on the unused portion of the lenders’ commitments under the 2019 Corporate Credit Agreement at a per annum rate equal to 0.20% if the average daily used amount is greater than 50% of the commitments and 0.25% if the average daily used amount is less than or equal to 50% of the commitments, which fee shall be measured and payable on a quarterly basis. As of both March 31, 2020 and December 31, 2019 , our aggregate borrowing capacity under the 2019 Corporate Line of Credit was $630,000,000 . As of March 31, 2020 and December 31, 2019 , borrowings outstanding under the 2019 Corporate Line of Credit totaled $562,500,000 and $557,000,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 2.99% and 3.83% per annum, respectively. 2019 Trilogy Credit Facility On September 5, 2019, we, through Trilogy RER, LLC and certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC, or the 2019 Trilogy Co-Borrowers, entered into an amended and restated loan agreement, or the 2019 Trilogy Credit Agreement, with KeyBank, as administrative agent; CIT Bank, N.A., as revolving agent; Regions Bank, as syndication agent; KeyBanc Capital Markets, Inc., or KeyBanc Capital Markets, as co-lead arranger and co-book runner; Regions Capital Markets, as co-lead arranger and co-book runner; Bank of America, as co-documentation agent; The Huntington National Bank, as co-documentation agent; and a syndicate of other banks, as lenders named therein, to amend and restate the terms of an existing credit agreement in order to obtain a senior secured revolving credit facility with an aggregate maximum principal amount of $360,000,000 , consisting of: (i) a $325,000,000 secured revolver supported by real estate assets and ancillary business cash flow and (ii) a $35,000,000 accounts receivable revolving credit facility supported by eligible accounts receivable, or the 2019 Trilogy Credit Facility. We may obtain up to $35,000,000 in the form of swing line loans and up to $15,000,000 in the form of standby letters of credit under the 2019 Trilogy Credit Facility. The proceeds of the 2019 Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate purposes. The maximum principal amount of the 2019 Trilogy Credit Facility may be increased by up to $140,000,000 , for a total principal amount of $500,000,000 , subject to: (i) the terms of the 2019 Trilogy Credit Agreement and (ii) at least 10 business days’ prior written notice to KeyBank. The 2019 Trilogy Credit Facility matures on September 5, 2023 and may be extended for one 12 -month period during the term of the 2019 Trilogy Credit Agreement subject to the satisfaction of certain conditions, including payment of an extension fee. At our option, the 2019 Trilogy Credit Facility bears interest at per annum rates equal to (a) LIBOR plus 2.75% for LIBOR Rate Loans, as defined in the 2019 Trilogy Credit Agreement, and (b) for Base Rate Loans, as defined in the 2019 Trilogy Credit Agreement, 1.75% plus the greater of: (i) the fluctuating annual rate of interest announced from time to time by KeyBank as its prime rate, (ii) 0.5% above the Federal Funds Effective Rate, as defined in the 2019 Trilogy Credit Agreement, and (iii) 1.00% above the one-month LIBOR. Accrued interest on the 2019 Trilogy Credit Facility is payable monthly. The loans may be repaid in whole or in part without prepayment fees or penalty, subject to certain conditions. We are required to pay fees on the unused portion of the lenders’ commitments under the 2019 Trilogy Credit Facility, with respect to any day during a calendar quarter, at a per annum rate equal to (a) 0.15% if the sum of the Aggregate Real Estate Revolving Credit Obligations, as defined in the 2019 Trilogy Credit Agreement, outstanding on such day is greater than 50% of the commitments or 0.20% if the sum of the Aggregate Real Estate Revolving Credit Obligations on such day is less than or equal to 50% of the commitments, and (b) 0.15% if the sum of the Aggregate A/R Revolving Credit Obligations, as defined in the 2019 Trilogy Credit Agreement, outstanding on such day is greater than 50% of the commitments or 0.20% if the sum of the Aggregate A/R Revolving Credit Obligations on such day is less than or equal to 50% of the commitments, which fees shall be measured and payable on a quarterly basis. As of both March 31, 2020 and December 31, 2019 , our aggregate borrowing capacity under the 2019 Trilogy Credit Facility was $360,000,000 . As of March 31, 2020 and December 31, 2019 , borrowings outstanding under the 2019 Trilogy Credit Facility totaled $271,879,000 and $258,879,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 3.75% and 4.52% per annum, respectively. Both the 2019 Corporate Credit Agreement and the 2019 Trilogy Credit Agreement contain various financial covenants. We were in compliance with such covenants as of March 31, 2020 . The extent and severity of the coronavirus, or COVID-19, pandemic on our business continues to evolve, and any continued future deterioration of operations in excess of management's projections as a result of COVID-19 could impact future compliance with these financial covenants. If any future financial covenants are violated, we anticipate seeking a waiver or amending the debt covenants with the lenders when and if such event should occur. However, there can be no assurances that management will be able to effectively achieve such plans. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | 9. Derivative Financial Instruments We record derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability measured at fair value. The following table lists the derivative financial instruments held by us as of March 31, 2020 and December 31, 2019 , which are included in other assets, net, or security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets: Fair Value Instrument Notional Amount Index Interest Rate Maturity Date March 31, 2020 December 31, 2019 Cap $ 20,000,000 one month LIBOR 3.00% 09/23/21 $ 3,000 $ — Swap 250,000,000 one month LIBOR 2.10% 01/25/22 (8,184,000 ) (2,821,000 ) Swap 130,000,000 one month LIBOR 1.98% 01/25/22 (3,973,000 ) (1,150,000 ) $ (12,154,000 ) $ (3,971,000 ) As of March 31, 2020 and December 31, 2019 , none of our derivative financial instruments were designated as hedges. For the three months ended March 31, 2020 and 2019 , we recorded $8,183,000 and $560,000 , respectively, as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (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, 2020 | |
Identified Intangible Liabilities [Abstract] | |
Identified Intangible Liabilities, Net | 10. Identified Intangible Liabilities, Net As of March 31, 2020 and December 31, 2019 , identified intangible liabilities, net consisted of below-market leases of $570,000 and $663,000 , respectively, net of accumulated amortization of $1,353,000 and $1,342,000 , respectively. Amortization expense on below-market leases for the three months ended March 31, 2020 and 2019 was $93,000 and $105,000 , respectively, which is recorded to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss). The weighted average remaining life of below-market leases was 2.8 years and 4.3 years as of March 31, 2020 and December 31, 2019 , respectively. As of March 31, 2020 , estimated amortization expense on below-market leases for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2020 $ 203,000 2021 180,000 2022 89,000 2023 71,000 2024 27,000 Thereafter — $ 570,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
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. Impact of the COVID-19 Pandemic The COVID-19 pandemic is dramatically impacting the United States and has resulted in an aggressive worldwide effort to contain the spread of the virus. These efforts have significantly and adversely disrupted economic markets and impacted commercial activity worldwide, including markets in which we own and/or operate properties, and the prolonged economic impact is uncertain. Considerable uncertainty still surrounds the COVID-19 pandemic and its effects on the population, as well as the effectiveness of any responses taken on an international, national and local level by government authorities and businesses. In addition, the rapidly evolving nature of the COVID-19 pandemic makes it difficult to ascertain the long-term impact it will have on real estate markets and our portfolio of investments. We are continuously monitoring the impact of the COVID-19 pandemic on our business, residents, tenants, operating partners, managers, portfolio of investments and on the United States and global economies. While the results of our current analyses did not result in any material adjustments to our condensed consolidated financial statements as of and during the three months ended March 31, 2020 , the prolonged duration and impact of the COVID-19 pandemic could materially disrupt our business operations and impact our financial performance. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2020 | |
Temporary Equity [Abstract] | |
Redeemable Noncontrolling Interest | 12. Redeemable Noncontrolling Interests As of both March 31, 2020 and December 31, 2019 , our advisor owned all of the 222 limited partnership units outstanding in our operating partnership. As of both March 31, 2020 and December 31, 2019 , 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. Our 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 a 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. As of both March 31, 2020 and December 31, 2019 , we, through Trilogy REIT Holdings, LLC, or Trilogy REIT Holdings, in which we indirectly hold a 70.0% ownership interest, owned 96.6% of the outstanding equity interests of Trilogy. As of both March 31, 2020 and December 31, 2019 , certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 3.4% of the outstanding equity interests of Trilogy. The noncontrolling interests held by such members have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets. 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, 2020 and 2019 : Three Months Ended March 31, 2020 2019 Beginning balance $ 44,105,000 $ 38,245,000 Reclassification from equity 195,000 195,000 Distributions — (485,000 ) Repurchase of redeemable noncontrolling interests — (3,000 ) Fair value adjustment to redemption value 15,000 (253,000 ) Net income attributable to redeemable noncontrolling interests 228,000 140,000 Ending balance $ 44,543,000 $ 37,839,000 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
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 both March 31, 2020 and December 31, 2019 , 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. As of both March 31, 2020 and December 31, 2019 , our advisor owned 22,222 shares of our common stock, which our advisor acquired on January 15, 2013. On March 12, 2015, we terminated the primary portion of our initial public offering. We continued to offer shares of our common stock in our initial offering pursuant to the Initial 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 2015 DRIP Offering. We commenced offering shares pursuant to the 2015 DRIP Offering following the deregistration of our initial offering. We continued to offer shares of our common stock pursuant to the 2015 DRIP Offering until the termination and deregistration of the 2015 DRIP Offering on March 29, 2019. On January 30, 2019, we filed a Registration Statement on Form S-3 under the Securities Act to register a maximum of $200,000,000 of additional shares of our common stock to be issued pursuant to the 2019 DRIP Offering. We commenced offering shares pursuant to the 2019 DRIP Offering on April 1, 2019, following the deregistration of the 2015 DRIP Offering. Through March 31, 2020 , we had issued 184,930,598 shares of our common stock in connection with the primary portion of our initial public offering and 34,131,715 shares of our common stock pursuant to our DRIP Offerings. We also repurchased 23,846,540 shares of our common stock under our share repurchase plan and granted an aggregate of 127,500 shares of our restricted common stock to our independent directors through March 31, 2020 . As of March 31, 2020 and December 31, 2019 , we had 195,365,495 and 193,967,474 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, 2020 and 2019 : Three Months Ended March 31, 2020 2019 Beginning balance — foreign currency translation adjustments $ (2,255,000 ) $ (2,560,000 ) Net change in current period (533,000 ) 219,000 Ending balance — foreign currency translation adjustments $ (2,788,000 ) $ (2,341,000 ) Noncontrolling Interests As of both March 31, 2020 and December 31, 2019 , Trilogy REIT Holdings owned approximately 96.6% of Trilogy. We are the indirect owner of a 70.0% interest in Trilogy REIT Holdings pursuant to an amended joint venture agreement with an indirect, wholly-owned subsidiary of NorthStar Healthcare Income, Inc., or NHI, and a wholly-owned subsidiary of the operating partnership of Griffin-American Healthcare REIT IV, Inc., or GAHR IV. Both GAHR IV and us are sponsored by American Healthcare Investors. We serve as the sole manager of Trilogy REIT Holdings. As of both March 31, 2020 and December 31, 2019 , NHI and GAHR IV indirectly owned a 24.0% and 6.0% membership interest in Trilogy REIT Holdings, respectively. For both the three months ended March 31, 2020 and 2019 , 30.0% of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests. In connection with our 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 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 income (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 income (loss). For both the three months ended March 31, 2020 and 2019 , we recognized stock compensation expense related to the Profit Interests of $195,000 . There were no canceled, expired or exercised Profit Interests during the three months ended March 31, 2020 and 2019 . 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. 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. 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 income attributable to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive income (loss). In addition, as of both March 31, 2020 and December 31, 2019 , we owned an 86.0% interest in a consolidated limited liability company that owns Lakeview IN Medical Plaza, which we acquired on January 21, 2016. As such, 14.0% of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests for both the three months ended March 31, 2020 and 2019 . Distribution Reinvestment Plan We had registered and reserved $35,000,000 in shares of our common stock for sale pursuant to the Initial DRIP in our initial offering, which we deregistered on April 22, 2015. We continued to offer shares of our common stock pursuant to the 2015 DRIP Offering, which commenced offering shares following the deregistration of our initial offering, until the deregistration of the 2015 DRIP Offering on March 29, 2019. We continue to offer up to $200,000,000 of additional shares of our common stock pursuant to the 2019 DRIP Offering, which commenced offering shares on April 1, 2019, following the deregistration of the 2015 DRIP Offering. Effective October 5, 2016, we amended and restated the Initial DRIP to amend the price at which shares of our common stock are issued pursuant to such distribution reinvestment plan. Pursuant to the Amended and Restated DRIP, shares are issued at a price equal to the most recently estimated net asset value, or NAV, of one share of our common stock, as approved and established by our board. The Amended and Restated DRIP became effective with the distribution payments to stockholders paid in the month of November 2016. In all other material respects, the terms of the 2015 DRIP Offering remained unchanged by the Amended and Restated DRIP. Since October 5, 2016, our board has approved and established an estimated per share NAV on at least an annual basis. Commencing with the distribution payment to stockholders paid in the month following such board approval, shares of our common stock issued pursuant to the Amended and Restated DRIP were or will be issued at the current estimated per share NAV until such time as our board determines an updated estimated per share NAV. The following is a summary of our historical and current estimated per share NAV: Approval Date by our Board Estimated Per Share NAV (Unaudited) 10/05/16 $ 9.01 10/04/17 $ 9.27 10/03/18 $ 9.37 10/03/19 $ 9.40 For the three months ended March 31, 2020 and 2019 , $13,141,000 and $14,196,000 , respectively, in distributions were reinvested and 1,398,021 and 1,515,098 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings. As of March 31, 2020 and December 31, 2019 , a total of $318,292,000 and $305,151,000 , respectively, in distributions were reinvested that resulted in 34,131,715 and 32,733,694 shares of our common stock, respectively, being issued pursuant to our DRIP Offerings. Share Repurchase Plan Our share repurchase plan, as amended, 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 generally 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. Additionally, effective with respect to share repurchase requests submitted for repurchase during the second quarter 2019, the number of shares that we will repurchase during any fiscal quarter will be limited to an amount equal to the net proceeds that we received from the sale of shares issued pursuant to our DRIP Offerings during the immediately preceding completed fiscal quarter; provided however, that shares subject to a repurchase requested upon the death or “qualifying disability,” as defined in our share repurchase plan, of a stockholder will not be subject to this quarterly cap or to our existing cap on repurchases of 5.0% of the weighted average number of shares outstanding during the calendar year prior to the repurchase date. Funds for the repurchase of shares of our common stock will come from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to our DRIP Offerings. Furthermore, our share repurchase plan provides that if there are insufficient funds to honor all repurchase requests, pending requests may be honored among all requests for repurchase in any given repurchase period as follows: first, repurchases in full as to repurchases that would result in a stockholder owning less than $2,500 of shares; and, next, pro rata as to other repurchase requests. The Repurchase Amount, as such term is defined in our share repurchase plan, is 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. For requests submitted pursuant to a death or a qualifying disability of a stockholder, the Repurchase Amount will be 100% of the amount per share the stockholder paid for their shares of common stock. Since October 5, 2016, our board has approved and established an estimated per share NAV on at least an annual basis. See the “Distribution Reinvestment Plan” section above for a summary of our historical and current estimated per share NAV. Accordingly, commencing with share repurchase requests submitted during the quarter that our board has approved and established an estimated per share NAV, such per share NAV served or will serve as the Repurchase Amount for stockholders who purchased their shares at a price equal to or greater than such per share NAV in our initial offering, until such time as our board determines an updated estimated per share NAV. Due to the impact the COVID-19 pandemic has had on the United States and globally, and the uncertainty of the severity and duration of the COVID-19 pandemic and its effects, our board decided to take steps to protect our capital and maximize our liquidity in an effort to strengthen our long-term financial prospects by partially suspending our share repurchase plan. As a result, effective with respect to share repurchase requests submitted for repurchase during the second quarter 2020, on March 31, 2020, our board suspended our share repurchase plan with respect to all repurchase requests other than repurchases resulting from the death or qualifying disability of stockholders. Repurchase requests resulting from the death or qualifying disability of stockholders are not suspended, but shall remain subject to all terms and conditions of our share repurchase plan, including our board’s discretion to determine whether we have sufficient funds available to repurchase any shares. Our board shall determine if and when it is in the best interest of our company and stockholders to reinstate our share repurchase plan for additional stockholders. For the three months ended March 31, 2020 , we did no t repurchase any shares. For the three months ended March 31, 2019 , we repurchased 3,883,716 shares of our common stock, for an aggregate of $36,486,000 , at an average repurchase price of $9.39 per share. As of both March 31, 2020 and December 31, 2019 , we repurchased 23,846,540 shares of our common stock, for an aggregate of $221,823,000 , at an average repurchase price of $9.30 . In April 2020, we repurchased 1,893,413 shares of our common stock, under our share repurchase plan, for an aggregate of $17,986,000 , at an average purchase price of $9.50 per share. Shares were repurchased using proceeds we received from the cumulative sale of shares of our common stock pursuant to our DRIP Offerings. 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 our 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. For the three months ended March 31, 2020 and 2019 , we did not issue any shares of our common stock pursuant to our incentive plan and none of the previously issued shares of our restricted common stock were vested. For both the three months ended March 31, 2020 and 2019 , we recognized stock compensation expense related to the independent director grants of $43,000 . Such stock compensation expense is included in general and administrative in our accompanying condensed consolidated statements of operations and comprehensive income (loss). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
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 Capital 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. Our board, including a majority of our independent directors, has reviewed the material transactions between our affiliates and us during the three months ended March 31, 2020 . Set forth below is a description of the transactions with affiliates. We believe that we have executed all of the transactions set forth below on terms that are fair and reasonable to us and on terms no less favorable to us than those available from unaffiliated third parties. In the aggregate, for the three months ended March 31, 2020 and 2019 , we incurred $6,175,000 and $6,241,000 , 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. 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, 2020 and 2019 , we incurred $36,000 and $358,000 , respectively, in acquisition fees to our advisor. 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, 2020 and 2019 , we incurred $48,000 and $150,000 , respectively, in development fees to our advisor or its affiliates, which 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 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, 2020 and 2019 , we incurred $5,105,000 and $4,977,000 , 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 income (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 property management oversight fee of 1.0% of the gross monthly cash receipts of any stand-alone, single-tenant, net leased property; (ii) a property management oversight fee of 1.5% of the gross monthly cash receipts of any property that is not a stand-alone, single-tenant, net leased property and for which our advisor or its affiliates 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, 2020 and 2019 , we incurred $653,000 and $619,000 , 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 income (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, 2020 and 2019 , we incurred $203,000 and $24,000 , 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, 2020 and 2019 , we incurred $69,000 and $37,000 , 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 income (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. For the 12 months ended March 31, 2020 and 2019 , our operating expenses did not exceed the aforementioned limitations. The following table reflects our operating expenses as a percentage of average invested assets and as a percentage of net income for the 12 month periods then ended: 12 months ended March 31, 2020 2019 Operating expenses as a percentage of average invested assets 0.9 % 0.9 % Operating expenses as a percentage of net income 21.5 % 19.2 % For the three months ended March 31, 2020 and 2019 , our advisor or its affiliates incurred operating expenses on our behalf of $61,000 and $76,000 , respectively. Operating expenses are generally included in general and administrative in our accompanying condensed consolidated statements of operations and comprehensive income (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 third parties for similar services. For the three months ended March 31, 2020 and 2019 , 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 third 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, 2020 and 2019 , 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, 2020 and 2019 , we did not pay 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, 2020 and 2019 , we did not pay 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, 2020 and December 31, 2019 , we did not have any liability related to the subordinated distribution upon termination. Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of March 31, 2020 and December 31, 2019 : Fee March 31, 2020 December 31, 2019 Asset and property management fees $ 1,956,000 $ 1,991,000 Construction management fees 181,000 175,000 Lease commissions 88,000 143,000 Operating expenses 13,000 12,000 $ 2,238,000 $ 2,321,000 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 , 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 instrument $ — $ 3,000 $ — $ 3,000 Total assets at fair value $ — $ 3,000 $ — $ 3,000 Liabilities: Derivative financial instruments $ — $ 12,157,000 $ — $ 12,157,000 Warrants — — 1,178,000 1,178,000 Total liabilities at fair value $ — $ 12,157,000 $ 1,178,000 $ 13,335,000 The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 , 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 instrument $ — $ — $ — $ — Total assets at fair value $ — $ — $ — $ — Liabilities: Derivative financial instruments $ — $ 3,971,000 $ — $ 3,971,000 Warrants — — 1,178,000 1,178,000 Total liabilities at fair value $ — $ 3,971,000 $ 1,178,000 $ 5,149,000 There were no transfers into and out of fair value measurement levels during the three months ended March 31, 2020 and 2019 . Derivative Financial Instruments We use interest rate swaps and interest rate caps to manage interest rate risk associated with variable-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. 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, 2020 , 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. Warrants As of both March 31, 2020 and December 31, 2019 , we have recorded $1,178,000 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, 2020 and December 31, 2019 , the carrying value is a reasonable estimate of fair value. Financial Instruments Disclosed at Fair Value Our accompanying condensed consolidated balance sheets include the following financial instruments: 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 loans. 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 debt security investment is estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities. The fair value of our mortgage loans payable and our lines of credit and term loans 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 debt security investment, mortgage loans payable and lines of credit and term loans 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, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Carrying Amount(1) Fair Value Carrying Amount(1) Fair Value Financial Assets: Debt security investment $ 73,476,000 $ 93,992,000 $ 72,717,000 $ 94,026,000 Financial Liabilities: Mortgage loans payable $ 797,774,000 $ 735,458,000 $ 792,870,000 $ 732,846,000 Lines of credit and term loans $ 826,984,000 $ 836,392,000 $ 807,742,000 $ 816,355,000 ___________ (1) Carrying amount is net of any discount/premium and unamortized costs. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
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 TRS, pursuant to the Code. TRS 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) income before taxes for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 Domestic $ (10,853,000 ) $ 7,206,000 Foreign (141,000 ) (197,000 ) (Loss) income before income taxes $ (10,994,000 ) $ 7,009,000 The components of income tax (benefit) expense for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 Federal deferred $ (587,000 ) $ (548,000 ) State deferred (65,000 ) (70,000 ) Federal current (38,000 ) — Foreign current 156,000 145,000 Valuation allowances (2,677,000 ) 624,000 Total income tax (benefit) expense $ (3,211,000 ) $ 151,000 Current Income Tax Federal and state income taxes are generally a function of the level of income recognized by our TRS. 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 recognize the financial statement effects of an uncertain 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, 2020 and December 31, 2019 , 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 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, 2020 and December 31, 2019 , our valuation allowance substantially reserves the net deferred tax assets 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 17. Leases Lessor We have operating leases with tenants that expire at various dates through 2050 . For the three months ended March 31, 2020 and 2019 , we recognized $28,823,000 and $31,053,000 , respectively, of revenues related to operating lease payments, of which $4,450,000 and $4,741,000 , respectively, was for variable lease payments. As of March 31, 2020 , the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the nine months ended December 31, 2020 and for each of the next four years ending December 31 and thereafter for properties that we wholly own: Year Amount 2020 $ 65,975,000 2021 86,734,000 2022 80,462,000 2023 72,527,000 2024 66,790,000 Thereafter 450,439,000 Total $ 822,927,000 Lessee We lease certain land, buildings, furniture, fixtures, campus equipment, office equipment and automobiles. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Most leases include one or more options to renew, with renewal terms that generally can extend at various dates through 2112, excluding extension options. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. As of March 31, 2020 , we had future lease payments of $28,703,000 for operating leases that had not yet commenced. These operating leases will commence between fiscal year 2020 and fiscal year 2021 with lease terms of up to 10 years. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments that are adjusted periodically based on the Consumer Price Index, and may also include other variable lease costs (i.e., common area maintenance, property taxes and insurance). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs were as follows: Three Months Ended March 31, Lease Cost Classification 2020 2019 Operating lease cost(1) Property operating expenses and rental expenses $ 8,194,000 $ 7,456,000 Finance lease cost Amortization of leased assets Depreciation and amortization 535,000 974,000 Accretion of lease liabilities Interest expense 169,000 79,000 Total lease cost $ 8,898,000 $ 8,509,000 ___________ (1) Includes short-term leases and variable lease costs, which are immaterial. Other information related to leases was as follows: Lease Term and Discount Rate March 31, December 31, Weighted average remaining lease term (in years) Operating leases 13.3 13.5 Finance leases 1.2 1.3 Weighted average discount rate Operating leases 5.91 % 5.94 % Finance leases 7.21 % 7.33 % Three Months Ended March 31, Supplemental Disclosure of Cash Flows Information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows related to operating leases $ 6,033,000 $ 5,511,000 Operating cash outflows related to finance leases $ 169,000 $ 79,000 Financing cash outflows related to finance leases $ 507,000 $ 962,000 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,628,000 $ 92,000 Operating Leases As of March 31, 2020 , the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet: Year Amount 2020 $ 18,804,000 2021 25,292,000 2022 25,798,000 2023 26,042,000 2024 25,355,000 Thereafter 187,962,000 Total operating lease payments 309,253,000 Less: interest 102,331,000 Present value of operating lease liabilities $ 206,922,000 Finance Leases As of March 31, 2020 , the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities: Year Amount 2020 $ 733,000 2021 129,000 2022 — 2023 — 2024 — Thereafter — Total finance lease payments 862,000 Less: interest 22,000 Present value of finance lease liabilities $ 840,000 |
Leases | 17. Leases Lessor We have operating leases with tenants that expire at various dates through 2050 . For the three months ended March 31, 2020 and 2019 , we recognized $28,823,000 and $31,053,000 , respectively, of revenues related to operating lease payments, of which $4,450,000 and $4,741,000 , respectively, was for variable lease payments. As of March 31, 2020 , the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the nine months ended December 31, 2020 and for each of the next four years ending December 31 and thereafter for properties that we wholly own: Year Amount 2020 $ 65,975,000 2021 86,734,000 2022 80,462,000 2023 72,527,000 2024 66,790,000 Thereafter 450,439,000 Total $ 822,927,000 Lessee We lease certain land, buildings, furniture, fixtures, campus equipment, office equipment and automobiles. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Most leases include one or more options to renew, with renewal terms that generally can extend at various dates through 2112, excluding extension options. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. As of March 31, 2020 , we had future lease payments of $28,703,000 for operating leases that had not yet commenced. These operating leases will commence between fiscal year 2020 and fiscal year 2021 with lease terms of up to 10 years. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments that are adjusted periodically based on the Consumer Price Index, and may also include other variable lease costs (i.e., common area maintenance, property taxes and insurance). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs were as follows: Three Months Ended March 31, Lease Cost Classification 2020 2019 Operating lease cost(1) Property operating expenses and rental expenses $ 8,194,000 $ 7,456,000 Finance lease cost Amortization of leased assets Depreciation and amortization 535,000 974,000 Accretion of lease liabilities Interest expense 169,000 79,000 Total lease cost $ 8,898,000 $ 8,509,000 ___________ (1) Includes short-term leases and variable lease costs, which are immaterial. Other information related to leases was as follows: Lease Term and Discount Rate March 31, December 31, Weighted average remaining lease term (in years) Operating leases 13.3 13.5 Finance leases 1.2 1.3 Weighted average discount rate Operating leases 5.91 % 5.94 % Finance leases 7.21 % 7.33 % Three Months Ended March 31, Supplemental Disclosure of Cash Flows Information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows related to operating leases $ 6,033,000 $ 5,511,000 Operating cash outflows related to finance leases $ 169,000 $ 79,000 Financing cash outflows related to finance leases $ 507,000 $ 962,000 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,628,000 $ 92,000 Operating Leases As of March 31, 2020 , the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet: Year Amount 2020 $ 18,804,000 2021 25,292,000 2022 25,798,000 2023 26,042,000 2024 25,355,000 Thereafter 187,962,000 Total operating lease payments 309,253,000 Less: interest 102,331,000 Present value of operating lease liabilities $ 206,922,000 Finance Leases As of March 31, 2020 , the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities: Year Amount 2020 $ 733,000 2021 129,000 2022 — 2023 — 2024 — Thereafter — Total finance lease payments 862,000 Less: interest 22,000 Present value of finance lease liabilities $ 840,000 |
Leases | 17. Leases Lessor We have operating leases with tenants that expire at various dates through 2050 . For the three months ended March 31, 2020 and 2019 , we recognized $28,823,000 and $31,053,000 , respectively, of revenues related to operating lease payments, of which $4,450,000 and $4,741,000 , respectively, was for variable lease payments. As of March 31, 2020 , the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the nine months ended December 31, 2020 and for each of the next four years ending December 31 and thereafter for properties that we wholly own: Year Amount 2020 $ 65,975,000 2021 86,734,000 2022 80,462,000 2023 72,527,000 2024 66,790,000 Thereafter 450,439,000 Total $ 822,927,000 Lessee We lease certain land, buildings, furniture, fixtures, campus equipment, office equipment and automobiles. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Most leases include one or more options to renew, with renewal terms that generally can extend at various dates through 2112, excluding extension options. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. As of March 31, 2020 , we had future lease payments of $28,703,000 for operating leases that had not yet commenced. These operating leases will commence between fiscal year 2020 and fiscal year 2021 with lease terms of up to 10 years. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments that are adjusted periodically based on the Consumer Price Index, and may also include other variable lease costs (i.e., common area maintenance, property taxes and insurance). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs were as follows: Three Months Ended March 31, Lease Cost Classification 2020 2019 Operating lease cost(1) Property operating expenses and rental expenses $ 8,194,000 $ 7,456,000 Finance lease cost Amortization of leased assets Depreciation and amortization 535,000 974,000 Accretion of lease liabilities Interest expense 169,000 79,000 Total lease cost $ 8,898,000 $ 8,509,000 ___________ (1) Includes short-term leases and variable lease costs, which are immaterial. Other information related to leases was as follows: Lease Term and Discount Rate March 31, December 31, Weighted average remaining lease term (in years) Operating leases 13.3 13.5 Finance leases 1.2 1.3 Weighted average discount rate Operating leases 5.91 % 5.94 % Finance leases 7.21 % 7.33 % Three Months Ended March 31, Supplemental Disclosure of Cash Flows Information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows related to operating leases $ 6,033,000 $ 5,511,000 Operating cash outflows related to finance leases $ 169,000 $ 79,000 Financing cash outflows related to finance leases $ 507,000 $ 962,000 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,628,000 $ 92,000 Operating Leases As of March 31, 2020 , the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet: Year Amount 2020 $ 18,804,000 2021 25,292,000 2022 25,798,000 2023 26,042,000 2024 25,355,000 Thereafter 187,962,000 Total operating lease payments 309,253,000 Less: interest 102,331,000 Present value of operating lease liabilities $ 206,922,000 Finance Leases As of March 31, 2020 , the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities: Year Amount 2020 $ 733,000 2021 129,000 2022 — 2023 — 2024 — Thereafter — Total finance lease payments 862,000 Less: interest 22,000 Present value of finance lease liabilities $ 840,000 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | 18. Segment Reporting As of March 31, 2020 , 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, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants). Our hospital investments are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. Our skilled nursing facilities and senior housing facilities are similarly structured to our hospital investments. In addition, our senior housing segment includes our debt security investment. 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 that are owned and operated utilizing a RIDEA structure. 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, gain or loss in fair value of derivative financial instruments, impairment of real estate investments, foreign currency gain or loss, other income, loss from unconsolidated entities and income tax benefit or 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, deferred financing costs and other assets not attributable to individual properties. Summary information for the reportable segments during the three months ended March 31, 2020 and 2019 was as follows: Integrated Senior Health Campuses Senior Housing — RIDEA Medical Office Buildings Senior Housing Skilled Nursing Facilities Hospitals Three Months Ended March 31, 2020 Revenues: Resident fees and services $ 267,794,000 $ 22,132,000 $ — $ — $ — $ — $ 289,926,000 Real estate revenue — — 19,598,000 3,406,000 4,363,000 2,751,000 30,118,000 Total revenues 267,794,000 22,132,000 19,598,000 3,406,000 4,363,000 2,751,000 320,044,000 Expenses: Property operating expenses 239,598,000 16,142,000 — — — — 255,740,000 Rental expenses — — 7,638,000 21,000 406,000 105,000 8,170,000 Segment net operating income $ 28,196,000 $ 5,990,000 $ 11,960,000 $ 3,385,000 $ 3,957,000 $ 2,646,000 $ 56,134,000 Expenses: General and administrative $ 6,574,000 Acquisition related expenses 234,000 Depreciation and amortization 25,087,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (18,534,000 ) Loss in fair value of derivative financial instruments (8,183,000 ) Impairment of real estate investments (5,102,000 ) Loss from unconsolidated entities (904,000 ) Foreign currency loss (3,065,000 ) Other income 555,000 Loss before income taxes (10,994,000 ) Income tax benefit 3,211,000 Net loss $ (7,783,000 ) Integrated Senior Health Campuses Senior Housing — RIDEA Medical Office Buildings Senior Housing Skilled Nursing Facilities Hospitals Three Months Ended March 31, 2019 Revenues: Resident fees and services $ 251,714,000 $ 16,568,000 $ — $ — $ — $ — $ 268,282,000 Real estate revenue — — 20,554,000 5,652,000 3,659,000 2,911,000 32,776,000 Total revenues 251,714,000 16,568,000 20,554,000 5,652,000 3,659,000 2,911,000 301,058,000 Expenses: Property operating expenses 223,328,000 11,624,000 — — — — 234,952,000 Rental expenses — — 7,816,000 96,000 362,000 151,000 8,425,000 Segment net operating income $ 28,386,000 $ 4,944,000 $ 12,738,000 $ 5,556,000 $ 3,297,000 $ 2,760,000 $ 57,681,000 Expenses: General and administrative $ 6,917,000 Acquisition related expenses (696,000 ) Depreciation and amortization 25,628,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (19,059,000 ) Loss in fair value of derivative financial instruments (560,000 ) Loss from unconsolidated entities (454,000 ) Foreign currency gain 1,042,000 Other income 208,000 Income before income taxes 7,009,000 Income tax expense (151,000 ) Net income $ 6,858,000 Total assets by reportable segment as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Integrated senior health campuses $ 1,805,142,000 $ 1,791,868,000 Medical office buildings 616,860,000 620,292,000 Senior housing — RIDEA 358,681,000 360,823,000 Senior housing 146,754,000 152,909,000 Skilled nursing facilities 122,296,000 126,606,000 Hospitals 112,220,000 113,737,000 Other 5,096,000 6,054,000 Total assets $ 3,167,049,000 $ 3,172,289,000 As of both March 31, 2020 and December 31, 2019 , goodwill of $75,309,000 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, 2020 2019 Revenues: United States $ 318,846,000 $ 299,822,000 International 1,198,000 1,236,000 $ 320,044,000 $ 301,058,000 The following is a summary of real estate investments, net by geographic regions as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Real estate investments, net: United States $ 2,232,687,000 $ 2,219,882,000 International 47,070,000 50,539,000 $ 2,279,757,000 $ 2,270,421,000 |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2020 | |
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 our 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 our debt security investment, but we believe collection of the outstanding amount is probable. 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, 2020 and December 31, 2019 , 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, 2020 , properties in two states in the United States accounted for 10.0% or more of our total property portfolio’s annualized base rent or annualized net operating income. Properties located in Indiana and Ohio accounted for 38.3% and 10.4% , respectively, of our total property portfolio’s annualized base rent or annualized net operating income. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy. Based on leases in effect as of March 31, 2020 , our six reportable business segments, integrated senior health campuses, medical office buildings, senior housing — RIDEA, skilled nursing facilities, hospitals and senior housing, accounted for 50.9% , 26.5% , 10.6% , 5.5% , 3.8% and 2.7% , respectively, of our total property portfolio’s annualized base rent or annualized net operating income. As of March 31, 2020 , none of our tenants at our properties accounted for 10.0% or more of our total property portfolio’s 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, 2020 . |
Per Share Data
Per Share Data | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Per Share Data | 20. Per Share Data 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 $7,000 for both the three months ended March 31, 2020 and 2019 . 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 both March 31, 2020 and 2019 , there were 46,500 nonvested shares 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 both March 31, 2020 and 2019 , there were 222 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership, the wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries in which we have control, as well as any VIEs in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and 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. 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. 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 | 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 United States Securities and Exchange Commission, or 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 2019 Annual Report on Form 10-K, as filed with the SEC on March 26, 2020. |
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. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through property acquisitions, allowance for credit losses, impairment of long-lived assets and contingencies. 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. |
Tenant and Resident Receivables and Allowances | Tenant and Resident Receivables and Allowances On January 1, 2020, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 326, Financial Instruments Credit Losses , or ASC Topic 326. We adopted ASC Topic 326 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2020. Resident receivables are carried net of an allowance for credit losses. An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements. Substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying condensed consolidated statements of operations and comprehensive income (loss). Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions, future expectations in estimating credit losses and other relevant factors. Tenant receivables and unbilled deferred rent receivables are recognized as direct reductions of real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate that we carry at our historical cost less accumulated depreciation, for impairment when events or changes in circumstances indicate that its carrying value may not be recoverable. Indicators we consider important and that we believe could trigger an impairment review include, among others, the following: • significant negative industry or economic trends; • a significant underperformance relative to historical or projected future operating results; and • a significant change in the extent or manner in which the asset is used or significant physical change in the asset. |
Properties Held for Sale | Properties Held for Sale A property or a group of properties is required to be reported in discontinued operations in the statements of operations and comprehensive income (loss) for current and prior periods if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when either: (i) the component has been disposed of or (ii) is classified as held for sale. At such time as a property is held for sale, such property is carried at the lower of: (i) its carrying amount or (ii) fair value less costs to sell. In addition, a property being held for sale ceases to be depreciated. |
Debt Security Investment, Net | Debt Security Investment, Net We classify our marketable debt security investment as held-to-maturity because we have the positive intent and ability to hold the security to maturity, and we have not recorded any unrealized holding gains or losses on such investment. Our held-to-maturity security is recorded at amortized cost and adjusted for the amortization of premiums or discounts through maturity. Prior to the adoption of ASC Topic 326, a loss was recognized in earnings when we determined declines in the fair value of marketable securities were other-than-temporary. Effective January 1, 2020, we evaluated our debt security investment for expected future credit loss in accordance with ASC Topic 326. There was no net cumulative effect adjustment to retained earnings as of January 1, 2020. |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities As of March 31, 2020 and December 31, 2019 , accounts payable and accrued liabilities primarily includes reimbursement of payroll related costs to the managers of our senior housing — RIDEA facilities and integrated senior health campuses of $33,472,000 and $24,118,000 , respectively, insurance reserves of $33,237,000 and $35,581,000 , respectively, accrued capital expenditures to unaffiliated third parties of $22,398,000 and $25,019,000 , respectively, accrued property taxes of $15,885,000 and $14,501,000 , respectively, and accrued distributions of $9,955,000 and $9,974,000 , respectively. |
Recently Issued Accounting Pronouncement | Recently Issued Accounting Pronouncement In March 2020, the FASB issued Accounting Standards Update, or ASU, 2020-04, Facilitation of the Effects of Reference Rate Reform of Financial Reporting, or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria. ASU 2020-04 applies to the aforementioned transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for fiscal years and interim periods beginning after March 12, 2020 and through December 31, 2022. We are currently evaluating this guidance to determine the impact on our disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table disaggregates our resident fees and services revenue by line of business, according to whether such revenue is recognized at a point in time or over time: Three Months Ended March 31, 2020 2019 Point in Time Over Time Total Point in Time Over Time Total Integrated senior health campuses $ 54,528,000 $ 213,266,000 $ 267,794,000 $ 52,342,000 $ 199,372,000 $ 251,714,000 Senior housing — RIDEA(1) 872,000 21,260,000 22,132,000 711,000 15,857,000 16,568,000 Total resident fees and services $ 55,400,000 $ 234,526,000 $ 289,926,000 $ 53,053,000 $ 215,229,000 $ 268,282,000 The following table disaggregates our resident fees and services revenue by payor class: Three Months Ended March 31, 2020 2019 Integrated Senior Health Campuses Senior Housing — RIDEA(1) Total Integrated Senior Health Campuses Senior Housing — RIDEA(1) Total Private and other payors $ 128,267,000 $ 21,700,000 $ 149,967,000 $ 122,201,000 $ 16,555,000 $ 138,756,000 Medicare 87,219,000 — 87,219,000 84,477,000 — 84,477,000 Medicaid 52,308,000 432,000 52,740,000 45,036,000 13,000 45,049,000 Total resident fees and services $ 267,794,000 $ 22,132,000 $ 289,926,000 $ 251,714,000 $ 16,568,000 $ 268,282,000 ___________ (1) This includes fees for basic housing and assisted living care. We record revenue when services are rendered at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered. |
Contract with Customer, Asset and Liability [Table Text Block] | The beginning and ending balances of accounts receivable, net — resident fees and services are as follows: Medicare Medicaid Private and Other Payors Total Beginning balance — January 1, 2020 $ 32,127,000 $ 26,366,000 $ 46,543,000 $ 105,036,000 Ending balance — March 31, 2020 31,766,000 23,095,000 48,094,000 102,955,000 (Decrease)/increase $ (361,000 ) $ (3,271,000 ) $ 1,551,000 $ (2,081,000 ) Deferred Revenue — Resident Fees and Services Revenue The beginning and ending balances of deferred revenue — resident fees and services, all of which relates to private and other payors, are as follows: Total Beginning balance — January 1, 2020 $ 13,518,000 Ending balance — March 31, 2020 13,529,000 Increase $ 11,000 |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | Our real estate investments, net consisted of the following as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, Building, improvements and construction in process $ 2,282,943,000 $ 2,262,320,000 Land and improvements 197,187,000 195,491,000 Furniture, fixtures and equipment 159,284,000 150,508,000 2,639,414,000 2,608,319,000 Less: accumulated depreciation (359,657,000 ) (337,898,000 ) $ 2,279,757,000 $ 2,270,421,000 |
Identified Intangible Assets,_2
Identified Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Identified intangible assets, net | Identified intangible assets, net consisted of the following as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Amortized intangible assets: In-place leases, net of accumulated amortization of $21,663,000 and $21,029,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 9.3 years and 9.4 years as of March 31, 2020 and December 31, 2019, respectively) $ 27,550,000 $ 30,407,000 Customer relationships, net of accumulated amortization of $374,000 and $336,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 16.5 years and 16.8 years as of March 31, 2020 and December 31, 2019, respectively) 2,466,000 2,504,000 Above-market leases, net of accumulated amortization of $2,033,000 and $2,057,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 4.9 years and 5.0 years as of March 31, 2020 and December 31, 2019, respectively) 1,340,000 1,452,000 Internally developed technology and software, net of accumulated amortization of $235,000 and $211,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 2.5 years and 2.8 years as of March 31, 2020 and December 31, 2019, respectively) 235,000 259,000 Unamortized intangible assets: Certificates of need 96,653,000 94,838,000 Trade names 30,787,000 30,787,000 $ 159,031,000 $ 160,247,000 |
Amortization expense on identified intangible assets | As of March 31, 2020 , estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2020 $ 4,559,000 2021 4,639,000 2022 3,892,000 2023 3,123,000 2024 2,706,000 Thereafter 12,672,000 $ 31,591,000 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Assets [Abstract] | |
Other Assets, Net | Other assets, net consisted of the following as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Deferred rent receivables $ 34,149,000 $ 33,205,000 Prepaid expenses, deposits and other assets 25,748,000 26,816,000 Inventory 21,497,000 23,872,000 Investments in unconsolidated entities 19,584,000 20,176,000 Deferred tax assets, net(1) 16,743,000 13,315,000 Lease commissions, net of accumulated amortization of $2,454,000 and $2,201,000 as of March 31, 2020 and December 31, 2019, respectively 11,157,000 10,794,000 Deferred financing costs, net of accumulated amortization of $2,902,000 and $2,138,000 as of March 31, 2020 and December 31, 2019, respectively(2) 7,395,000 8,137,000 Lease inducement, net of accumulated amortization of $1,228,000 and $1,140,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 10.7 years and 10.9 years as of March 31, 2020 and December 31, 2019, respectively) 3,772,000 3,860,000 $ 140,045,000 $ 140,175,000 ___________ (1) See Note 16, Income Taxes , for a further discussion. (2) Deferred financing costs only include costs related to our lines of credit and term loans. |
Summarized Financial Information of Unconsolidated Entity | The following is summarized financial information of our investments in unconsolidated entities: March 31, 2020 December 31, 2019 RHS Other Total RHS Other Total Balance Sheet Data: Total assets $ 275,529,000 $ 17,216,000 $ 292,745,000 $ 278,297,000 $ 17,022,000 $ 295,319,000 Total liabilities $ 249,727,000 $ 17,430,000 $ 267,157,000 $ 251,283,000 $ 17,245,000 $ 268,528,000 Three Months Ended March 31, 2020 2019 RHS Other Total RHS Other Total Statement of Operations Data: Revenues $ 35,883,000 $ 3,519,000 $ 39,402,000 $ 35,368,000 $ — $ 35,368,000 Expenses 37,095,000 4,210,000 41,305,000 36,231,000 46,000 36,277,000 Net loss $ (1,212,000 ) $ (691,000 ) $ (1,903,000 ) $ (863,000 ) $ (46,000 ) $ (909,000 ) |
Mortgage Loans Payable, Net (Ta
Mortgage Loans Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | |
Mortgage Loans Payable, Net | Mortgage loans payable, net consisted of the following as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Total fixed-rate debt $ 711,664,000 $ 714,786,000 Total variable-rate debt 109,655,000 101,431,000 Total fixed- and variable-rate debt 821,319,000 816,217,000 Less: deferred financing costs, net (9,768,000 ) (9,362,000 ) Add: premium 279,000 304,000 Less: discount (14,056,000 ) (14,289,000 ) Mortgage loans payable, net $ 797,774,000 $ 792,870,000 |
Schedule of Activity Related to Mortgage Loans Payable | The following table reflects the changes in the carrying amount of mortgage loans payable, net for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, 2020 2019 Beginning balance $ 792,870,000 $ 688,262,000 Additions: Borrowings on mortgage loans payable 8,239,000 6,080,000 Amortization of deferred financing costs 395,000 258,000 Amortization of discount/premium on mortgage loans payable 208,000 169,000 Deductions: Scheduled principal payments on mortgage loans payable (3,137,000 ) (2,867,000 ) Deferred financing costs (801,000 ) (6,000 ) Ending balance $ 797,774,000 $ 691,896,000 |
Principal Payments Due on Mortgage Loans Payable | As of March 31, 2020 , the principal payments due on our mortgage loans payable for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2020 $ 68,701,000 2021 55,936,000 2022 62,070,000 2023 41,164,000 2024 73,176,000 Thereafter 520,272,000 $ 821,319,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019 , which are included in other assets, net, or security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets: Fair Value Instrument Notional Amount Index Interest Rate Maturity Date March 31, 2020 December 31, 2019 Cap $ 20,000,000 one month LIBOR 3.00% 09/23/21 $ 3,000 $ — Swap 250,000,000 one month LIBOR 2.10% 01/25/22 (8,184,000 ) (2,821,000 ) Swap 130,000,000 one month LIBOR 1.98% 01/25/22 (3,973,000 ) (1,150,000 ) $ (12,154,000 ) $ (3,971,000 ) |
Identified Intangible Liabili_2
Identified Intangible Liabilities, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Identified Intangible Liabilities [Abstract] | |
Summary of Amortization Expense on Below Market Leases | As of March 31, 2020 , estimated amortization expense on below-market leases for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2020 $ 203,000 2021 180,000 2022 89,000 2023 71,000 2024 27,000 Thereafter — $ 570,000 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and 2019 : Three Months Ended March 31, 2020 2019 Beginning balance $ 44,105,000 $ 38,245,000 Reclassification from equity 195,000 195,000 Distributions — (485,000 ) Repurchase of redeemable noncontrolling interests — (3,000 ) Fair value adjustment to redemption value 15,000 (253,000 ) Net income attributable to redeemable noncontrolling interests 228,000 140,000 Ending balance $ 44,543,000 $ 37,839,000 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of 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, 2020 and 2019 : Three Months Ended March 31, 2020 2019 Beginning balance — foreign currency translation adjustments $ (2,255,000 ) $ (2,560,000 ) Net change in current period (533,000 ) 219,000 Ending balance — foreign currency translation adjustments $ (2,788,000 ) $ (2,341,000 ) |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share | The following is a summary of our historical and current estimated per share NAV: Approval Date by our Board Estimated Per Share NAV (Unaudited) 10/05/16 $ 9.01 10/04/17 $ 9.27 10/03/18 $ 9.37 10/03/19 $ 9.40 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of limitation on affiliate reimbursement | The following table reflects our operating expenses as a percentage of average invested assets and as a percentage of net income for the 12 month periods then ended: 12 months ended March 31, 2020 2019 Operating expenses as a percentage of average invested assets 0.9 % 0.9 % Operating expenses as a percentage of net income 21.5 % 19.2 % |
Schedule Of Amounts Outstanding To Affiliates Table | The following amounts were outstanding to our affiliates as of March 31, 2020 and December 31, 2019 : Fee March 31, 2020 December 31, 2019 Asset and property management fees $ 1,956,000 $ 1,991,000 Construction management fees 181,000 175,000 Lease commissions 88,000 143,000 Operating expenses 13,000 12,000 $ 2,238,000 $ 2,321,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
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, 2020 , 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 instrument $ — $ 3,000 $ — $ 3,000 Total assets at fair value $ — $ 3,000 $ — $ 3,000 Liabilities: Derivative financial instruments $ — $ 12,157,000 $ — $ 12,157,000 Warrants — — 1,178,000 1,178,000 Total liabilities at fair value $ — $ 12,157,000 $ 1,178,000 $ 13,335,000 The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 , 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 instrument $ — $ — $ — $ — Total assets at fair value $ — $ — $ — $ — Liabilities: Derivative financial instruments $ — $ 3,971,000 $ — $ 3,971,000 Warrants — — 1,178,000 1,178,000 Total liabilities at fair value $ — $ 3,971,000 $ 1,178,000 $ 5,149,000 |
Fair Value, by Balance Sheet Grouping | The carrying amounts and estimated fair values of such financial instruments as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Carrying Amount(1) Fair Value Carrying Amount(1) Fair Value Financial Assets: Debt security investment $ 73,476,000 $ 93,992,000 $ 72,717,000 $ 94,026,000 Financial Liabilities: Mortgage loans payable $ 797,774,000 $ 735,458,000 $ 792,870,000 $ 732,846,000 Lines of credit and term loans $ 826,984,000 $ 836,392,000 $ 807,742,000 $ 816,355,000 ___________ (1) Carrying amount is net of any discount/premium and unamortized costs. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of (loss) income before Income Tax, Domestic and Foreign | The components of (loss) income before taxes for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 Domestic $ (10,853,000 ) $ 7,206,000 Foreign (141,000 ) (197,000 ) (Loss) income before income taxes $ (10,994,000 ) $ 7,009,000 |
Schedule of Components of Income Tax (Benefit) Expense | The components of income tax (benefit) expense for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 Federal deferred $ (587,000 ) $ (548,000 ) State deferred (65,000 ) (70,000 ) Federal current (38,000 ) — Foreign current 156,000 145,000 Valuation allowances (2,677,000 ) 624,000 Total income tax (benefit) expense $ (3,211,000 ) $ 151,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Payments to be Received | As of March 31, 2020 , the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the nine months ended December 31, 2020 and for each of the next four years ending December 31 and thereafter for properties that we wholly own: Year Amount 2020 $ 65,975,000 2021 86,734,000 2022 80,462,000 2023 72,527,000 2024 66,790,000 Thereafter 450,439,000 Total $ 822,927,000 |
Schedule of Lease Cost | The components of lease costs were as follows: Three Months Ended March 31, Lease Cost Classification 2020 2019 Operating lease cost(1) Property operating expenses and rental expenses $ 8,194,000 $ 7,456,000 Finance lease cost Amortization of leased assets Depreciation and amortization 535,000 974,000 Accretion of lease liabilities Interest expense 169,000 79,000 Total lease cost $ 8,898,000 $ 8,509,000 ___________ (1) Includes short-term leases and variable lease costs, which are immaterial. Other information related to leases was as follows: Lease Term and Discount Rate March 31, December 31, Weighted average remaining lease term (in years) Operating leases 13.3 13.5 Finance leases 1.2 1.3 Weighted average discount rate Operating leases 5.91 % 5.94 % Finance leases 7.21 % 7.33 % Three Months Ended March 31, Supplemental Disclosure of Cash Flows Information 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows related to operating leases $ 6,033,000 $ 5,511,000 Operating cash outflows related to finance leases $ 169,000 $ 79,000 Financing cash outflows related to finance leases $ 507,000 $ 962,000 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,628,000 $ 92,000 |
Schedule of Operating Lease Liability | As of March 31, 2020 , the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet: Year Amount 2020 $ 18,804,000 2021 25,292,000 2022 25,798,000 2023 26,042,000 2024 25,355,000 Thereafter 187,962,000 Total operating lease payments 309,253,000 Less: interest 102,331,000 Present value of operating lease liabilities $ 206,922,000 |
Schedule of Finance Lease Liability | As of March 31, 2020 , the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities: Year Amount 2020 $ 733,000 2021 129,000 2022 — 2023 — 2024 — Thereafter — Total finance lease payments 862,000 Less: interest 22,000 Present value of finance lease liabilities $ 840,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary Information by Reportable Segment | Summary information for the reportable segments during the three months ended March 31, 2020 and 2019 was as follows: Integrated Senior Health Campuses Senior Housing — RIDEA Medical Office Buildings Senior Housing Skilled Nursing Facilities Hospitals Three Months Ended March 31, 2020 Revenues: Resident fees and services $ 267,794,000 $ 22,132,000 $ — $ — $ — $ — $ 289,926,000 Real estate revenue — — 19,598,000 3,406,000 4,363,000 2,751,000 30,118,000 Total revenues 267,794,000 22,132,000 19,598,000 3,406,000 4,363,000 2,751,000 320,044,000 Expenses: Property operating expenses 239,598,000 16,142,000 — — — — 255,740,000 Rental expenses — — 7,638,000 21,000 406,000 105,000 8,170,000 Segment net operating income $ 28,196,000 $ 5,990,000 $ 11,960,000 $ 3,385,000 $ 3,957,000 $ 2,646,000 $ 56,134,000 Expenses: General and administrative $ 6,574,000 Acquisition related expenses 234,000 Depreciation and amortization 25,087,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (18,534,000 ) Loss in fair value of derivative financial instruments (8,183,000 ) Impairment of real estate investments (5,102,000 ) Loss from unconsolidated entities (904,000 ) Foreign currency loss (3,065,000 ) Other income 555,000 Loss before income taxes (10,994,000 ) Income tax benefit 3,211,000 Net loss $ (7,783,000 ) Integrated Senior Health Campuses Senior Housing — RIDEA Medical Office Buildings Senior Housing Skilled Nursing Facilities Hospitals Three Months Ended March 31, 2019 Revenues: Resident fees and services $ 251,714,000 $ 16,568,000 $ — $ — $ — $ — $ 268,282,000 Real estate revenue — — 20,554,000 5,652,000 3,659,000 2,911,000 32,776,000 Total revenues 251,714,000 16,568,000 20,554,000 5,652,000 3,659,000 2,911,000 301,058,000 Expenses: Property operating expenses 223,328,000 11,624,000 — — — — 234,952,000 Rental expenses — — 7,816,000 96,000 362,000 151,000 8,425,000 Segment net operating income $ 28,386,000 $ 4,944,000 $ 12,738,000 $ 5,556,000 $ 3,297,000 $ 2,760,000 $ 57,681,000 Expenses: General and administrative $ 6,917,000 Acquisition related expenses (696,000 ) Depreciation and amortization 25,628,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (19,059,000 ) Loss in fair value of derivative financial instruments (560,000 ) Loss from unconsolidated entities (454,000 ) Foreign currency gain 1,042,000 Other income 208,000 Income before income taxes 7,009,000 Income tax expense (151,000 ) Net income $ 6,858,000 |
Assets by Reportable Segment | Total assets by reportable segment as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Integrated senior health campuses $ 1,805,142,000 $ 1,791,868,000 Medical office buildings 616,860,000 620,292,000 Senior housing — RIDEA 358,681,000 360,823,000 Senior housing 146,754,000 152,909,000 Skilled nursing facilities 122,296,000 126,606,000 Hospitals 112,220,000 113,737,000 Other 5,096,000 6,054,000 Total assets $ 3,167,049,000 $ 3,172,289,000 |
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, 2020 2019 Revenues: United States $ 318,846,000 $ 299,822,000 International 1,198,000 1,236,000 $ 320,044,000 $ 301,058,000 The following is a summary of real estate investments, net by geographic regions as of March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Real estate investments, net: United States $ 2,232,687,000 $ 2,219,882,000 International 47,070,000 50,539,000 $ 2,279,757,000 $ 2,270,421,000 |
Organization and Description _2
Organization and Description of Business (Detail) ft² in Thousands | Mar. 31, 2020ft²segment | Feb. 26, 2014USD ($) | Mar. 31, 2020USD ($)ft²segmentshares | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)ft²shares | Apr. 21, 2015USD ($)shares | Mar. 29, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Mar. 31, 2020USD ($)ft²shares | Mar. 31, 2020USD ($)ft²BuildingPropertyCampus | Mar. 31, 2020ft² | Jan. 30, 2019USD ($) | Mar. 25, 2015USD ($) |
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
Date of inception | Jan. 11, 2013 | ||||||||||||
Date of capitalization | Jan. 15, 2013 | ||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 1,900,000,000 | ||||||||||||
Issuance of common stock under the DRIP | $ 13,141,000 | $ 14,196,000 | $ 305,151,000 | $ 318,292,000 | |||||||||
Issuance of common stock under the DRIP, shares | shares | 32,733,694 | 34,131,715 | |||||||||||
Advisory agreement term | 1 year | ||||||||||||
Advisory agreement renewal term | 1 year | ||||||||||||
Number of reportable segments | segment | 6 | 6 | |||||||||||
Number of properties acquired from unaffiliated parties | Property | 98 | ||||||||||||
Number of buildings acquired from unaffiliated parties | Building | 102 | ||||||||||||
Number of integrated senior health campuses acquired from unaffiliated parties | Campus | 118 | ||||||||||||
GLA (Sq Ft) | ft² | 13,841 | 13,841 | 13,841 | 13,841 | 13,841 | 13,841 | |||||||
Acquisition aggregate cost of acquired properties purchase price, net of dispositions | $ 3,002,533,000 | ||||||||||||
Acquisition aggregate cost of acquired real estate related investments purchase price, net of principal repayments | $ 60,429,000 | ||||||||||||
AHI Group Holdings, LLC [Member] | |||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
Ownership percentage in affiliate | 47.10% | 47.10% | 47.10% | 47.10% | 47.10% | 47.10% | |||||||
Colony Capital, Inc. [Member] | |||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
Ownership percentage in affiliate | 45.10% | 45.10% | 45.10% | 45.10% | 45.10% | 45.10% | |||||||
James F. Flaherty III [Member] | |||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
Ownership percentage in affiliate | 7.80% | 7.80% | 7.80% | 7.80% | 7.80% | 7.80% | |||||||
American Healthcare Investors [Member] | |||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
Ownership percentage in affiliate | 75.00% | 75.00% | 75.00% | 75.00% | 75.00% | 75.00% | |||||||
Griffin Capital Corporation [Member] | |||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
Ownership percentage in affiliate | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | |||||||
Common Stock | |||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
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] | |||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
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 | ||||||||||||
2015 DRIP Offering [Member] | |||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 250,000,000 | ||||||||||||
Issuance of common stock under the DRIP | $ 245,396,000 | ||||||||||||
Issuance of common stock under the DRIP, shares | shares | 26,386,545 | ||||||||||||
2019 DRIP Offering [Member] | |||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 200,000,000 | ||||||||||||
Issuance of common stock under the DRIP | $ 13,141,000 | $ 54,385,000 | |||||||||||
Issuance of common stock under the DRIP, shares | shares | 1,398,021 | 5,796,607 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Detail) - USD ($) $ in Thousands | 3 Months Ended | 84 Months Ended | 87 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | |
Accounting Policies [Line Items] | ||||
Accounts Receivable, Allowance for Credit Loss | $ 10,809 | $ 11,435 | $ 10,809 | |
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 3,826 | $ 3,244 | ||
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) from Collections or Adjustments | (2,478) | (1,227) | ||
Accounts Receivable, Allowance for Credit Loss, Writeoff | (1,974) | (1,243) | ||
Payroll related costs | 33,472 | 24,118 | 33,472 | |
Insurance reserves | 33,237 | 35,581 | 33,237 | |
Accrued capital expenditures | 22,398 | 25,019 | 22,398 | |
Accrued property taxes | 15,885 | 14,501 | 15,885 | |
Accrued distributions | $ 9,955 | $ 10,125 | $ 9,974 | $ 9,955 |
General Partnership [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of ownership in operating partnership | 99.99% | 99.99% | ||
Limited Partnership [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of limited partnership interest | 0.01% | 0.01% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | $ 289,926 | $ 268,282 |
Integrated Senior Health Campuses [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 267,794 | 251,714 |
Senior Housing-RIDEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 22,132 | 16,568 |
Resident Fees and Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 289,926 | 268,282 |
Resident Fees and Services [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 55,400 | 53,053 |
Resident Fees and Services [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 234,526 | 215,229 |
Resident Fees and Services [Member] | Private and Other Payors [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 149,967 | 138,756 |
Resident Fees and Services [Member] | Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 87,219 | 84,477 |
Resident Fees and Services [Member] | Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 52,740 | 45,049 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 267,794 | 251,714 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 54,528 | 52,342 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 213,266 | 199,372 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses [Member] | Private and Other Payors [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 128,267 | 122,201 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses [Member] | Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 87,219 | 84,477 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses [Member] | Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 52,308 | 45,036 |
Resident Fees and Services [Member] | Senior Housing-RIDEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 22,132 | 16,568 |
Resident Fees and Services [Member] | Senior Housing-RIDEA [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 872 | 711 |
Resident Fees and Services [Member] | Senior Housing-RIDEA [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 21,260 | 15,857 |
Resident Fees and Services [Member] | Senior Housing-RIDEA [Member] | Private and Other Payors [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 21,700 | 16,555 |
Resident Fees and Services [Member] | Senior Housing-RIDEA [Member] | Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | 0 | 0 |
Resident Fees and Services [Member] | Senior Housing-RIDEA [Member] | Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Resident fees and services | $ 432 | $ 13 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable and Deferred Revenue (Details) - Resident Fees and Services [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Jan. 01, 2020 | |
Accounts Receivable, Net - Resident Fees and Services | ||
Accounts Receivable, Net - Resident Fees and Services | $ 102,955 | $ 105,036 |
(Decrease)/Increase | (2,081) | |
Deferred Revenue - Resident fees and Services | ||
Deferred Revenue | 13,529 | 13,518 |
Increase | 11 | |
Medicare [Member] | ||
Accounts Receivable, Net - Resident Fees and Services | ||
Accounts Receivable, Net - Resident Fees and Services | 31,766 | 32,127 |
(Decrease)/Increase | (361) | |
Medicaid [Member] | ||
Accounts Receivable, Net - Resident Fees and Services | ||
Accounts Receivable, Net - Resident Fees and Services | 23,095 | 26,366 |
(Decrease)/Increase | (3,271) | |
Private and Other Payors [Member] | ||
Accounts Receivable, Net - Resident Fees and Services | ||
Accounts Receivable, Net - Resident Fees and Services | 48,094 | $ 46,543 |
(Decrease)/Increase | $ 1,551 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)facility | Mar. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of Skilled Nursing Facilities Impaired | facility | 1 | |
Impairment of real estate investments | $ 5,102 | $ 0 |
Skilled Nursing Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of real estate investments | 3,711 | |
Carrying value after impairment | $ 3,840 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies Significant Accounting Policies - Properties Held for Sale (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)facility | Mar. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of Integrated Senior Health Campuses Impaired | facility | 1 | |
Impairment of real estate investments | $ 5,102 | $ 0 |
Integrated Senior Health Campus [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of real estate investments | 1,391 | |
Carrying value after impairment | $ 350 |
Real Estate Investments, Net -
Real Estate Investments, Net - Investments in Consolidated Properties (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 2,639,414 | $ 2,608,319 |
Less: accumulated depreciation | (359,657) | (337,898) |
Real estate investments, net | 2,279,757 | 2,270,421 |
Building, improvements and construction in process [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 2,282,943 | 2,262,320 |
Land and Land Improvements [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 197,187 | 195,491 |
Furniture, fixtures and equipment [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 159,284 | $ 150,508 |
Real Estate Investments, Net _2
Real Estate Investments, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Real Estate Properties [Line Items] | ||
Depreciation | $ 22,742 | $ 22,204 |
Integrated Senior Health Campuses [Member] | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 30,332 | |
Medical Office Building [Member] | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 4,199 | |
Senior Housing-RIDEA [Member] | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 254 | |
Hospitals [Member] | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 15 | |
Senior Housing [Member] | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 0 | |
Skilled Nursing Facilities [Member] | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | $ 0 | |
Two Thousand Twenty Acquisition [Member] | ||
Real Estate Properties [Line Items] | ||
Percentage of contract purchase price paid acquisition fee, in cash | 2.25% | |
Ownership percentage | 67.60% | |
Acquisition contract purchase price of land acquired | $ 1,693 |
Debt Security Investment, Net -
Debt Security Investment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Oct. 15, 2015 | |
Debt Security Investment, Net | ||||
Debt security investment, net | $ 73,476 | $ 72,717 | ||
Held-to-Maturity, Debt Securities, Unamortized closing costs | 1,335 | $ 1,375 | ||
Accretion on debt security | 799 | $ 725 | ||
Amortization of loan and closing costs | $ 40 | $ 33 | ||
Debt security investment [Member] | ||||
Debt Security Investment, Net | ||||
Stated Interest Rate | 4.24% | |||
Debt security investment maturity date | Aug. 25, 2025 | |||
Stated amount after maturity | $ 93,433 | |||
Yield to Maturity Interest Rate | 10.00% | |||
Beneficial ownership interest in Mortgage Trust | 10.00% |
Identified Intangible Assets,_3
Identified Intangible Assets, Net - Summary of Identified Intangibles, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets | $ 31,591 | |
Identified intangible assets, net | $ 159,031 | $ 160,247 |
Weighted average remaining life | 9 years 7 months 6 days | 9 years 8 months 12 days |
Certificates Of Need [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets | $ 96,653 | $ 94,838 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets | 30,787 | 30,787 |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets | $ 27,550 | $ 30,407 |
Weighted average remaining life | 9 years 3 months 18 days | 9 years 4 months 24 days |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets | $ 2,466 | $ 2,504 |
Weighted average remaining life | 16 years 6 months | 16 years 9 months 18 days |
Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets | $ 1,340 | $ 1,452 |
Weighted average remaining life | 4 years 10 months 24 days | 5 years |
Internally Developed Technology and Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets | $ 235 | $ 259 |
Weighted average remaining life | 2 years 6 months | 2 years 9 months 18 days |
Identified Intangible Assets,_4
Identified Intangible Assets, Net - Summary of Identified Intangibles, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 2,106 | $ 3,345 | |
In-Place Leases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 21,663 | $ 21,029 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 374 | 336 | |
Above Market Leases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 2,033 | 2,057 | |
Internally Developed Technology and Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 235 | $ 211 | |
Above Market Leases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 112 | $ 212 |
Identified Intangible Assets,_5
Identified Intangible Assets, Net - Summary of Amortization Expense on Identified Intangible Assets, Net (Detail) $ in Thousands | Mar. 31, 2020USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2020 | $ 4,559 |
2021 | 4,639 |
2022 | 3,892 |
2023 | 3,123 |
2024 | 2,706 |
Thereafter | 12,672 |
Amortized intangible assets | $ 31,591 |
Other Assets, Net - Other Asset
Other Assets, Net - Other Assets, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Other Assets [Abstract] | ||
Deferred rent receivables | $ 34,149 | $ 33,205 |
Prepaid expenses, deposits and other assets | 25,748 | 26,816 |
Inventory | 21,497 | 23,872 |
Investment in unconsolidated entities | 19,584 | 20,176 |
Deferred tax assets, net | 16,743 | 13,315 |
Lease commissions, net of accumulated amortization of $2,454,000 and $2,201,000 as of March 31, 2020 and December 31, 2019, respectively | 11,157 | 10,794 |
Deferred financing costs, net of accumulated amortization of $2,902,000 and $2,138,000 as of March 31, 2020 and December 31, 2019, respectively(2) | 7,395 | 8,137 |
Lease inducement, net of accumulated amortization of $1,228,000 and $1,140,000 as of March 31, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 10.7 years and 10.9 years as of March 31, 2020 and December 31, 2019, respectively) | 3,772 | 3,860 |
Other assets, net | 140,045 | 140,175 |
Accumulated amortization of lease commissions | 2,454 | 2,201 |
Accumulated amortization of deferred financing costs | 2,902 | 2,138 |
Accumulated amortization of lease inducements | $ 1,228 | $ 1,140 |
Lease Inducements, Weighted Average Remaining Life | 10 years 8 months 12 days | 10 years 10 months 24 days |
Other Assets, Net - Additional
Other Assets, Net - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)Campus | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Other Assets [Abstract] | |||
Number of Senior Health Campuses Owned by Joint Venture | Campus | 3 | ||
Number of Senior Health Campuses, operated by joint venture | Campus | 16 | ||
Amortization expense on deferred financing costs | $ 760 | $ 1,030 | |
Amortization of deferred lease inducements | $ 88 | $ 88 | |
Unconsolidated Entity | |||
Related Party Transaction [Line Items] | |||
Ownership percentage in affiliate | 33.80% | 33.80% | |
Due from unconsolidated entity | $ 2,551 | $ 5,133 |
Other Assets, Net - Unconsolida
Other Assets, Net - Unconsolidated Entity Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Balance Sheet Data: | |||
Total assets | $ 292,745 | $ 295,319 | |
Total liabilities | 267,157 | 268,528 | |
Statement of Operations Data: | |||
Revenues | 39,402 | $ 35,368 | |
Expenses | 41,305 | 36,277 | |
Net loss | (1,903) | (909) | |
Unconsolidated Entity | |||
Balance Sheet Data: | |||
Total assets | 275,529 | 278,297 | |
Total liabilities | 249,727 | 251,283 | |
Statement of Operations Data: | |||
Revenues | 35,883 | 35,368 | |
Expenses | 37,095 | 36,231 | |
Net loss | (1,212) | (863) | |
Other Subsidiary, Unconsolidated [Member] | |||
Balance Sheet Data: | |||
Total assets | 17,216 | 17,022 | |
Total liabilities | 17,430 | $ 17,245 | |
Statement of Operations Data: | |||
Revenues | 3,519 | 0 | |
Expenses | 4,210 | 46 | |
Net loss | $ (691) | $ (46) |
Mortgage Loans Payable, Net - A
Mortgage Loans Payable, Net - Additional Information (Detail) $ in Thousands | Mar. 31, 2020USD ($)MortgageLoan | Dec. 31, 2019USD ($)MortgageLoan | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Mortgage loans payable, gross | $ | $ 821,319 | $ 816,217 | ||||
Mortgage loans payable, net | $ | $ 797,774 | [1] | $ 792,870 | [1] | $ 691,896 | $ 688,262 |
Number of fixed rate mortgage loans payable | MortgageLoan | 58 | 58 | ||||
Number Of Variable Rate Mortgage Loans Payable | MortgageLoan | 11 | 7 | ||||
Mortgage Loans Payable, Net | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Debt, weighted average interest rate | 3.82% | 3.85% | ||||
Minimum [Member] | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.45% | 2.45% | ||||
Maximum [Member] | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.08% | 6.21% | ||||
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2020 and December 31, 2019 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT III Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2019 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $562,500,000 and $557,000,000 as of March 31, 2020 and December 31, 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
Mortgage Loans Payable, Net - M
Mortgage Loans Payable, Net - Mortgage Loans Payable (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||
Debt Instrument: | ||||
Total debt | $ 821,319 | $ 816,217 | ||
Deferred finance costs, net | (7,395) | (8,137) | ||
Add: premium | 279 | 304 | ||
Less: discount | (14,056) | (14,289) | ||
Change in Carrying Amount of Mortgage Loans Payable [Roll Forward] | ||||
Beginning balance | 792,870 | [1] | $ 688,262 | |
Borrowings under mortgage loans payable | 8,239 | 6,080 | ||
Amortization of deferred financing costs | 395 | 258 | ||
Amortization of discount/premium on mortgage loans payable | 208 | 169 | ||
Scheduled principal payments on mortgage loans payable | (3,137) | (2,867) | ||
Deferred financing costs | (801) | (6) | ||
Ending balance | 797,774 | [1] | $ 691,896 | |
Fixed Rate Debt | ||||
Debt Instrument: | ||||
Total debt | 711,664 | 714,786 | ||
Variable Rate Debt | ||||
Debt Instrument: | ||||
Total debt | 109,655 | 101,431 | ||
Mortgage Loans Payable, Net | ||||
Debt Instrument: | ||||
Deferred finance costs, net | $ (9,768) | $ (9,362) | ||
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2020 and December 31, 2019 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT III Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2019 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $562,500,000 and $557,000,000 as of March 31, 2020 and December 31, 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
Mortgage Loans Payable - Princi
Mortgage Loans Payable - Principal Payments Due on Mortgage Loans Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | ||
2020 | $ 68,701 | |
2021 | 55,936 | |
2022 | 62,070 | |
2023 | 41,164 | |
2024 | 73,176 | |
Thereafter | 520,272 | |
Total | $ 821,319 | $ 816,217 |
Lines of Credit and Term Loans
Lines of Credit and Term Loans (Detail) | Sep. 05, 2019USD ($)Extension | Jan. 25, 2019USD ($)Extension | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Line of Credit Facility [Line Items] | |||||
Lines of credit and term loans | [1] | $ 834,379,000 | $ 815,879,000 | ||
2019 Corporate Line of Credit [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 630,000,000 | ||||
Potential maximum borrowing capacity | 1,000,000,000 | ||||
Increase to maximum borrowing capacity | $ 370,000,000 | ||||
Debt Instrument, Maturity Date | Jan. 25, 2022 | ||||
Days business notice needed to increase credit facility | 5 days | ||||
Line Of Credit Facility, Number Of Potential Extensions | Extension | 1 | ||||
Line Of Credit Facility, Potential Extension Term | 12 months | ||||
2019 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% | ||||
2019 Corporate Line of Credit [Member] | Federal Funds Rate [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 0.50% | ||||
2019 Corporate Line of Credit [Member] | One-Month Eurodollar [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 1.00% | ||||
2019 Corporate Line of Credit [Member] | Minimum [Member] | Eurodollar [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 1.50% | ||||
2019 Corporate Line of Credit [Member] | Minimum [Member] | Base Rate [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 0.50% | ||||
2019 Corporate Line of Credit [Member] | Maximum [Member] | Eurodollar [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 2.20% | ||||
2019 Corporate Line of Credit [Member] | Maximum [Member] | Base Rate [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 1.20% | ||||
2019 Corporate Line of Credit [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Current borrowing capacity | 630,000,000 | 630,000,000 | |||
Lines of credit and term loans | $ 562,500,000 | $ 557,000,000 | |||
Debt, weighted average interest rate | 2.99% | 3.83% | |||
2019 Corporate Line of Credit [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | ||||
2019 Corporate Line of Credit [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage condition one | 0.20% | ||||
Average daily used amount percentage condition one | 50.00% | ||||
Commitment fee percentage condition two | 0.25% | ||||
Average daily used amount percentage condition two | 50.00% | ||||
2019 Corporate Line of Credit [Member] | Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 480,000,000 | ||||
2019 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 | ||||
2019 Corporate Line of Credit [Member] | Swing Line Loan [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||
2019 Trilogy Credit Facility [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Maturity Date | Sep. 5, 2023 | ||||
Line Of Credit Facility, Number Of Potential Extensions | Extension | 1 | ||||
Line Of Credit Facility, Potential Extension Term | 12 months | ||||
2019 Trilogy Credit Facility [Member] | Base Rate [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 1.75% | ||||
2019 Trilogy Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 2.75% | ||||
2019 Trilogy Credit Facility [Member] | Federal Funds Effective Rate [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 0.50% | ||||
2019 Trilogy Credit Facility [Member] | One-Month LIBOR [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 1.00% | ||||
2019 Trilogy Credit Facility [Member] | Aggregate Real Estate Revolving Credit Obligations [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Unused commitments percentage one | 0.15% | ||||
Unused commitments percentage two | 50.00% | ||||
Daily commitments percentage condition one | 50.00% | ||||
Daily commitments percentage condition two | 0.20% | ||||
2019 Trilogy Credit Facility [Member] | Aggregate A/R Revolving Credit Obligations [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Unused commitments percentage one | 0.15% | ||||
Unused commitments percentage two | 50.00% | ||||
Daily commitments percentage condition one | 50.00% | ||||
Daily commitments percentage condition two | 0.20% | ||||
2019 Trilogy Credit Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Current borrowing capacity | $ 360,000,000 | $ 360,000,000 | |||
Lines of credit and term loans | $ 271,879,000 | $ 258,879,000 | |||
Debt, weighted average interest rate | 3.75% | 4.52% | |||
2019 Trilogy Credit Facility [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 360,000,000 | ||||
Potential maximum borrowing capacity | 500,000,000 | ||||
Increase to maximum borrowing capacity | $ 140,000,000 | ||||
Days business notice needed to increase credit facility | 10 days | ||||
2019 Trilogy Credit Facility [Member] | Standby Letters of Credit [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||||
2019 Trilogy Credit Facility [Member] | Swing Line Loan [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 35,000,000 | ||||
Real Estate Assets and Ancillary Business Cash Flow [Member] | 2019 Trilogy Credit Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 325,000,000 | ||||
Eligible Accounts Receivable [Member] | 2019 Trilogy Credit Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | ||||
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2020 and December 31, 2019 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT III Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2019 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $562,500,000 and $557,000,000 as of March 31, 2020 and December 31, 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)instrument | Mar. 31, 2019USD ($) | Dec. 31, 2019instrument | |
Derivative [Line Items] | |||
Loss in fair value of derivative financial instruments | $ | $ (8,183) | $ (560) | |
Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Number of derivative financial instruments (in instruments) | instrument | 0 | 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Detail) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | ||
Fair Value | $ (12,154) | $ (3,971) |
Cap [Member] | ||
Derivative [Line Items] | ||
Instrument | Cap | |
Derivative, Notional Amount | $ 20,000 | |
Index | one month LIBOR | |
Interest Rate | 3.00% | |
Maturity Date | Sep. 23, 2021 | |
Fair Value | $ 3 | 0 |
Swap, 2.10% Interest Rate [Member] | ||
Derivative [Line Items] | ||
Instrument | Swap | |
Derivative, Notional Amount | $ 250,000 | |
Index | one month LIBOR | |
Interest Rate | 2.10% | |
Maturity Date | Jan. 25, 2022 | |
Fair Value | $ (8,184) | (2,821) |
Swap, 1.98% Interest Rate [Member] | ||
Derivative [Line Items] | ||
Instrument | Swap | |
Derivative, Notional Amount | $ 130,000 | |
Index | one month LIBOR | |
Interest Rate | 1.98% | |
Maturity Date | Jan. 25, 2022 | |
Fair Value | $ (3,973) | $ (1,150) |
Identified Intangible Liabili_3
Identified Intangible Liabilities, Net - Summary of Identified Intangibles, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Finite Lived Intangible Liabilities [Line Items] | |||
Identified intangible liabilities, net | $ 570 | $ 663 | |
Below Market Lease [Member] | |||
Finite Lived Intangible Liabilities [Line Items] | |||
Identified intangible liabilities, net | 570 | 663 | |
Net of accumulated amortization | 1,353 | $ 1,342 | |
Amortization expense | $ 93 | $ 105 | |
Weighted average remaining life | 2 years 9 months 18 days | 4 years 3 months 18 days |
Identified Intangible Liabili_4
Identified Intangible Liabilities, Net - Summary of Amortization Expense on Below Market Leases (Detail) $ in Thousands | Mar. 31, 2020USD ($) |
Intangible Liabilities [Abstract] | |
2020 | $ 203 |
2021 | 180 |
2022 | 89 |
2023 | 71 |
2024 | 27 |
Thereafter | 0 |
Finite Lived Intangible Liabilities Net | $ 570 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 84 Months Ended | 87 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | |
Changes in the carrying amount of redeemable noncontrolling interest [Roll Forward] | |||||
Beginning balance | $ 44,105 | $ 38,245 | $ 38,245 | ||
Reclassification from equity | 195 | 195 | |||
Distributions | 0 | (485) | |||
Repurchase of redeemable noncontrolling interests | 0 | (3) | |||
Fair value adjustment to redemption value | 15 | (253) | |||
Net income attributable to redeemable noncontrolling interests | 228 | 140 | |||
Ending balance | $ 44,543 | 37,839 | $ 44,105 | $ 44,105 | $ 44,543 |
Trilogy Joint Venture [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Joint venture ownership interest | 70.00% | 70.00% | 70.00% | 70.00% | |
Trilogy Investors, LLC [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Ownership percentage equity interest | 96.60% | 96.60% | 96.60% | 96.60% | |
Parent | |||||
Changes in the carrying amount of redeemable noncontrolling interest [Roll Forward] | |||||
Fair value adjustment to redemption value | $ 11 | $ (177) | |||
Redeemable Limited Partnership Units [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 222 | 222 | 222 | ||
Trilogy Investors, LLC [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 3.40% | 3.40% | 3.40% | 3.40% | |
General Partnership [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Percentage of ownership in operating partnership | 99.99% | 99.99% | |||
Limited Partnership [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Percentage of limited partnership interest | 0.01% | 0.01% |
Equity Accumulated Other Compre
Equity Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance Stockholders' Equity | $ 1,058,663 | $ 1,218,635 |
Net change in current period | (533) | 219 |
Ending balance Stockholders' Equity | 1,034,130 | 1,175,318 |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance Stockholders' Equity | (2,255) | (2,560) |
Ending balance Stockholders' Equity | $ (2,788) | $ (2,341) |
Equity (Detail)
Equity (Detail) - USD ($) | Apr. 01, 2020 | Dec. 01, 2015 | Feb. 26, 2014 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Apr. 21, 2015 | Mar. 29, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Oct. 03, 2019 | Jan. 30, 2019 | Dec. 31, 2018 | Oct. 03, 2018 | Oct. 04, 2017 | Oct. 05, 2016 | Jan. 06, 2016 | Mar. 25, 2015 |
Issuance of common stock under the DRIP, shares | 32,733,694 | 34,131,715 | ||||||||||||||||
Granted (in shares) | 127,500 | |||||||||||||||||
Maximum percentage of common stock repurchased during period | 5.00% | |||||||||||||||||
Cap percentage on repurchases | 5.00% | |||||||||||||||||
Maximum Number of Repurchase Shares Owned, Value | $ 2,500 | |||||||||||||||||
Share Repurchase Plan Percentage of Price per-Share Condition Four | 100.00% | 100.00% | 100.00% | |||||||||||||||
Common stock repurchased during period under share repurchase plan, shares | 0 | 3,883,716 | 23,846,540 | 23,846,540 | ||||||||||||||
Stock repuchased during period value under the share repurchase plan, value | $ 36,486,000 | $ 221,823,000 | $ 221,823,000 | |||||||||||||||
Stock acquired average cost per share | $ 9.39 | $ 9.30 | $ 9.30 | |||||||||||||||
Number of shares of preferred stock, authorized to be issued | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||
Par value of preferred stock, authorized to be issued | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Par value of common stock to be offered and sold to the public | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Issuance of common stock under the DRIP | $ 13,141,000 | $ 14,196,000 | $ 305,151,000 | $ 318,292,000 | ||||||||||||||
Number of shares of common stock, authorized to be issued | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||||
Maximum dollar amount of common stock issuable under public offering | 1,900,000,000 | |||||||||||||||||
Common stock, shares outstanding | 195,365,495 | 195,365,495 | 193,967,474 | 195,365,495 | ||||||||||||||
Stock based compensation | $ 43,000 | $ 43,000 | ||||||||||||||||
Preferred Stock, Value, Subscriptions | $ 125,000 | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.50% | |||||||||||||||||
Common stock, shares, issued | 195,365,495 | 195,365,495 | 193,967,474 | 195,365,495 | ||||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||||||||||||
Profits Interests [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | 0 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 0 | 0 | ||||||||||||||||
Two Thousand Thirteen Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||||||
Stock based compensation | $ 43,000 | $ 43,000 | ||||||||||||||||
2019 DRIP Offering [Member] | ||||||||||||||||||
Issuance of common stock under the DRIP, shares | 1,398,021 | 5,796,607 | ||||||||||||||||
Issuance of common stock under the DRIP | $ 13,141,000 | $ 54,385,000 | ||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 200,000,000 | |||||||||||||||||
2015 DRIP Offering and 2019 DRIP Offering [Member] | ||||||||||||||||||
Issuance of common stock under the DRIP, shares | 1,515,098 | |||||||||||||||||
Issuance of common stock under the DRIP | $ 14,196,000 | |||||||||||||||||
DRIP [Member] | ||||||||||||||||||
Subscriptions in offering of common stock received and accepted shares | 1,948,563 | |||||||||||||||||
Maximum amount of common stock issuable under public offering | $ 35,000,000 | |||||||||||||||||
Share price | $ 9.40 | $ 9.37 | $ 9.27 | $ 9.01 | ||||||||||||||
Common Stock | ||||||||||||||||||
Subscriptions in offering of common stock received and accepted shares | 184,930,598 | |||||||||||||||||
2015 DRIP Offering [Member] | ||||||||||||||||||
Issuance of common stock under the DRIP, shares | 26,386,545 | |||||||||||||||||
Issuance of common stock under the DRIP | $ 245,396,000 | |||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 250,000,000 | |||||||||||||||||
Total Stockholders' Equity | ||||||||||||||||||
Issuance of common stock under the DRIP | $ 13,141,000 | $ 14,196,000 | ||||||||||||||||
Common Stock | ||||||||||||||||||
Issuance of common stock under the DRIP, shares | 1,398,021 | 1,515,098 | ||||||||||||||||
Issuance of common stock under the DRIP | $ 14,000 | $ 15,000 | ||||||||||||||||
Shares, Issued | 195,365,495 | 195,188,759 | 195,365,495 | 193,967,474 | 195,365,495 | 197,557,377 | ||||||||||||
Trilogy Investors, LLC [Member] | ||||||||||||||||||
Ownership percentage equity interest | 96.60% | 96.60% | 96.60% | 96.60% | ||||||||||||||
Trilogy Joint Venture [Member] | ||||||||||||||||||
Net earning of joint venture allocated to noncontrolling interest | 30.00% | 30.00% | ||||||||||||||||
Joint venture ownership interest | 70.00% | 70.00% | 70.00% | 70.00% | ||||||||||||||
Lakeview IN Medical Plaza [Member] | ||||||||||||||||||
Net earning of joint venture allocated to noncontrolling interest | 14.00% | 14.00% | ||||||||||||||||
Joint venture ownership interest | 86.00% | 86.00% | 86.00% | 86.00% | ||||||||||||||
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 | $ 195,000 | $ 195,000 | ||||||||||||||||
Griffin American Advisor [Member] | ||||||||||||||||||
Stock purchased | 22,222 | 22,222 | 22,222 | 22,222 | ||||||||||||||
Griffin-American Healthcare REIT IV, Inc. [Member] | Trilogy Joint Venture [Member] | ||||||||||||||||||
Joint venture ownership interest | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||||||||
NorthStar Healthcare Income, Inc. [Member] | Trilogy Joint Venture [Member] | ||||||||||||||||||
Joint venture ownership interest | 24.00% | 24.00% | 24.00% | 24.00% | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Common stock repurchased during period under share repurchase plan, shares | 1,893,413 | |||||||||||||||||
Stock repuchased during period value under the share repurchase plan, value | $ 17,986,000 | |||||||||||||||||
Stock acquired average cost per share | $ 9.50 |
Equity - Status and Changes of
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock [Roll Forward] | ||
Stock based compensation | $ 43 | $ 43 |
Two Thousand Thirteen Incentive Plan [Member] | Restricted Stock [Member] | ||
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock [Roll Forward] | ||
Stock based compensation | $ 43 | $ 43 |
Common Stock | Two Thousand Thirteen Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 2,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 62 Months Ended | 73 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 6,175 | $ 6,241 | ||||
Advisor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of contract purchase price paid acquisition fee, in cash | 2.25% | |||||
Acquisition price for any real estate-related investment we originate or acquire | 2.00% | |||||
Asset Management Fee Percent | 0.75% | |||||
Subordinated asset management fee subject to stockholders receiving distributions, percentage | 5.00% | 5.00% | 5.00% | 5.00% | ||
Percentage Of Property Oversight Fees | 1.00% | 1.00% | 1.00% | 1.00% | ||
Percentage Of Property Oversight Fees - Multiple Tenants | 1.50% | 1.50% | 1.50% | 1.50% | ||
Minimum percentage of lease fee | 3.00% | 3.00% | 3.00% | 3.00% | ||
Maximum percentage of lease fee | 6.00% | 6.00% | 6.00% | 6.00% | ||
Maximum percentage of construction management fee | 5.00% | 5.00% | 5.00% | 5.00% | ||
Percentage Of Operating Expenses Of Average Invested Asset | 2.00% | 2.00% | 2.00% | 2.00% | ||
Percentage Of Operating Expense Of Net Income | 25.00% | |||||
Disposition fees as percentage of contract sales price | 2.00% | 2.00% | 2.00% | 2.00% | ||
Disposition fees as percentage of customary competitive real estate commission | 50.00% | 50.00% | 50.00% | 50.00% | ||
Maximum percentage of disposition fee | 6.00% | 6.00% | 6.00% | 6.00% | ||
Acquistion Fees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 36 | 358 | ||||
Development Fees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | 48 | 150 | ||||
Asset Management [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | 5,105 | 4,977 | ||||
Property Management Fee [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | 653 | 619 | ||||
Lease Commissions [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | 203 | 24 | ||||
Construction Management Fee [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | 69 | 37 | ||||
Operating Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 61 | $ 76 | ||||
Percentage of operating expenses of average invested assets | 0.90% | 0.90% | ||||
Percentage of operating expenses of net income | 21.50% | 19.20% | ||||
Subordinated distribution of net sales proceeds [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of distribution of net proceeds from sales of properties | 15.00% | 15.00% | 15.00% | 15.00% | ||
Annual cumulative non compounded return on gross proceeds from sale of shares | 7.00% | 7.00% | 7.00% | 7.00% | ||
Subordinated Distribution Upon Listing [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of distribution of net proceeds from sales of properties | 15.00% | 15.00% | 15.00% | 15.00% | ||
Annual cumulative non compounded return upon listing of shares | 7.00% | 7.00% | 7.00% | 7.00% | ||
Subordinated Distribution Upon Termination [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution rate of partnership amount to sub advisor | 15.00% | 15.00% | 15.00% | 15.00% | ||
Annual cumulative non compounded return on gross proceeds from sale of shares | 7.00% | 7.00% | 7.00% | 7.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amount Outstanding to Affiliates (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 2,238 | $ 2,321 |
Asset And Property Management Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 1,956 | 1,991 |
Construction Management Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 181 | 175 |
Lease Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 88 | 143 |
Operating Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 13 | $ 12 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Concentration of Risk, Derivative Instruments, Assets | $ 3 | $ 0 |
Assets, Fair Value Disclosure | 3 | 0 |
Liabilities: | ||
Fair Value, Concentration of Risk, Derivative Instruments, Liabilities | 12,157 | 3,971 |
Warrants | 1,178 | 1,178 |
Total liabilities at fair value | 13,335 | 5,149 |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Concentration of Risk, Derivative Instruments, Assets | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities: | ||
Fair Value, Concentration of Risk, Derivative Instruments, Liabilities | 0 | 0 |
Warrants | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Concentration of Risk, Derivative Instruments, Assets | 3 | 0 |
Assets, Fair Value Disclosure | 3 | 0 |
Liabilities: | ||
Fair Value, Concentration of Risk, Derivative Instruments, Liabilities | 12,157 | 3,971 |
Warrants | 0 | 0 |
Total liabilities at fair value | 12,157 | 3,971 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Concentration of Risk, Derivative Instruments, Assets | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities: | ||
Fair Value, Concentration of Risk, Derivative Instruments, Liabilities | 0 | 0 |
Warrants | 1,178 | 1,178 |
Total liabilities at fair value | $ 1,178 | $ 1,178 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisitions [Line Items] | ||
Warrants | $ 1,178 | $ 1,178 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Business Acquisitions [Line Items] | ||
Warrants | $ 1,178 | $ 1,178 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | ||
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | ||||||
Debt security investment, net | $ 73,476 | $ 72,717 | ||||
Debt security investment, fair value | 93,992 | 94,026 | ||||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||||||
Mortgage loans payable, net | 797,774 | [1] | 792,870 | [1] | $ 691,896 | $ 688,262 |
Mortgage loans payable, net fair value | 735,458 | 732,846 | ||||
Lines of credit and term loan, net | 826,984 | 807,742 | ||||
Line of credit and term loan, net fair value | $ 836,392 | $ 816,355 | ||||
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2020 and December 31, 2019 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT III Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2019 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $562,500,000 and $557,000,000 as of March 31, 2020 and December 31, 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
Income Taxes -Income (loss) bef
Income Taxes -Income (loss) before income tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (10,853) | $ 7,206 |
Foreign | (141) | (197) |
(Loss) Income before income taxes | $ (10,994) | $ 7,009 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal deferred | $ (587) | $ (548) |
State deferred | (65) | (70) |
Federal current | (38) | 0 |
Foreign current | 156 | 145 |
Valuation allowances | (2,677) | 624 |
Total income tax (benefit) expense | $ (3,211) | $ 151 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease revenue | $ 28,823 | $ 31,053 |
Variable lease payments | 4,450 | $ 4,741 |
Lessee, Operating Lease, Lease Not Yet Commenced | $ 28,703 | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lease not yet commenced, term of contract | 10 years |
Leases - Lessor, Future Minimum
Leases - Lessor, Future Minimum Rents Due (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Future Minimum Rent [Abstract] | |
2020 | $ 65,975 |
2021 | 86,734 |
2022 | 80,462 |
2023 | 72,527 |
2024 | 66,790 |
Thereafter | 450,439 |
Total | $ 822,927 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 8,194 | $ 7,456 |
Amortization of leased assets | 535 | 974 |
Accretion of lease liabilities | 169 | 79 |
Total lease cost | $ 8,898 | $ 8,509 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating leases, weighted-average remaining lease term | 13 years 3 months 18 days | 13 years 6 months |
Finance leases, weighted-average remaining lease term | 1 year 2 months 12 days | 1 year 3 months 18 days |
Operating leases, weighted-average discount rate | 5.91% | 5.94% |
Finance leases, weighted-average discount rate | 7.21% | 7.33% |
Leases - Supplemental Disclosur
Leases - Supplemental Disclosure of Cash Flows Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating cash outflows related to operating leases | $ 6,033 | $ 5,511 |
Operating cash outflows related to finance leases | 169 | 79 |
Financing cash outflows related to finance leases | 507 | 962 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 1,628 | $ 92 |
Leases - Future Minimum Rent Pa
Leases - Future Minimum Rent Payments, Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Lessee, Operating Lease, Description [Abstract] | |||
2020 | $ 18,804 | ||
2021 | 25,292 | ||
2022 | 25,798 | ||
2023 | 26,042 | ||
2024 | 25,355 | ||
Thereafter | 187,962 | ||
Total operating lease payments | 309,253 | ||
Less: interest | 102,331 | ||
Present value of operating lease liabilities | [1] | $ 206,922 | $ 207,371 |
[1] | Such liabilities of Griffin-American Healthcare REIT III, Inc. as of March 31, 2020 and December 31, 2019 represented liabilities of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT III Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT III, Inc. The creditors of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT III, Inc., except for the 2019 Corporate Line of Credit, as defined in Note 8, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $562,500,000 and $557,000,000 as of March 31, 2020 and December 31, 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT III, Inc. |
Leases - Future Minimum Rent _2
Leases - Future Minimum Rent Payments, Finance Leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Lessee, Finance Lease, Description [Abstract] | |
2020 | $ 733 |
2021 | 129 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total finance lease payments | 862 |
Less: interest | 22 |
Present value of finance lease liabilities | $ 840 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Detail) $ in Thousands | Mar. 31, 2020USD ($)segment | Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 6 | 6 | ||
Revenues: | ||||
Resident fees and services | $ 289,926 | $ 268,282 | ||
Real estate revenue | 30,118 | 32,776 | ||
Total revenues | 320,044 | 301,058 | ||
Expenses: | ||||
Property operating expenses | 255,740 | 234,952 | ||
Rental expenses | 8,170 | 8,425 | ||
Segment net operating income | 56,134 | 57,681 | ||
Operating Expenses | ||||
General and administrative | 6,574 | 6,917 | ||
Acquisition related expenses | 234 | (696) | ||
Depreciation and amortization | 25,087 | 25,628 | ||
Other income (expense): | ||||
Interest expense (including amortization of deferred financing costs and debt discount/premium) | (18,534) | (19,059) | ||
Loss in fair value of derivative financial instruments | (8,183) | (560) | ||
Impairment of real estate investments | (5,102) | 0 | ||
Loss from unconsolidated entities | (904) | (454) | ||
Foreign currency (loss) gain | (3,065) | 1,042 | ||
Other income | 555 | 208 | ||
(Loss) Income before income taxes | (10,994) | 7,009 | ||
Income tax benefit (expense) | 3,211 | (151) | ||
Net (loss) income | (7,783) | 6,858 | ||
Assets by Reportable Segment | ||||
Total assets | $ 3,167,049 | 3,167,049 | $ 3,172,289 | |
Goodwill | 75,309 | 75,309 | 75,309 | |
Segments, Geographical Areas | ||||
Real estate investments, net | 2,279,757 | 2,279,757 | 2,270,421 | |
United States [Member] | ||||
Revenues: | ||||
Total revenues | 318,846 | 299,822 | ||
Segments, Geographical Areas | ||||
Real estate investments, net | 2,232,687 | 2,232,687 | 2,219,882 | |
International [Member] | ||||
Revenues: | ||||
Total revenues | 1,198 | 1,236 | ||
Segments, Geographical Areas | ||||
Real estate investments, net | 47,070 | 47,070 | 50,539 | |
Integrated Senior Health Campuses [Member] | ||||
Revenues: | ||||
Resident fees and services | 267,794 | 251,714 | ||
Real estate revenue | 0 | 0 | ||
Total revenues | 267,794 | 251,714 | ||
Expenses: | ||||
Property operating expenses | 239,598 | 223,328 | ||
Rental expenses | 0 | 0 | ||
Segment net operating income | 28,196 | 28,386 | ||
Assets by Reportable Segment | ||||
Total assets | 1,805,142 | 1,805,142 | 1,791,868 | |
Goodwill | 75,309 | 75,309 | 75,309 | |
Senior Housing-RIDEA [Member] | ||||
Revenues: | ||||
Resident fees and services | 22,132 | 16,568 | ||
Real estate revenue | 0 | 0 | ||
Total revenues | 22,132 | 16,568 | ||
Expenses: | ||||
Property operating expenses | 16,142 | 11,624 | ||
Rental expenses | 0 | 0 | ||
Segment net operating income | 5,990 | 4,944 | ||
Assets by Reportable Segment | ||||
Total assets | 358,681 | 358,681 | 360,823 | |
Medical Office Building [Member] | ||||
Revenues: | ||||
Resident fees and services | 0 | 0 | ||
Real estate revenue | 19,598 | 20,554 | ||
Total revenues | 19,598 | 20,554 | ||
Expenses: | ||||
Property operating expenses | 0 | 0 | ||
Rental expenses | 7,638 | 7,816 | ||
Segment net operating income | 11,960 | 12,738 | ||
Assets by Reportable Segment | ||||
Total assets | 616,860 | 616,860 | 620,292 | |
Senior Housing [Member] | ||||
Revenues: | ||||
Resident fees and services | 0 | 0 | ||
Real estate revenue | 3,406 | 5,652 | ||
Total revenues | 3,406 | 5,652 | ||
Expenses: | ||||
Property operating expenses | 0 | 0 | ||
Rental expenses | 21 | 96 | ||
Segment net operating income | 3,385 | 5,556 | ||
Assets by Reportable Segment | ||||
Total assets | 146,754 | 146,754 | 152,909 | |
Skilled Nursing Facilities [Member] | ||||
Revenues: | ||||
Resident fees and services | 0 | 0 | ||
Real estate revenue | 4,363 | 3,659 | ||
Total revenues | 4,363 | 3,659 | ||
Expenses: | ||||
Property operating expenses | 0 | 0 | ||
Rental expenses | 406 | 362 | ||
Segment net operating income | 3,957 | 3,297 | ||
Assets by Reportable Segment | ||||
Total assets | 122,296 | 122,296 | 126,606 | |
Hospitals [Member] | ||||
Revenues: | ||||
Resident fees and services | 0 | 0 | ||
Real estate revenue | 2,751 | 2,911 | ||
Total revenues | 2,751 | 2,911 | ||
Expenses: | ||||
Property operating expenses | 0 | 0 | ||
Rental expenses | 105 | 151 | ||
Segment net operating income | 2,646 | $ 2,760 | ||
Assets by Reportable Segment | ||||
Total assets | 112,220 | 112,220 | 113,737 | |
Other Segments [Member] | ||||
Assets by Reportable Segment | ||||
Total assets | $ 5,096 | $ 5,096 | $ 6,054 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | Mar. 31, 2020segmentState | Mar. 31, 2020segmentState |
Concentration of Credit Risk | ||
Number of states accounted for ten percent | State | 2 | 2 |
Minimum percent share of each state annualized base rent that company owned | 10.00% | 10.00% |
Number of reportable segments | segment | 6 | 6 |
Minimum percent share of annualized base rent accounted by tenants | 10.00% | 10.00% |
Integrated Senior Health Campuses [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 50.90% | 50.90% |
Medical Office Building [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 26.50% | 26.50% |
Senior Housing-RIDEA [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 10.60% | 10.60% |
Skilled Nursing Facilities [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 5.50% | 5.50% |
Hospitals [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 3.80% | 3.80% |
Senior Housing [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 2.70% | 2.70% |
Indiana [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 38.30% | 38.30% |
Ohio [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 10.40% | 10.40% |
Per Share Data (Detail)
Per Share Data (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Participating securities, distributed and undistributed earnings (loss), basic | $ 7 | $ 7 | |
Restricted Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 46,500 | 46,500 | |
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 | 222 |