Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CTRE | |
Entity Registrant Name | CareTrust REIT, Inc. | |
Entity Central Index Key | 0001590717 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 95,582,455 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Real estate investments, net | $ 1,259,336 | $ 1,216,237 |
Other real estate investments, net | 29,419 | 18,045 |
Cash and cash equivalents | 214,354 | 36,792 |
Accounts and other receivables, net | 8,360 | 11,387 |
Prepaid expenses and other assets | 8,759 | 8,668 |
Deferred financing costs, net | 3,758 | 633 |
Total assets | 1,523,986 | 1,291,762 |
Liabilities and Equity: | ||
Senior unsecured notes payable, net | 295,342 | 295,153 |
Senior unsecured term loan, net | 198,555 | 99,612 |
Unsecured revolving credit facility | 185,000 | 95,000 |
Accounts payable and accrued liabilities | 13,972 | 15,967 |
Dividends payable | 20,086 | 17,783 |
Total liabilities | 712,955 | 523,515 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued and outstanding as of March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 and 85,867,044 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 884 | 859 |
Additional paid-in capital | 1,012,295 | 965,578 |
Cumulative distributions in excess of earnings | (202,148) | (198,190) |
Total equity | 811,031 | 768,247 |
Total liabilities and equity | $ 1,523,986 | $ 1,291,762 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (shares) | 0 | 0 |
Preferred stock, outstanding (shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (shares) | 500,000,000 | 500,000,000 |
Common stock, issued (shares) | 88,398,273 | 85,867,044 |
Common stock, outstanding (shares) | 88,398,273 | 85,867,044 |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Rental income | $ 38,347 | |
Rental income | $ 33,816 | |
Tenant reimbursements | 2,968 | |
Independent living facilities | 860 | 799 |
Interest and other income | 451 | 518 |
Total revenues | 39,658 | 38,101 |
Expenses: | ||
Depreciation and amortization | 11,902 | 11,577 |
Interest expense | 6,860 | 7,092 |
Property taxes | 826 | 2,968 |
Independent living facilities | 707 | 716 |
General and administrative | 3,310 | 3,192 |
Total expenses | 23,605 | 25,545 |
Other income: | ||
Gain on sale of real estate | 0 | 2,051 |
Net income | $ 16,053 | $ 14,607 |
Earnings per common share: | ||
Basic (in usd per share) | $ 0.18 | $ 0.19 |
Diluted (in usd per share) | $ 0.18 | $ 0.19 |
Weighted-average number of common shares: | ||
Basic (in shares) | 88,010 | 75,504 |
Diluted (in shares) | 88,010 | 75,504 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Cumulative Distributions in Excess of Earnings |
Beginning balance at Dec. 31, 2017 | $ 594,617 | $ 755 | $ 783,237 | $ (189,375) |
Beginning balance (in shares) at Dec. 31, 2017 | 75,478,202 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, net | (27) | $ 0 | (27) | |
Issuance of common stock, net, (in shares) | 0 | |||
Vesting of restricted common stock, net of shares withheld for employee taxes | (605) | (605) | ||
Vesting of restricted common stock, net of shares withheld for employee taxes (in shares) | 43,844 | |||
Amortization of stock-based compensation | 904 | 904 | ||
Common dividends ($0.225 and $0.205 per share for the three months ended 3/31/2019 and 3/31/2018, respectively) (in usd per share) | (15,608) | (15,608) | ||
Net income | 14,607 | 14,607 | ||
Ending balance at Mar. 31, 2018 | 593,888 | $ 755 | 783,509 | (190,376) |
Ending balance (in shares) at Mar. 31, 2018 | 75,522,046 | |||
Beginning balance at Dec. 31, 2018 | 768,247 | $ 859 | 965,578 | (198,190) |
Beginning balance (in shares) at Dec. 31, 2018 | 85,867,044 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, net | 47,243 | $ 24 | 47,219 | |
Issuance of common stock, net, (in shares) | 2,459,000 | |||
Vesting of restricted common stock, net of shares withheld for employee taxes | (1,495) | $ 1 | (1,496) | |
Vesting of restricted common stock, net of shares withheld for employee taxes (in shares) | 72,229 | |||
Amortization of stock-based compensation | 994 | 994 | ||
Common dividends ($0.225 and $0.205 per share for the three months ended 3/31/2019 and 3/31/2018, respectively) (in usd per share) | (20,011) | (20,011) | ||
Net income | 16,053 | 16,053 | ||
Ending balance at Mar. 31, 2019 | $ 811,031 | $ 884 | $ 1,012,295 | $ (202,148) |
Ending balance (in shares) at Mar. 31, 2019 | 88,398,273 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Common dividends (in usd per share) | $ 0.225 | $ 0.205 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 16,053 | $ 14,607 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization (including a below-market ground lease) | 11,906 | 11,582 |
Amortization of deferred financing costs | 541 | 484 |
Amortization of stock-based compensation | 994 | 904 |
Straight-line rental income | (463) | (591) |
Noncash interest income | (10) | (106) |
Gain on sale of real estate | 0 | (2,051) |
Change in operating assets and liabilities: | ||
Accounts and other receivables, net | (1,220) | (155) |
Prepaid expenses and other assets | (116) | (36) |
Accounts payable and accrued liabilities | 2,389 | (2,579) |
Net cash provided by operating activities | 30,074 | 22,059 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (52,697) | (47,103) |
Improvements to real estate | (452) | (11) |
Purchases of equipment, furniture and fixtures | (1,806) | (27) |
Investment in real estate mortgage and other loans receivable | (11,389) | 0 |
Principal payments received on real estate mortgage and other loans receivable | 411 | 23 |
Escrow deposits for acquisitions of real estate | (375) | (1,000) |
Net proceeds from the sale of real estate | 131 | 13,004 |
Net cash used in investing activities | (66,177) | (35,114) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, net | 47,260 | (10) |
Proceeds from the issuance of senior unsecured term loan | 200,000 | 0 |
Borrowings under unsecured revolving credit facility | 185,000 | 60,000 |
Payments on senior unsecured term loan | (100,000) | 0 |
Payments on unsecured revolving credit facility | (95,000) | (25,000) |
Payments of deferred financing costs | (4,390) | 0 |
Net-settle adjustment on restricted stock | (1,495) | (605) |
Dividends paid on common stock | (17,710) | (14,044) |
Net cash provided by financing activities | 213,665 | 20,341 |
Net increase in cash and cash equivalents | 177,562 | 7,286 |
Cash and cash equivalents, beginning of period | 36,792 | 6,909 |
Cash and cash equivalents, end of period | 214,354 | 14,195 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 2,242 | 2,675 |
Supplemental schedule of noncash investing and financing activities: | ||
Increase in dividends payable | 2,303 | 1,564 |
Increase in deferred financing costs payable | $ 144 | $ 0 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | ORGANIZATION Description of Business— CareTrust REIT, Inc.’s (“CareTrust REIT” or the “Company”) primary business consists of acquiring, financing, developing and owning real property to be leased to third-party tenants in the healthcare sector. As of March 31, 2019 , the Company owned and leased to independent operators, including The Ensign Group, Inc. (“Ensign”), 199 skilled nursing, multi-service campuses, assisted living and independent living facilities consisting of 19,668 operational beds and units located in Arizona, California, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Maryland, Michigan, Minnesota, Montana, Nebraska, Nevada, New Mexico, North Carolina, North Dakota, Ohio, Oregon, South Dakota, Texas, Utah, Virginia, Washington, West Virginia and Wisconsin. The Company also owns and operates three independent living facilities which have a total of 264 units located in Texas and Utah. As of March 31, 2019 , the Company also had other real estate investments consisting of two preferred equity investments totaling $5.7 million and two mortgage loans receivable of $23.7 million . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation —The accompanying condensed consolidated financial statements of the Company reflect, for all periods presented, the historical financial position, results of operations and cash flows of the Company and its consolidated subsidiaries consisting of (i) the net-leased skilled nursing, multi-service campuses, assisted living and independent living facilities, (ii) the operations of the three independent living facilities that the Company owns and operates; and (iii) the preferred equity investments and the mortgage loans receivable. The accompanying condensed consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the disclosures required by GAAP for a complete set of annual audited financial statements. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . In the opinion of management, all adjustments which are of a normal and recurring nature and considered necessary for a fair presentation of the results of the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year. All intercompany transactions and account balances within the Company have been eliminated. Recent Accounting Standards Adopted by the Company —On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors). Upon adoption of the lease ASU on January 1, 2019, the Company elected the following practical expedients provided by ASU No. 2018-11, Leases - Targeted Improvements and ASU No. 2018-20, Narrow Scope Improvements for Lessors (together with ASU 2016-02, the “new lease ASUs”): • Package of practical expedients – requires the Company not to reevaluate its existing or expired leases as of January 1, 2019, under the new lease ASUs. • Optional transition method practical expedient – requires the Company to apply the new lease ASUs prospectively from the adoption date of January 1, 2019. • Single component practical expedient – requires the Company to account for lease and nonlease components associated with that lease as a single component under the new lease ASUs, if certain criteria are met. • Short-term leases practical expedient – for the Company’s operating leases with a term of less than 12 months in which it is the lessee, this expedient requires the Company not to record on its balance sheet related lease liabilities and right-of-use assets. Overview related to both lessee and lessor accounting —The lease ASUs set new criteria for determining the classification of finance leases for lessees and sales-type leases for lessors. The criteria to determine whether a lease should be accounted for as a finance (sales-type) lease include the following: (i) ownership is transferred from lessor to lessee by the end of the lease term, (ii) an option to purchase is reasonably certain to be exercised, (iii) the lease term is for the major part of the underlying asset’s remaining economic life, (iv) the present value of lease payments equals or exceeds substantially all of the fair value of the underlying asset, and (v) the underlying asset is specialized and is expected to have no alternative use at the end of the lease term. If any of these criteria is met, a lease is classified as a finance lease by the lessee and as a sales-type lease by the lessor. If none of the criteria are met, a lease is classified as an operating lease by the lessee, but may still qualify as a direct financing lease or an operating lease for the lessor. The existence of a residual value guarantee from an unrelated third party other than the lessee may qualify the lease as a direct financing lease by the lessor. Otherwise, the lease is classified as an operating lease by the lessor. The election of the package of practical expedients discussed above and the optional transition method allowed the Company not to reassess: • Whether any expired or existing contracts as of January 1, 2019, were leases or contained leases. ◦ This practical expedient is primarily applicable to entities that have contracts containing embedded leases. As of January 1, 2019, the Company had no such contracts, therefore this practical expedient had no effect on the Company. • The lease classification for any leases expired or existing as of January 1, 2019. ◦ The election of the package of practical expedients required the Company not to reassess the classification of its leases existing as of January 1, 2019. For example, all of the Company’s leases that were classified as operating leases in accordance with the lease accounting standards in effect prior to January 1, 2019, continue to be classified as operating leases after adoption of the new lease ASUs. The Company applied the package of practical expedients consistently to all leases (i.e., in which the Company was the lessee or a lessor) that commenced before January 1, 2019. The election of this package permits the Company to “run off” its leases that commenced before January 1, 2019, for the remainder of their lease terms and to apply the new lease ASUs to leases commencing or modified after January 1, 2019. Lessor Accounting —Under the new lease ASUs, each lease agreement is evaluated to identify the lease and nonlease components at lease inception. The total consideration in the lease agreement is allocated to the lease and nonlease components based on their relative stand-alone selling prices. The new lease ASUs govern the recognition of revenue for lease components, and revenue related to nonlease components is subject to the revenue recognition ASU. Tenant recoveries for utilities, repairs and maintenance, and common area expenses are considered nonlease components. The Company generates revenues primarily by leasing healthcare-related properties to healthcare operators in triple-net lease arrangements, under which the tenant is solely responsible for the costs related to the property. As such, the Company has concluded its leases do not contain material nonlease components. Tenant reimbursements related to property taxes and insurance are neither lease nor nonlease components under the new lease ASUs. If a lessee makes payments for taxes and insurance directly to a third party on behalf of a lessor, lessors are required to exclude them from variable payments and from recognition in the lessors’ income statements. Otherwise, tenant recoveries for taxes and insurance are classified as additional rental income recognized by the lessor on a gross basis in its income statements. On January 1, 2019, the Company elected the single component practical expedient, which allows a lessor, by class of underlying asset, not to allocate the total consideration to the lease and nonlease components based on their relative stand-alone selling prices. This single component practical expedient requires the Company to account for the lease component and nonlease component(s) associated with that lease as a single component if (i) the timing and pattern of transfer of the lease component and the nonlease component(s) associated with it are the same and (ii) the lease component would be classified as an operating lease if it were accounted for separately. If the Company determines that the lease component is the predominant component, the Company accounts for the single component as an operating lease in accordance with the new lease ASUs. Conversely, the Company is required to account for the combined component under the new revenue recognition standard if the Company determines that the nonlease component is the predominant component. As a result of this assessment, rental revenues and tenant recoveries from the lease of real estate assets that qualify for this expedient are accounted for as a single component under the new lease ASUs, with tenant recoveries primarily as variable consideration. Tenant recoveries that do not qualify for the single component practical expedient and are considered nonlease components are accounted for under the revenue recognition standard. The components of the Company’s operating leases qualify for the single component presentation. For the three months ended March 31, 2018 , the Company recognized tenant recoveries for real estate taxes of $3.0 million , which were classified as tenant reimbursements on the Company’s condensed consolidated income statements. Prior to the adoption of Accounting Standard Codification (“ASC”) 842, the Company recognized tenant recoveries as tenant reimbursement revenues regardless of whether the third party was paid by the lessor or lessee. Effective January 1, 2019, such tenant recoveries are recognized to the extent that the Company pays the third party directly and classified as rental income on the Company’s condensed consolidated income statements. Due to the application of the new lease ASUs, the Company recognized, on a gross basis, real estate taxes of $0.8 million for the three months ended March 31, 2019 . Under the new lease ASUs, the Company recognizes rental revenue, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, if any, from tenants under lease arrangements with minimum fixed and determinable increases on a straight-line basis over the non-cancellable term of the related leases when collectability is probable. For the three months ended March 31, 2019 , the Company did not recognize any adjustments to rental income related to recognized rental income in the prior periods. Lessee Accounting —Under the new lease ASUs, lessees are required to apply a dual approach by classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, which corresponds to a similar evaluation performed by lessors. In addition to this classification, a lessee is also required to recognize a right-of-use asset and a lease liability for all leases regardless of their classification, whereas a lessor is not required to recognize a right-of-use asset and a lease liability for any operating leases. As of March 31, 2019 , the remaining contractual payments under the Company’s ground and office lease arrangements for which it is the lessee aggregated approximately $0.1 million . While these leases are subject to this ASU application effective January 1, 2019, the lease liability and corresponding right-of-use asset do not have a material effect on the Company’s condensed consolidated financial statements. Estimates and Assumptions —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that the assumptions and estimates used in preparation of the underlying consolidated financial statements are reasonable. Actual results, however, could differ from those estimates and assumptions. Real Estate Acquisition Valuation — In accordance with ASC 805, Business Combinations , acquisitions that are income-producing real estate are recorded as a business combination. If the acquisition does not meet the definition of a business, acquisitions are recorded as an asset acquisition. The assets acquired and liabilities assumed are measured at their acquisition date fair values for a business combination and at relative fair values for an asset acquisition. For transactions that are business combinations, acquisition costs are expensed as incurred and restructuring costs that do not meet the definition of a liability at the acquisition date are expensed in periods subsequent to the acquisition date. For transactions that are asset acquisitions, acquisition costs are capitalized as incurred. The Company’s real estate acquisitions generally are classified as asset acquisitions. In addition, for such asset acquisitions, no goodwill is recognized and third party transaction costs are capitalized. The Company allocates the acquisition costs to the tangible assets, identifiable intangible assets/liabilities and assumed liabilities on a relative fair value basis. The Company assesses fair value based on available market information, such as capitalization and discount rates, comparable sale transactions and relevant per square foot or unit cost information. A real estate asset’s fair value may be determined utilizing cash flow projections that incorporate such market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant. As part of the Company’s real estate acquisitions, the Company may commit to provide contingent payments to a seller or lessee (e.g., an earn-out payable upon the applicable property achieving certain financial metrics). Typically, when the contingent payments are funded, cash rent is increased by the amount funded multiplied by a rate stipulated in the agreement. Generally, if the contingent payment is an earn-out provided to the seller, the payment is capitalized to the property’s basis. If the contingent payment is an earn-out provided to the lessee, the payment is recorded as a lease incentive and is amortized as a yield adjustment over the life of the lease. Impairment of Long-Lived Assets —At each reporting period, management evaluates the Company’s real estate investments for impairment indicators, including the evaluation of the useful lives of the Company’s assets. Management also assesses the carrying value of the Company’s real estate investments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. If the Company decides to sell real estate properties, it evaluates the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell. In the event of impairment, the fair value of the real estate investment is determined by market research, which includes valuing the property in its current use as well as other alternative uses, and involves significant judgment. Management’s estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. The Company’s ability to accurately estimate future cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While the Company believes its assumptions are reasonable, changes in these assumptions may have a material impact on financial results. Income Taxes —The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company believes it has been organized and has operated, and the Company intends to continue to operate, in a manner to qualify for taxation as a REIT under the Code. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute to its stockholders at least 90% of the Company’s annual REIT taxable income (computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes as qualifying dividends all of its REIT taxable income to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Recent Accounting Pronouncements —In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”) that changes the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. ASU 2016-13 will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures (e.g., loan commitments). ASU 2016-13 is effective for reporting periods beginning after December 15, 2019, with early adoption permitted, and will be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoption of ASU 2016-13 will have on the Company’s condensed consolidated financial statements. |
Real Estate Investments, Net
Real Estate Investments, Net | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | REAL ESTATE INVESTMENTS, NET The following table summarizes the Company’s investment in owned properties as of March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Land $ 176,798 $ 166,948 Buildings and improvements 1,243,331 1,201,209 Integral equipment, furniture and fixtures 90,656 87,623 Identified intangible assets 1,400 2,382 Real estate investments 1,512,185 1,458,162 Accumulated depreciation and amortization (252,849 ) (241,925 ) Real estate investments, net $ 1,259,336 $ 1,216,237 As of March 31, 2019 , 93 of the Company’s 202 facilities were leased to subsidiaries of Ensign under eight master leases (the “Ensign Master Leases”) which commenced on June 1, 2014. The obligations under the Ensign Master Leases are guaranteed by Ensign. A default by any subsidiary of Ensign with regard to any facility leased pursuant to an Ensign Master Lease will result in a default under all of the Ensign Master Leases. As of March 31, 2019 , annualized revenues from the Ensign Master Leases were $59.8 million and are escalated annually by an amount equal to the product of (1) the lesser of the percentage change in the Consumer Price Index (“CPI”) (but not less than zero ) or 2.5% , and (2) the prior year’s rent. In addition to rent, the subsidiaries of Ensign that are tenants under the Ensign Master Leases are solely responsible for the costs related to the leased properties (including property taxes, insurance, and maintenance and repair costs). As of March 31, 2019 , 106 of the Company’s 202 facilities were leased to various other operators under triple-net leases. All of these leases contain annual escalators based on CPI, some of which are subject to a cap, or fixed rent escalators. The Company’s three remaining properties as of March 31, 2019 are the independent living facilities that the Company owns and operates. The Company has only one identified intangible asset which relates to a below-market ground lease. The ground lease has a remaining term of 79 years . As of March 31, 2019 , the Company’s total future minimum rental revenues for all of its tenants, excluding operating expense reimbursements, were (dollars in thousands): Year Amount 2019 (nine months) $ 113,386 2020 151,591 2021 152,057 2022 152,541 2023 152,882 2024 153,150 Thereafter 988,982 $ 1,864,589 As of December 31, 2018 , the Company’s total future minimum rental revenues for all of its tenants, excluding operating expense reimbursements, were (dollars in thousands): Year Amount 2019 $ 146,010 2020 146,560 2021 147,132 2022 147,719 2023 148,169 Thereafter 1,055,012 $ 1,790,602 Recent Real Estate Acquisitions The following table summarizes the Company’s acquisitions for the three months ended March 31, 2019 (dollars in thousands): Type of Property Purchase Price (1) Initial Annual Cash Rent Number of Properties Number of Beds/Units (2) Skilled nursing $ 43,938 $ 3,983 4 492 Multi-service campuses 8,940 854 1 128 Assisted living — — — — Total $ 52,878 $ 4,837 5 620 (1) Purchase price includes capitalized acquisition costs. (2) The number of beds/units includes operating beds at acquisition date. See Note 13, Subsequent Events , for information regarding the Company’s acquisitions since March 31, 2019. |
Other Real Estate Investments
Other Real Estate Investments | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Other Real Estate Investments | OTHER REAL ESTATE INVESTMENTS In July 2016, the Company completed a $2.2 million preferred equity investment with an affiliate of Cascadia Development, LLC. The preferred equity investment yields a return equal to prime plus 9.5% but in no event less than 12.0% calculated on a quarterly basis on the outstanding carrying value of the investment. The investment was used to develop a 99 -bed skilled nursing facility in Nampa, Idaho. In connection with its investment, the Company holds an option to purchase the development at a fixed-formula price upon stabilization, with an initial lease yield of at least 9.0% . The project was completed in the fourth quarter 2017 and began lease-up during the first quarter of 2018. In September 2016, the Company completed a $2.3 million preferred equity investment with an affiliate of Cascadia Development, LLC. The preferred equity investment yields a return equal to prime plus 9.5% but in no event less than 12.0% calculated on a quarterly basis on the outstanding carrying value of the investment. The investment was used to develop a 99 -bed skilled nursing facility in Boise, Idaho. In connection with its investment, the Company holds an option to purchase the development at a fixed-formula price upon stabilization, with an initial lease yield of at least 9.0% . The project was completed in the first quarter 2018 and began lease-up in the second quarter of 2018. The Company recognized no interest income from its preferred equity investments in the three months ended March 31, 2019 . During the three months ended March 31, 2018, the Company recognized $0.1 million in interest income from its preferred equity investments. In October 2017, the Company provided an affiliate of Providence Group, Inc. (“Providence”) a mortgage loan secured by a skilled nursing facility for approximately $12.5 million inclusive of transaction costs, which bears a fixed interest rate of 9% . The mortgage loan requires Providence Group to make monthly principal and interest payments and is set to mature on October 26, 2020 and has an option to be prepaid before the maturity date. In February 2019, the Company provided affiliates of Covenant Care a mortgage loan secured by first mortgages on five skilled nursing facilities for approximately $11.4 million , at an annual interest rate of 9% . The loan requires monthly interest payments and is set to mature on February 11, 2020, and includes two , six -month extension options. The Company recognized $0.3 million of interest income related to the mortgage loans during each of the three months ended March 31, 2019 and 2018 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Financial Instruments: Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the face values, carrying amounts and fair values of the Company’s financial instruments as of March 31, 2019 and December 31, 2018 using Level 2 inputs for the Notes (as defined in Note 6, Debt, below), and Level 3 inputs, for all other financial instruments, is as follows (dollars in thousands): March 31, 2019 December 31, 2018 Face Carrying Fair Face Carrying Fair Financial assets: Preferred equity investments $ 4,531 $ 5,746 $ 6,477 $ 4,531 $ 5,746 $ 6,246 Mortgage loans receivable 23,739 23,673 23,739 12,375 12,299 12,375 Financial liabilities: Senior unsecured notes payable $ 300,000 $ 295,342 $ 300,783 $ 300,000 $ 295,153 $ 289,500 Cash and cash equivalents, accounts receivable, other loans receivable, and accounts payable and accrued liabilities: These balances approximate their fair values due to the short-term nature of these instruments. Preferred equity investments : The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value and other credit enhancements. Mortgage loans receivable : The fair values of the mortgage loans receivable were estimated using an internal valuation model that considered the expected future cash flows of the investments, the underlying collateral value and other credit enhancements. Senior unsecured notes payable : The fair value of the Notes (as defined below) was determined using third-party quotes derived from orderly trades. Unsecured revolving credit facility and senior unsecured term loan: The fair values approximate their carrying values as the interest rates are variable and approximate prevailing market interest rates for similar debt arrangements. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The following table summarizes the balance of the Company’s indebtedness as of March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Principal Amount Deferred Loan Fees Carrying Value Principal Amount Deferred Loan Fees Carrying Value Senior unsecured notes payable $ 300,000 $ (4,658 ) $ 295,342 $ 300,000 $ (4,847 ) $ 295,153 Senior unsecured term loan 200,000 (1,445 ) 198,555 100,000 (388 ) 99,612 Unsecured revolving credit facility 185,000 — 185,000 95,000 — 95,000 $ 685,000 $ (6,103 ) $ 678,897 $ 495,000 $ (5,235 ) $ 489,765 Senior Unsecured Notes Payable On May 10, 2017, the Company’s wholly owned subsidiary, CTR Partnership, L.P. (the “Operating Partnership”), and its wholly owned subsidiary, CareTrust Capital Corp. (together with the Operating Partnership, the “Issuers”), completed an underwritten public offering of $300.0 million aggregate principal amount of 5.25% Senior Notes due 2025 (the “Notes”). The Notes were issued at par, resulting in gross proceeds of $300.0 million and net proceeds of approximately $294.0 million after deducting underwriting fees and other offering expenses. The Notes mature on June 1, 2025 and bear interest at a rate of 5.25% per year. Interest on the Notes is payable on June 1 and December 1 of each year. The Issuers may redeem the Notes any time before June 1, 2020 at a redemption price of 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus a “make-whole” premium described in the indenture governing the Notes and, at any time on or after June 1, 2020, at the redemption prices set forth in the indenture. At any time on or before June 1, 2020, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity offerings if at least 60% of the originally issued aggregate principal amount of the Notes remains outstanding. In such case, the redemption price will be equal to 105.25% of the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date. If certain changes of control of the Company occur, holders of the Notes will have the right to require the Issuers to repurchase their Notes at 101% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Company and certain of the Company’s wholly owned existing and, subject to certain exceptions, future material subsidiaries (other than the Issuers); provided, however, that such guarantees are subject to automatic release under certain customary circumstances, as described in Note 12, Summarized Condensed Consolidating Information . The indenture contains customary covenants such as limiting the ability of the Company and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. The indenture also requires the Company and its restricted subsidiaries to maintain a specified ratio of unencumbered assets to unsecured indebtedness. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indenture also contains customary events of default. As of March 31, 2019 , the Company was in compliance with all applicable financial covenants under the indenture. Unsecured Revolving Credit Facility and Term Loan On August 5, 2015, the Company, CareTrust GP, LLC, the Operating Partnership, as the borrower, and certain of its wholly owned subsidiaries entered into a credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender, and the lenders party thereto (the “Prior Credit Agreement”). As later amended on February 1, 2016, the Prior Credit Agreement provided the following: (i) a $400.0 million unsecured asset based revolving credit facility (the “Prior Revolving Facility”), (ii) a $100.0 million non-amortizing unsecured term loan (the “Prior Term Loan” and, together with the Prior Revolving Facility, the “Prior Credit Facility”), and (iii) a $250.0 million uncommitted incremental facility. The Prior Revolving Facility was scheduled to mature on August 5, 2019, subject to two , six -month extension options. The Prior Term Loan was scheduled to mature on February 1, 2023 and could be prepaid at any time subject to a 2% premium in the first year after issuance and a 1% premium in the second year after issuance. On February 8, 2019, the Operating Partnership, as the borrower, the Company, as guarantor, CareTrust GP, LLC, and certain of the Operating Partnership’s wholly owned subsidiaries entered into an amended and restated credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender, and the lenders party thereto (the “Amended Credit Agreement”). The Amended Credit Agreement, which amended and restated the Prior Credit Agreement, provides for: (i) an unsecured revolving credit facility (the “Revolving Facility”) with revolving commitments in an aggregate principal amount of $600.0 million, including a letter of credit subfacility for 10% of the then available revolving commitments and a swingline loan subfacility for 10% of the then available revolving commitments and (ii) an unsecured term loan credit facility (the “Term Loan” and, together with the Revolving Facility, the “Amended Credit Facility”) in an aggregate principal amount of $200.0 million. Borrowing availability under the Revolving Facility is subject to the Company’s compliance with certain financial covenants set forth in the Amended Credit Agreement governing the Revolving Facility, including a consolidated leverage ratio that requires the Company’s ratio of Adjusted Consolidated Debt to Consolidated Total Asset Value (each as defined in the Amended Credit Agreement) be less than 60% . The proceeds of the Term Loan were used, in part, to repay in full all outstanding borrowings under the Prior Term Loan and Prior Revolving Facility under the Prior Credit Agreement. Future borrowings under the Amended Credit Facility will be used for working capital purposes, for capital expenditures, to fund acquisitions and for general corporate purposes. The interest rates applicable to loans under the Revolving Facility are, at the Company’s option, equal to either a base rate plus a margin ranging from 0.10% to 0.55% per annum or LIBOR plus a margin ranging from 1.10% to 1.55% per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt). The interest rates applicable to loans under the Term Loan are, at the Company’s option, equal to either a base rate plus a margin ranging from 0.50% to 1.20% per annum or LIBOR plus a margin ranging from 1.50% to 2.20% per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt). In addition, the Company will pay a facility fee on the revolving commitments under the Revolving Facility ranging from 0.15% to 0.35% per annum, based on the debt to asset value ratio of the Company and its consolidated subsidiaries (unless the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt and the Company elects to decrease the applicable margin as described above, in which case the Operating Partnership will pay a facility fee on the revolving commitments ranging from 0.125% to 0.30% per annum based on the credit ratings of the Company’s senior long-term unsecured debt). As of March 31, 2019 , the Company had $200.0 million outstanding under the Term Loan and $185.0 million outstanding under the Revolving Facility. See Note 13, Subsequent Events , for additional information. The Revolving Facility has a maturity date of February 8, 2023, and includes, at the sole discretion of the Company, two , six -month extension options. The Term Loan has a maturity date of February 8, 2026. The Amended Credit Facility is guaranteed, jointly and severally, by the Company and its wholly owned subsidiaries that are party to the Amended Credit Agreement (other than the Operating Partnership). The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. The Amended Credit Agreement requires the Company to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to asset value ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, a maximum cash distributions to operating income ratio, a maximum secured debt to asset value ratio and a maximum secured recourse debt to asset value ratio. The Amended Credit Agreement also contains certain customary events of default, including that the Company is required to operate in conformity with the requirements for qualification and taxation as a REIT. As of March 31, 2019 , the Company was in compliance with all applicable financial covenants under the Amended Credit Agreement. Interest Expense During the three months ended March 31, 2019 , the Company incurred $6.9 million of interest expense, which included $0.5 million of amortization of deferred financing costs. During the three months ended March 31, 2018 , the Company incurred $7.1 million of interest expense, which included $0.5 million of amortization of deferred financing costs. As of March 31, 2019 and December 31, 2018 , the Company’s interest payable was $5.3 million and $1.3 million , respectively. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | EQUITY Common Stock At-The-Market Offering —On March 4, 2019, the Company entered into a new equity distribution agreement to issue and sell, from time to time, up to $300.0 million in aggregate offering price of its common stock through an “at-the-market” equity offering program (the “New ATM Program”). In connection with the entry into the equity distribution agreement and the commencement of the New ATM Program, the Company’s “at-the-market” equity offering program pursuant to the Company’s prior equity distribution agreement, dated as of May 17, 2017, was terminated (the “Prior ATM Program”). There was no New ATM Program activity for the three months ended March 31, 2019. The following table summarizes the Prior ATM Program activity for the three months ended March 31, 2019 (in thousands, except per share amounts): For the Three Months Ended March 31, 2019 Number of shares 2,459 Average sales price per share $ 19.48 Gross proceeds* $ 47,893 *Total gross proceeds is before $0.6 million of commissions paid to the sales agents during the three months ended March 31, 2019 under the Prior ATM Program. As of March 31, 2019 , the Company had $300.0 million available for future issuances under the New ATM Program. Dividends on Common Stock —The following table summarizes the cash dividends on the Company’s common stock declared by the Company’s Board of Directors for 2019 (dollars in thousands, except per share amounts): For the Three Months Ended March 31, 2019 Dividends declared per share $ 0.225 Dividends payment date April 15, 2019 Dividends payable as of record date $ 20,012 Dividends record date March 29, 2019 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION All stock-based awards are subject to the terms of the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the “Plan”). The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company. Restricted Stock Awards — In connection with the separation of Ensign’s healthcare business and its real estate business into two separate and independently publicly traded companies (the “Spin-Off”), employees of Ensign who had unvested shares of restricted stock were given one share of CareTrust REIT unvested restricted stock totaling 207,580 shares at the Spin-Off. These restricted shares are subject to a time vesting provision only and the Company does not recognize any stock compensation expense associated with these awards. As of March 31, 2019 , there were 1,760 unvested restricted stock awards outstanding that were issued in connection with the Spin-Off. In February 2019, the Compensation Committee of the Company’s Board of Directors granted 91,440 shares of restricted stock to officers and employees. Each share had a fair market value on the date of grant of $22.00 per share, based on the market price of the Company’s common stock on that date, and the shares vest in four equal annual installments beginning on the first anniversary of the grant date. Additionally, in February 2019, the Compensation Committee granted 71,440 performance stock awards to officers and employees. Each share had a fair market value on the date of grant of $22.00 per share, based on the market price of the Company’s common stock on that date. Performance stock awards are subject to both time and performance based conditions and vest over a one - to four -year period. The amount of performance awards that will ultimately vest is dependent on the Company meeting or exceeding fiscal year over year Normalized Funds from Operations (“NFFO”), as defined by the Compensation Committee, per share growth of 5.0% or greater. The following table summarizes the stock-based compensation expense recognized (dollars in thousands): For the Three Months Ended March 31, 2019 2018 Stock-based compensation expense $ 994 $ 904 As of March 31, 2019 , there was $6.9 million of unamortized stock-based compensation expense related to unvested awards and the weighted-average remaining vesting period of such awards was 2.4 years . |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | EARNINGS PER COMMON SHARE The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2019 and 2018 , and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS (amounts in thousands, except per share amounts): For the Three Months Ended March 31, 2019 2018 Numerator: Net income $ 16,053 $ 14,607 Less: Net income allocated to participating securities (86 ) (126 ) Numerator for basic and diluted earnings available to common stockholders $ 15,967 $ 14,481 Denominator: Weighted-average basic common shares outstanding 88,010 75,504 Weighted-average diluted common shares outstanding 88,010 75,504 Earnings per common share, basic $ 0.18 $ 0.19 Earnings per common share, diluted $ 0.18 $ 0.19 The Company’s unvested restricted shares associated with its incentive award plan and unvested restricted shares issued to employees of Ensign at the Spin-Off have been excluded from the above calculation of earnings per diluted share for the three months ended March 31, 2019 and 2018 , when their inclusion would have been anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company and its subsidiaries are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which are not individually or in the aggregate anticipated to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Claims and lawsuits may include matters involving general or professional liability asserted against the Company’s tenants, which are the responsibility of the Company’s tenants and for which the Company is entitled to be indemnified by its tenants under the insurance and indemnification provisions in the applicable leases. |
Concentration of Risk
Concentration of Risk | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | CONCENTRATION OF RISK Major operator concentrations – As of March 31, 2019 , Ensign leased 93 skilled nursing, multi-service campuses, assisted living and independent living facilities which had a total of 9,860 operational beds and are located in Arizona, California, Colorado, Idaho, Iowa, Nebraska, Nevada, Texas, Utah and Washington. The four states in which Ensign leases the highest concentration of properties are California, Texas, Utah and Arizona. As of March 31, 2019 , Ensign represents $59.8 million , or 40% , of the Company’s rental income, exclusive of operating expense reimbursements, on an annualized run-rate basis. Ensign is subject to the registration and reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Ensign’s financial statements, as filed with the SEC, can be found at http://www.sec.gov. The Company has not verified this information through an independent investigation or otherwise. |
Summarized Condensed Consolidat
Summarized Condensed Consolidating Information | 3 Months Ended |
Mar. 31, 2019 | |
Summarized Condensed Consolidating Information [Abstract] | |
Summarized Condensed Consolidating Information | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION The Notes issued by the Operating Partnership and CareTrust Capital Corp. on May 10, 2017 are jointly and severally, fully and unconditionally, guaranteed by CareTrust REIT, Inc., as the parent guarantor (the “Parent Guarantor”), and the wholly owned subsidiaries of the Parent Guarantor other than the Issuers (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), subject to automatic release under certain customary circumstances, including if the Subsidiary Guarantor is sold or sells all or substantially all of its assets, the Subsidiary Guarantor is designated “unrestricted” for covenant purposes under the indenture governing the Notes, the Subsidiary Guarantor’s guarantee of other indebtedness which resulted in the creation of the guarantee of the Notes is terminated or released, or the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied. The following provides information regarding the entity structure of the Parent Guarantor, the Issuers and the Subsidiary Guarantors: CareTrust REIT, Inc. – The Parent Guarantor was formed on October 29, 2013 in anticipation of the separation of Ensign’s healthcare business and its real estate business into two separate and independently publicly traded companies (the “Spin-Off”) and was a wholly owned subsidiary of Ensign prior to the effective date of the Spin-Off on June 1, 2014. The Parent Guarantor did not conduct any operations or have any business prior to the date of the consummation of the Spin-Off related transactions. CTR Partnership, L.P. and CareTrust Capital Corp. – The Issuers, each of which is a wholly owned subsidiary of the Parent Guarantor, were formed on May 8, 2014 and May 9, 2014 , respectively, in anticipation of the Spin-Off and the related transactions. The Issuers did not conduct any operations or have any business prior to the date of the consummation of the Spin-Off related transactions. Subsidiary Guarantors – The Subsidiary Guarantors consist of all of the subsidiaries of the Parent Guarantor other than the Issuers. Pursuant to Rule 3-10 of Regulation S-X, the following summarized consolidating information is provided for the Parent Guarantor, the Issuers, and the Subsidiary Guarantors. There are no subsidiaries of the Company other than the Issuers and the Subsidiary Guarantors. This summarized financial information has been prepared from the financial statements of the Company and the books and records maintained by the Company. CONDENSED CONSOLIDATING BALANCE SHEETS MARCH 31, 2019 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 935,419 $ 323,917 $ — $ 1,259,336 Other real estate investments, net — 23,673 5,746 — 29,419 Cash and cash equivalents — 214,354 — — 214,354 Accounts and other receivables, net — 8,350 10 — 8,360 Prepaid expenses and other assets — 8,756 3 — 8,759 Deferred financing costs, net — 3,758 — — 3,758 Investment in subsidiaries 831,117 495,487 — (1,326,604 ) — Intercompany — — 166,008 (166,008 ) — Total assets $ 831,117 $ 1,689,797 $ 495,684 $ (1,492,612 ) $ 1,523,986 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 295,342 $ — $ — $ 295,342 Senior unsecured term loan, net — 198,555 — — 198,555 Unsecured revolving credit facility — 185,000 — — 185,000 Accounts payable and accrued liabilities — 13,775 197 — 13,972 Dividends payable 20,086 — — — 20,086 Intercompany — 166,008 — (166,008 ) — Total liabilities 20,086 858,680 197 (166,008 ) 712,955 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 shares issued and outstanding as of March 31, 2019 884 — — — 884 Additional paid-in capital 1,012,295 689,725 321,761 (1,011,486 ) 1,012,295 Cumulative distributions in excess of earnings (202,148 ) 141,392 173,726 (315,118 ) (202,148 ) Total equity 811,031 831,117 495,487 (1,326,604 ) 811,031 Total liabilities and equity $ 831,117 $ 1,689,797 $ 495,684 $ (1,492,612 ) $ 1,523,986 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2018 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 887,921 $ 328,316 $ — $ 1,216,237 Other real estate investments, net — 12,299 5,746 — 18,045 Cash and cash equivalents — 36,792 — — 36,792 Accounts and other receivables, net — 9,359 2,028 — 11,387 Prepaid expenses and other assets — 8,666 2 — 8,668 Deferred financing costs, net — 633 — — 633 Investment in subsidiaries 786,030 484,955 — (1,270,985 ) — Intercompany — — 151,242 (151,242 ) — Total assets $ 786,030 $ 1,440,625 $ 487,334 $ (1,422,227 ) $ 1,291,762 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 295,153 $ — $ — $ 295,153 Senior unsecured term loan, net — 99,612 — — 99,612 Unsecured revolving credit facility — 95,000 — — 95,000 Accounts payable and accrued liabilities — 13,588 2,379 — 15,967 Dividends payable 17,783 — — — 17,783 Intercompany — 151,242 — (151,242 ) — Total liabilities 17,783 654,595 2,379 (151,242 ) 523,515 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 85,867,044 shares issued and outstanding as of December 31, 2018 859 — — — 859 Additional paid-in capital 965,578 661,686 321,761 (983,447 ) 965,578 Cumulative distributions in excess of earnings (198,190 ) 124,344 163,194 (287,538 ) (198,190 ) Total equity 768,247 786,030 484,955 (1,270,985 ) 768,247 Total liabilities and equity $ 786,030 $ 1,440,625 $ 487,334 $ (1,422,227 ) $ 1,291,762 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2019 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 23,569 $ 14,778 $ — $ 38,347 Independent living facilities — — 860 — 860 Interest and other income — 451 — — 451 Total revenues — 24,020 15,638 — 39,658 Expenses: Depreciation and amortization — 7,503 4,399 — 11,902 Interest expense — 6,860 — — 6,860 Property taxes — 826 — — 826 Independent living facilities — — 707 — 707 General and administrative 994 2,316 — — 3,310 Total expenses 994 17,505 5,106 — 23,605 Income in Subsidiary 17,047 10,532 — (27,579 ) — Net income $ 16,053 $ 17,047 $ 10,532 $ (27,579 ) $ 16,053 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2018 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 19,398 $ 14,418 $ — $ 33,816 Tenant reimbursements — 1,764 1,204 — 2,968 Independent living facilities — — 799 — 799 Interest and other income — 423 95 — 518 Total revenues — 21,585 16,516 — 38,101 Expenses: Depreciation and amortization — 6,937 4,640 — 11,577 Interest expense — 7,092 — — 7,092 Property taxes — 1,764 1,204 — 2,968 Independent living facilities — — 716 — 716 General and administrative 904 2,288 — — 3,192 Total expenses 904 18,081 6,560 — 25,545 Gain on sale of real estate — 2,051 — — 2,051 Income in Subsidiary 15,511 9,956 — (25,467 ) — Net income $ 14,607 $ 15,511 $ 9,956 $ (25,467 ) $ 14,607 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2019 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash provided by operating activities $ — $ 15,308 $ 14,766 $ — $ 30,074 Cash flows from investing activities: Acquisitions of real estate — (52,697 ) — — (52,697 ) Improvements to real estate — (452 ) — — (452 ) Purchases of equipment, furniture and fixtures — (1,806 ) — — (1,806 ) Investment in real estate mortgage and other loans receivable — (11,389 ) — — (11,389 ) Principal payments received on real estate mortgage and other loans receivable — 411 — — 411 Escrow deposits for acquisitions of real estate — (375 ) — — (375 ) Net proceeds from the sale of real estate — 131 — — 131 Distribution from subsidiary 17,710 — — (17,710 ) — Intercompany financing (45,765 ) 14,766 — 30,999 — Net cash used in investing activities (28,055 ) (51,411 ) — 13,289 (66,177 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 47,260 — — — 47,260 Proceeds from the issuance of senior unsecured term loan — 200,000 — — 200,000 Borrowings under unsecured revolving credit facility — 185,000 — — 185,000 Payments on senior unsecured term loan — (100,000 ) — — (100,000 ) Payments on unsecured revolving credit facility — (95,000 ) — — (95,000 ) Payments of deferred financing costs — (4,390 ) — — (4,390 ) Net-settle adjustment on restricted stock (1,495 ) — — — (1,495 ) Dividends paid on common stock (17,710 ) — — — (17,710 ) Distribution to Parent — (17,710 ) — 17,710 — Intercompany financing — 45,765 (14,766 ) (30,999 ) — Net cash provided by (used in) financing activities 28,055 213,665 (14,766 ) (13,289 ) 213,665 Net increase in cash and cash equivalents — 177,562 — — 177,562 Cash and cash equivalents, beginning of period — 36,792 — — 36,792 Cash and cash equivalents, end of period $ — $ 214,354 $ — $ — $ 214,354 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2018 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash provided by operating activities: $ — $ 7,295 $ 14,764 $ — $ 22,059 Cash flows from investing activities: Acquisitions of real estate — (47,103 ) — — (47,103 ) Improvements to real estate — — (11 ) — (11 ) Purchases of equipment, furniture and fixtures — (23 ) (4 ) — (27 ) Principal payments received on mortgage loan receivable — 23 — — 23 Escrow deposit for acquisition of real estate — (1,000 ) — — (1,000 ) Net proceeds from the sale of real estate — 13,004 — — 13,004 Distribution from subsidiary 14,044 — — (14,044 ) — Intercompany financing 615 14,749 — (15,364 ) — Net cash provided by (used in) investing activities 14,659 (20,350 ) (15 ) (29,408 ) (35,114 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net (10 ) — — — (10 ) Borrowings under unsecured revolving credit facility — 60,000 — — 60,000 Payments on unsecured revolving credit facility — (25,000 ) — — (25,000 ) Net-settle adjustment on restricted stock (605 ) — — — (605 ) Dividends paid on common stock (14,044 ) — — — (14,044 ) Distribution to Parent — (14,044 ) — 14,044 — Intercompany financing — (615 ) (14,749 ) 15,364 — Net cash (used in) provided by financing activities (14,659 ) 20,341 (14,749 ) 29,408 20,341 Net increase in cash and cash equivalents — 7,286 — — 7,286 Cash and cash equivalents, beginning of period — 6,909 — — 6,909 Cash and cash equivalents, end of period $ — $ 14,195 $ — $ — $ 14,195 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Recent Acquisitions In April 2019, the Company, completed a previously-disclosed $211.0 million multi-asset acquisition. The contractual initial annual cash rents from the acquisition are approximately $19.0 million . The two -state transaction included seven skilled nursing facilities and one multi-service campus in Louisiana, which were re-tenanted at closing with the Company’s existing tenant Priority Management Group, LLC. The acquisition also included three skilled nursing facilities and one multi-service campus in Texas, which were re-tenanted with Texas-based Southwest LTC, Ltd. under a new triple-net master lease with the Company. The amended lease with Priority Management Group, LLC has a remaining term of approximately 12.5 years . The lease with Southwest LTC, Ltd. carries an initial term of 15 years , with two five -year renewal options and CPI-based rent escalators. The aggregate purchase price for the acquisition was approximately $215.0 million , inclusive of capital expenditure commitments and estimated acquisition costs, and was funded using approximately $185.0 million in borrowings under the Company’s Revolving Credit Facility, with the remainder funded with cash on hand. In May 2019, the Company acquired one skilled nursing facility for approximately $10.0 million , which includes estimated capitalized acquisition costs. The contractual initial annual cash rent from the acquisition is approximately $0.9 million and was funded using cash on hand. Public Offering of Common Stock On April 15, 2019, the Company completed an underwritten public offering of 6,641,250 shares of its common stock, par value $0.01 per share, at an initial price to the public of $23.35 , including 866,250 shares of common stock sold pursuant to the full exercise of an option to purchase additional shares of common stock granted to the underwriters, resulting in approximately $148.4 million in net proceeds, after deducting the underwriting discount and estimated gross offering expenses. The Company used the proceeds from the offering to repay a portion of the outstanding borrowings on its Revolving Credit Facility, which had been used to fund a portion of the purchase price of the April 2019 acquisition disclosed above under “Recent Acquisitions.” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying condensed consolidated financial statements of the Company reflect, for all periods presented, the historical financial position, results of operations and cash flows of the Company and its consolidated subsidiaries consisting of (i) the net-leased skilled nursing, multi-service campuses, assisted living and independent living facilities, (ii) the operations of the three independent living facilities that the Company owns and operates; and (iii) the preferred equity investments and the mortgage loans receivable. The accompanying condensed consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the disclosures required by GAAP for a complete set of annual audited financial statements. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . In the opinion of management, all adjustments which are of a normal and recurring nature and considered necessary for a fair presentation of the results of the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year. All intercompany transactions and account balances within the Company have been eliminated. |
Recent Accounting Standards Adopted and Recent Accounting Pronouncements | Recent Accounting Pronouncements —In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”) that changes the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. ASU 2016-13 will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures (e.g., loan commitments). ASU 2016-13 is effective for reporting periods beginning after December 15, 2019, with early adoption permitted, and will be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoption of ASU 2016-13 will have on the Company’s condensed consolidated financial statements. Recent Accounting Standards Adopted by the Company —On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors). Upon adoption of the lease ASU on January 1, 2019, the Company elected the following practical expedients provided by ASU No. 2018-11, Leases - Targeted Improvements and ASU No. 2018-20, Narrow Scope Improvements for Lessors (together with ASU 2016-02, the “new lease ASUs”): • Package of practical expedients – requires the Company not to reevaluate its existing or expired leases as of January 1, 2019, under the new lease ASUs. • Optional transition method practical expedient – requires the Company to apply the new lease ASUs prospectively from the adoption date of January 1, 2019. • Single component practical expedient – requires the Company to account for lease and nonlease components associated with that lease as a single component under the new lease ASUs, if certain criteria are met. • Short-term leases practical expedient – for the Company’s operating leases with a term of less than 12 months in which it is the lessee, this expedient requires the Company not to record on its balance sheet related lease liabilities and right-of-use assets. Overview related to both lessee and lessor accounting —The lease ASUs set new criteria for determining the classification of finance leases for lessees and sales-type leases for lessors. The criteria to determine whether a lease should be accounted for as a finance (sales-type) lease include the following: (i) ownership is transferred from lessor to lessee by the end of the lease term, (ii) an option to purchase is reasonably certain to be exercised, (iii) the lease term is for the major part of the underlying asset’s remaining economic life, (iv) the present value of lease payments equals or exceeds substantially all of the fair value of the underlying asset, and (v) the underlying asset is specialized and is expected to have no alternative use at the end of the lease term. If any of these criteria is met, a lease is classified as a finance lease by the lessee and as a sales-type lease by the lessor. If none of the criteria are met, a lease is classified as an operating lease by the lessee, but may still qualify as a direct financing lease or an operating lease for the lessor. The existence of a residual value guarantee from an unrelated third party other than the lessee may qualify the lease as a direct financing lease by the lessor. Otherwise, the lease is classified as an operating lease by the lessor. The election of the package of practical expedients discussed above and the optional transition method allowed the Company not to reassess: • Whether any expired or existing contracts as of January 1, 2019, were leases or contained leases. ◦ This practical expedient is primarily applicable to entities that have contracts containing embedded leases. As of January 1, 2019, the Company had no such contracts, therefore this practical expedient had no effect on the Company. • The lease classification for any leases expired or existing as of January 1, 2019. ◦ The election of the package of practical expedients required the Company not to reassess the classification of its leases existing as of January 1, 2019. For example, all of the Company’s leases that were classified as operating leases in accordance with the lease accounting standards in effect prior to January 1, 2019, continue to be classified as operating leases after adoption of the new lease ASUs. The Company applied the package of practical expedients consistently to all leases (i.e., in which the Company was the lessee or a lessor) that commenced before January 1, 2019. The election of this package permits the Company to “run off” its leases that commenced before January 1, 2019, for the remainder of their lease terms and to apply the new lease ASUs to leases commencing or modified after January 1, 201 |
Lessor Accounting | Lessor Accounting —Under the new lease ASUs, each lease agreement is evaluated to identify the lease and nonlease components at lease inception. The total consideration in the lease agreement is allocated to the lease and nonlease components based on their relative stand-alone selling prices. The new lease ASUs govern the recognition of revenue for lease components, and revenue related to nonlease components is subject to the revenue recognition ASU. Tenant recoveries for utilities, repairs and maintenance, and common area expenses are considered nonlease components. The Company generates revenues primarily by leasing healthcare-related properties to healthcare operators in triple-net lease arrangements, under which the tenant is solely responsible for the costs related to the property. As such, the Company has concluded its leases do not contain material nonlease components. Tenant reimbursements related to property taxes and insurance are neither lease nor nonlease components under the new lease ASUs. If a lessee makes payments for taxes and insurance directly to a third party on behalf of a lessor, lessors are required to exclude them from variable payments and from recognition in the lessors’ income statements. Otherwise, tenant recoveries for taxes and insurance are classified as additional rental income recognized by the lessor on a gross basis in its income statements. On January 1, 2019, the Company elected the single component practical expedient, which allows a lessor, by class of underlying asset, not to allocate the total consideration to the lease and nonlease components based on their relative stand-alone selling prices. This single component practical expedient requires the Company to account for the lease component and nonlease component(s) associated with that lease as a single component if (i) the timing and pattern of transfer of the lease component and the nonlease component(s) associated with it are the same and (ii) the lease component would be classified as an operating lease if it were accounted for separately. If the Company determines that the lease component is the predominant component, the Company accounts for the single component as an operating lease in accordance with the new lease ASUs. Conversely, the Company is required to account for the combined component under the new revenue recognition standard if the Company determines that the nonlease component is the predominant component. As a result of this assessment, rental revenues and tenant recoveries from the lease of real estate assets that qualify for this expedient are accounted for as a single component under the new lease ASUs, with tenant recoveries primarily as variable consideration. Tenant recoveries that do not qualify for the single component practical expedient and are considered nonlease components are accounted for under the revenue recognition standard. The components of the Company’s operating leases qualify for the single component presentation. For the three months ended March 31, 2018 , the Company recognized tenant recoveries for real estate taxes of $3.0 million , which were classified as tenant reimbursements on the Company’s condensed consolidated income statements. Prior to the adoption of Accounting Standard Codification (“ASC”) 842, the Company recognized tenant recoveries as tenant reimbursement revenues regardless of whether the third party was paid by the lessor or lessee. Effective January 1, 2019, such tenant recoveries are recognized to the extent that the Company pays the third party directly and classified as rental income on the Company’s condensed consolidated income statements. Due to the application of the new lease ASUs, the Company recognized, on a gross basis, real estate taxes of $0.8 million for the three months ended March 31, 2019 . Under the new lease ASUs, the Company recognizes rental revenue, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, if any, from tenants under lease arrangements with minimum fixed and determinable increases on a straight-line basis over the non-cancellable term of the related leases when collectability is probable. For the three months ended March 31, 2019 , the Company did not recognize any adjustments to rental income related to recognized rent |
Lessee Accounting | Lessee Accounting —Under the new lease ASUs, lessees are required to apply a dual approach by classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, which corresponds to a similar evaluation performed by lessors. In addition to this classification, a lessee is also required to recognize a right-of-use asset and a lease liability for all leases regardless of their classification, whereas a lessor is not required to recognize a right-of-use asset and a lease liability for any operating leases. |
Estimates and Assumptions | Estimates and Assumptions —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that the assumptions and estimates used in preparation of the underlying consolidated financial statements are reasonable. Actual results, however, could differ from those estimates and assumptions. |
Real Estate Acquisition Valuation | Real Estate Acquisition Valuation — In accordance with ASC 805, Business Combinations , acquisitions that are income-producing real estate are recorded as a business combination. If the acquisition does not meet the definition of a business, acquisitions are recorded as an asset acquisition. The assets acquired and liabilities assumed are measured at their acquisition date fair values for a business combination and at relative fair values for an asset acquisition. For transactions that are business combinations, acquisition costs are expensed as incurred and restructuring costs that do not meet the definition of a liability at the acquisition date are expensed in periods subsequent to the acquisition date. For transactions that are asset acquisitions, acquisition costs are capitalized as incurred. The Company’s real estate acquisitions generally are classified as asset acquisitions. In addition, for such asset acquisitions, no goodwill is recognized and third party transaction costs are capitalized. The Company allocates the acquisition costs to the tangible assets, identifiable intangible assets/liabilities and assumed liabilities on a relative fair value basis. The Company assesses fair value based on available market information, such as capitalization and discount rates, comparable sale transactions and relevant per square foot or unit cost information. A real estate asset’s fair value may be determined utilizing cash flow projections that incorporate such market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant. As part of the Company’s real estate acquisitions, the Company may commit to provide contingent payments to a seller or lessee (e.g., an earn-out payable upon the applicable property achieving certain financial metrics). Typically, when the contingent payments are funded, cash rent is increased by the amount funded multiplied by a rate stipulated in the agreement. Generally, if the contingent payment is an earn-out provided to the seller, the payment is capitalized to the property’s basis. If the contingent payment is an earn-out provided to the lessee, the payment is recorded as a lease incentive and is amortized as a yield adjustment over the life of the lease. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets —At each reporting period, management evaluates the Company’s real estate investments for impairment indicators, including the evaluation of the useful lives of the Company’s assets. Management also assesses the carrying value of the Company’s real estate investments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. If the Company decides to sell real estate properties, it evaluates the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell. In the event of impairment, the fair value of the real estate investment is determined by market research, which includes valuing the property in its current use as well as other alternative uses, and involves significant judgment. Management’s estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. The Company’s ability to accurately estimate future cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While the Company believes its assumptions are reasonable, changes in these assumptions may have a material impact on financial results. |
Income Taxes | Income Taxes —The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company believes it has been organized and has operated, and the Company intends to continue to operate, in a manner to qualify for taxation as a REIT under the Code. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute to its stockholders at least 90% of the Company’s annual REIT taxable income (computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes as qualifying dividends all of its REIT taxable income to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Summary of Investment in Owned Properties | The following table summarizes the Company’s investment in owned properties as of March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Land $ 176,798 $ 166,948 Buildings and improvements 1,243,331 1,201,209 Integral equipment, furniture and fixtures 90,656 87,623 Identified intangible assets 1,400 2,382 Real estate investments 1,512,185 1,458,162 Accumulated depreciation and amortization (252,849 ) (241,925 ) Real estate investments, net $ 1,259,336 $ 1,216,237 |
Schedule of Total Future Minimum Rental Revenues | As of March 31, 2019 , the Company’s total future minimum rental revenues for all of its tenants, excluding operating expense reimbursements, were (dollars in thousands): Year Amount 2019 (nine months) $ 113,386 2020 151,591 2021 152,057 2022 152,541 2023 152,882 2024 153,150 Thereafter 988,982 $ 1,864,589 |
Schedule of Total Future Minimum Rental Revenues at Prior Year End | As of December 31, 2018 , the Company’s total future minimum rental revenues for all of its tenants, excluding operating expense reimbursements, were (dollars in thousands): Year Amount 2019 $ 146,010 2020 146,560 2021 147,132 2022 147,719 2023 148,169 Thereafter 1,055,012 $ 1,790,602 |
Schedule of Business Acquisitions | The following table summarizes the Company’s acquisitions for the three months ended March 31, 2019 (dollars in thousands): Type of Property Purchase Price (1) Initial Annual Cash Rent Number of Properties Number of Beds/Units (2) Skilled nursing $ 43,938 $ 3,983 4 492 Multi-service campuses 8,940 854 1 128 Assisted living — — — — Total $ 52,878 $ 4,837 5 620 (1) Purchase price includes capitalized acquisition costs. (2) The number of beds/units includes operating beds at acquisition date. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Instruments | A summary of the face values, carrying amounts and fair values of the Company’s financial instruments as of March 31, 2019 and December 31, 2018 using Level 2 inputs for the Notes (as defined in Note 6, Debt, below), and Level 3 inputs, for all other financial instruments, is as follows (dollars in thousands): March 31, 2019 December 31, 2018 Face Carrying Fair Face Carrying Fair Financial assets: Preferred equity investments $ 4,531 $ 5,746 $ 6,477 $ 4,531 $ 5,746 $ 6,246 Mortgage loans receivable 23,739 23,673 23,739 12,375 12,299 12,375 Financial liabilities: Senior unsecured notes payable $ 300,000 $ 295,342 $ 300,783 $ 300,000 $ 295,153 $ 289,500 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Indebtedness | The following table summarizes the balance of the Company’s indebtedness as of March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Principal Amount Deferred Loan Fees Carrying Value Principal Amount Deferred Loan Fees Carrying Value Senior unsecured notes payable $ 300,000 $ (4,658 ) $ 295,342 $ 300,000 $ (4,847 ) $ 295,153 Senior unsecured term loan 200,000 (1,445 ) 198,555 100,000 (388 ) 99,612 Unsecured revolving credit facility 185,000 — 185,000 95,000 — 95,000 $ 685,000 $ (6,103 ) $ 678,897 $ 495,000 $ (5,235 ) $ 489,765 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Summary of At-The-Market Offering Program | The following table summarizes the Prior ATM Program activity for the three months ended March 31, 2019 (in thousands, except per share amounts): For the Three Months Ended March 31, 2019 Number of shares 2,459 Average sales price per share $ 19.48 Gross proceeds* $ 47,893 *Total gross proceeds is before $0.6 million of commissions paid to the sales agents during the three months ended March 31, 2019 under the Prior ATM Program. |
Schedule of Dividends on Common Stock | The following table summarizes the cash dividends on the Company’s common stock declared by the Company’s Board of Directors for 2019 (dollars in thousands, except per share amounts): For the Three Months Ended March 31, 2019 Dividends declared per share $ 0.225 Dividends payment date April 15, 2019 Dividends payable as of record date $ 20,012 Dividends record date March 29, 2019 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table summarizes the stock-based compensation expense recognized (dollars in thousands): For the Three Months Ended March 31, 2019 2018 Stock-based compensation expense $ 994 $ 904 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted-Average Common Shares Outstanding Used in Calculation of Basic EPS to Diluted EPS | The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2019 and 2018 , and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS (amounts in thousands, except per share amounts): For the Three Months Ended March 31, 2019 2018 Numerator: Net income $ 16,053 $ 14,607 Less: Net income allocated to participating securities (86 ) (126 ) Numerator for basic and diluted earnings available to common stockholders $ 15,967 $ 14,481 Denominator: Weighted-average basic common shares outstanding 88,010 75,504 Weighted-average diluted common shares outstanding 88,010 75,504 Earnings per common share, basic $ 0.18 $ 0.19 Earnings per common share, diluted $ 0.18 $ 0.19 |
Summarized Condensed Consolid_2
Summarized Condensed Consolidating Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Summarized Condensed Consolidating Information [Abstract] | |
Condensed Consolidating Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS MARCH 31, 2019 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 935,419 $ 323,917 $ — $ 1,259,336 Other real estate investments, net — 23,673 5,746 — 29,419 Cash and cash equivalents — 214,354 — — 214,354 Accounts and other receivables, net — 8,350 10 — 8,360 Prepaid expenses and other assets — 8,756 3 — 8,759 Deferred financing costs, net — 3,758 — — 3,758 Investment in subsidiaries 831,117 495,487 — (1,326,604 ) — Intercompany — — 166,008 (166,008 ) — Total assets $ 831,117 $ 1,689,797 $ 495,684 $ (1,492,612 ) $ 1,523,986 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 295,342 $ — $ — $ 295,342 Senior unsecured term loan, net — 198,555 — — 198,555 Unsecured revolving credit facility — 185,000 — — 185,000 Accounts payable and accrued liabilities — 13,775 197 — 13,972 Dividends payable 20,086 — — — 20,086 Intercompany — 166,008 — (166,008 ) — Total liabilities 20,086 858,680 197 (166,008 ) 712,955 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 shares issued and outstanding as of March 31, 2019 884 — — — 884 Additional paid-in capital 1,012,295 689,725 321,761 (1,011,486 ) 1,012,295 Cumulative distributions in excess of earnings (202,148 ) 141,392 173,726 (315,118 ) (202,148 ) Total equity 811,031 831,117 495,487 (1,326,604 ) 811,031 Total liabilities and equity $ 831,117 $ 1,689,797 $ 495,684 $ (1,492,612 ) $ 1,523,986 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2018 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 887,921 $ 328,316 $ — $ 1,216,237 Other real estate investments, net — 12,299 5,746 — 18,045 Cash and cash equivalents — 36,792 — — 36,792 Accounts and other receivables, net — 9,359 2,028 — 11,387 Prepaid expenses and other assets — 8,666 2 — 8,668 Deferred financing costs, net — 633 — — 633 Investment in subsidiaries 786,030 484,955 — (1,270,985 ) — Intercompany — — 151,242 (151,242 ) — Total assets $ 786,030 $ 1,440,625 $ 487,334 $ (1,422,227 ) $ 1,291,762 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 295,153 $ — $ — $ 295,153 Senior unsecured term loan, net — 99,612 — — 99,612 Unsecured revolving credit facility — 95,000 — — 95,000 Accounts payable and accrued liabilities — 13,588 2,379 — 15,967 Dividends payable 17,783 — — — 17,783 Intercompany — 151,242 — (151,242 ) — Total liabilities 17,783 654,595 2,379 (151,242 ) 523,515 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 85,867,044 shares issued and outstanding as of December 31, 2018 859 — — — 859 Additional paid-in capital 965,578 661,686 321,761 (983,447 ) 965,578 Cumulative distributions in excess of earnings (198,190 ) 124,344 163,194 (287,538 ) (198,190 ) Total equity 768,247 786,030 484,955 (1,270,985 ) 768,247 Total liabilities and equity $ 786,030 $ 1,440,625 $ 487,334 $ (1,422,227 ) $ 1,291,762 |
Condensed Consolidating Income Statements | CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2019 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 23,569 $ 14,778 $ — $ 38,347 Independent living facilities — — 860 — 860 Interest and other income — 451 — — 451 Total revenues — 24,020 15,638 — 39,658 Expenses: Depreciation and amortization — 7,503 4,399 — 11,902 Interest expense — 6,860 — — 6,860 Property taxes — 826 — — 826 Independent living facilities — — 707 — 707 General and administrative 994 2,316 — — 3,310 Total expenses 994 17,505 5,106 — 23,605 Income in Subsidiary 17,047 10,532 — (27,579 ) — Net income $ 16,053 $ 17,047 $ 10,532 $ (27,579 ) $ 16,053 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2018 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 19,398 $ 14,418 $ — $ 33,816 Tenant reimbursements — 1,764 1,204 — 2,968 Independent living facilities — — 799 — 799 Interest and other income — 423 95 — 518 Total revenues — 21,585 16,516 — 38,101 Expenses: Depreciation and amortization — 6,937 4,640 — 11,577 Interest expense — 7,092 — — 7,092 Property taxes — 1,764 1,204 — 2,968 Independent living facilities — — 716 — 716 General and administrative 904 2,288 — — 3,192 Total expenses 904 18,081 6,560 — 25,545 Gain on sale of real estate — 2,051 — — 2,051 Income in Subsidiary 15,511 9,956 — (25,467 ) — Net income $ 14,607 $ 15,511 $ 9,956 $ (25,467 ) $ 14,607 |
Condensed Consolidating Statements of Cash Flows | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2019 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash provided by operating activities $ — $ 15,308 $ 14,766 $ — $ 30,074 Cash flows from investing activities: Acquisitions of real estate — (52,697 ) — — (52,697 ) Improvements to real estate — (452 ) — — (452 ) Purchases of equipment, furniture and fixtures — (1,806 ) — — (1,806 ) Investment in real estate mortgage and other loans receivable — (11,389 ) — — (11,389 ) Principal payments received on real estate mortgage and other loans receivable — 411 — — 411 Escrow deposits for acquisitions of real estate — (375 ) — — (375 ) Net proceeds from the sale of real estate — 131 — — 131 Distribution from subsidiary 17,710 — — (17,710 ) — Intercompany financing (45,765 ) 14,766 — 30,999 — Net cash used in investing activities (28,055 ) (51,411 ) — 13,289 (66,177 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 47,260 — — — 47,260 Proceeds from the issuance of senior unsecured term loan — 200,000 — — 200,000 Borrowings under unsecured revolving credit facility — 185,000 — — 185,000 Payments on senior unsecured term loan — (100,000 ) — — (100,000 ) Payments on unsecured revolving credit facility — (95,000 ) — — (95,000 ) Payments of deferred financing costs — (4,390 ) — — (4,390 ) Net-settle adjustment on restricted stock (1,495 ) — — — (1,495 ) Dividends paid on common stock (17,710 ) — — — (17,710 ) Distribution to Parent — (17,710 ) — 17,710 — Intercompany financing — 45,765 (14,766 ) (30,999 ) — Net cash provided by (used in) financing activities 28,055 213,665 (14,766 ) (13,289 ) 213,665 Net increase in cash and cash equivalents — 177,562 — — 177,562 Cash and cash equivalents, beginning of period — 36,792 — — 36,792 Cash and cash equivalents, end of period $ — $ 214,354 $ — $ — $ 214,354 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2018 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash provided by operating activities: $ — $ 7,295 $ 14,764 $ — $ 22,059 Cash flows from investing activities: Acquisitions of real estate — (47,103 ) — — (47,103 ) Improvements to real estate — — (11 ) — (11 ) Purchases of equipment, furniture and fixtures — (23 ) (4 ) — (27 ) Principal payments received on mortgage loan receivable — 23 — — 23 Escrow deposit for acquisition of real estate — (1,000 ) — — (1,000 ) Net proceeds from the sale of real estate — 13,004 — — 13,004 Distribution from subsidiary 14,044 — — (14,044 ) — Intercompany financing 615 14,749 — (15,364 ) — Net cash provided by (used in) investing activities 14,659 (20,350 ) (15 ) (29,408 ) (35,114 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net (10 ) — — — (10 ) Borrowings under unsecured revolving credit facility — 60,000 — — 60,000 Payments on unsecured revolving credit facility — (25,000 ) — — (25,000 ) Net-settle adjustment on restricted stock (605 ) — — — (605 ) Dividends paid on common stock (14,044 ) — — — (14,044 ) Distribution to Parent — (14,044 ) — 14,044 — Intercompany financing — (615 ) (14,749 ) 15,364 — Net cash (used in) provided by financing activities (14,659 ) 20,341 (14,749 ) 29,408 20,341 Net increase in cash and cash equivalents — 7,286 — — 7,286 Cash and cash equivalents, beginning of period — 6,909 — — 6,909 Cash and cash equivalents, end of period $ — $ 14,195 $ — $ — $ 14,195 |
Organization - Narrative (Detai
Organization - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)investmentunitfacilityloanbed | |
Real Estate Properties [Line Items] | |
Number of living facilities | 202 |
Number of preferred equity investments | investment | 2 |
Preferred equity investment | $ | $ 5.7 |
Mortgage Loan Receivable | |
Real Estate Properties [Line Items] | |
Number of mortgage loans receivable | loan | 2 |
Mortgage loan | $ | $ 23.7 |
Skilled Nursing, Assisted Living and Independent Living Facilities | Assets Leased to Ensign | |
Real Estate Properties [Line Items] | |
Number of living facilities | 199 |
Number of units available in living facilities | bed | 19,668 |
Independent Living Facilities Owned and Operated by Company | |
Real Estate Properties [Line Items] | |
Number of living facilities | 3 |
Number of units available in living facilities | unit | 264 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)facility | Mar. 31, 2018USD ($) | |
Real Estate Properties [Line Items] | ||
Number of living facilities | facility | 202 | |
Tenant reimbursements | $ 2,968 | |
Real estate taxes | $ 826 | $ 2,968 |
Remaining contractual payments as lessee | $ 100 | |
Independent Living Facilities Owned and Operated by Company | ||
Real Estate Properties [Line Items] | ||
Number of living facilities | facility | 3 |
Real Estate Investments, Net -
Real Estate Investments, Net - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)intangible_assetfacilitylease | |
Investment [Line Items] | |
Number of living facilities | 202 |
Number of facilities not leased | 3 |
Remaining lease term | 79 years |
Below-Market Ground Lease | |
Investment [Line Items] | |
Number of identified intangible assets | intangible_asset | 1 |
Ensign Master Leases | |
Investment [Line Items] | |
Number of facilities leased | 93 |
Number of master leases | lease | 8 |
Annualized revenues from master leases | $ | $ 59.8 |
Ensign Master Leases | Minimum | |
Investment [Line Items] | |
Percentage change in the consumer price index | 0.00% |
Ensign Master Leases | Maximum | |
Investment [Line Items] | |
Percentage change in the consumer price index | 2.50% |
Various Other Operators | |
Investment [Line Items] | |
Number of facilities leased | 106 |
Real Estate Investments, Net _2
Real Estate Investments, Net - Investment in Owned Properties (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Real Estate [Abstract] | ||
Land | $ 176,798 | $ 166,948 |
Buildings and improvements | 1,243,331 | 1,201,209 |
Integral equipment, furniture and fixtures | 90,656 | 87,623 |
Identified intangible assets | 1,400 | 2,382 |
Real estate investments | 1,512,185 | 1,458,162 |
Accumulated depreciation and amortization | (252,849) | (241,925) |
Real estate investments, net | $ 1,259,336 | $ 1,216,237 |
Real Estate Investments, Net _3
Real Estate Investments, Net - Future Minimum Rental Revenues (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Future Minimum Rental Revenues | ||
2019 (nine months) | $ 113,386 | |
2020 | 151,591 | |
2021 | 152,057 | |
2022 | 152,541 | |
2023 | 152,882 | |
2024 | 153,150 | |
Thereafter | 988,982 | |
Total | $ 1,864,589 | |
Future Minimum Rental Revenues at Prior Year End | ||
2019 | $ 146,010 | |
2020 | 146,560 | |
2021 | 147,132 | |
2022 | 147,719 | |
2023 | 148,169 | |
Thereafter | 1,055,012 | |
Total | $ 1,790,602 |
Real Estate Investments, Net _4
Real Estate Investments, Net - Recent Real Estate Acquisitions (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)propertyunit | |
Business Acquisition [Line Items] | |
Purchase Price | $ 52,878 |
Initial Annual Cash Rent | $ 4,837 |
Number of Properties | property | 5 |
Number of Beds/Units | unit | 620 |
Skilled Nursing Properties | |
Business Acquisition [Line Items] | |
Purchase Price | $ 43,938 |
Initial Annual Cash Rent | $ 3,983 |
Number of Properties | property | 4 |
Number of Beds/Units | unit | 492 |
Multi-Service Campus Properties | |
Business Acquisition [Line Items] | |
Purchase Price | $ 8,940 |
Initial Annual Cash Rent | $ 854 |
Number of Properties | property | 1 |
Number of Beds/Units | unit | 128 |
Assisted Living Facilities | |
Business Acquisition [Line Items] | |
Purchase Price | $ 0 |
Initial Annual Cash Rent | $ 0 |
Number of Properties | property | 0 |
Number of Beds/Units | unit | 0 |
Other Real Estate Investments -
Other Real Estate Investments - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Feb. 28, 2019USD ($)extension_optionfacility | Sep. 30, 2016USD ($)bed | Jul. 31, 2016USD ($)bed | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Oct. 31, 2017USD ($) | |
Real Estate Properties [Line Items] | ||||||
Preferred equity investment | $ 5.7 | |||||
Mortgage Loan Receivable | ||||||
Real Estate Properties [Line Items] | ||||||
Mortgage loan | 23.7 | |||||
Providence | Mortgage Loan Receivable | ||||||
Real Estate Properties [Line Items] | ||||||
Interest income | 0.3 | $ 0.3 | ||||
Mortgage loan receivable interest rate (percent) | 9.00% | |||||
Mortgage loan | $ 12.5 | |||||
Covenant Care | Mortgage Loan Receivable | ||||||
Real Estate Properties [Line Items] | ||||||
Mortgage loan receivable interest rate (percent) | 9.00% | |||||
Facilities utilized to secure mortgage loan | facility | 5 | |||||
Mortgage loan | $ 11.4 | |||||
Number of extension options | extension_option | 2 | |||||
Extension option term (in months) | 6 months | |||||
Cascadia Development, LLC | ||||||
Real Estate Properties [Line Items] | ||||||
Preferred equity investment | $ 2.3 | $ 2.2 | ||||
Preferred equity investment minimum yield | 12.00% | 12.00% | ||||
Number of beds planned for construction | bed | 99 | 99 | ||||
Initial lease yield (percent) | 9.00% | 9.00% | ||||
Cascadia Development, LLC | Prime Rate | ||||||
Real Estate Properties [Line Items] | ||||||
Basis spread of preferred equity investment yield | 9.50% | 9.50% | ||||
Preferred Equity Investment | ||||||
Real Estate Properties [Line Items] | ||||||
Interest income | $ 0 | $ 0.1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Financial assets: | ||
Preferred equity investment - face value | $ 4,531,000 | $ 4,531,000 |
Mortgage loans receivable | ||
Financial assets: | ||
Mortgage loans receivable - face value | 23,739,000 | 12,375,000 |
Senior unsecured notes payable | ||
Financial liabilities: | ||
Senior unsecured notes payable - face value | 300,000,000 | 300,000,000 |
Carrying Amount | Level 2 | Senior unsecured notes payable | ||
Financial liabilities: | ||
Senior unsecured notes payable | 295,342,000 | 295,153,000 |
Carrying Amount | Level 3 | ||
Financial assets: | ||
Preferred equity investments | 5,746,000 | 5,746,000 |
Carrying Amount | Level 3 | Mortgage loans receivable | ||
Financial assets: | ||
Mortgage loans receivable | 23,673,000 | 12,299,000 |
Fair Value | Level 2 | Senior unsecured notes payable | ||
Financial liabilities: | ||
Senior unsecured notes payable | 300,783,000 | 289,500,000 |
Fair Value | Level 3 | ||
Financial assets: | ||
Preferred equity investments | 6,477,000 | 6,246,000 |
Fair Value | Level 3 | Mortgage loans receivable | ||
Financial assets: | ||
Mortgage loans receivable | $ 23,739,000 | $ 12,375,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal Amount | $ 685,000 | $ 495,000 |
Deferred Loan Fees | (6,103) | (5,235) |
Carrying Value | 678,897 | 489,765 |
Senior unsecured notes payable | ||
Debt Instrument [Line Items] | ||
Principal Amount | 300,000 | 300,000 |
Deferred Loan Fees | (4,658) | (4,847) |
Carrying Value | 295,342 | 295,153 |
Senior unsecured term loan | ||
Debt Instrument [Line Items] | ||
Principal Amount | 200,000 | 100,000 |
Deferred Loan Fees | (1,445) | (388) |
Carrying Value | 198,555 | 99,612 |
Unsecured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Principal Amount | 185,000 | 95,000 |
Deferred Loan Fees | 0 | 0 |
Carrying Value | $ 185,000 | $ 95,000 |
Debt - Senior Unsecured Notes P
Debt - Senior Unsecured Notes Payable (Details) - USD ($) | May 10, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Debt Instrument [Line Items] | |||
Gross proceeds from issuance of senior notes | $ 200,000,000 | $ 0 | |
Senior Unsecured Notes | 5.25% Senior Notes due 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 300,000,000 | ||
Interest rate, stated percentage | 5.25% | ||
Gross proceeds from issuance of senior notes | $ 300,000,000 | ||
Net proceeds from issuance of senior notes | $ 294,000,000 | ||
Debt instrument, redemption price, percentage | 100.00% | ||
Debt instrument, redemption price, percentage upon change of control | 101.00% | ||
Senior Unsecured Notes | 5.25% Senior Notes due 2025 | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 105.25% | ||
Senior Unsecured Notes | 5.25% Senior Notes due 2025 | Debt Instrument, Redemption, Period One | Minimum | |||
Debt Instrument [Line Items] | |||
Percentage of aggregate principal amount of notes outstanding | 60.00% | ||
Senior Unsecured Notes | 5.25% Senior Notes due 2025 | Debt Instrument, Redemption, Period One | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage of principal amount | 40.00% |
Debt - Unsecured Revolving Cred
Debt - Unsecured Revolving Credit Facility and Term Loan and Interst Expense (Details) | Feb. 08, 2019USD ($) | Feb. 01, 2016USD ($)extension_option | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Line of Credit Facility [Line Items] | |||||
Outstanding amounts | $ 685,000,000 | $ 495,000,000 | |||
Outstanding borrowings | 678,897,000 | 489,765,000 | |||
Interest expense | 6,860,000 | $ 7,092,000 | |||
Amortization of deferred financing costs | 500,000 | $ 500,000 | |||
Interest payable | 5,300,000 | 1,300,000 | |||
Revolving Credit Facility | New Revolving Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, borrowing capacity | $ 600,000,000 | ||||
Number of extension options | 2 | ||||
Line of credit facility, extension period | 6 months | ||||
Maximum Adjusted Consolidated Debt To Consolidated Total Asst Value ratio (percent) | 60.00% | ||||
Revolving Credit Facility | New Revolving Facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Facility fee on revolving commitment fees (percent) | 0.15% | ||||
Facility fee on revolving commitment fee based on investment grade ratings (percent) | 0.125% | ||||
Revolving Credit Facility | New Revolving Facility | Minimum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.10% | ||||
Revolving Credit Facility | New Revolving Facility | Minimum | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.10% | ||||
Revolving Credit Facility | New Revolving Facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Facility fee on revolving commitment fees (percent) | 0.35% | ||||
Facility fee on revolving commitment fee based on investment grade ratings (percent) | 0.30% | ||||
Revolving Credit Facility | New Revolving Facility | Maximum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.55% | ||||
Revolving Credit Facility | New Revolving Facility | Maximum | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.55% | ||||
Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Subfacility capacity as percentage of available revolving commitments (percent) | 10.00% | ||||
Swingline Loan | |||||
Line of Credit Facility [Line Items] | |||||
Subfacility capacity as percentage of available revolving commitments (percent) | 10.00% | ||||
Prior Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding amounts | 185,000,000 | 95,000,000 | |||
Outstanding borrowings | 185,000,000 | 95,000,000 | |||
Prior Credit Facility | Prior Revolving Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, borrowing capacity | $ 400,000,000 | ||||
Line of credit facility, uncommitted incremental facility limit | $ 250,000,000 | ||||
Number of extension options | extension_option | 2 | ||||
Line of credit facility, extension period | 6 months | ||||
Prior Credit Facility | Prior Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, borrowing capacity | $ 100,000,000 | ||||
Line of credit facility, prepayment premium in first year | 2.00% | ||||
Line of credit facility, prepayment premium in second year | 1.00% | ||||
Unsecured Debt | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, face amount | 300,000,000 | 300,000,000 | |||
Unsecured Debt | New Term Loan Feb 2019 | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, face amount | $ 200,000,000 | ||||
Unsecured Debt | New Term Loan Feb 2019 | Minimum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.50% | ||||
Unsecured Debt | New Term Loan Feb 2019 | Minimum | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.50% | ||||
Unsecured Debt | New Term Loan Feb 2019 | Maximum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.20% | ||||
Unsecured Debt | New Term Loan Feb 2019 | Maximum | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 2.20% | ||||
Prior Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding amounts | 200,000,000 | 100,000,000 | |||
Outstanding borrowings | $ 198,555,000 | $ 99,612,000 |
Equity - At-The-Market Offering
Equity - At-The-Market Offering (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 04, 2019 | |
ATM Program activity | |||
Gross proceeds | $ 47,260,000 | $ (10,000) | |
Commissions paid on stock issuance | 600,000 | ||
At-The-Market Offering | |||
Class of Stock [Line Items] | |||
Remaining offering amount available | $ 300,000,000 | ||
ATM Program activity | |||
Number of shares (in shares) | 2,459 | ||
Average sales price per share (in usd per share) | $ 19.48 | ||
Gross proceeds | $ 47,893,000 | ||
At-The-Market Offering | Maximum | |||
Class of Stock [Line Items] | |||
Authorized aggregate offering price of common stock | $ 300,000,000 |
Equity - Dividends on Common St
Equity - Dividends on Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 29, 2019 | |
Dividends per share of common stock | |||
Dividends declared per common share (in usd per share) | $ 0.225 | $ 0.205 | |
Dividends payment date | Apr. 15, 2019 | ||
Dividends payable as of record date | $ 20,012 | ||
Dividends record date | Mar. 29, 2019 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | Jun. 01, 2014shares | Feb. 28, 2019installment$ / sharesshares | Mar. 31, 2019USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unamortized stock-based compensation expense related to unvested awards | $ | $ 6.9 | ||
Weighted average remaining vesting period related to expense recognition | 2 years 4 months 30 days | ||
Ensign Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award conversion ratio related to the spin-off | 1 | ||
Restricted Stock Award | Ensign Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock awards unvested during spin-off (in shares) | 207,580 | ||
Unvested stock awards outstanding (in shares) | 1,760 | ||
Restricted Stock Award | Officers and Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards granted (in shares) | 91,440 | ||
Award grant date fair value (in usd per share) | $ / shares | $ 22 | ||
Number of equal annual vesting installments | installment | 4 | ||
Performance Stock Award | Officers and Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards granted (in shares) | 71,440 | ||
Award grant date fair value (in usd per share) | $ / shares | $ 22 | ||
Vesting metric, Normalized Funds from Operations, minimum | 5.00% | ||
Minimum | Performance Stock Award | Officers and Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period range (in years) | 1 year | ||
Maximum | Performance Stock Award | Officers and Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period range (in years) | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock-based compensation expense | $ 994 | $ 904 |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation of Weighted-Average Common Shares Outstanding Used in Calculation of Basic EPS to Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income | $ 16,053 | $ 14,607 |
Less: Net income allocated to participating securities | (86) | (126) |
Numerator for basic and diluted earnings available to common stockholders | $ 15,967 | $ 14,481 |
Denominator: | ||
Weighted-average basic common shares outstanding (in shares) | 88,010 | 75,504 |
Weighted-average diluted common shares outstanding (in shares) | 88,010 | 75,504 |
Earnings per common share, basic (in usd per share) | $ 0.18 | $ 0.19 |
Earnings per common share, diluted (in usd per share) | $ 0.18 | $ 0.19 |
Concentration of Risk - Narrati
Concentration of Risk - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)statefacilitybed | |
Concentration Risk [Line Items] | |
Number of living facilities | 202 |
Description of highest concentration of properties | The four states in which Ensign leases the highest concentration of properties are California, Texas, Utah and Arizona. |
Skilled Nursing, Assisted Living and Independent Living Facilities | Assets Leased to Ensign | |
Concentration Risk [Line Items] | |
Number of living facilities | 199 |
Number of units available in living facilities | bed | 19,668 |
Ensign | |
Concentration Risk [Line Items] | |
Number of states where Ensign leases the highest concentration of properties | state | 4 |
Ensign | Skilled Nursing, Assisted Living and Independent Living Facilities | Assets Leased to Ensign | |
Concentration Risk [Line Items] | |
Number of living facilities | 93 |
Number of units available in living facilities | bed | 9,860 |
Ensign | Customer Concentration Risk | Rental Income | |
Concentration Risk [Line Items] | |
Annualized run-rate basis revenue | $ | $ 59.8 |
Concentration risk (percent) | 40.00% |
Summarized Condensed Consolid_3
Summarized Condensed Consolidating Information - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||||
Real estate investments, net | $ 1,259,336 | $ 1,216,237 | ||
Other real estate investments, net | 29,419 | 18,045 | ||
Cash and cash equivalents | 214,354 | 36,792 | ||
Accounts and other receivables, net | 8,360 | 11,387 | ||
Prepaid expenses and other assets | 8,759 | 8,668 | ||
Deferred financing costs, net | 3,758 | 633 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany | 0 | 0 | ||
Total assets | 1,523,986 | 1,291,762 | ||
Liabilities and Equity: | ||||
Senior unsecured notes payable, net | 295,342 | 295,153 | ||
Senior unsecured term loan, net | 198,555 | 99,612 | ||
Borrowings outstanding on revolving credit facility | 185,000 | 95,000 | ||
Accounts payable and accrued liabilities | 13,972 | 15,967 | ||
Dividends payable | 20,086 | 17,783 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 712,955 | 523,515 | ||
Equity: | ||||
Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 and 85,867,044 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 884 | 859 | ||
Additional paid-in capital | 1,012,295 | 965,578 | ||
Cumulative distributions in excess of earnings | (202,148) | (198,190) | ||
Total equity | 811,031 | 768,247 | $ 593,888 | $ 594,617 |
Total liabilities and equity | 1,523,986 | 1,291,762 | ||
Reportable Legal Entities | Parent Guarantor | ||||
Assets: | ||||
Real estate investments, net | 0 | 0 | ||
Other real estate investments, net | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | ||
Accounts and other receivables, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Deferred financing costs, net | 0 | 0 | ||
Investment in subsidiaries | 831,117 | 786,030 | ||
Intercompany | 0 | 0 | ||
Total assets | 831,117 | 786,030 | ||
Liabilities and Equity: | ||||
Senior unsecured notes payable, net | 0 | 0 | ||
Senior unsecured term loan, net | 0 | 0 | ||
Borrowings outstanding on revolving credit facility | 0 | 0 | ||
Accounts payable and accrued liabilities | 0 | 0 | ||
Dividends payable | 20,086 | 17,783 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 20,086 | 17,783 | ||
Equity: | ||||
Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 and 85,867,044 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 884 | 859 | ||
Additional paid-in capital | 1,012,295 | 965,578 | ||
Cumulative distributions in excess of earnings | (202,148) | (198,190) | ||
Total equity | 811,031 | 768,247 | ||
Total liabilities and equity | 831,117 | 786,030 | ||
Reportable Legal Entities | Issuers | ||||
Assets: | ||||
Real estate investments, net | 935,419 | 887,921 | ||
Other real estate investments, net | 23,673 | 12,299 | ||
Cash and cash equivalents | 214,354 | 36,792 | ||
Accounts and other receivables, net | 8,350 | 9,359 | ||
Prepaid expenses and other assets | 8,756 | 8,666 | ||
Deferred financing costs, net | 3,758 | 633 | ||
Investment in subsidiaries | 495,487 | 484,955 | ||
Intercompany | 0 | 0 | ||
Total assets | 1,689,797 | 1,440,625 | ||
Liabilities and Equity: | ||||
Senior unsecured notes payable, net | 295,342 | 295,153 | ||
Senior unsecured term loan, net | 198,555 | 99,612 | ||
Borrowings outstanding on revolving credit facility | 185,000 | 95,000 | ||
Accounts payable and accrued liabilities | 13,775 | 13,588 | ||
Dividends payable | 0 | 0 | ||
Intercompany | 166,008 | 151,242 | ||
Total liabilities | 858,680 | 654,595 | ||
Equity: | ||||
Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 and 85,867,044 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 0 | 0 | ||
Additional paid-in capital | 689,725 | 661,686 | ||
Cumulative distributions in excess of earnings | 141,392 | 124,344 | ||
Total equity | 831,117 | 786,030 | ||
Total liabilities and equity | 1,689,797 | 1,440,625 | ||
Reportable Legal Entities | Combined Subsidiary Guarantors | ||||
Assets: | ||||
Real estate investments, net | 323,917 | 328,316 | ||
Other real estate investments, net | 5,746 | 5,746 | ||
Cash and cash equivalents | 0 | 0 | ||
Accounts and other receivables, net | 10 | 2,028 | ||
Prepaid expenses and other assets | 3 | 2 | ||
Deferred financing costs, net | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany | 166,008 | 151,242 | ||
Total assets | 495,684 | 487,334 | ||
Liabilities and Equity: | ||||
Senior unsecured notes payable, net | 0 | 0 | ||
Senior unsecured term loan, net | 0 | 0 | ||
Borrowings outstanding on revolving credit facility | 0 | 0 | ||
Accounts payable and accrued liabilities | 197 | 2,379 | ||
Dividends payable | 0 | 0 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 197 | 2,379 | ||
Equity: | ||||
Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 and 85,867,044 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 0 | 0 | ||
Additional paid-in capital | 321,761 | 321,761 | ||
Cumulative distributions in excess of earnings | 173,726 | 163,194 | ||
Total equity | 495,487 | 484,955 | ||
Total liabilities and equity | 495,684 | 487,334 | ||
Elimination | ||||
Assets: | ||||
Real estate investments, net | 0 | 0 | ||
Other real estate investments, net | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | ||
Accounts and other receivables, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Deferred financing costs, net | 0 | 0 | ||
Investment in subsidiaries | (1,326,604) | (1,270,985) | ||
Intercompany | (166,008) | (151,242) | ||
Total assets | (1,492,612) | (1,422,227) | ||
Liabilities and Equity: | ||||
Senior unsecured notes payable, net | 0 | 0 | ||
Senior unsecured term loan, net | 0 | 0 | ||
Borrowings outstanding on revolving credit facility | 0 | 0 | ||
Accounts payable and accrued liabilities | 0 | 0 | ||
Dividends payable | 0 | 0 | ||
Intercompany | (166,008) | (151,242) | ||
Total liabilities | (166,008) | (151,242) | ||
Equity: | ||||
Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 and 85,867,044 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 0 | 0 | ||
Additional paid-in capital | (1,011,486) | (983,447) | ||
Cumulative distributions in excess of earnings | (315,118) | (287,538) | ||
Total equity | (1,326,604) | (1,270,985) | ||
Total liabilities and equity | $ (1,492,612) | $ (1,422,227) |
Summarized Condensed Consolid_4
Summarized Condensed Consolidating Information - Condensed Consolidating Balance Sheets Share Data (Details) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Summarized Condensed Consolidating Information [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (shares) | 500,000,000 | 500,000,000 |
Common stock, issued (shares) | 88,398,273 | 85,867,044 |
Common stock, outstanding (shares) | 88,398,273 | 85,867,044 |
Summarized Condensed Consolid_5
Summarized Condensed Consolidating Information - Condensed Consolidating Income Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Rental income | $ 38,347 | |
Rental income | $ 33,816 | |
Tenant reimbursements | 2,968 | |
Independent living facilities | 860 | 799 |
Interest and other income | 451 | 518 |
Total revenues | 39,658 | 38,101 |
Expenses: | ||
Depreciation and amortization | 11,902 | 11,577 |
Interest expense | 6,860 | 7,092 |
Property taxes | 826 | 2,968 |
Independent living facilities | 707 | 716 |
General and administrative | 3,310 | 3,192 |
Total expenses | 23,605 | 25,545 |
Gain on sale of real estate | 0 | 2,051 |
Income in Subsidiary | 0 | 0 |
Net income | 16,053 | 14,607 |
Reportable Legal Entities | Parent Guarantor | ||
Revenues: | ||
Rental income | 0 | |
Rental income | 0 | |
Tenant reimbursements | 0 | |
Independent living facilities | 0 | 0 |
Interest and other income | 0 | 0 |
Total revenues | 0 | 0 |
Expenses: | ||
Depreciation and amortization | 0 | 0 |
Interest expense | 0 | 0 |
Property taxes | 0 | 0 |
Independent living facilities | 0 | 0 |
General and administrative | 994 | 904 |
Total expenses | 994 | 904 |
Gain on sale of real estate | 0 | |
Income in Subsidiary | 17,047 | 15,511 |
Net income | 16,053 | 14,607 |
Reportable Legal Entities | Issuers | ||
Revenues: | ||
Rental income | 23,569 | |
Rental income | 19,398 | |
Tenant reimbursements | 1,764 | |
Independent living facilities | 0 | 0 |
Interest and other income | 451 | 423 |
Total revenues | 24,020 | 21,585 |
Expenses: | ||
Depreciation and amortization | 7,503 | 6,937 |
Interest expense | 6,860 | 7,092 |
Property taxes | 826 | 1,764 |
Independent living facilities | 0 | 0 |
General and administrative | 2,316 | 2,288 |
Total expenses | 17,505 | 18,081 |
Gain on sale of real estate | 2,051 | |
Income in Subsidiary | 10,532 | 9,956 |
Net income | 17,047 | 15,511 |
Reportable Legal Entities | Combined Subsidiary Guarantors | ||
Revenues: | ||
Rental income | 14,778 | |
Rental income | 14,418 | |
Tenant reimbursements | 1,204 | |
Independent living facilities | 860 | 799 |
Interest and other income | 0 | 95 |
Total revenues | 15,638 | 16,516 |
Expenses: | ||
Depreciation and amortization | 4,399 | 4,640 |
Interest expense | 0 | 0 |
Property taxes | 0 | 1,204 |
Independent living facilities | 707 | 716 |
General and administrative | 0 | 0 |
Total expenses | 5,106 | 6,560 |
Gain on sale of real estate | 0 | |
Income in Subsidiary | 0 | 0 |
Net income | 10,532 | 9,956 |
Elimination | ||
Revenues: | ||
Rental income | 0 | |
Rental income | 0 | |
Tenant reimbursements | 0 | |
Independent living facilities | 0 | 0 |
Interest and other income | 0 | 0 |
Total revenues | 0 | 0 |
Expenses: | ||
Depreciation and amortization | 0 | 0 |
Interest expense | 0 | 0 |
Property taxes | 0 | 0 |
Independent living facilities | 0 | 0 |
General and administrative | 0 | 0 |
Total expenses | 0 | 0 |
Gain on sale of real estate | 0 | |
Income in Subsidiary | (27,579) | (25,467) |
Net income | $ (27,579) | $ (25,467) |
Summarized Condensed Consolid_6
Summarized Condensed Consolidating Information - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net cash provided by operating activities | $ 30,074 | $ 22,059 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (52,697) | (47,103) |
Improvements to real estate | (452) | (11) |
Purchases of equipment, furniture and fixtures | (1,806) | (27) |
Investment in real estate mortgage and other loans receivable | (11,389) | 0 |
Principal payments received on real estate mortgage and other loans receivable | 411 | 23 |
Escrow deposits for acquisitions of real estate | (375) | (1,000) |
Net proceeds from the sale of real estate | 131 | 13,004 |
Distribution from subsidiary | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in investing activities | (66,177) | (35,114) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, net | 47,260 | (10) |
Proceeds from the issuance of senior unsecured term loan | 200,000 | 0 |
Borrowings under unsecured revolving credit facility | 185,000 | 60,000 |
Payments on senior unsecured term loan | (100,000) | 0 |
Payments on unsecured revolving credit facility | (95,000) | (25,000) |
Payments of deferred financing costs | (4,390) | 0 |
Net-settle adjustment on restricted stock | (1,495) | (605) |
Dividends paid on common stock | (17,710) | (14,044) |
Distribution to Parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash provided by financing activities | 213,665 | 20,341 |
Net increase in cash and cash equivalents | 177,562 | 7,286 |
Cash and cash equivalents, beginning of period | 36,792 | 6,909 |
Cash and cash equivalents, end of period | 214,354 | 14,195 |
Reportable Legal Entities | Parent Guarantor | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | 0 |
Improvements to real estate | 0 | 0 |
Purchases of equipment, furniture and fixtures | 0 | 0 |
Investment in real estate mortgage and other loans receivable | 0 | |
Principal payments received on real estate mortgage and other loans receivable | 0 | 0 |
Escrow deposits for acquisitions of real estate | 0 | 0 |
Net proceeds from the sale of real estate | 0 | 0 |
Distribution from subsidiary | 17,710 | 14,044 |
Intercompany financing | (45,765) | 615 |
Net cash used in investing activities | (28,055) | 14,659 |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, net | 47,260 | (10) |
Proceeds from the issuance of senior unsecured term loan | 0 | |
Borrowings under unsecured revolving credit facility | 0 | 0 |
Payments on senior unsecured term loan | 0 | |
Payments on unsecured revolving credit facility | 0 | 0 |
Payments of deferred financing costs | 0 | |
Net-settle adjustment on restricted stock | (1,495) | (605) |
Dividends paid on common stock | (17,710) | (14,044) |
Distribution to Parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash provided by financing activities | 28,055 | (14,659) |
Net increase in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Reportable Legal Entities | Issuers | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 15,308 | 7,295 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (52,697) | (47,103) |
Improvements to real estate | (452) | 0 |
Purchases of equipment, furniture and fixtures | (1,806) | (23) |
Investment in real estate mortgage and other loans receivable | (11,389) | |
Principal payments received on real estate mortgage and other loans receivable | 411 | 23 |
Escrow deposits for acquisitions of real estate | (375) | (1,000) |
Net proceeds from the sale of real estate | 131 | 13,004 |
Distribution from subsidiary | 0 | 0 |
Intercompany financing | 14,766 | 14,749 |
Net cash used in investing activities | (51,411) | (20,350) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, net | 0 | 0 |
Proceeds from the issuance of senior unsecured term loan | 200,000 | |
Borrowings under unsecured revolving credit facility | 185,000 | 60,000 |
Payments on senior unsecured term loan | (100,000) | |
Payments on unsecured revolving credit facility | (95,000) | (25,000) |
Payments of deferred financing costs | (4,390) | |
Net-settle adjustment on restricted stock | 0 | 0 |
Dividends paid on common stock | 0 | 0 |
Distribution to Parent | (17,710) | (14,044) |
Intercompany financing | 45,765 | (615) |
Net cash provided by financing activities | 213,665 | 20,341 |
Net increase in cash and cash equivalents | 177,562 | 7,286 |
Cash and cash equivalents, beginning of period | 36,792 | 6,909 |
Cash and cash equivalents, end of period | 214,354 | 14,195 |
Reportable Legal Entities | Combined Subsidiary Guarantors | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 14,766 | 14,764 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | 0 |
Improvements to real estate | 0 | (11) |
Purchases of equipment, furniture and fixtures | 0 | (4) |
Investment in real estate mortgage and other loans receivable | 0 | |
Principal payments received on real estate mortgage and other loans receivable | 0 | 0 |
Escrow deposits for acquisitions of real estate | 0 | 0 |
Net proceeds from the sale of real estate | 0 | 0 |
Distribution from subsidiary | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in investing activities | 0 | (15) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, net | 0 | 0 |
Proceeds from the issuance of senior unsecured term loan | 0 | |
Borrowings under unsecured revolving credit facility | 0 | 0 |
Payments on senior unsecured term loan | 0 | |
Payments on unsecured revolving credit facility | 0 | 0 |
Payments of deferred financing costs | 0 | |
Net-settle adjustment on restricted stock | 0 | 0 |
Dividends paid on common stock | 0 | 0 |
Distribution to Parent | 0 | 0 |
Intercompany financing | (14,766) | (14,749) |
Net cash provided by financing activities | (14,766) | (14,749) |
Net increase in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Elimination | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | 0 |
Improvements to real estate | 0 | 0 |
Purchases of equipment, furniture and fixtures | 0 | 0 |
Investment in real estate mortgage and other loans receivable | 0 | |
Principal payments received on real estate mortgage and other loans receivable | 0 | 0 |
Escrow deposits for acquisitions of real estate | 0 | 0 |
Net proceeds from the sale of real estate | 0 | 0 |
Distribution from subsidiary | (17,710) | (14,044) |
Intercompany financing | 30,999 | (15,364) |
Net cash used in investing activities | 13,289 | (29,408) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, net | 0 | 0 |
Proceeds from the issuance of senior unsecured term loan | 0 | |
Borrowings under unsecured revolving credit facility | 0 | 0 |
Payments on senior unsecured term loan | 0 | |
Payments on unsecured revolving credit facility | 0 | 0 |
Payments of deferred financing costs | 0 | |
Net-settle adjustment on restricted stock | 0 | 0 |
Dividends paid on common stock | 0 | 0 |
Distribution to Parent | 17,710 | 14,044 |
Intercompany financing | (30,999) | 15,364 |
Net cash provided by financing activities | (13,289) | 29,408 |
Net increase in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | $ 0 | $ 0 |
Subsequent Events - Recent Acqu
Subsequent Events - Recent Acquisition (Details) $ in Thousands | May 07, 2019USD ($)facility | Apr. 30, 2019USD ($)statefacilityrenewal_option | Mar. 31, 2019USD ($)property | Mar. 31, 2018USD ($) |
Subsequent Event [Line Items] | ||||
Initial annual cash rents | $ 4,837 | |||
Number of properties acquired | property | 5 | |||
Aggregate purchase price | $ 52,878 | |||
Borrowings under unsecured revolving credit facility | 185,000 | $ 60,000 | ||
Skilled Nursing Properties | ||||
Subsequent Event [Line Items] | ||||
Initial annual cash rents | $ 3,983 | |||
Number of properties acquired | property | 4 | |||
Aggregate purchase price | $ 43,938 | |||
Multi-Service Campus Properties | ||||
Subsequent Event [Line Items] | ||||
Initial annual cash rents | $ 854 | |||
Number of properties acquired | property | 1 | |||
Aggregate purchase price | $ 8,940 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of states in transaction | state | 2 | |||
Cash paid for acquisition | $ 211,000 | |||
Initial annual cash rents | 19,000 | |||
Aggregate purchase price | $ 215,000 | |||
Subsequent Event | Skilled Nursing Properties | ||||
Subsequent Event [Line Items] | ||||
Cash paid for acquisition | $ 10,000 | |||
Initial annual cash rents | $ 900 | |||
Number of properties acquired | facility | 1 | |||
Subsequent Event | Priority Management Group LLC | Louisiana | ||||
Subsequent Event [Line Items] | ||||
Remaining lease term (in years) | 12 years 6 months | |||
Subsequent Event | Priority Management Group LLC | Louisiana | Skilled Nursing Properties | ||||
Subsequent Event [Line Items] | ||||
Number of properties acquired | facility | 7 | |||
Subsequent Event | Priority Management Group LLC | Louisiana | Multi-Service Campus Properties | ||||
Subsequent Event [Line Items] | ||||
Number of properties acquired | facility | 1 | |||
Subsequent Event | Southwest LTC, Ltd | Texas | ||||
Subsequent Event [Line Items] | ||||
Remaining lease term (in years) | 15 years | |||
Number of lease renewal otions | renewal_option | 2 | |||
Operating lease renewal term (in years) | 5 years | |||
Subsequent Event | Southwest LTC, Ltd | Texas | Skilled Nursing Properties | ||||
Subsequent Event [Line Items] | ||||
Number of properties acquired | facility | 3 | |||
Subsequent Event | Southwest LTC, Ltd | Texas | Multi-Service Campus Properties | ||||
Subsequent Event [Line Items] | ||||
Number of properties acquired | facility | 1 |
Subsequent Events - Public Offe
Subsequent Events - Public Offering of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 15, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | ||
Proceeds from the issuance of common stock, net | $ 47,260 | $ (10) | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock, net, (in shares) | 6,641,250 | |||
Common stock, par value (in usd per share) | $ 0.01 | |||
Shares price to the public (in usd per share) | $ 23.35 | |||
Proceeds from the issuance of common stock, net | $ 148,400 | |||
Subsequent Event | Over-Allotment Option | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock, net, (in shares) | 866,250 |