Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | New Senior Investment Group Inc. | |
Entity Central Index Key | 1,610,114 | |
Current Fiscal Year End Date | --12-31 | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 86,534,140 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real estate investments: | ||
Land | $ 218,816 | $ 138,799 |
Buildings, improvements and other | 2,547,131 | 1,500,130 |
Accumulated depreciation | (107,512) | (56,988) |
Net real estate property | 2,658,435 | 1,581,941 |
Acquired lease and other intangible assets | 290,274 | 178,615 |
Accumulated amortization | (139,095) | (79,021) |
Net real estate intangibles | 151,179 | 99,594 |
Net real estate investments | 2,809,614 | 1,681,535 |
Cash and cash equivalents | 156,926 | 226,377 |
Receivables and other assets, net | 88,712 | 58,247 |
Total Assets | 3,055,252 | 1,966,159 |
Liabilities | ||
Mortgage notes payable, net | 2,127,184 | 1,223,224 |
Due to affiliates | 11,429 | 6,882 |
Dividends payable | 0 | 15,276 |
Accrued expenses and other liabilities | 94,520 | 72,241 |
Total Liabilities | $ 2,233,133 | $ 1,317,623 |
Commitments and contingencies | ||
Equity | ||
Preferred Stock $0.01 par value, 100,000,000 shares authorized and none outstanding as of both September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common stock $0.01 par value, 2,000,000,000 shares authorized, 86,534,140 and 66,415,415 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 865 | 664 |
Additional paid-in capital | 938,916 | 672,587 |
Accumulated deficit | (117,662) | (24,715) |
Total Equity | 822,119 | 648,536 |
Total Liabilities and Equity | $ 3,055,252 | $ 1,966,159 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 86,534,140 | 66,415,415 |
Common stock, shares outstanding (in shares) | 86,534,140 | 66,415,415 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues | |||||
Resident fees and services | $ 76,726 | $ 40,473 | $ 187,384 | $ 113,287 | |
Rental revenue | 28,259 | 26,672 | 82,661 | 71,316 | |
Total revenues | 104,985 | 67,145 | 270,045 | 184,603 | |
Expenses | |||||
Property operating expense | 51,760 | 28,776 | 128,855 | 80,531 | |
Depreciation and amortization | 40,812 | 28,670 | 110,543 | 74,682 | |
Interest expense | 20,051 | 14,130 | 52,346 | 41,532 | |
Acquisition, transaction and integration expense | 2,373 | 4,087 | 11,490 | 12,323 | |
Management fee to affiliate | 4,085 | 2,385 | 10,207 | 5,764 | |
General and administrative expense | 3,152 | 1,398 | 10,691 | 3,053 | |
Loss on extinguishment of debt | 0 | 0 | 5,091 | 0 | |
Other expense (income) | 1,089 | (1,500) | 1,569 | (1,500) | |
Total expenses | 123,322 | 77,946 | 330,792 | 216,385 | |
Loss Before Income Taxes | (18,337) | (10,801) | (60,747) | (31,782) | |
Income tax (benefit) expense | (378) | 350 | (344) | 1,337 | |
Net Loss | $ (17,959) | $ (11,151) | $ (60,403) | $ (33,119) | |
Loss Per Share of Common Stock | |||||
Basic and diluted (in dollars per share) | [1] | $ (0.21) | $ (0.17) | $ (0.82) | $ (0.50) |
Weighted Average Number of Shares of Common Stock Outstanding | |||||
Basic and diluted (in shares) | [2] | 86,533,384 | 66,399,857 | 73,342,453 | 66,399,857 |
Dividends Declared Per Share of Common Stock (in dollars per share) | $ 0 | $ 0 | $ 0.49 | $ 0 | |
[1] | Basic earnings per share ("EPS") is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. | ||||
[2] | For the purposes of computing income per share of common stock for periods prior to the spin-off on November 6, 2014, the Company treated the common shares issued in connection with the spin-off as if they had been outstanding for all periods presented, similar to a stock split. All outstanding options were excluded from the diluted share calculation as their effect would have been anti-dilutive. |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock [Member] | Accumulated Deficit [Member] | Additional Paid-in Capital [Member] |
Equity at December 31, 2014 at Dec. 31, 2014 | $ 648,536 | $ 664 | $ (24,715) | $ 672,587 |
Equity (in shares) at Dec. 31, 2014 | 66,415,415 | 66,415,415 | ||
Increase (Decrease) in Equity [Roll Forward] | ||||
Issuance of common stock, net | $ 266,513 | $ 201 | 0 | 266,312 |
Issuance of common stock (in shares) | 20,118,725 | |||
Dividends declared | (32,544) | $ 0 | (32,544) | 0 |
Fair value of stock options issued | 17 | 0 | 0 | 17 |
Net loss | (60,403) | 0 | 0 | |
Equity at September 30, 2015 at Sep. 30, 2015 | $ 822,119 | $ 865 | $ (117,662) | $ 938,916 |
Equity (in shares) at Sep. 30, 2015 | 86,534,140 | 86,534,140 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows From Operating Activities | ||
Net loss | $ (60,403) | $ (33,119) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation of tangible assets and amortization of intangible assets | 110,651 | 74,682 |
Amortization of deferred financing costs | 6,777 | 6,142 |
Amortization of deferred community fees | (1,886) | (984) |
Amortization of premium on mortgage notes payable | 228 | 635 |
Non-cash straight line rent | (18,885) | (19,034) |
Change in fair value of contingent consideration | 0 | (1,500) |
Loss on extinguishment of debt | 5,091 | 0 |
Equity-based compensation | 17 | 0 |
Provision for bad debt | 1,449 | 649 |
Unrealized loss on interest rate caps | 837 | 0 |
Changes in: | ||
Receivables and other assets | (13,148) | (8,645) |
Due to affiliates | 4,547 | 6,334 |
Accrued expenses and other liabilities | 18,641 | 20,850 |
Net cash provided by operating activities | 53,916 | 46,010 |
Cash Flows From Investing Activities | ||
Cash paid for acquisitions, net of deposits | (1,212,169) | (299,244) |
Capital expenditures | (7,788) | (5,826) |
Funds reserved for future capital expenditures | (2,003) | (1,018) |
Deposits paid for real estate investments | (11,355) | (155) |
Net cash used in investing activities | (1,233,315) | (306,243) |
Cash Flows From Financing Activities | ||
Proceeds from mortgage notes payable | 1,222,252 | 80,144 |
Principal payments of mortgage notes payable | (11,683) | (9,942) |
Repayments of mortgage notes payable | (304,484) | 0 |
Payment of exit fee on extinguishment of debt | (1,499) | 0 |
Payment of deferred financing costs | (12,294) | (967) |
Payment of common stock dividend | (47,820) | 0 |
Purchase of interest rate caps | (1,037) | 0 |
Proceeds from issuance of common stock | 276,569 | 0 |
Costs related to issuance of common stock | (10,056) | 0 |
Contributions | 0 | 247,475 |
Distributions | 0 | (44,321) |
Net cash provided by financing activities | 1,109,948 | 272,389 |
Net (Decrease) Increase in Cash and Cash Equivalents | (69,451) | 12,156 |
Cash and Cash Equivalents, Beginning of Period | 226,377 | 30,393 |
Cash and Cash Equivalents, End of Period | 156,926 | 42,549 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid during the period for interest expense | 42,886 | 32,120 |
Cash paid during the period for income taxes | 190 | 1,350 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Option exercise | 62 | 0 |
Other liabilities assumed with acquisitions | 651 | 0 |
Issuance of contingent consideration at fair value | $ 0 | $ 50 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION New Senior is a REIT primarily focused on investing in private pay senior housing properties. The Company has been investing in senior housing since 2012 and, as of September 30, 2015 , owns a diversified portfolio of 152 primarily private pay senior housing properties located across 37 states. The Company is listed on the New York Stock Exchange (“NYSE”) under the symbol “SNR” and is headquartered in New York, New York. The Company operates in two reportable segments: (1) Managed Properties and (2) Triple Net Lease Properties. Managed Properties – The Company has engaged property managers to manage 94 of its properties on a day-to-day basis under the Managed Properties segment. These properties consist of 53 dedicated independent living facilities (“IL-only”) and 41 properties with a combination of assisted living/memory care (“AL/MC”) facilities. The Company’s Managed Properties are managed by Holiday Acquisition Holdings LLC (“Holiday”), a portfolio company that is majority owned by private equity funds managed by an affiliate of FIG LLC (the “Manager”), a subsidiary of Fortress Investment Group LLC (“Fortress”), FHC Property Management LLC (together with its subsidiaries, “Blue Harbor”), an affiliate of the Manager, Jerry Erwin Associates, Inc. (“JEA”) and Thrive Senior Living LLC ("Thrive"), collectively, the “Property Managers,” under property management agreements (the “Property Management Agreements”). Under the Property Management Agreements, the Property Managers are responsible for the day-to-day operations of the Company’s senior housing properties and are entitled to a management fee in accordance with the terms of the Property Management Agreements. The Company has entered into long-term property management agreements for its managed properties with Blue Harbor, Holiday, JEA and Thrive. Holiday’s property management agreements have initial five -year or ten -year terms, with successive, automatic one -year renewal periods and the Company pays property management fees of 5 % to 7 % of effective gross income. For the Company’s other property managers, the property management agreements have initial terms of five to ten years with successive, automatic one -year renewal periods. The Company pays property management fees of 3 % to 7 % of gross revenues and, for certain property management agreements, a property management fee based on a percentage of net operating income. Triple Net Lease Properties – The Company has also invested in 58 properties (substantially all of which are included in the “Holiday Portfolio” and the Life Care Services ("LCS") Portfolio) subject to triple net lease arrangements under the Triple Net Lease Properties segment. These properties consist of 52 IL-only properties, five rental Continuing Care Retirement Communities (“CCRC”) properties and one AL/MC property. In a triple net lease arrangement, the Company purchases property and leases it back to the seller or to a third party, and the lessee agrees to operate and maintain the property at its own expense, including repairs, maintenance, capital expenditures, utilities, taxes, insurance and the payroll expense of property-level employees. The Company’s triple net lease agreements have initial terms of approximately 15 or 17 years and include renewal options and annual rent increases ranging from 2.5 % to 4.5 %. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP’’) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The Consolidated Financial Statements include the accounts of New Senior and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. New Senior consolidates those entities in which it has control over significant operating, financial and investing decisions of the entity. As of September 30, 2015 and December 31, 2014 , the Company did not have any investments in Variable Interest Entities (“VIEs”). VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These Consolidated Financial Statements should be read in conjunction with the results of operations, financial position and cash flows in the Company's Consolidated Financial Statements on Form 10-K for the year ended December 31, 2014 . During the nine months ended September 30, 2014 , the Company was not operated as a stand-alone business from Newcastle Investment Corp. ("Newcastle"). Information in the Consolidated Financial Statements for this period has been prepared on a stand-alone basis from the consolidated financial statements and accounting records of Newcastle. Information in the Consolidated Financial Statements for this period does not necessarily reflect what New Senior’s consolidated results of operations, financial position and cash flows would have been had New Senior operated as an independent company prior to the spin-off. Management believes the assumptions and methods of allocation used in the accompanying Consolidated Financial Statements are reasonable. The accompanying Consolidated Financial Statements reflect all revenues, expenses and cash flows directly attributable to the Company. Certain expenses of Newcastle, comprised primarily of a portion of its management fee, acquisition and transaction costs and general and administrative costs, have been allocated to New Senior to the extent they were directly associated with the Company for periods prior to the spin-off. The portion of the management fee allocated to New Senior prior to the spin-off represents the product of the management fee rate payable by Newcastle, 1.5 % and New Senior’s gross equity, which management believes is a reasonable method for quantifying the cost of the services provided by the employees of the Manager to the Company. New Senior and Newcastle have not shared any costs subsequent to the spin-off. See Note 11 for details related to the management agreement terms. Certain prior period amounts have been reclassified to conform to the current period’s presentation. Use of Estimates Management is required to make estimates and assumptions when preparing financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the accompanying Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from management’s estimates. Revenue Recognition Resident Fees and Services - Resident fees and services include monthly rental revenue, care income and ancillary income recognized from the Managed Properties segment. Resident fees and services are recognized monthly as services are provided. Lease agreements with residents are cancelable by the resident with 30 days’ notice. Ancillary income primarily relates to non-refundable community fees. Non-refundable community fees are recognized on a straight-line basis over the average length of stay of residents, which management estimates to be approximately 24 months for AL/MC properties and approximately 33 months for IL-only properties. Rental Revenue - Rental revenue from the Triple Net Lease Properties segment is recognized on a straight-line basis over the applicable term of the lease when collectability is reasonably assured. Recognizing rental revenue on a straight-line basis typically results in recognizing revenue in excess of cash amounts contractually due from the Company’s tenants during the first half of the lease term, creating a straight-line rent receivable that is included in other assets. As of September 30, 2015 and December 31, 2014 , straight-line rent receivables were $ 45,339 and $ 26,454 , respectively. Acquisition Accounting The Company has determined that all of its acquisitions should be accounted for under the acquisition method. The accounting for acquisitions requires the identification and measurement of all acquired tangible and intangible assets and assumed liabilities at their respective fair values, as of the respective acquisition dates. Recognized intangible assets primarily include the fair value of in-place resident leases and above/below market lease intangibles. In measuring the fair value of tangible and identified intangible assets acquired and liabilities assumed, management uses information obtained as a result of pre-acquisition due diligence, marketing, leasing activities and independent appraisals. In the case of real property, the fair value of the tangible assets acquired is determined by valuing the property as if it were vacant. The Company estimates the fair value of in-place leases as (i) the present value of the estimated rental revenue that would have been forgone, offset by variable costs that would have otherwise been incurred during a reasonable lease-up period, as if the acquired units were vacant and (ii) the estimated absorption costs, such as additional marketing costs that would have been incurred during the lease-up period. The acquisition fair value of the in-place lease intangibles is amortized over the average length of stay of the residents at the senior housing properties on a straight-line basis. The Company estimates the fair value of above/below market lease intangibles as the difference between contract rent and market rent over the remaining lease term for each leased property, on a discounted basis. Above/below market lease intangibles also include ground lease intangibles that are amortized over the contractual lives of the leases. Other intangibles recognized upon acquisition include intangible assets such as non-compete intangibles. Non-compete intangibles reflect the fair value of non-compete agreements at acquisition. The Company estimates the fair value of non-compete intangibles as the sum of (i) the present value of the consulting services during the non-compete period and (ii) the difference between (a) the present value of the net operating income with the non-compete agreements in place and (b) the present value of the net operating income, as if the non-compete agreements were not in place. The acquisition fair value of the non-compete intangibles is amortized over the non-compete period on a straight-line basis. Contingent consideration, if any, is measured at fair value on the date of acquisition. The fair value of the contingent consideration is remeasured at each reporting date with any change recorded in "Other expense (income)" in the Consolidated Statements of Operations. Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and include advisory, legal, accounting, valuation and other professional or consulting fees. Integration expense includes costs directly related to the integration of acquired businesses such as lender mandated repairs, licensing, rebranding and training incurred in connection with the acquisition. Acquisition, transaction and integration costs are expensed as incurred. Recent Accounting Pronouncements In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued Accounting Standards Update ("ASU") 2014-09 Revenues from Contracts with Customers (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date which defers the effective date by one year. The effective date of this standard will be for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted beginning after December 15, 2016. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements. In February 2015, the FASB issued ASU 2015-02 which amends the consolidation guidance in ASC 810. The standard eliminates the deferral of FAS 167, per ASC 810-10-65-2(a), that has allowed certain investment funds to follow the previous consolidation guidance in FIN 46 (R). The standard changes whether (1) fees paid to a decision maker or service provider represent a variable interest, (2) a limited partnership or similar entity has the characteristics of a VIE and (3) a reporting entity is the primary beneficiary of a VIE. This ASU is effective in the first quarter of 2016 and adoption is not expected to have an impact on the Company's Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs . The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company has elected to early adopt the provisions of this ASU and it requires retrospective application to all prior periods. Accordingly, "Mortgage notes payable, net" is reported net of deferred financing costs of $ 39,635 and $ 36,206 as of September 30, 2015 and December 31, 2014 , respectively, in the Consolidated Balance Sheets. In September 2015, the FASB issued ASU 2015-16 Business Combinations: Simplifying the Accounting for Measurement Period Adjustments . This standard eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements. The FASB has recently issued or discussed a number of proposed standards on such topics as financial statement presentation, leases, financial instruments and hedging. Some of these proposed changes are significant and could have a material impact on New Senior's Consolidated Financial Statements. The Company has not yet fully evaluated the potential impact of all these proposals, but will make such an evaluation as the standards are finalized. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Third quarter 2015 acquisitions On August 12, 2015, the Company acquired a portfolio of 28 private pay, IL-only properties ("Timber") located across 21 states for a purchase price of $ 640,000 , less certain discounts primarily related to capital expenditures, for total consideration of $ 632,238 (which includes a deposit of $ 5,000 paid in the second quarter of 2015). This acquisition was financed with $ 464,680 of mortgage debt, which carries a fixed rate of 4.25% and matures in September 2025, and the remainder was paid with cash on hand. These properties were integrated into the Managed Properties segment and are managed by Holiday. During the nine months ended September 30, 2015 , the Company paid deposits of $ 1,400 for future acquisitions that had not closed as of September 30, 2015 . First and second quarter 2015 acquisitions Additionally, during the six months ended June 2015, the Company acquired four portfolios representing 24 properties for total consideration of $ 594,742 (which includes deposits of $ 4,955 and $ 4,855 paid in the first quarter of 2015 and the fourth quarter of 2014, respectively). These acquisitions include 23 properties ( 21 IL-only and 2 AL/MC) that were integrated into the Managed Properties segment, of which, Holiday, Blue Harbor and Thrive manage 19 , 2 and 2 of the properties, respectively. One acquisition is a rental CCRC and was integrated into the Triple Net Lease segment. Resident fees and services, Rental revenue and Net loss were $ 51,686 , $ 2,644 and $ 15,399 , respectively, for the acquisitions made during the nine months ended September 30, 2015 . The following table summarizes the preliminary fair value of identifiable assets acquired and liabilities assumed in connection with the acquisitions completed in the nine month period ended September 30, 2015 , in accordance with the acquisition method of accounting: Managed Properties Triple Net Lease Total Real estate investments $ 1,052,469 $ 67,070 $ 1,119,539 In-place lease intangibles 105,590 6,081 111,671 Other assets, net of other liabilities (2,878 ) (1,352 ) (4,230 ) Total consideration 1,155,181 71,799 1,226,980 Mortgage notes payable (A) 837,815 52,000 889,815 Net assets $ 317,366 $ 19,799 $ 337,165 Total acquisition-related expenses (B) $ 4,215 $ 1,825 $ 6,040 (A) Represents new debt issued in connection with the acquisitions. (B) Included in "Acquisition, transaction and integration expense" in the Consolidated Statements of Operations. During the nine months ended September 30, 2014 , the Company acquired seven portfolios representing 15 senior housing properties ( 9 AL/MC, 4 CCRC and 2 IL-only). These acquisitions include nine properties that were integrated into the Managed Properties segment, of which Blue Harbor and Holiday manage seven and two of the properties, respectively. The remaining six properties were integrated into the Triple Net Lease segment. The Company's acquisition accounting for transactions completed through September 30, 2015 is still preliminary (with the exception of properties acquired through the third quarter of 2014 for which the acquisition accounting has been finalized), pending the completion of various analyses and the finalization of estimates used in the determination of fair values. During the measurement period, additional assets or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The preliminary measurement of net assets acquired may be adjusted after obtaining additional information regarding, among other things, asset valuations (including market and other information with which to determine fair values), liabilities assumed, the analysis of assumed contracts, and revisions of previous estimates. These adjustments may be significant and will be accounted for retrospectively, pending the adoption of ASU 2015-16. During the nine months ended September 30, 2015 , measurement period adjustments were made based on the valuation of assets acquired and liabilities assumed. The adjustments included an increase of $ 13,281 in real estate investments, a decrease of $ 13,601 for in-place lease intangibles and an increase of $ 320 in other assets. None of the measurement period adjustments had a material impact on the Company's previously reported results of operations. The following table illustrates the pro forma effect of the acquisitions completed in the period from January 1, 2014 to September 30, 2015 on revenues and pre-tax net loss, as if they had been consummated as of January 1, 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenues $ 113,909 $ 111,029 $ 339,622 $ 328,854 Pre-tax net loss (21,569 ) (22,645 ) (78,851 ) (72,600 ) The pro forma results are not necessarily indicative of the operating results that would have been obtained had the acquisitions occurred as of January 1, 2014, nor are they necessarily indicative of future operating results. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING As of September 30, 2015 , the Company operated in two reportable business segments: Managed Properties and Triple Net Lease Properties. Under its Managed Properties segment, the Company invests in senior housing properties throughout the United States and engages property managers to manage those senior housing properties. Under its Triple Net Lease Properties segment, the Company invests in senior housing and healthcare properties throughout the United States and leases those properties to healthcare operating companies under triple net leases that obligate the tenants to pay all property-related expenses, including repairs, maintenance, capital expenditures, utilities, taxes, insurance and the payroll expense of property-level employees. The Company evaluates performance of the combined properties in each reportable business segment based on segment net operating income (“NOI”). The Company defines NOI as total revenues less property-level operating expenses, which include property management fees and travel cost reimbursements to affiliates. The Company believes that net income, as defined by GAAP, is the most appropriate earnings measurement. However, the Company believes that segment NOI serves as a useful supplement to net income because it allows investors, analysts and management to measure unlevered property-level operating results and to compare the Company’s operating results to the operating results of other real estate companies and between periods on a consistent basis. Segment NOI should not be considered as an alternative to net income as determined in accordance with GAAP. Interest expense, depreciation and amortization, general and administrative expense, acquisition, transaction and integration expense, management fee to affiliate, income tax (benefit) expense, other expense (income) and discontinued operations (if any) are not allocated to individual segments for purposes of assessing segment performance. There are no intersegment sales or transfers. Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Triple Net Lease Properties Managed Properties Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 76,726 $ 76,726 $ — $ 40,473 $ 40,473 Rental revenue 28,259 — 28,259 26,672 — 26,672 Less: Property operating expense — 51,760 51,760 — 28,776 28,776 Segment NOI $ 28,259 $ 24,966 $ 53,225 $ 26,672 $ 11,697 $ 38,369 Depreciation and amortization 40,812 28,670 Interest expense 20,051 14,130 Acquisition, transaction and integration expense 2,373 4,087 Management fee to affiliate 4,085 2,385 General and administrative expense 3,152 1,398 Other expense (income) 1,089 (1,500 ) Income tax (benefit) expense (378 ) 350 Net Loss $ (17,959 ) $ (11,151 ) Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Triple Net Lease Properties Managed Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 187,384 $ 187,384 $ — $ 113,287 $ 113,287 Rental revenue 82,661 — 82,661 71,316 — 71,316 Less: Property operating expense — 128,855 128,855 — 80,531 80,531 Segment NOI $ 82,661 $ 58,529 $ 141,190 $ 71,316 $ 32,756 $ 104,072 Depreciation and amortization 110,543 74,682 Interest expense 52,346 41,532 Acquisition, transaction and integration expense 11,490 12,323 Management fee to affiliate 10,207 5,764 General and administrative expense 10,691 3,053 Loss on extinguishment of debt 5,091 — Other expense (income) 1,569 (1,500 ) Income tax (benefit) expense (344 ) 1,337 Net Loss $ (60,403 ) $ (33,119 ) Property operating expense includes property management fees and travel reimbursement costs. The Company also reimbursed the Property Managers for property-level payroll expenses. See Note 11 for additional information on these expenses related to Blue Harbor and Holiday. Reimbursements paid to JEA and Thrive during the three and nine months ended September 30, 2015 were not material. Assets by reportable business segment are as follows: September 30, 2015 December 31, 2014 Assets: Amount Percentage Amount Percentage Triple Net Lease Properties $ 1,230,354 40.3 % $ 1,175,690 59.8 % Managed Properties 1,824,898 59.7 % 790,469 40.2 % Total Assets $ 3,055,252 100.0 % $ 1,966,159 100.0 % The tenant for the Holiday Portfolio, an affiliate of Fortress, accounted for 21.2% and 33.2% of the total revenues for the three months ended September 30, 2015 and 2014 and 24.8% and 36.2% of the total revenues for the nine months ended September 30, 2015 and 2014 , respectively. The following table presents the percentage of total revenues by geographic location: Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Number of Communities % of Revenue Number of Communities % of Revenue Florida 26 21.4 % 19 26.0 % Texas 17 14.0 % 16 11.2 % California 12 9.0 % 5 8.6 % Pennsylvania 7 6.4 % 5 7.7 % Oregon 10 5.6 % 8 7.5 % North Carolina 9 5.5 % 3 3.8 % Utah 6 5.5 % 5 6.7 % Other 65 32.6 % 38 28.5 % Total 152 100.0 % 99 100.0 % |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 218,816 $ — $ 218,816 $ 138,799 $ — $ 138,799 Building and improvements 2,437,366 (80,971 ) 2,356,395 1,434,200 (43,164 ) 1,391,036 Furniture, fixtures and equipment 109,765 (26,541 ) 83,224 65,930 (13,824 ) 52,106 Total $ 2,765,947 $ (107,512 ) $ 2,658,435 $ 1,638,929 $ (56,988 ) $ 1,581,941 Depreciation expense was $ 20,020 and $ 12,358 for the three months ended September 30, 2015 and 2014 and $ 50,578 and $ 33,918 for the nine months ended September 30, 2015 and 2014 , respectively. A loss on disposal of assets of $ 54 is included in "Property operating expense" in the Consolidated Statements of Operations for the nine months ended September 30, 2015 . The following table summarizes the Company’s real estate intangibles as of September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Amortization Period Above/below market lease intangibles, net $ 5,868 $ (313 ) $ 5,555 52.7 years $ 5,868 $ (167 ) $ 5,701 52.1 years In-place lease intangibles 278,610 (137,355 ) 141,255 2.6 years 166,951 (77,889 ) 89,062 2.3 years Other intangibles 5,796 (1,427 ) 4,369 9.3 years 5,796 (965 ) 4,831 9.6 years Total intangibles $ 290,274 $ (139,095 ) $ 151,179 $ 178,615 $ (79,021 ) $ 99,594 Amortization expense was $ 20,792 and $ 16,312 for the three months ended September 30, 2015 and 2014 and $ 59,965 and $ 40,764 for the nine months ended September 30, 2015 and 2014 , respectively. Additionally, amortization of below market leases was $ 36 and $ 38 for the three months ended September 30, 2015 and 2014 and $ 109 and $ 85 for the nine months ended September 30, 2015 and 2014 , respectively, and is reported as a reduction to "Rental revenue" in the Consolidated Statements of Operations. The estimated future amortization of intangible assets is as follows: Years Ending December 31 Remainder of 2015 $ 23,437 2016 73,180 2017 39,176 2018 7,910 2019 503 Thereafter 6,973 Total $ 151,179 |
RECEIVABLES AND OTHER ASSETS, N
RECEIVABLES AND OTHER ASSETS, NET | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
RECEIVABLES AND OTHER ASSETS, NET | RECEIVABLES AND OTHER ASSETS, NET September 30, 2015 December 31, 2014 Straight-line rent receivables $ 45,339 $ 26,454 Escrows held by lenders (A) 22,162 10,768 Other receivables 2,773 5,845 Prepaid expenses 4,514 3,217 Resident receivables, net 2,774 3,162 Deferred tax assets 5,524 4,672 Security deposits 2,296 1,225 Income tax receivable 1,843 1,870 Interest rate caps 200 — Other assets 1,287 1,034 Total $ 88,712 $ 58,247 (A) Escrows held by lenders represent amounts deposited in tax, insurance, and replacement reserve escrow accounts that are related to mortgage notes collateralized by New Senior's properties. The following table summarizes the allowance for doubtful accounts and the related provision for resident receivables: Nine Months Ended Nine Months Ended Balance, beginning of period $ 190 $ 303 Provision for bad debt 1,449 649 Write-offs, net of recoveries (916 ) (727 ) Balance, end of period $ 723 $ 225 The provision for resident receivables and related write-offs are included in "Property operating expense" in the Consolidated Statements of Operations. |
DEFERRED FINANCING COSTS
DEFERRED FINANCING COSTS | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Finance Costs [Abstract] | |
DEFERRED FINANCING COSTS | DEFERRED FINANCING COSTS The deferred financing costs summarized in the following table are presented as a reduction to "Mortgage notes payable, net" in the Consolidated Balance Sheets. September 30, 2015 December 31, 2014 Gross carrying amount $ 54,567 $ 45,569 Accumulated amortization (14,932 ) (9,363 ) Total $ 39,635 $ 36,206 Amortization of deferred financing costs is reported within "Interest expense" in the Consolidated Statements of Operations. In March 2015, the Company refinanced mortgage loans and wrote-off $ 1,208 of unamortized deferred financing costs. See Note 8 for further information. |
MORTGAGE NOTES PAYABLE, NET
MORTGAGE NOTES PAYABLE, NET | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
MORTGAGE NOTES PAYABLE, NET | MORTGAGE NOTES PAYABLE, NET September 30, 2015 December 31, 2014 Outstanding Face Amount Carrying Value (A) Final Stated Maturity Stated Interest Rate Weighted Average Maturity (Years) Outstanding Face Amount Carrying Value (A) Managed Properties Fixed Rate (B) $ 608,099 $ 604,092 Dec 2018 - Sep 2025 3.65% to 6.76% 8.5 $ 156,763 $ 154,696 Floating Rate (C) 705,403 697,638 Apr 2022 - May 2022 1M LIBOR + 2.20% to 1M LIBOR + 2.34% 6.5 278,424 275,689 Triple Net Lease Properties Fixed Rate (D) 699,153 675,198 Jan 2021 - Jan 2024 3.83% to 8.00% 6.8 708,383 679,333 Floating Rate (E) 152,000 150,256 Oct 2017 - Apr 2018 3M LIBOR + 3.00% to 3M LIBOR + 3.25% 2.2 115,000 113,506 Total $ 2,164,655 $ 2,127,184 6.8 $ 1,258,570 $ 1,223,224 (A) The totals are reported net of deferred financing costs of $ 39,635 and $ 36,206 as of September 30, 2015 and December 31, 2014 , respectively. (B) On August 12, 2015, the Company obtained new mortgage financing of $464,680 to partially fund the Timber acquisition. The financing carries a fixed rate of 4.25 % and matures in September 2025. (C) All of these loans have LIBOR caps that range between 3.66% and 3.80% as of September 30, 2015 . (D) Includes loans with an outstanding face amount of $ 352,041 and $ 308,203 , as of September 30, 2015 , for which the Company bought down the interest rates to 4.00 % and 3.83 %, respectively, through January 2019. The interest rates will increase to 4.99 % and 4.56 %, respectively, thereafter. (E) On August 31, 2015, the Company completed a partial payoff of $ 15,000 for a floating rate loan. In March 2015, the Company refinanced mortgage loans of $ 297,030 and recognized a loss on extinguishment of debt of $ 5,091 , which represents the write-off of related unamortized deferred financing costs, mortgage discounts, exit fees and other costs, as of the date of the refinancing, and is included in "Loss on extinguishment of debt" in the Consolidated Statements of Operations. The carrying value of the collateral relating to the fixed rate and floating rate mortgages was $ 1,701,707 and $ 1,107,093 as of September 30, 2015 and $1,130,582 and $524,996 as of December 31, 2014 , respectively. The Company’s mortgage notes payable contain various customary financial and other covenants, and in certain cases include a Debt Service Coverage Ratio and Project Yield, as defined in the agreements. The Company was in compliance with the covenants of its mortgage notes payable agreements as of September 30, 2015 . The fair values of mortgage notes payable as of September 30, 2015 and December 31, 2014 was $ 2,197,524 and $1,283,109 , respectively. Mortgage notes payable are not measured at fair value in the Consolidated Balance Sheets. The disclosed fair value of mortgage notes payable, classified as level 3 within the fair value hierarchy, is based on a discounted cash flow valuation model. Significant inputs in the model include amounts and timing of expected future cash flows and market yields which are constructed based on inputs implied from similar debt offerings. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS During the nine months ended September 30, 2015 , the Company entered into interest rate cap contracts to hedge future payments on floating rate debt obligations. The interest rate caps are carried at fair value and are included in "Receivables and other assets, net" in the Consolidated Balance Sheets. The Company estimates the fair value of these instruments using pricing models that consider forward yield curves, cap strike rates, cap volatility and discount rates, which are classified as level 2 inputs. Significant inputs to the valuation of level 2 derivatives can be verified to market transactions, broker or dealer quotations or other pricing sources with reasonable levels of price transparency. The Company does not apply hedge accounting. The fair value adjustment on the Company's interest rate caps was a loss of $ 357 and $ 837 for the three and nine months ended September 30, 2015 , respectively, and is included in "Other expense (income)" in the Consolidated Statements of Operations. The following table presents information related to the Company's outstanding interest rate caps: September 30, 2015 Outstanding notional amount $ 705,431 LIBOR cap range 3.66% to 3.80% LIBOR cap effective date range March 2015 to April 2018 Fair value $ 200 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | ACCRUED EXPENSES AND OTHER LIABILITIES September 30, 2015 December 31, 2014 Security deposits payable $ 53,476 $ 50,917 Accounts payable 10,051 6,058 Mortgage interest payable 6,112 3,651 Deferred community fees, net 4,745 3,113 Rent collected in advance 3,660 2,530 Property tax payable 7,209 1,627 Contingent consideration — 50 Other liabilities 9,267 4,295 Total $ 94,520 $ 72,241 |
TRANSACTIONS WITH AFFILIATES
TRANSACTIONS WITH AFFILIATES | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH AFFILIATES | TRANSACTIONS WITH AFFILIATES Management Agreements In conjunction with the spin-off, New Senior entered into a management agreement (the “Management Agreement”) with the Manager dated November 6, 2014 (effective November 7, 2014), under which the Manager advises the Company on various aspects of its business and manages its day-to-day operations, subject to the supervision of the Company’s board of directors. For its management services, the Manager is entitled to a base management fee of 1.5 % per annum of the Company’s gross equity. Gross equity is generally defined as the equity invested by Newcastle as of the distribution date plus the aggregate offering price from stock offerings, plus certain capital contributions to subsidiaries, less capital distributions (calculated without regard to depreciation and amortization) and repurchases of common stock, calculated and payable monthly in arrears in cash. During the three and nine months ended September 30, 2015 , the Company incurred management fees of $ 4,085 and $ 10,207 , respectively, under the Management Agreement, which are included in “Management fee to affiliate” in the Consolidated Statements of Operations. As of September 30, 2015 , the Company had a payable for management fees of $ 1,362 which is included in “Due to affiliates” in the Consolidated Balance Sheets. The Manager is entitled to receive, on a quarterly basis, incentive compensation on a cumulative, but not compounding basis, in an amount equal to the product of (A) 25 % of the dollar amount by which (1)(a) funds from operations (as defined in the Management Agreement) before the incentive compensation per share of common stock, plus (b) gains (or losses) from sales of property per share of common stock, plus (c) internal and third party acquisition-related expenses, plus (d) unconsummated transaction expenses, and plus (e) other non-routine items, exceed (2) an amount equal to (a) the weighted average value per share of the equity invested by Newcastle in the assets of the Company (including total cash contributed to the Company) as of the distribution date and the price per share of the Company’s common stock in any offerings by the Company (adjusted for prior capital dividends or capital distributions, which shall be calculated without regard to depreciation and amortization) multiplied by (b) a simple interest rate of 10 % per annum, multiplied by (B) the weighted average number of shares of common stock outstanding. The incentive fee is payable in cash, stock or a combination of both. The Manager earned no incentive compensation during the nine months ended September 30, 2015 . Because the Manager’s employees perform certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, the Manager is paid or reimbursed, pursuant to the Management Agreement, for the cost of performing such tasks, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants on an arm’s-length basis. The Company is also required to pay all operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The Company is required to pay expenses that include, but are not limited to, issuance and transaction costs incidental to the sourcing, evaluation, acquisition, management, disposition, and financing of the Company’s investments, legal, underwriting, sourcing, asset management and auditing fees and expenses, the compensation and expenses of independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of the Company, the costs of printing and mailing proxies and reports to the Company’s stockholders, costs incurred by employees or agents of the Manager for travel on the Company’s behalf, costs associated with any computer software or hardware that is solely used by the Company, costs to obtain liability insurance to indemnify directors and officers and the compensation and expenses of the Company’s transfer agent. During the three and nine months ended September 30, 2015 , the Company reimbursed the Manager $ 1,955 and $ 6,898 , respectively, for costs incurred for tasks and other services performed by the Manager under the Management Agreement, of which $ 1,330 and $ 4,606 is included in "General and administrative expense" and $ 625 and $ 2,292 is included in "Acquisition, transaction and integration expense," respectively, in the Consolidated Statements of Operations. As of September 30, 2015 , the Company had a payable for Manager reimbursements of $ 3,336 which is included in “Due to affiliates” in the Consolidated Balance Sheets. During the quarter ended September 30, 2015 , the Company executed a plan to centralize operations in New York, New York and relocate certain personnel from the Plano, Texas office to New York, New York. The Company has determined that this plan qualifies as a restructuring activity under ASC 420. The Company incurred costs of $ 731 in connection with this restructuring, which primarily consist of severance-related costs, and are included in “Other expense (income)” in the Consolidated Statements of Operations. The Company does not expect to incur any material costs related to this restructuring in subsequent periods. As of, and for the periods prior to, November 6, 2014, the Company was not party to a stand-alone management agreement with the Manager. However, the Company was allocated a portion of the fees paid by Newcastle to the Manager for management services in the amount of $ 2,385 and $ 5,764 for the three and nine months ended September 30, 2014 , respectively. Newcastle’s management agreement with the Manager provides that Newcastle reimburses the Manager for various expenses incurred by the Manager or its officers, employees and agents on its behalf, including costs of legal, accounting, tax, auditing, administrative and other similar services rendered for Newcastle by providers retained by the Manager or, if provided by the Manager's employees, based on amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis. Newcastle’s Manager was also entitled to receive incentive compensation on a cumulative, but not compounding basis, subject to certain performance targets and contingent events. The Manager earned no incentive compensation during the nine months ended September 30, 2014 . Property Management Agreements Within the Company’s Managed Properties segment, the Company is party to Property Management Agreements with Blue Harbor and Holiday, both affiliates of Fortress, to manage a portion of its senior housing properties. Pursuant to these Property Management Agreements, the Company pays monthly property management fees. For AL/MC properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 6 % of effective gross income for the first two years and 7 % thereafter. For IL-only properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 5 % of effective gross income. For certain property management agreements, the Company may also pay an incentive fee based on operating performance of the properties. No incentive fees were incurred during the nine months ended September 30, 2015 . Property management fees are included in property operating expense. Property operating expense for Property Managers affiliated with Fortress include property management fees of $ 4,267 and $ 2,505 and travel reimbursement costs of $ 92 and $ 82 for the three months ended September 30, 2015 and 2014 , respectively. Property operating expense for Property Managers affiliated with Fortress include property management fees of $ 11,023 and $ 6,828 and travel reimbursement costs of $ 277 and $ 230 for the nine months ended September 30, 2015 and 2014 , respectively. As of September 30, 2015 , the Company had a payable for property management fees of $ 1,578 which is included in “Due to affiliates” in the Consolidated Balance Sheets. The payroll expense is structured as a reimbursement to the Property Manager, who is the employer of record. The Company reimbursed the Property Managers affiliated with Fortress for property-level payroll expenses relating to the Company’s operations for approximately $ 23,249 and $ 14,940 for the three months ended September 30, 2015 and 2014 and $ 59,630 and $ 42,245 for the nine months ended September 30, 2015 and 2014 , respectively. As of September 30, 2015 , the Company had a payable for property-level payroll expenses of $ 5,153 which is included in “Due to affiliates” in the Consolidated Balance Sheets. The Property Management Agreements with affiliated managers have initial terms of 5 or 10 years and provide for automatic one -year extensions after the initial term, subject to termination rights. Triple Net Lease Agreements Within the Company’s Triple Net Lease segment, the Company is party to triple net master leases with the tenant for the Holiday Portfolios. Pursuant to the leases, the tenant is required to pay base monthly rent payments in accordance with the underlying lease terms on a straight-line basis over the lease term which expires in 2031. Such payments amounted to $ 16,989 and $ 16,258 for the three months ended September 30, 2015 and 2014 and $ 50,968 and $ 48,774 for the nine months ended September 30, 2015 and 2014 , respectively. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES New Senior has been operating so as to qualify as a REIT under the requirements of the Internal Revenue Code of 1986, as amended (the "Code"). However, certain of the Company’s activities are conducted through its taxable REIT subsidiaries ("TRS") and therefore are subject to federal and state income taxes at regular corporate tax rates. The following table presents the provision for income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Current Federal $ — $ (33 ) $ — $ 972 State and local 83 238 187 242 Total current provision 83 205 187 1,214 Deferred Federal $ (427 ) $ 130 $ (537 ) $ 110 State and local (34 ) 15 6 13 Total deferred provision (461 ) 145 (531 ) 123 Total Provision for Income Taxes $ (378 ) $ 350 $ (344 ) $ 1,337 The following table presents the significant components of deferred tax assets: September 30, 2015 Deferred Tax Assets: Prepaid fees and rent $ 2,138 Depreciation and amortization 1,751 Net operating losses 1,402 Other 233 Total Deferred Tax Assets 5,524 Less valuation allowance — Net Deferred Tax Assets $ 5,524 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income by the TRS during the periods in which temporary differences become deductible. The Company has not recorded a valuation allowance against its deferred tax assets as of September 30, 2015 as management believes that it is more likely than not that the deferred tax assets will be realized. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
EQUITY | EQUITY As of September 30, 2015 , 1,543,672 shares of the Company’s common stock were held by Fortress, through its affiliates, and its principals and employees. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES As of September 30, 2015 , management believes there are no material contingencies that would affect the Company’s results of operations, cash flows or financial position. Certain Obligations, Liabilities and Litigation The Company may be subject to various obligations, liabilities, investigations, inquiries and litigation assumed in connection with or arising out of its acquisitions or otherwise arising in connection with its on-going business. Some of these liabilities may be indemnified by third parties. However, if these liabilities, investigations and inquiries are greater than expected or were not known to the Company at the time of acquisition, if the Company is not entitled to indemnification, or if the responsible third party fails to indemnify the Company for these liabilities, such obligations, liabilities and litigation could have a material adverse effect on the Company. In addition, in connection with the sale or leasing of properties, the Company may incur various obligations and liabilities, including indemnification obligations, relating to the operations of those properties, which could have a material adverse effect on the Company’s financial position, cash flows and results of operations. Certain Tax-Related Covenants If New Senior is treated as a successor to Newcastle under applicable U.S. federal income tax rules, and if Newcastle fails to qualify as a REIT, New Senior could be prohibited from electing to be a REIT. Accordingly, Newcastle has (i) represented that it has no knowledge of any fact or circumstance that would cause New Senior to fail to qualify as a REIT, (ii) covenanted to use commercially reasonable efforts to cooperate with New Senior as necessary to enable New Senior to qualify for taxation as a REIT and receive customary legal opinions concerning REIT status, including providing information and representations to New Senior and its tax counsel with respect to the composition of Newcastle’s income and assets, the composition of its stockholders and its operation as a REIT, and (iii) covenanted to use its reasonable best efforts to maintain its REIT status for each of Newcastle’s taxable years ending on or before December 31, 2015 (unless Newcastle obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the Internal Revenue Service (“IRS”) to the effect that Newcastle’s failure to maintain its REIT status will not cause New Senior to fail to qualify as a REIT under the successor REIT rule referred to above). Proceedings Indemnified and Defended by Third Parties From time to time, the Company is party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold the Company harmless. While the Company is presently not being defended by any tenant and other obligated third parties in these types of matters, there is no assurance that its tenants, their affiliates or other obligated third parties will continue to defend the Company in these matters, or that such parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to the Company. Environmental Costs As a commercial real estate owner, the Company is subject to potential environmental costs. As of September 30, 2015 , management of the Company is not aware of any environmental concerns that would have a material adverse effect on the Company’s financial position or results of operations. Capital Improvement and Repair Commitments The Company is committed to making $ 4,000 available for immediate capital improvements to the triple net lease properties under the LCS Portfolio, of which $ 113 has been funded as of September 30, 2015 . The Company also agreed to make available an additional $ 11,500 at certain intervals over the 15 year lease period to be used for further capital improvements. Upon funding these further capital improvements, the Company will be entitled to a rent increase. Additionally, the Company is committed under the Watermark triple net lease property to make $ 1,000 available for lender mandated repairs and $ 1,000 available for additional capital improvements during the 15 year lease period. Upon funding the capital improvements, the Company will be entitled to a rent increase. No repairs or capital improvements under the Watermark property have been funded as of September 30, 2015 . Finally, the Company has two ground leases with initial terms of 74 and 82 years that require equal annual rent payments over the life of the leases which are not material. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS These Consolidated Financial Statements include a discussion of material events, if any, which have occurred subsequent to September 30, 2015 (referred to as subsequent events) through the issuance of the Consolidated Financial Statements. On October 1, 2015, the Company acquired a portfolio of two AL/MC properties located in Texas for a purchase price of $ 40,000 . The acquisition was financed with $ 26,000 of mortgage debt, which carries a rate of 1-month LIBOR plus 2.70% , and the remainder was paid with cash on hand. In connection with this financing, the Company entered into two interest rate cap contracts that cap LIBOR at 3.30% and are effective from October 1, 2015 through September 30, 2020. These properties were integrated into the Managed Properties segment and are managed by Thrive. On November 4, 2015, the Company's Board of Directors declared a cash dividend on its common stock of $0.26 per common share for the quarter ended September 30, 2015 . The dividend is payable on December 2, 2015 to shareholders of record on November 18, 2015. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying Consolidated Financial Statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP’’) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The Consolidated Financial Statements include the accounts of New Senior and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. New Senior consolidates those entities in which it has control over significant operating, financial and investing decisions of the entity. As of September 30, 2015 and December 31, 2014 , the Company did not have any investments in Variable Interest Entities (“VIEs”). VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These Consolidated Financial Statements should be read in conjunction with the results of operations, financial position and cash flows in the Company's Consolidated Financial Statements on Form 10-K for the year ended December 31, 2014 . |
Basis of Presentation | During the nine months ended September 30, 2014 , the Company was not operated as a stand-alone business from Newcastle Investment Corp. ("Newcastle"). Information in the Consolidated Financial Statements for this period has been prepared on a stand-alone basis from the consolidated financial statements and accounting records of Newcastle. Information in the Consolidated Financial Statements for this period does not necessarily reflect what New Senior’s consolidated results of operations, financial position and cash flows would have been had New Senior operated as an independent company prior to the spin-off. Management believes the assumptions and methods of allocation used in the accompanying Consolidated Financial Statements are reasonable. The accompanying Consolidated Financial Statements reflect all revenues, expenses and cash flows directly attributable to the Company. Certain expenses of Newcastle, comprised primarily of a portion of its management fee, acquisition and transaction costs and general and administrative costs, have been allocated to New Senior to the extent they were directly associated with the Company for periods prior to the spin-off. The portion of the management fee allocated to New Senior prior to the spin-off represents the product of the management fee rate payable by Newcastle, 1.5 % and New Senior’s gross equity, which management believes is a reasonable method for quantifying the cost of the services provided by the employees of the Manager to the Company. New Senior and Newcastle have not shared any costs subsequent to the spin-off. See Note 11 for details related to the management agreement terms. |
Reclassifications | Certain prior period amounts have been reclassified to conform to the current period’s presentation. |
Use of Estimates | Use of Estimates Management is required to make estimates and assumptions when preparing financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the accompanying Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from management’s estimates. |
Revenue Recognition | Revenue Recognition Resident Fees and Services - Resident fees and services include monthly rental revenue, care income and ancillary income recognized from the Managed Properties segment. Resident fees and services are recognized monthly as services are provided. Lease agreements with residents are cancelable by the resident with 30 days’ notice. Ancillary income primarily relates to non-refundable community fees. Non-refundable community fees are recognized on a straight-line basis over the average length of stay of residents, which management estimates to be approximately 24 months for AL/MC properties and approximately 33 months for IL-only properties. Rental Revenue - Rental revenue from the Triple Net Lease Properties segment is recognized on a straight-line basis over the applicable term of the lease when collectability is reasonably assured. Recognizing rental revenue on a straight-line basis typically results in recognizing revenue in excess of cash amounts contractually due from the Company’s tenants during the first half of the lease term, creating a straight-line rent receivable that is included in other assets. |
Acquisition Accounting | Acquisition Accounting The Company has determined that all of its acquisitions should be accounted for under the acquisition method. The accounting for acquisitions requires the identification and measurement of all acquired tangible and intangible assets and assumed liabilities at their respective fair values, as of the respective acquisition dates. Recognized intangible assets primarily include the fair value of in-place resident leases and above/below market lease intangibles. In measuring the fair value of tangible and identified intangible assets acquired and liabilities assumed, management uses information obtained as a result of pre-acquisition due diligence, marketing, leasing activities and independent appraisals. In the case of real property, the fair value of the tangible assets acquired is determined by valuing the property as if it were vacant. The Company estimates the fair value of in-place leases as (i) the present value of the estimated rental revenue that would have been forgone, offset by variable costs that would have otherwise been incurred during a reasonable lease-up period, as if the acquired units were vacant and (ii) the estimated absorption costs, such as additional marketing costs that would have been incurred during the lease-up period. The acquisition fair value of the in-place lease intangibles is amortized over the average length of stay of the residents at the senior housing properties on a straight-line basis. The Company estimates the fair value of above/below market lease intangibles as the difference between contract rent and market rent over the remaining lease term for each leased property, on a discounted basis. Above/below market lease intangibles also include ground lease intangibles that are amortized over the contractual lives of the leases. Other intangibles recognized upon acquisition include intangible assets such as non-compete intangibles. Non-compete intangibles reflect the fair value of non-compete agreements at acquisition. The Company estimates the fair value of non-compete intangibles as the sum of (i) the present value of the consulting services during the non-compete period and (ii) the difference between (a) the present value of the net operating income with the non-compete agreements in place and (b) the present value of the net operating income, as if the non-compete agreements were not in place. The acquisition fair value of the non-compete intangibles is amortized over the non-compete period on a straight-line basis. Contingent consideration, if any, is measured at fair value on the date of acquisition. The fair value of the contingent consideration is remeasured at each reporting date with any change recorded in "Other expense (income)" in the Consolidated Statements of Operations. Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and include advisory, legal, accounting, valuation and other professional or consulting fees. Integration expense includes costs directly related to the integration of acquired businesses such as lender mandated repairs, licensing, rebranding and training incurred in connection with the acquisition. Acquisition, transaction and integration costs are expensed as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued Accounting Standards Update ("ASU") 2014-09 Revenues from Contracts with Customers (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date which defers the effective date by one year. The effective date of this standard will be for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted beginning after December 15, 2016. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements. In February 2015, the FASB issued ASU 2015-02 which amends the consolidation guidance in ASC 810. The standard eliminates the deferral of FAS 167, per ASC 810-10-65-2(a), that has allowed certain investment funds to follow the previous consolidation guidance in FIN 46 (R). The standard changes whether (1) fees paid to a decision maker or service provider represent a variable interest, (2) a limited partnership or similar entity has the characteristics of a VIE and (3) a reporting entity is the primary beneficiary of a VIE. This ASU is effective in the first quarter of 2016 and adoption is not expected to have an impact on the Company's Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs . The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company has elected to early adopt the provisions of this ASU and it requires retrospective application to all prior periods. Accordingly, "Mortgage notes payable, net" is reported net of deferred financing costs of $ 39,635 and $ 36,206 as of September 30, 2015 and December 31, 2014 , respectively, in the Consolidated Balance Sheets. In September 2015, the FASB issued ASU 2015-16 Business Combinations: Simplifying the Accounting for Measurement Period Adjustments . This standard eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements. The FASB has recently issued or discussed a number of proposed standards on such topics as financial statement presentation, leases, financial instruments and hedging. Some of these proposed changes are significant and could have a material impact on New Senior's Consolidated Financial Statements. The Company has not yet fully evaluated the potential impact of all these proposals, but will make such an evaluation as the standards are finalized. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Fair Value of Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of identifiable assets acquired and liabilities assumed in connection with the acquisitions completed in the nine month period ended September 30, 2015 , in accordance with the acquisition method of accounting: Managed Properties Triple Net Lease Total Real estate investments $ 1,052,469 $ 67,070 $ 1,119,539 In-place lease intangibles 105,590 6,081 111,671 Other assets, net of other liabilities (2,878 ) (1,352 ) (4,230 ) Total consideration 1,155,181 71,799 1,226,980 Mortgage notes payable (A) 837,815 52,000 889,815 Net assets $ 317,366 $ 19,799 $ 337,165 Total acquisition-related expenses (B) $ 4,215 $ 1,825 $ 6,040 (A) Represents new debt issued in connection with the acquisitions. (B) Included in "Acquisition, transaction and integration expense" in the Consolidated Statements of Operations. |
Effect of Acquisitions on Revenues and Pre-tax Net Loss | The following table illustrates the pro forma effect of the acquisitions completed in the period from January 1, 2014 to September 30, 2015 on revenues and pre-tax net loss, as if they had been consummated as of January 1, 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenues $ 113,909 $ 111,029 $ 339,622 $ 328,854 Pre-tax net loss (21,569 ) (22,645 ) (78,851 ) (72,600 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Triple Net Lease Properties Managed Properties Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 76,726 $ 76,726 $ — $ 40,473 $ 40,473 Rental revenue 28,259 — 28,259 26,672 — 26,672 Less: Property operating expense — 51,760 51,760 — 28,776 28,776 Segment NOI $ 28,259 $ 24,966 $ 53,225 $ 26,672 $ 11,697 $ 38,369 Depreciation and amortization 40,812 28,670 Interest expense 20,051 14,130 Acquisition, transaction and integration expense 2,373 4,087 Management fee to affiliate 4,085 2,385 General and administrative expense 3,152 1,398 Other expense (income) 1,089 (1,500 ) Income tax (benefit) expense (378 ) 350 Net Loss $ (17,959 ) $ (11,151 ) Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Triple Net Lease Properties Managed Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 187,384 $ 187,384 $ — $ 113,287 $ 113,287 Rental revenue 82,661 — 82,661 71,316 — 71,316 Less: Property operating expense — 128,855 128,855 — 80,531 80,531 Segment NOI $ 82,661 $ 58,529 $ 141,190 $ 71,316 $ 32,756 $ 104,072 Depreciation and amortization 110,543 74,682 Interest expense 52,346 41,532 Acquisition, transaction and integration expense 11,490 12,323 Management fee to affiliate 10,207 5,764 General and administrative expense 10,691 3,053 Loss on extinguishment of debt 5,091 — Other expense (income) 1,569 (1,500 ) Income tax (benefit) expense (344 ) 1,337 Net Loss $ (60,403 ) $ (33,119 ) Property operating expense includes property management fees and travel reimbursement costs. The Company also reimbursed the Property Managers for property-level payroll expenses. See Note 11 for additional information on these expenses related to Blue Harbor and Holiday. Reimbursements paid to JEA and Thrive during the three and nine months ended September 30, 2015 were not material. Assets by reportable business segment are as follows: September 30, 2015 December 31, 2014 Assets: Amount Percentage Amount Percentage Triple Net Lease Properties $ 1,230,354 40.3 % $ 1,175,690 59.8 % Managed Properties 1,824,898 59.7 % 790,469 40.2 % Total Assets $ 3,055,252 100.0 % $ 1,966,159 100.0 % |
Percentage of Total Revenues by Geographic Location | The following table presents the percentage of total revenues by geographic location: Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Number of Communities % of Revenue Number of Communities % of Revenue Florida 26 21.4 % 19 26.0 % Texas 17 14.0 % 16 11.2 % California 12 9.0 % 5 8.6 % Pennsylvania 7 6.4 % 5 7.7 % Oregon 10 5.6 % 8 7.5 % North Carolina 9 5.5 % 3 3.8 % Utah 6 5.5 % 5 6.7 % Other 65 32.6 % 38 28.5 % Total 152 100.0 % 99 100.0 % |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Investments | September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 218,816 $ — $ 218,816 $ 138,799 $ — $ 138,799 Building and improvements 2,437,366 (80,971 ) 2,356,395 1,434,200 (43,164 ) 1,391,036 Furniture, fixtures and equipment 109,765 (26,541 ) 83,224 65,930 (13,824 ) 52,106 Total $ 2,765,947 $ (107,512 ) $ 2,658,435 $ 1,638,929 $ (56,988 ) $ 1,581,941 |
Real Estate Intangibles | The following table summarizes the Company’s real estate intangibles as of September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Amortization Period Above/below market lease intangibles, net $ 5,868 $ (313 ) $ 5,555 52.7 years $ 5,868 $ (167 ) $ 5,701 52.1 years In-place lease intangibles 278,610 (137,355 ) 141,255 2.6 years 166,951 (77,889 ) 89,062 2.3 years Other intangibles 5,796 (1,427 ) 4,369 9.3 years 5,796 (965 ) 4,831 9.6 years Total intangibles $ 290,274 $ (139,095 ) $ 151,179 $ 178,615 $ (79,021 ) $ 99,594 |
Estimated Future Amortization of Intangible Assets | The estimated future amortization of intangible assets is as follows: Years Ending December 31 Remainder of 2015 $ 23,437 2016 73,180 2017 39,176 2018 7,910 2019 503 Thereafter 6,973 Total $ 151,179 |
RECEIVABLES AND OTHER ASSETS,26
RECEIVABLES AND OTHER ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Receivables and Other Assets, Net | September 30, 2015 December 31, 2014 Straight-line rent receivables $ 45,339 $ 26,454 Escrows held by lenders (A) 22,162 10,768 Other receivables 2,773 5,845 Prepaid expenses 4,514 3,217 Resident receivables, net 2,774 3,162 Deferred tax assets 5,524 4,672 Security deposits 2,296 1,225 Income tax receivable 1,843 1,870 Interest rate caps 200 — Other assets 1,287 1,034 Total $ 88,712 $ 58,247 (A) Escrows held by lenders represent amounts deposited in tax, insurance, and replacement reserve escrow accounts that are related to mortgage notes collateralized by New Senior's properties. |
Allowance for Doubtful Accounts and Related Provision for Resident Receivables | The following table summarizes the allowance for doubtful accounts and the related provision for resident receivables: Nine Months Ended Nine Months Ended Balance, beginning of period $ 190 $ 303 Provision for bad debt 1,449 649 Write-offs, net of recoveries (916 ) (727 ) Balance, end of period $ 723 $ 225 |
DEFERRED FINANCING COSTS (Table
DEFERRED FINANCING COSTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Finance Costs [Abstract] | |
Deferred Financing Costs | The deferred financing costs summarized in the following table are presented as a reduction to "Mortgage notes payable, net" in the Consolidated Balance Sheets. September 30, 2015 December 31, 2014 Gross carrying amount $ 54,567 $ 45,569 Accumulated amortization (14,932 ) (9,363 ) Total $ 39,635 $ 36,206 |
MORTGAGE NOTES PAYABLE, NET (Ta
MORTGAGE NOTES PAYABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | September 30, 2015 December 31, 2014 Outstanding Face Amount Carrying Value (A) Final Stated Maturity Stated Interest Rate Weighted Average Maturity (Years) Outstanding Face Amount Carrying Value (A) Managed Properties Fixed Rate (B) $ 608,099 $ 604,092 Dec 2018 - Sep 2025 3.65% to 6.76% 8.5 $ 156,763 $ 154,696 Floating Rate (C) 705,403 697,638 Apr 2022 - May 2022 1M LIBOR + 2.20% to 1M LIBOR + 2.34% 6.5 278,424 275,689 Triple Net Lease Properties Fixed Rate (D) 699,153 675,198 Jan 2021 - Jan 2024 3.83% to 8.00% 6.8 708,383 679,333 Floating Rate (E) 152,000 150,256 Oct 2017 - Apr 2018 3M LIBOR + 3.00% to 3M LIBOR + 3.25% 2.2 115,000 113,506 Total $ 2,164,655 $ 2,127,184 6.8 $ 1,258,570 $ 1,223,224 (A) The totals are reported net of deferred financing costs of $ 39,635 and $ 36,206 as of September 30, 2015 and December 31, 2014 , respectively. (B) On August 12, 2015, the Company obtained new mortgage financing of $464,680 to partially fund the Timber acquisition. The financing carries a fixed rate of 4.25 % and matures in September 2025. (C) All of these loans have LIBOR caps that range between 3.66% and 3.80% as of September 30, 2015 . (D) Includes loans with an outstanding face amount of $ 352,041 and $ 308,203 , as of September 30, 2015 , for which the Company bought down the interest rates to 4.00 % and 3.83 %, respectively, through January 2019. The interest rates will increase to 4.99 % and 4.56 %, respectively, thereafter. (E) On August 31, 2015, the Company completed a partial payoff of $ 15,000 for a floating rate loan. |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Outstanding Interest Rate Caps | The following table presents information related to the Company's outstanding interest rate caps: September 30, 2015 Outstanding notional amount $ 705,431 LIBOR cap range 3.66% to 3.80% LIBOR cap effective date range March 2015 to April 2018 Fair value $ 200 |
ACCRUED EXPENSES AND OTHER LI30
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | September 30, 2015 December 31, 2014 Security deposits payable $ 53,476 $ 50,917 Accounts payable 10,051 6,058 Mortgage interest payable 6,112 3,651 Deferred community fees, net 4,745 3,113 Rent collected in advance 3,660 2,530 Property tax payable 7,209 1,627 Contingent consideration — 50 Other liabilities 9,267 4,295 Total $ 94,520 $ 72,241 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | The following table presents the provision for income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Current Federal $ — $ (33 ) $ — $ 972 State and local 83 238 187 242 Total current provision 83 205 187 1,214 Deferred Federal $ (427 ) $ 130 $ (537 ) $ 110 State and local (34 ) 15 6 13 Total deferred provision (461 ) 145 (531 ) 123 Total Provision for Income Taxes $ (378 ) $ 350 $ (344 ) $ 1,337 |
Deferred Tax Assets | The following table presents the significant components of deferred tax assets: September 30, 2015 Deferred Tax Assets: Prepaid fees and rent $ 2,138 Depreciation and amortization 1,751 Net operating losses 1,402 Other 233 Total Deferred Tax Assets 5,524 Less valuation allowance — Net Deferred Tax Assets $ 5,524 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 9 Months Ended |
Sep. 30, 2015segmentProperty | |
Organization [Abstract] | |
Number of Real Estate Properties | 152 |
Number of states in which properties are located | 37 |
Number of reportable segments | segment | 2 |
Managed Properties [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 94 |
Managed Properties [Member] | Holiday [Member] | |
Organization [Abstract] | |
Extension period after initial term of Property Management Agreements | 1 year |
Managed Properties [Member] | Holiday [Member] | Minimum [Member] | |
Organization [Abstract] | |
Initial term of Property Management Agreements | 5 years |
Percentage of property's effective gross income paid as property management fees (in hundredths) | 5.00% |
Managed Properties [Member] | Holiday [Member] | Maximum [Member] | |
Organization [Abstract] | |
Initial term of Property Management Agreements | 10 years |
Percentage of property's effective gross income paid as property management fees (in hundredths) | 7.00% |
Managed Properties [Member] | Other Property Managers [Member] | |
Organization [Abstract] | |
Extension period after initial term of Property Management Agreements | 1 year |
Managed Properties [Member] | Other Property Managers [Member] | Minimum [Member] | |
Organization [Abstract] | |
Initial term of Property Management Agreements | 5 years |
Percentage of property's gross revenues paid as property management fees (in hundredths) | 3.00% |
Managed Properties [Member] | Other Property Managers [Member] | Maximum [Member] | |
Organization [Abstract] | |
Initial term of Property Management Agreements | 10 years |
Percentage of property's gross revenues paid as property management fees (in hundredths) | 7.00% |
Managed Properties [Member] | Independent Living Properties [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 53 |
Managed Properties [Member] | Assisted Living/Memory Care Properties [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 41 |
Triple Net Lease Properties [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 58 |
Triple Net Lease Properties [Member] | Minimum [Member] | |
Organization [Abstract] | |
Term of lease agreements | 15 years |
Rent increase percentage in lease agreements (in hundredths) | 2.50% |
Triple Net Lease Properties [Member] | Maximum [Member] | |
Organization [Abstract] | |
Term of lease agreements | 17 years |
Rent increase percentage in lease agreements (in hundredths) | 4.50% |
Triple Net Lease Properties [Member] | Independent Living Properties [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 52 |
Triple Net Lease Properties [Member] | Continuing Care Retirement Communities [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 5 |
Triple Net Lease Properties [Member] | Assisted Living/Memory Care Properties [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 1 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Revenue Recognition [Abstract] | ||
Notice period to cancel lease agreements | 30 days | |
Rent receivables | $ 45,339 | $ 26,454 |
Recent Accounting Pronouncements [Abstract] | ||
Deferred financing costs, net | $ 39,635 | 36,206 |
Assisted Living/Memory Care Properties [Member] | ||
Revenue Recognition [Abstract] | ||
Average length of stay of residents | 24 months | |
Independent Living Properties [Member] | ||
Revenue Recognition [Abstract] | ||
Average length of stay of residents | 33 months | |
Newcastle [Member] | ||
Basis of Presentation [Abstract] | ||
Management fee rate payable (in hundredths) | 1.50% | |
Mortgages [Member] | ||
Recent Accounting Pronouncements [Abstract] | ||
Deferred financing costs, net | $ 39,635 | $ 36,206 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ in Thousands | Aug. 12, 2015USD ($)Property | Sep. 30, 2015USD ($)Property | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2015USD ($)portfolio | Jun. 30, 2015USD ($)Property | Sep. 30, 2015USD ($)Property | Sep. 30, 2014USD ($)Property | |
Properties Acquired [Abstract] | ||||||||||
Number of states in which properties are located | Property | 37 | 37 | ||||||||
Deposit paid for real estate investment | $ 1,400 | $ 11,355 | $ 155 | |||||||
Debt Instrument, Outstanding Face Amount | $ 2,164,655 | $ 1,258,570 | $ 2,164,655 | |||||||
Number of Real Estate Properties | Property | 152 | 152 | ||||||||
Resident fees and services | $ 76,726 | $ 40,473 | $ 187,384 | 113,287 | ||||||
Rental revenue | 28,259 | 26,672 | 82,661 | 71,316 | ||||||
Net loss | 17,959 | 11,151 | 60,403 | 33,119 | ||||||
Fair Value of Identifiable Assets Acquired and Liabilities Assumed [Abstract] | ||||||||||
Real estate investments | 1,119,539 | 1,119,539 | ||||||||
In-place lease intangibles | 111,671 | 111,671 | ||||||||
Other assets, net of other liabilities | (4,230) | (4,230) | ||||||||
Total consideration | 1,226,980 | 1,226,980 | ||||||||
Mortgage notes payable | [1] | 889,815 | 889,815 | |||||||
Net assets | 337,165 | 337,165 | ||||||||
Total acquisition related expenses | [2] | 6,040 | 6,040 | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||||||||
Real estate investments | 13,281 | |||||||||
In-place lease intangibles | 13,601 | |||||||||
Other assets, net of other liabilities | 320 | |||||||||
Effect of Acquisitions on Revenues and Pre-Tax Net Income [Abstract] | ||||||||||
Revenues | 113,909 | 111,029 | 339,622 | 328,854 | ||||||
Pre-tax net loss | $ (21,569) | (22,645) | $ (78,851) | (72,600) | ||||||
Managed Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 94 | 94 | ||||||||
Resident fees and services | $ 76,726 | 40,473 | $ 187,384 | 113,287 | ||||||
Rental revenue | 0 | 0 | 0 | 0 | ||||||
Fair Value of Identifiable Assets Acquired and Liabilities Assumed [Abstract] | ||||||||||
Real estate investments | 1,052,469 | 1,052,469 | ||||||||
In-place lease intangibles | 105,590 | 105,590 | ||||||||
Other assets, net of other liabilities | (2,878) | (2,878) | ||||||||
Total consideration | 1,155,181 | 1,155,181 | ||||||||
Mortgage notes payable | [1] | 837,815 | 837,815 | |||||||
Net assets | 317,366 | 317,366 | ||||||||
Total acquisition related expenses | [2] | $ 4,215 | $ 4,215 | |||||||
Managed Properties [Member] | Assisted Living/Memory Care Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 41 | 41 | ||||||||
Managed Properties [Member] | Independent Living Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 53 | 53 | ||||||||
Triple Net Lease Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 58 | 58 | ||||||||
Resident fees and services | $ 0 | 0 | $ 0 | 0 | ||||||
Rental revenue | 28,259 | 26,672 | 82,661 | 71,316 | ||||||
Fair Value of Identifiable Assets Acquired and Liabilities Assumed [Abstract] | ||||||||||
Real estate investments | 67,070 | 67,070 | ||||||||
In-place lease intangibles | 6,081 | 6,081 | ||||||||
Other assets, net of other liabilities | (1,352) | (1,352) | ||||||||
Total consideration | 71,799 | 71,799 | ||||||||
Mortgage notes payable | [1] | 52,000 | 52,000 | |||||||
Net assets | 19,799 | 19,799 | ||||||||
Total acquisition related expenses | [2] | 1,825 | 1,825 | |||||||
Triple Net Lease Properties [Member] | Holiday [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Rental revenue | $ 16,989 | $ 50,968 | $ 16,258 | $ 48,774 | ||||||
Triple Net Lease Properties [Member] | Assisted Living/Memory Care Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 1 | 1 | ||||||||
Triple Net Lease Properties [Member] | Continuing Care Retirement Communities [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 5 | 5 | ||||||||
Triple Net Lease Properties [Member] | Independent Living Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 52 | 52 | ||||||||
2015 Acquisitions [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of properties acquired | 28 | 4 | 24 | |||||||
Number of states in which properties are located | Property | 21 | |||||||||
Business Combination, Consideration Transferred | $ 640,000 | |||||||||
Deposit paid for real estate investment | 5,000 | $ 4,955 | $ 4,855 | |||||||
Debt Instrument, Outstanding Face Amount | $ 464,680 | |||||||||
Mortgage Loans on Real Estate, Interest Rate | 4.25% | |||||||||
Number of acquired properties managed | Property | 23 | |||||||||
Resident fees and services | $ 51,686 | |||||||||
Rental revenue | 2,644 | |||||||||
Net loss | $ 15,399 | |||||||||
Fair Value of Identifiable Assets Acquired and Liabilities Assumed [Abstract] | ||||||||||
Total consideration | $ 632,238 | $ 594,742 | $ 594,742 | |||||||
2015 Acquisitions [Member] | Thrive [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 2 | 2 | ||||||||
2015 Acquisitions [Member] | Holiday [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 19 | 19 | ||||||||
2015 Acquisitions [Member] | Blue Harbor [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of Real Estate Properties | Property | 2 | 2 | ||||||||
2015 Acquisitions [Member] | Assisted Living/Memory Care Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of portfolios acquired | Property | 2 | |||||||||
2015 Acquisitions [Member] | Independent Living Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of acquired properties managed | Property | 21 | |||||||||
2015 Acquisitions [Member] | Triple Net Lease Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of acquired properties managed | Property | 1 | |||||||||
2014 Acquisitions [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of properties acquired | Property | 7 | |||||||||
Number of portfolios acquired | Property | 15 | |||||||||
2014 Acquisitions [Member] | Assisted Living/Memory Care Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of portfolios acquired | Property | 9 | |||||||||
2014 Acquisitions [Member] | Continuing Care Retirement Communities [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of portfolios acquired | Property | 4 | |||||||||
2014 Acquisitions [Member] | Independent Living Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of portfolios acquired | Property | 2 | |||||||||
2014 Acquisitions [Member] | Holiday [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of properties acquired | Property | 2 | |||||||||
2014 Acquisitions [Member] | Managed Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of properties acquired | Property | 9 | |||||||||
2014 Acquisitions [Member] | Blue Harbor [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of properties acquired | Property | 7 | |||||||||
2014 Acquisitions [Member] | Triple Net Lease Properties [Member] | ||||||||||
Properties Acquired [Abstract] | ||||||||||
Number of properties acquired | Property | 6 | |||||||||
[1] | (A)Represents new debt issued in connection with the acquisitions. | |||||||||
[2] | (B)Included in "Acquisition, transaction and integration expense" in the Consolidated Statements of Operations. |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)Property | Sep. 30, 2014USD ($)Property | Sep. 30, 2015USD ($)segmentProperty | Sep. 30, 2014USD ($)Property | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Revenues | |||||
Resident fees and services | $ 76,726 | $ 40,473 | $ 187,384 | $ 113,287 | |
Rental revenue | 28,259 | 26,672 | 82,661 | 71,316 | |
Less: Property operating expense | 51,760 | 28,776 | 128,855 | 80,531 | |
Segment NOI | 53,225 | 38,369 | 141,190 | 104,072 | |
Depreciation and amortization | 40,812 | 28,670 | 110,543 | 74,682 | |
Interest expense | 20,051 | 14,130 | 52,346 | 41,532 | |
Acquisition, transaction and integration expense | 2,373 | 4,087 | 11,490 | 12,323 | |
Management fee to affiliate | 4,085 | 2,385 | 10,207 | 5,764 | |
General and administrative expense | 3,152 | 1,398 | 10,691 | 3,053 | |
Loss on extinguishment of debt | 0 | 0 | (5,091) | 0 | |
Other expense (income) | 1,089 | (1,500) | 1,569 | (1,500) | |
Income tax (benefit) expense | (378) | 350 | (344) | 1,337 | |
Net Loss | (17,959) | $ (11,151) | (60,403) | $ (33,119) | |
Major Customers [Abstract] | |||||
Assets | $ 3,055,252 | $ 3,055,252 | $ 1,966,159 | ||
Percentage of assets | 100.00% | 100.00% | 100.00% | ||
Number of Communities | Property | 152 | 152 | |||
Sales Revenue, Net [Member] | |||||
Major Customers [Abstract] | |||||
Number of Communities | Property | 152 | 99 | 152 | 99 | |
Percentage of revenue (in hundredths) | 100.00% | 100.00% | |||
Sales Revenue, Net [Member] | Florida [Member] | |||||
Major Customers [Abstract] | |||||
Number of Communities | Property | 26 | 19 | 26 | 19 | |
Percentage of revenue (in hundredths) | 21.40% | 26.00% | |||
Sales Revenue, Net [Member] | Texas [Member] | |||||
Major Customers [Abstract] | |||||
Number of Communities | Property | 17 | 16 | 17 | 16 | |
Percentage of revenue (in hundredths) | 14.00% | 11.20% | |||
Sales Revenue, Net [Member] | California [Member] | |||||
Major Customers [Abstract] | |||||
Number of Communities | Property | 12 | 5 | 12 | 5 | |
Percentage of revenue (in hundredths) | 9.00% | 8.60% | |||
Sales Revenue, Net [Member] | Pennsylvania [Member] | |||||
Major Customers [Abstract] | |||||
Number of Communities | Property | 7 | 5 | 7 | 5 | |
Percentage of revenue (in hundredths) | 6.40% | 7.70% | |||
Sales Revenue, Net [Member] | Oregon [Member] | |||||
Major Customers [Abstract] | |||||
Number of Communities | Property | 10 | 8 | 10 | 8 | |
Percentage of revenue (in hundredths) | 5.60% | 7.50% | |||
Sales Revenue, Net [Member] | North Carolina [Member] | |||||
Major Customers [Abstract] | |||||
Number of Communities | Property | 9 | 3 | 9 | 3 | |
Percentage of revenue (in hundredths) | 5.50% | 3.80% | |||
Sales Revenue, Net [Member] | Utah [Member] | |||||
Major Customers [Abstract] | |||||
Number of Communities | Property | 6 | 5 | 6 | 5 | |
Percentage of revenue (in hundredths) | 5.50% | 6.70% | |||
Sales Revenue, Net [Member] | Other [Member] | |||||
Major Customers [Abstract] | |||||
Number of Communities | Property | 65 | 38 | 65 | 38 | |
Percentage of revenue (in hundredths) | 32.60% | 28.50% | |||
Triple Net Lease Properties [Member] | |||||
Revenues | |||||
Resident fees and services | $ 0 | $ 0 | $ 0 | $ 0 | |
Rental revenue | 28,259 | 26,672 | 82,661 | 71,316 | |
Less: Property operating expense | 0 | 0 | 0 | 0 | |
Segment NOI | 28,259 | 26,672 | 82,661 | 71,316 | |
Major Customers [Abstract] | |||||
Assets | $ 1,230,354 | $ 1,230,354 | $ 1,175,690 | ||
Percentage of assets | 40.30% | 40.30% | 59.80% | ||
Number of Communities | Property | 58 | 58 | |||
Managed Properties [Member] | |||||
Revenues | |||||
Resident fees and services | $ 76,726 | 40,473 | $ 187,384 | 113,287 | |
Rental revenue | 0 | 0 | 0 | 0 | |
Less: Property operating expense | 51,760 | 28,776 | 128,855 | 80,531 | |
Segment NOI | 24,966 | $ 11,697 | 58,529 | $ 32,756 | |
Major Customers [Abstract] | |||||
Assets | $ 1,824,898 | $ 1,824,898 | $ 790,469 | ||
Percentage of assets | 59.70% | 59.70% | 40.20% | ||
Number of Communities | Property | 94 | 94 | |||
Tenant for Holiday Portfolios [Member] | Sales Revenue, Net [Member] | |||||
Major Customers [Abstract] | |||||
Percentage of revenue (in hundredths) | 21.20% | 33.20% | 24.80% | 36.20% |
REAL ESTATE INVESTMENTS, Real E
REAL ESTATE INVESTMENTS, Real Estate Assets and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | $ 2,765,947 | $ 2,765,947 | $ 1,638,929 | ||
Accumulated depreciation | (107,512) | (107,512) | (56,988) | ||
Net real estate property | 2,658,435 | 2,658,435 | 1,581,941 | ||
Depreciation expense | 20,020 | $ 12,358 | 50,578 | $ 33,918 | |
Loss on disposal of assets | 54 | ||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 290,274 | 290,274 | 178,615 | ||
Accumulated amortization | (139,095) | (139,095) | (79,021) | ||
Net real estate intangibles | 151,179 | 151,179 | 99,594 | ||
Amortization expense | 20,792 | 16,312 | 59,965 | 40,764 | |
Accretion of below market leases | 36 | $ 38 | 109 | $ 85 | |
Land [Member] | |||||
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 218,816 | 218,816 | 138,799 | ||
Accumulated depreciation | 0 | 0 | 0 | ||
Net real estate property | 218,816 | 218,816 | 138,799 | ||
Building and Improvements [Member] | |||||
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 2,437,366 | 2,437,366 | 1,434,200 | ||
Accumulated depreciation | (80,971) | (80,971) | (43,164) | ||
Net real estate property | 2,356,395 | 2,356,395 | 1,391,036 | ||
Furniture, Fixtures and Equipment [Member] | |||||
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 109,765 | 109,765 | 65,930 | ||
Accumulated depreciation | (26,541) | (26,541) | (13,824) | ||
Net real estate property | 83,224 | 83,224 | 52,106 | ||
Above/Below Market Lease Intangibles, Net [Member] | |||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 5,868 | 5,868 | 5,868 | ||
Accumulated amortization | (313) | (313) | (167) | ||
Net real estate intangibles | 5,555 | $ 5,555 | 5,701 | ||
Weighted Average Amortization Period | 52 years 8 months 14 days | 52 years 1 month 6 days | |||
In-Place Lease Intangibles [Member] | |||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 278,610 | $ 278,610 | 166,951 | ||
Accumulated amortization | (137,355) | (137,355) | (77,889) | ||
Net real estate intangibles | 141,255 | $ 141,255 | 89,062 | ||
Weighted Average Amortization Period | 2 years 7 months 7 days | 2 years 3 months 18 days | |||
Other Intangibles [Member] | |||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 5,796 | $ 5,796 | 5,796 | ||
Accumulated amortization | (1,427) | (1,427) | (965) | ||
Net real estate intangibles | $ 4,369 | $ 4,369 | $ 4,831 | ||
Weighted Average Amortization Period | 9 years 3 months 19 days | 9 years 7 months 6 days |
REAL ESTATE INVESTMENTS, Estima
REAL ESTATE INVESTMENTS, Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Estimated Future Amortization of Intangible Assets [Abstract] | ||
Remainder of 2015 | $ 23,437 | |
2,016 | 73,180 | |
2,017 | 39,176 | |
2,018 | 7,910 | |
2,019 | 503 | |
Thereafter | 6,973 | |
Net real estate intangibles | $ 151,179 | $ 99,594 |
RECEIVABLES AND OTHER ASSETS,38
RECEIVABLES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Receivables and Other Assets [Abstract] | ||||
Straight-line rent receivables | $ 45,339 | $ 26,454 | ||
Escrows held by lenders | [1] | 22,162 | 10,768 | |
Other receivables | 2,773 | 5,845 | ||
Prepaid expenses | 4,514 | 3,217 | ||
Resident receivables, net | 2,774 | 3,162 | ||
Deferred tax assets | 5,524 | 4,672 | ||
Security deposits | 2,296 | 1,225 | ||
Income tax receivable | 1,843 | 1,870 | ||
Interest rate caps | 200 | 0 | ||
Other assets | 1,287 | 1,034 | ||
Total | 88,712 | $ 58,247 | ||
Allowance for Doubtful Accounts [Roll Forward] | ||||
Balance, beginning of period | 190 | $ 303 | ||
Provision for bad debt | 1,449 | 649 | ||
Write-offs, net of recoveries | (916) | (727) | ||
Balance, end of period | $ 723 | $ 225 | ||
[1] | (A)Escrows held by lenders represent amounts deposited in tax, insurance, and replacement reserve escrow accounts that are related to mortgage notes collateralized by New Senior's properties. |
DEFERRED FINANCING COSTS (Detai
DEFERRED FINANCING COSTS (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Deferred Finance Costs [Abstract] | |||
Write off of Deferred Debt Issuance Cost | $ 1,208 | ||
Deferred Financing Costs, Net [Abstract] | |||
Gross carrying amount | $ 54,567 | $ 45,569 | |
Accumulated amortization | (14,932) | (9,363) | |
Total | $ 39,635 | $ 36,206 |
MORTGAGE NOTES PAYABLE, NET (De
MORTGAGE NOTES PAYABLE, NET (Details) - USD ($) $ in Thousands | Aug. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Mortgage Notes Payable [Abstract] | ||||||||
Outstanding Face Amount | $ 2,164,655 | $ 2,164,655 | $ 1,258,570 | |||||
Carrying value | [1] | 2,127,184 | $ 2,127,184 | 1,223,224 | ||||
Weighted Average Maturity (Years) | 6 years 9 months 18 days | |||||||
Deferred financing costs | 39,635 | $ 39,635 | 36,206 | |||||
Loss on extinguishment of debt | 0 | $ 0 | 5,091 | $ 0 | ||||
Mortgage Notes Payable [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Deferred financing costs | 39,635 | 39,635 | 36,206 | |||||
Refinanced mortgage loans | $ 297,030 | |||||||
Loss on extinguishment of debt | $ 5,091 | |||||||
Mortgage Notes Payable [Member] | Level 3 [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Fair value of mortgage notes payable | 2,197,524 | 2,197,524 | 1,283,109 | |||||
Mortgage Notes Payable [Member] | Fixed Rate [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Carrying value of collateral | 1,701,707 | 1,701,707 | 1,130,582 | |||||
Mortgage Notes Payable [Member] | Floating Rate [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Carrying value of collateral | 1,107,093 | $ 1,107,093 | 524,996 | |||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | LIBOR [Member] | Minimum [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 3.66% | |||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | LIBOR [Member] | Maximum [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 3.80% | |||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 3.65% | |||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 6.76% | |||||||
Mortgage Notes Payable [Abstract] | ||||||||
Outstanding Face Amount | [2] | 608,099 | $ 608,099 | 156,763 | ||||
Carrying value | [1],[2] | 604,092 | $ 604,092 | 154,696 | ||||
Stated Interest Rate | [2] | 3.65% to 6.76% | ||||||
Weighted Average Maturity (Years) | [2] | 8 years 6 months | ||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans with Outstanding Face Amount of $40,247 [Member] | Through July 2015 [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Outstanding Face Amount | $ 464,680 | $ 464,680 | ||||||
Stated interest rate (in hundredths) | 4.25% | 4.25% | ||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Outstanding Face Amount | [3] | $ 705,403 | $ 705,403 | 278,424 | ||||
Carrying value | [1],[3] | 697,638 | $ 697,638 | 275,689 | ||||
Stated Interest Rate | [3] | 1M LIBOR + 2.20% to 1M LIBOR + 2.34% | ||||||
Weighted Average Maturity (Years) | [3] | 6 years 6 months | ||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | LIBOR [Member] | Minimum [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 2.20% | |||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | LIBOR [Member] | Maximum [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 2.34% | |||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 3.83% | |||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 8.00% | |||||||
Mortgage Notes Payable [Abstract] | ||||||||
Outstanding Face Amount | [4] | 699,153 | $ 699,153 | 708,383 | ||||
Carrying value | [1],[4] | 675,198 | $ 675,198 | 679,333 | ||||
Stated Interest Rate | [4] | 3.83% to 8.00% | ||||||
Weighted Average Maturity (Years) | [4] | 6 years 9 months 18 days | ||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans with Outstanding Face Amount of $353,624 [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Outstanding Face Amount | $ 352,041 | $ 352,041 | ||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans with Outstanding Face Amount of $353,624 [Member] | Through January 2019 [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Stated interest rate (in hundredths) | 4.00% | 4.00% | ||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans with Outstanding Face Amount of $353,624 [Member] | After January 2019 [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Stated interest rate (in hundredths) | 4.99% | 4.99% | ||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans with Outstanding Face Amount of $309,511 [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Outstanding Face Amount | $ 308,203 | $ 308,203 | ||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans with Outstanding Face Amount of $309,511 [Member] | Through January 2019 [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Stated interest rate (in hundredths) | 3.83% | 3.83% | ||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans with Outstanding Face Amount of $309,511 [Member] | After January 2019 [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Stated interest rate (in hundredths) | 4.56% | 4.56% | ||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Outstanding Face Amount | [5] | $ 152,000 | $ 152,000 | 115,000 | ||||
Carrying value | [1],[5] | $ 150,256 | $ 150,256 | $ 113,506 | ||||
Stated Interest Rate | [5] | 3M LIBOR + 3.00% to 3M LIBOR + 3.25% | ||||||
Weighted Average Maturity (Years) | [5] | 2 years 2 months 12 days | ||||||
Repayments of Debt | [5] | $ 15,000 | ||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | LIBOR [Member] | Minimum [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 3.00% | |||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | LIBOR [Member] | Maximum [Member] | ||||||||
Mortgage Notes Payable [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 3.25% | |||||||
[1] | (A)The totals are reported net of deferred financing costs of $39,635 and $36,206 as of September 30, 2015 and December 31, 2014, respectively. | |||||||
[2] | (B)On August 12, 2015, the Company obtained new mortgage financing of $464,680 to partially fund the Timber acquisition. The financing carries a fixed rate of 4.25% and matures in September 2025. | |||||||
[3] | (C)All of these loans have LIBOR caps that range between 3.66% and 3.80% as of September 30, 2015. | |||||||
[4] | (D)Includes loans with an outstanding face amount of $352,041 and $308,203, as of September 30, 2015, for which the Company bought down the interest rates to 4.00% and 3.83%, respectively, through January 2019. The interest rates will increase to 4.99% and 4.56%, respectively, thereafter. | |||||||
[5] | (E)On August 31, 2015, the Company completed a partial payoff of $15,000 for a floating rate loan. |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Derivative Instruments [Abstract] | ||
Outstanding notional amount | $ 705,431 | $ 705,431 |
Fair value | $ 200 | $ 200 |
LIBOR [Member] | Minimum [Member] | ||
Derivative Instruments [Abstract] | ||
Interest rate cap percentage | 3.66% | 3.66% |
LIBOR [Member] | Maximum [Member] | ||
Derivative Instruments [Abstract] | ||
Interest rate cap percentage | 3.80% | 3.80% |
Interest Rate Cap [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value loss adjustment | $ 357 | $ 837 |
ACCRUED EXPENSES AND OTHER LI42
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Security deposits payable | $ 53,476 | $ 50,917 |
Accounts payable | 10,051 | 6,058 |
Mortgage interest payable | 6,112 | 3,651 |
Deferred community fees, net | 4,745 | 3,113 |
Rent collected in advance | 3,660 | 2,530 |
Property tax payable | 7,209 | 1,627 |
Contingent consideration | 0 | 50 |
Other liabilities | 9,267 | 4,295 |
Total | $ 94,520 | $ 72,241 |
TRANSACTIONS WITH AFFILIATES (D
TRANSACTIONS WITH AFFILIATES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Management Agreements [Abstract] | |||||
Management fee to affiliate | $ 4,085 | $ 2,385 | $ 10,207 | $ 5,764 | |
Due to affiliates | 11,429 | 11,429 | $ 6,882 | ||
Triple Net Lease Agreements [Abstract] | |||||
Rental revenue | 28,259 | 26,672 | $ 82,661 | 71,316 | |
Newcastle [Member] | |||||
Management Agreements [Abstract] | |||||
Management fee rate payable (in hundredths) | 1.50% | ||||
Management fee to affiliate | 2,385 | 5,764 | |||
Manager [Member] | |||||
Management Agreements [Abstract] | |||||
Management fee rate payable (in hundredths) | 1.50% | ||||
Management fee to affiliate | 4,085 | $ 10,207 | |||
Percentage used in calculation of annual incentive compensation paid to Manager (in hundredths) | 25.00% | ||||
Interest rate used in calculation of annual incentive compensation paid to Manager (in hundredths) | 10.00% | ||||
Manager incentive compensation | $ 0 | 0 | |||
Reimbursement to manager for tasks and other services under the management agreement | 1,955 | 6,898 | |||
Manager [Member] | General and Administrative Expense [Member] | |||||
Management Agreements [Abstract] | |||||
Reimbursement to manager for tasks and other services under the management agreement | 1,330 | 4,606 | |||
Manager [Member] | Acquisition, Transaction and Integration Expense [Member] | |||||
Management Agreements [Abstract] | |||||
Reimbursement to manager for tasks and other services under the management agreement | 625 | 2,292 | |||
Manager [Member] | Management Fees Under Management Agreement [Member] | |||||
Management Agreements [Abstract] | |||||
Due to affiliates | 1,362 | 1,362 | |||
Manager [Member] | Reimbursement of Property-Level Payroll Expenses Under Property Management Agreement [Member] | |||||
Management Agreements [Abstract] | |||||
Due to affiliates | 3,336 | 3,336 | |||
Property Managers [Member] | Property Management Fees Under Property Management Agreement [Member] | |||||
Management Agreements [Abstract] | |||||
Due to affiliates | 1,578 | 1,578 | |||
Property Managers [Member] | Reimbursement of Property-Level Payroll Expenses Under Property Management Agreement [Member] | |||||
Management Agreements [Abstract] | |||||
Due to affiliates | 5,153 | 5,153 | |||
Managed Properties [Member] | |||||
Triple Net Lease Agreements [Abstract] | |||||
Rental revenue | 0 | 0 | $ 0 | 0 | |
Managed Properties [Member] | Blue Harbor and Holiday [Member] | Assisted Living/Memory Care Properties [Member] | |||||
Property Management Agreements [Abstract] | |||||
Percentage of property's gross income paid as property management fees for first two years (in hundredths) | 6.00% | ||||
Percentage of property's gross income paid as property management fees thereafter (in hundredths) | 7.00% | ||||
Initial term of Property Management Agreements | 2 years | ||||
Managed Properties [Member] | Blue Harbor and Holiday [Member] | Independent Living Properties [Member] | |||||
Property Management Agreements [Abstract] | |||||
Percentage of property's effective gross income paid as property management fees (in hundredths) | 5.00% | ||||
Managed Properties [Member] | Property Managers [Member] | |||||
Property Management Agreements [Abstract] | |||||
Property management fees | 4,267 | 11,023 | $ 2,505 | 6,828 | |
Travel reimbursement costs | 92 | 277 | 82 | 230 | |
Property-level payroll expenses | 23,249 | 59,630 | $ 14,940 | 42,245 | |
Extension period after initial term of Property Management Agreements | 1 year | ||||
Managed Properties [Member] | Holiday [Member] | |||||
Property Management Agreements [Abstract] | |||||
Extension period after initial term of Property Management Agreements | 1 year | ||||
Triple Net Lease Properties [Member] | |||||
Triple Net Lease Agreements [Abstract] | |||||
Rental revenue | 28,259 | 26,672 | $ 82,661 | 71,316 | |
Triple Net Lease Properties [Member] | Holiday [Member] | |||||
Triple Net Lease Agreements [Abstract] | |||||
Rental revenue | 16,989 | $ 50,968 | $ 16,258 | $ 48,774 | |
Employee Severance [Member] | |||||
Management Agreements [Abstract] | |||||
Restructuring Costs | $ 731 | ||||
Minimum [Member] | Managed Properties [Member] | Property Managers [Member] | |||||
Property Management Agreements [Abstract] | |||||
Initial term of Property Management Agreements | 5 years | ||||
Minimum [Member] | Managed Properties [Member] | Holiday [Member] | |||||
Property Management Agreements [Abstract] | |||||
Percentage of property's effective gross income paid as property management fees (in hundredths) | 5.00% | ||||
Initial term of Property Management Agreements | 5 years | ||||
Maximum [Member] | Managed Properties [Member] | Property Managers [Member] | |||||
Property Management Agreements [Abstract] | |||||
Initial term of Property Management Agreements | 10 years | ||||
Maximum [Member] | Managed Properties [Member] | Holiday [Member] | |||||
Property Management Agreements [Abstract] | |||||
Percentage of property's effective gross income paid as property management fees (in hundredths) | 7.00% | ||||
Initial term of Property Management Agreements | 10 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Current | |||||
Federal | $ 0 | $ (33) | $ 0 | $ 972 | |
State and local | 83 | 238 | 187 | 242 | |
Total current provision | 83 | 205 | 187 | 1,214 | |
Deferred | |||||
Federal | (427) | 130 | (537) | 110 | |
State and local | (34) | 15 | 6 | 13 | |
Total deferred provision | (461) | 145 | (531) | 123 | |
Total Provision for Income Taxes | (378) | $ 350 | (344) | $ 1,337 | |
Deferred Tax Assets: | |||||
Prepaid fees and rent | 2,138 | 2,138 | |||
Depreciation and amortization | 1,751 | 1,751 | |||
Net operating losses | 1,402 | 1,402 | |||
Other | 233 | 233 | |||
Total Deferred Tax Assets | 5,524 | 5,524 | |||
Less valuation allowance | 0 | 0 | |||
Net Deferred Tax Assets | $ 5,524 | $ 5,524 | $ 4,672 |
EQUITY (Details)
EQUITY (Details) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Common stock outstanding | 86,534,140 | 66,415,415 |
Fortress Investment Group, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Common stock outstanding | 1,543,672 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)lease | Sep. 30, 2014USD ($) | |
Capital Improvement and Repair Commitments [Abstract] | ||
Funding for capital improvements | $ 2,003 | $ 1,018 |
Number of ground leases | lease | 2 | |
Ground Lease 1 [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Lease period | 74 years | |
Ground Lease 2 [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Lease period | 82 years | |
Triple Net Lease [Member] | LCS Portfolio [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Lease period | 15 years | |
Triple Net Lease [Member] | LCS Portfolio [Member] | Immediate Capital Improvements [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Capital improvements | $ 4,000 | |
Funding for capital improvements | 113 | |
Triple Net Lease [Member] | LCS Portfolio [Member] | Additional Capital Improvements [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Capital improvements | $ 11,500 | |
Triple Net Lease [Member] | Watermark [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Lease period | 15 years | |
Triple Net Lease [Member] | Watermark [Member] | Additional Capital Improvements [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Capital improvements | $ 1,000 | |
Triple Net Lease [Member] | Watermark [Member] | Lender Mandated Repairs [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Capital improvements | $ 1,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | Nov. 04, 2015$ / shares | Oct. 01, 2015USD ($)Propertycontract | Sep. 30, 2015$ / shares | Sep. 30, 2014$ / shares | Sep. 30, 2015$ / shares | Sep. 30, 2014$ / shares |
Properties Acquired [Abstract] | ||||||
Dividends Declared Per Share of Common Stock (in dollars per share) | $ 0 | $ 0 | $ 0.49 | $ 0 | ||
Subsequent Event [Member] | ||||||
Properties Acquired [Abstract] | ||||||
Number of properties acquired | Property | 2 | |||||
Business Combination, Consideration Transferred | $ | $ 40,000 | |||||
Dividends Declared Per Share of Common Stock (in dollars per share) | $ 0.26 | |||||
Interest Rate Cap [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Derivative, Number of Instruments Held | contract | 2 | |||||
LIBOR [Member] | Maximum [Member] | Interest Rate Cap [Member] | Subsequent Event [Member] | ||||||
Properties Acquired [Abstract] | ||||||
Basis spread on variable rate (in hundredths) | 3.30% | |||||
Mortgages [Member] | Subsequent Event [Member] | ||||||
Properties Acquired [Abstract] | ||||||
Debt Instrument, Outstanding Face Amount | $ | $ 26,000 | |||||
Mortgages [Member] | LIBOR [Member] | Subsequent Event [Member] | ||||||
Properties Acquired [Abstract] | ||||||
Basis spread on variable rate (in hundredths) | 2.70% | |||||
Mortgages [Member] | LIBOR [Member] | Maximum [Member] | Managed Properties [Member] | ||||||
Properties Acquired [Abstract] | ||||||
Basis spread on variable rate (in hundredths) | 3.80% |