Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 27, 2016 | |
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 | 82,127,247 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real estate investments: | ||
Land | $ 222,138 | $ 222,795 |
Buildings, improvements and other | 2,557,895 | 2,568,133 |
Accumulated depreciation | (197,510) | (129,788) |
Net real estate property | 2,582,523 | 2,661,140 |
Acquired lease and other intangible assets | 321,634 | 308,917 |
Accumulated amortization | (242,671) | (166,714) |
Net real estate intangibles | 78,963 | 142,203 |
Net real estate investments | 2,661,486 | 2,803,343 |
Cash and cash equivalents | 73,395 | 116,881 |
Straight-line rent receivables | 68,379 | 51,916 |
Receivables and other assets, net | 63,697 | 45,319 |
Total Assets | 2,866,957 | 3,017,459 |
Liabilities | ||
Mortgage notes payable, net | 2,146,292 | 2,151,317 |
Due to affiliates | 10,786 | 9,644 |
Accrued expenses and other liabilities | 106,800 | 89,173 |
Total Liabilities | 2,263,878 | 2,250,134 |
Commitments and contingencies | ||
Equity | ||
Preferred Stock $0.01 par value, 100,000,000 shares authorized and none outstanding as of both September 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock $0.01 par value, 2,000,000,000 shares authorized, 82,127,247 and 85,447,551 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 821 | 854 |
Additional paid-in capital | 897,947 | 928,654 |
Accumulated deficit | (295,689) | (162,183) |
Total Equity | 603,079 | 767,325 |
Total Liabilities and Equity | $ 2,866,957 | $ 3,017,459 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
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) | 82,127,247 | 85,447,551 |
Common stock, shares outstanding (in shares) | 82,127,247 | 85,447,551 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Revenues | |||||
Resident fees and services | $ 90,217 | $ 76,726 | $ 270,220 | $ 187,384 | |
Rental revenue | 28,240 | 28,259 | 84,723 | 82,661 | |
Total revenues | 118,457 | 104,985 | 354,943 | 270,045 | |
Expenses | |||||
Property operating expense | 61,354 | 51,760 | 182,585 | 128,855 | |
Depreciation and amortization | 45,510 | 40,812 | 146,743 | 110,543 | |
Interest expense | 23,065 | 20,051 | 68,658 | 52,346 | |
Acquisition, transaction and integration expense | 364 | 2,373 | 1,770 | 11,490 | |
Management fees and incentive compensation to affiliate | 3,839 | 4,085 | 12,197 | 10,207 | |
General and administrative expense | 3,676 | 3,152 | 11,600 | 10,691 | |
Loss on extinguishment of debt | 0 | 0 | 0 | 5,091 | |
Other expense | 108 | 1,089 | 806 | 1,569 | |
Total expenses | 137,916 | 123,322 | 424,359 | 330,792 | |
Loss Before Income Taxes | (19,459) | (18,337) | (69,416) | (60,747) | |
Income tax (benefit) expense | 782 | (378) | 31 | (344) | |
Net Loss | $ (20,241) | $ (17,959) | $ (69,447) | $ (60,403) | |
Loss Per Share of Common Stock | |||||
Basic and diluted (in dollars per share) | [1] | $ (0.25) | $ (0.21) | $ (0.84) | $ (0.82) |
Weighted Average Number of Shares of Common Stock Outstanding | |||||
Basic and diluted (in shares) | [2] | 82,126,397 | 86,533,384 | 82,434,609 | 73,342,453 |
Dividends Declared Per Share of Common Stock | $ 0.26 | $ 0 | $ 0.78 | $ 0.49 | |
Triple Net Lease Properties [Member] | |||||
Revenues | |||||
Resident fees and services | $ 0 | $ 0 | $ 0 | $ 0 | |
Rental revenue | 28,240 | 28,259 | 84,723 | 82,661 | |
Expenses | |||||
Property operating expense | 0 | 0 | 0 | 0 | |
Managed Properties [Member] | |||||
Revenues | |||||
Resident fees and services | 90,217 | 76,726 | 270,220 | 187,384 | |
Rental revenue | 0 | 0 | 0 | 0 | |
Expenses | |||||
Property operating expense | $ 61,354 | $ 51,760 | $ 182,585 | $ 128,855 | |
[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] | 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, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Accumulated Deficit [Member] | Additional Paid-in Capital [Member] |
Equity at Dec. 31, 2015 | $ 767,325 | $ 854 | $ (162,183) | $ 928,654 |
Equity (in shares) at Dec. 31, 2015 | 85,447,551 | 85,447,551 | ||
Increase (Decrease) in Equity [Roll Forward] | ||||
Repurchase of common stock (in shares) | (3,333,333) | |||
Repurchase of common stock | $ (30,884) | $ (33) | 0 | (30,851) |
Dividends declared | (64,059) | 0 | (64,059) | 0 |
Fair value of stock options issued | $ 5 | 0 | 0 | 5 |
Stock Issued During Period, Shares, Issued for Services | 13,029 | |||
Stock Issued During Period, Value, Issued for Services | $ 139 | 0 | 0 | 139 |
Net loss | (69,447) | 0 | (69,447) | 0 |
Equity at Sep. 30, 2016 | $ 603,079 | $ 821 | $ (295,689) | $ 897,947 |
Equity (in shares) at Sep. 30, 2016 | 82,127,247 | 82,127,247 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows From Operating Activities | ||
Net loss | $ (69,447) | $ (60,403) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation of tangible assets and amortization of intangible assets | 146,852 | 110,651 |
Amortization of deferred financing costs | 7,216 | 6,777 |
Amortization of deferred community fees | (1,384) | (1,886) |
Amortization of premium on mortgage notes payable | (447) | 228 |
Non-cash straight line rent | (16,463) | (18,885) |
Loss on extinguishment of debt | 0 | 5,091 |
Equity-based compensation | 144 | 17 |
Provision for bad debt | 1,552 | 1,449 |
Other non-cash expense | 665 | 837 |
Changes in: | ||
Receivables and other assets, net | (8,647) | (13,148) |
Due to affiliates | 1,142 | 4,547 |
Accrued expenses and other liabilities | 18,503 | 18,641 |
Net cash provided by operating activities | 79,686 | 53,916 |
Cash Flows From Investing Activities | ||
Cash paid for acquisitions, net of deposits | 0 | (1,212,169) |
Capital expenditures | (15,753) | (7,788) |
Funds reserved for future capital expenditures | (1,266) | (2,003) |
Deposits refunded (paid) for real estate investments | (584) | 11,355 |
Net cash used in investing activities | (16,435) | (1,233,315) |
Cash Flows From Financing Activities | ||
Proceeds from mortgage notes payable | 0 | 1,222,252 |
Principal payments of mortgage notes payable | (11,794) | (11,683) |
Repayments of mortgage notes payable | 0 | (304,484) |
Payment of exit fee on extinguishment of debt | 0 | (1,499) |
Payment of deferred financing costs | 0 | (12,294) |
Payment of common stock dividend | (64,059) | (47,820) |
Purchase of interest rate caps | 0 | (1,037) |
Repurchase of common stock | (30,884) | 0 |
Proceeds from issuance of common stock | 0 | 276,569 |
Costs related to issuance of common stock | 0 | (10,056) |
Net cash (used in) provided by financing activities | (106,737) | 1,109,948 |
Net (Decrease) Increase in Cash and Cash Equivalents | (43,486) | (69,451) |
Cash and Cash Equivalents, Beginning of Period | 116,881 | 226,377 |
Cash and Cash Equivalents, End of Period | 73,395 | 156,926 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid during the period for interest expense | 61,932 | 42,886 |
Cash paid during the period for income taxes | 266 | 190 |
Issuance of common stock | 139 | 0 |
Common stock dividend declared but not paid | 0 | 62 |
Liabilities Assumed | $ 0 | $ 651 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2016 | |
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. As of September 30, 2016 , New Senior owned a diversified portfolio of 154 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 96 of its properties on a day-to-day basis under the Managed Properties segment. These properties consist of 53 dedicated independent living facilities (“IL”) and 43 properties with a combination of assisted living/memory care (“AL/MC”) facilities. The Company’s Managed Properties are managed by Holiday Retirement (“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's property management agreements have initial five -year or ten -year terms, with successive, automatic one -year renewal periods. The Company pays property management fees of 5% to 7% of effective gross income pursuant to its property management agreements with Holiday and, in some cases, Holiday is eligible to earn an incentive fee based on operating performance. The Company pays property management fees of 3 % to 7 % of gross revenues and, for certain properties, a property management fee based on a percentage of net operating income, pursuant to its property management agreements with other managers. Triple Net Lease Properties – The Company owns 58 properties subject to triple net lease arrangements (substantially all of which are leased to Holiday). These properties consist of 52 IL properties, 5 rental Continuing Care Retirement Communities ("CCRC") properties and 1 AL/MC property. In a triple net lease arrangement, 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, 2016 | |
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, 2016 and December 31, 2015 , 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, 2015 . 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. Most 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 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. 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 transaction dates. The determination of the fair value of net assets acquired involves significant judgment and estimates, such as the Company's estimates of future cash flows based on a number of factors including property operating results, known and anticipated trends, as well as market and economic conditions. 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 buildings, the fair value of the tangible assets acquired is determined by valuing the property as if it were vacant. Significant estimates impacting the measurement at fair value of the Company's real property include construction cost data and qualitative selection of comparable market transactions as well as the assessment of the relative quality and condition of the acquired properties. Recognized intangible assets primarily include the fair value of in-place resident leases. 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 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" 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 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 deferred the effective date of this standard by one year, which will be for fiscal years, and interim periods within those years, beginning after December 15, 2017. Additionally, during 2016, the FASB issued ASU 2016-08 Revenue from Contracts with Customers, Principal versus Agent Considerations, ASU 2016-10 Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing and ASU 2016-12 Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients , which clarify the guidance on reporting revenue as a principal versus agent, identifying performance obligations, accounting for intellectual property licenses, and how to assess collectibility, present sales tax and treat noncash consideration. The Company is assessing the impact this guidance may have on its Consolidated Financial Statements and has not yet determined the method by which it will adopt the standard. In January 2016, the FASB issued ASU 2016-01 Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The standard addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. In February 2016, the FASB issued ASU 2016-02 Leases . This standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is assessing the impact this guidance may have on its Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments . This standard replaces the current incurred loss methodology with a methodology that reflects expected credit losses. Under this methodology, a company would recognize an impairment allowance equal to its current estimate of all contractual cash flows that it does not expect to collect from financial assets measured at amortized cost. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption is permitted beginning after December 15, 2018. The Company is assessing the impact this guidance may have on its Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments . This standard addresses the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and early adoption is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS The Company did not make any acquisitions during the nine months ended September 30, 2016 . During the nine months ended September 30, 2015 , the Company acquired five portfolios representing 52 properties ( 49 IL, 2 AL/MC and 1 rental CCRC). The IL and AL/MC properties were integrated into the Managed Properties segment, and Holiday, Blue Harbor and Thrive manage 47 , 2 and 2 of the properties, respectively. The rental CCRC was integrated into the Triple Net Lease segment. Acquisition accounting is preliminary, 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 and the analysis of assumed contracts. These adjustments may be significant and will be accounted for in accordance with ASU 2015-16 Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments , which became effective in the first quarter of 2016. During the nine months ended September 30, 2016 , measurement period adjustments were made based on the final valuation of net assets acquired. The adjustments included a decrease of $ 14,591 in real estate investments and an increase of $ 14,591 for in-place lease intangibles. If these adjustments had been recognized as of the acquisition date, the Company would have recognized additional depreciation and amortization expense in previous reporting periods, of which $ 2,163 and $ 7,444 were recorded during the three and nine months ended September 30, 2016 , respectively. The following table illustrates the pro forma effect of the acquisitions completed in the period from January 1, 2015 to September 30, 2016 on revenues and loss before income taxes, as if they had been consummated as of January 1, 2015 : Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Revenues $ 115,870 $ 345,322 Loss before income taxes (22,770 ) (85,535 ) 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, 2015 , nor are they necessarily indicative of future operating results. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING As of September 30, 2016 , 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 the aggregate performance of the 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, payroll expense 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 between periods and to the operating results of other real estate companies 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 fees and incentive compensation to affiliate, income tax expense (benefit), other expense 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, 2016 Three Months Ended September 30, 2015 Triple Net Lease Properties Managed Properties Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 90,217 $ 90,217 $ — $ 76,726 $ 76,726 Rental revenue 28,240 — 28,240 28,259 — 28,259 Less: Property operating expense — 61,354 61,354 — 51,760 51,760 Segment NOI $ 28,240 $ 28,863 $ 57,103 $ 28,259 $ 24,966 $ 53,225 Depreciation and amortization 45,510 40,812 Interest expense 23,065 20,051 Acquisition, transaction and integration expense 364 2,373 Management fees and incentive compensation to affiliate 3,839 4,085 General and administrative expense 3,676 3,152 Other expense 108 1,089 Income tax expense (benefit) 782 (378 ) Net Loss $ (20,241 ) $ (17,959 ) Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Triple Net Lease Properties Managed Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 270,220 $ 270,220 $ — $ 187,384 $ 187,384 Rental revenue 84,723 — 84,723 82,661 — 82,661 Less: Property operating expense — 182,585 182,585 — 128,855 128,855 Segment NOI $ 84,723 $ 87,635 $ 172,358 $ 82,661 $ 58,529 $ 141,190 Depreciation and amortization 146,743 110,543 Interest expense 68,658 52,346 Acquisition, transaction and integration expense 1,770 11,490 Management fees and incentive compensation to affiliate 12,197 10,207 General and administrative expense 11,600 10,691 Loss on extinguishment of debt — 5,091 Other expense 806 1,569 Income tax expense (benefit) 31 (344 ) Net Loss $ (69,447 ) $ (60,403 ) Property operating expense includes property management fees, property-level payroll expense and travel reimbursement costs. See Note 11 for additional information on these expenses related to Blue Harbor and Holiday. Assets by reportable business segment are reconciled to total assets as follows: September 30, 2016 December 31, 2015 Assets: Amount Percentage Amount Percentage Triple Net Lease Properties $ 1,159,840 40.5 % $ 1,196,578 39.7 % Managed Properties 1,676,099 58.5 % 1,744,540 57.8 % All Other Assets (A) 31,018 1.0 % 76,341 2.5 % Total Assets $ 2,866,957 100.0 % $ 3,017,459 100.0 % (A) Primarily consists of corporate cash which is not directly attributable to the Company's reportable business segments. Rental revenue attributable to our triple net leases with Holiday accounted for 18.8% and 21.2% of the Company's total revenues for the three months ended September 30, 2016 and 2015 and 18.8% and 24.8% for the nine months ended September 30, 2016 and 2015 , respectively. The following table presents the percentage of total revenues by geographic location: Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Number of Communities % of Revenue Number of Communities % of Revenue Florida 26 19.7 % 26 21.4 % Texas 19 11.9 % 17 14.0 % California 12 10.1 % 12 9.0 % North Carolina 9 6.4 % 9 5.5 % Pennsylvania 7 6.1 % 7 6.4 % Oregon 10 5.3 % 10 5.6 % Utah 6 4.4 % 6 5.5 % Other 65 36.1 % 65 32.6 % Total 154 100.0 % 152 100.0 % |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 222,138 $ — $ 222,138 $ 222,795 $ — $ 222,795 Building and improvements 2,437,056 (147,465 ) 2,289,591 2,455,170 (97,485 ) 2,357,685 Furniture, fixtures and equipment 120,839 (50,045 ) 70,794 112,963 (32,303 ) 80,660 Total $ 2,780,033 $ (197,510 ) $ 2,582,523 $ 2,790,928 $ (129,788 ) $ 2,661,140 Depreciation expense was $ 24,599 and $ 20,020 for the three months ended September 30, 2016 and 2015 and $ 69,019 and $ 50,578 for the nine months ended September 30, 2016 and 2015 , respectively. The following table summarizes the Company’s real estate intangibles: September 30, 2016 December 31, 2015 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 $ (507 ) $ 5,361 53.5 years $ 5,868 $ (361 ) $ 5,507 52.8 years In-place lease intangibles 309,970 (240,110 ) 69,860 2.6 years 297,253 (164,772 ) 132,481 2.6 years Other intangibles 5,796 (2,054 ) 3,742 9.5 years 5,796 (1,581 ) 4,215 9.4 years Total intangibles $ 321,634 $ (242,671 ) $ 78,963 $ 308,917 $ (166,714 ) $ 142,203 Amortization expense was $ 20,911 and $ 20,792 for the three months ended September 30, 2016 and 2015 and $ 77,724 and $ 59,965 for the nine months ended September 30, 2016 and 2015 , respectively. Additionally, amortization of above/below market leases was $ 38 and $ 36 for the three months ended September 30, 2016 and 2015 and $ 109 and $ 109 for the nine months ended September 30, 2016 and 2015 , respectively, and is reported as a reduction to "Rental revenue" in the Consolidated Statements of Operations. |
RECEIVABLES AND OTHER ASSETS, N
RECEIVABLES AND OTHER ASSETS, NET | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
RECEIVABLES AND OTHER ASSETS, NET | RECEIVABLES AND OTHER ASSETS, NET September 30, 2016 December 31, 2015 Escrows held by lenders (A) $ 29,790 $ 19,694 Other receivables 3,284 2,996 Prepaid expenses 4,051 4,828 Resident receivables, net 2,770 2,594 Deferred tax assets, net 9,043 8,757 Security deposits 2,785 2,932 Income tax receivable 1,339 1,920 Interest rate caps 28 283 Assets held for sale (B) 9,357 — Other assets 1,250 1,315 Total $ 63,697 $ 45,319 (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. (B) Represents two AL/MC properties in the Managed Properties segment classified as held for sale as of September 30, 2016 . The balance primarily consists of the carrying value of buildings and land as of September 30, 2016 . These properties were sold on October 31 , 2016; see Note 15 for further information. The following table summarizes the allowance for doubtful accounts and the related provision for resident receivables: Nine Months Ended September 30, 2016 2015 Balance, beginning of period $ 509 $ 190 Provision for bad debt 1,552 1,449 Write-offs, net of recoveries (1,028 ) (916 ) Balance, end of period $ 1,033 $ 723 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, 2016 | |
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, 2016 December 31, 2015 Gross carrying amount $ 54,910 $ 54,910 Accumulated amortization (24,691 ) (17,475 ) Total $ 30,219 $ 37,435 Amortization of deferred financing costs is reported within "Interest expense" in the Consolidated Statements of Operations. |
MORTGAGE NOTES PAYABLE, NET
MORTGAGE NOTES PAYABLE, NET | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
MORTGAGE NOTES PAYABLE, NET | MORTGAGE NOTES PAYABLE, NET September 30, 2016 December 31, 2015 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 $ 605,442 $ 601,813 Dec 2018 - Sep 2025 3.65% to 6.76% 7.4 $ 607,437 $ 603,460 Floating Rate (B) 731,064 724,174 Oct 2020 - May 2022 1M LIBOR + 2.20% to 1M LIBOR + 2.70% 5.2 731,318 723,554 Triple Net Lease Properties Fixed Rate (C) 686,439 669,210 Jan 2021 - Jan 2024 3.80% to 7.40% 5.5 695,984 673,732 Floating Rate 152,000 151,095 Oct 2017 - Apr 2018 3M LIBOR + 3.00% to 3M LIBOR + 3.25% 1.2 152,000 150,571 Total $ 2,174,945 $ 2,146,292 5.6 $ 2,186,739 $ 2,151,317 (A) The totals are reported net of deferred financing costs of $ 30,219 and $ 37,435 as of September 30, 2016 and December 31, 2015 , respectively. (B) All of these loans have LIBOR caps that range between 3.30% and 3.80% as of September 30, 2016 . (C) Includes loans with an outstanding face amount of $ 345,467 and $ 293,531 , as of September 30, 2016 , for which the Company bought down the interest rates to 4.00 % and 3.80 %, respectively, through January 2019. The interest rates will increase to 4.99 % and 4.55 %, respectively, thereafter. In the first quarter of 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 $ 1,603,952 and $ 1,057,040 as of September 30, 2016 and $1,679,646 and $1,122,960 as of December 31, 2015 , respectively. The Company’s mortgage notes payable contain various customary financial and other covenants, and in certain cases include a Debt Service Coverage Ratio, Project Yield or Minimum Net Worth and Liquid Assets provision, as defined in the agreements. As of September 30, 2016, the Company was in compliance with all of such covenants except the Project Yield covenant in one financing secured by a leased portfolio, where the Company will be in compliance upon either exercising its cure rights or finalizing an amendment, as described in more detail below. The Project Yield covenant referenced above measures the leased portfolio's trailing 12-month operating results relative to the outstanding unpaid principal balance of the debt. Under the terms of the debt, the Company is entitled to cure non-compliance with this covenant by paying down the debt to the extent necessary to achieve the required project yield threshold. With respect to the September 30, 2016 test date, a prepayment of approximately $ 1,300 would be required to achieve compliance. The prepayment is not yet due and, prior to the due date, the Company expects to finalize an amendment to the Project Yield covenant that would reduce the threshold beginning with the September 30, 2016 test date and continuing for the remaining term of the loan. The amendment would eliminate the need to exercise a cure with respect to the September 30, 2016 test date, provided that the tenant's security deposit and other amounts posted by the tenant pursuant to the lease are escrowed with the lender. The fair values of mortgage notes payable as of September 30, 2016 and December 31, 2015 was $ 2,192,611 and $2,217,464 , 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, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS As of September 30, 2016 , the Company held interest rate caps 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 $ 8 and $ 357 for the three months ended September 30, 2016 and 2015 , respectively, and a loss of $ 255 and $ 837 for the nine months ended September 30, 2016 and 2015 , respectively, and is included in "Other expense" in the Consolidated Statements of Operations. The following table presents information related to the Company's outstanding interest rate caps: September 30, 2016 December 31, 2015 Outstanding notional amount $ 731,092 $ 731,318 LIBOR cap range 3.30% to 3.80% 3.30% to 3.80% LIBOR cap effective date range Mar 2015 to Sep 2020 Mar 2015 to Sep 2020 Fair value $ 28 $ 283 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | ACCRUED EXPENSES AND OTHER LIABILITIES September 30, 2016 December 31, 2015 Security deposits payable $ 56,741 $ 54,669 Accounts payable 8,771 9,552 Mortgage interest payable 6,381 6,415 Deferred community fees, net 5,464 4,450 Rent collected in advance 3,210 3,937 Property tax payable 7,419 2,564 Other liabilities (A) 18,814 7,586 Total $ 106,800 $ 89,173 (A) Includes liabilities held for sale of $ 120 related to two AL/MC properties classified as held for sale as of September 30, 2016 . These properties were sold on October 31 , 2016; see Note 15 for further information. |
TRANSACTIONS WITH AFFILIATES
TRANSACTIONS WITH AFFILIATES | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH AFFILIATES | TRANSACTIONS WITH AFFILIATES Management Agreements New Senior is party to a management agreement (the “Management Agreement”) with the Manager, 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 Investment Corp. ("Newcastle") (including cash contributed to the Company) as of the completion of the spin-off from Newcastle, 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. The Company incurred management fees of $ 3,839 and $ 4,085 during the three months ended September 30, 2016 and 2015 , respectively, and $ 11,562 and $ 10,207 during the nine months ended September 30, 2016 and 2015 , respectively, under the Management Agreement, which are included in “Management fees and incentive compensation to affiliate” in the Consolidated Statements of Operations. As of September 30, 2016 and December 31, 2015 , the Company had a payable for management fees of $ 1,280 and $ 1,349 , respectively, 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 (as defined in the Management Agreement), 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 cash contributed to the Company) as of the completion of the spin-off 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 and repurchases of common stock) 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 Manager did not earn incentive compensation during the three months ended September 30, 2016 and 2015 , and earned $ 635 and $ 0 during the nine months ended September 30, 2016 and 2015 , respectively, which is included in "Management fees and incentive compensation to affiliate" in the Consolidated Statements of Operations. The Manager is also entitled to receive, upon the successful completion of an equity offering, options with respect to 10% of the number of shares sold in the offering with an exercise price equal to the price paid by the purchaser in the offering. Because the Manager’s employees perform certain legal, accounting, due diligence, asset management 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 accounting 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 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. The following table summarizes the Company's reimbursement to the Manager for costs incurred for tasks and other services performed by the Manager under the Management Agreement: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Included in: General and administrative expense $ 1,843 $ 1,330 $ 6,115 $ 4,606 Acquisition, transaction and integration expense 310 625 1,236 2,292 Total $ 2,153 $ 1,955 $ 7,351 $ 6,898 As of September 30, 2016 and December 31, 2015 , the Company had a payable for Manager reimbursements of $ 1,473 and $ 1,518 , respectively, which is included in “Due to affiliates” in the Consolidated Balance Sheets. During 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 determined that this plan qualified as a restructuring activity under ASC 420. While the majority of restructuring-related costs were incurred in 2015, during the nine months ended September 30, 2016 , the Company incurred additional costs of $ 141 , which primarily consist of lease-related expenses associated with the office in Plano, Texas, and are included in "Other expense" in the Consolidated Statements of Operations. The Company has incurred cumulative costs associated with the restructuring of $ 805 . The Company does not expect to incur any material costs related to this restructuring in subsequent periods. Property Management Agreements Within the Company’s Managed Properties segment, the Company is party to Property Management Agreements with Blue Harbor, an affiliate of Fortress, and Holiday, a portfolio company that is majority owned by a private equity fund managed by an affiliate of Fortress, to manage most 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 properties managed by Blue Harbor and Holiday, the Company generally 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, 2016 and 2015 . Property management fees are included in "Property operating expense" in the Consolidated Statements of Operations. Other amounts paid to affiliated managers that are included in property operating expense are payroll expense and travel reimbursement costs. The payroll expense is structured as a reimbursement to the Property Manager, who is the employer of record. The following table summarizes property management fees and reimbursements paid by the Company to Property Managers affiliated with Fortress: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Property management fees $ 5,015 $ 4,267 $ 14,650 $ 11,023 Travel reimbursement costs 92 92 276 277 Property-level payroll expenses $ 26,418 $ 23,249 $ 78,262 $ 59,630 As of September 30, 2016 and December 31, 2015 , the Company had payables for property management fees of $ 1,712 and $ 1,689 , respectively, and property-level payroll expenses of $ 6,321 and $ 5,088 , respectively, which are 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 leases with Holiday. Pursuant to the leases, the tenant is required to pay monthly rent payments in accordance with the lease terms. Such payments amounted to $ 17,754 and $ 16,989 for the three months ended September 30, 2016 and 2015 , respectively, and $ 53,262 and $ 50,968 for the nine months ended September 30, 2016 and 2015 , respectively. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES New Senior is organized and conducts its operations 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 subsidiary ("TRS") and therefore are subject to federal and state income taxes at regular corporate tax rates. The following table presents the expense (benefit) for income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Current Federal $ 95 $ — $ 95 $ — State and local 101 83 222 187 Total current provision 196 83 317 187 Deferred Federal 529 (427 ) (269 ) (537 ) State and local 57 (34 ) (17 ) 6 Total deferred provision 586 (461 ) (286 ) (531 ) Total expense (benefit) for income taxes $ 782 $ (378 ) $ 31 $ (344 ) The following table presents the significant components of deferred tax assets: September 30, 2016 December 31, 2015 Deferred tax assets: Prepaid fees and rent $ 1,857 $ 1,976 Net operating losses 3,858 5,175 Deferred rent 3,590 2,063 Tax credits 95 26 Other 180 70 Total deferred tax assets 9,580 9,310 Less valuation allowance — — Net deferred tax assets 9,580 9,310 Deferred tax liabilities: Depreciation and amortization 537 553 Total deferred tax liabilities 537 553 Total net deferred tax assets $ 9,043 $ 8,757 In assessing the recoverability 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 and before the net operating loss carryforward expires. The Company has not recorded a valuation allowance against its deferred tax assets as of September 30, 2016 as management believes that it is more likely than not that its deferred tax assets will be realized. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
EQUITY | EQUITY On December 17, 2015, the board of directors authorized the Company to commence a modified “Dutch auction” self-tender offer to repurchase up to $ 30,000 in cash of shares of its common stock. The tender offer commenced on December 17, 2015 and expired on January 19, 2016. The Company incurred $ 30,884 , including transaction costs, to repurchase 3,333,333 shares at a tender price of $ 9.00 per share. In July 2016, the Company issued an aggregate of 13,029 shares of its common stock to its independent directors as compensation. As of September 30, 2016 , 1,302,720 shares of the Company’s common stock were held by Fortress, through its affiliates, and its principals. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES As of September 30, 2016 , 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 is and may become 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 failed to qualify as a REIT for a taxable year ending on or before December 31, 2015, New Senior could be prohibited from electing to be a REIT. Accordingly, in the separation and distribution agreement entered into to effect our spin-off from Newcastle ("Separation and Distribution Agreement"), Newcastle (i) represented that it had 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, 2016 , 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 immediately available for capital improvements to the triple net lease properties under the Life Care Services Portfolio, of which $ 3,851 has been funded as of September 30, 2016 . 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 the 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, of which $ 334 has been funded as of September 30, 2016 . The Company has also agreed to make $ 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 (referred to as subsequent events) through the issuance of the Consolidated Financial Statements. On October 31, 2016, the Company sold two AL/MC properties with a net carrying value for real estate investments of $ 9,312 for a purchase price of $ 22,975 , resulting in a gain of approximately $ 13,000 . In connection with this sale, the Company repaid $ 13,725 of debt associated with these properties and, pursuant to the Property Management Agreement, paid a termination fee of approximately $ 1,800 to Blue Harbor. On October 31, 2016, 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, 2016 . The dividend is payable on December 22, 2016 to shareholders of record on December 8, 2016. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and December 31, 2015 , 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, 2015 . |
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. Most 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 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 |
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 transaction dates. The determination of the fair value of net assets acquired involves significant judgment and estimates, such as the Company's estimates of future cash flows based on a number of factors including property operating results, known and anticipated trends, as well as market and economic conditions. 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 buildings, the fair value of the tangible assets acquired is determined by valuing the property as if it were vacant. Significant estimates impacting the measurement at fair value of the Company's real property include construction cost data and qualitative selection of comparable market transactions as well as the assessment of the relative quality and condition of the acquired properties. Recognized intangible assets primarily include the fair value of in-place resident leases. 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 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" 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 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 deferred the effective date of this standard by one year, which will be for fiscal years, and interim periods within those years, beginning after December 15, 2017. Additionally, during 2016, the FASB issued ASU 2016-08 Revenue from Contracts with Customers, Principal versus Agent Considerations, ASU 2016-10 Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing and ASU 2016-12 Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients , which clarify the guidance on reporting revenue as a principal versus agent, identifying performance obligations, accounting for intellectual property licenses, and how to assess collectibility, present sales tax and treat noncash consideration. The Company is assessing the impact this guidance may have on its Consolidated Financial Statements and has not yet determined the method by which it will adopt the standard. In January 2016, the FASB issued ASU 2016-01 Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The standard addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. In February 2016, the FASB issued ASU 2016-02 Leases . This standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is assessing the impact this guidance may have on its Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments . This standard replaces the current incurred loss methodology with a methodology that reflects expected credit losses. Under this methodology, a company would recognize an impairment allowance equal to its current estimate of all contractual cash flows that it does not expect to collect from financial assets measured at amortized cost. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption is permitted beginning after December 15, 2018. The Company is assessing the impact this guidance may have on its Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments . This standard addresses the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and early adoption is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Effect of Acquisitions on Revenues and Loss Before Income Taxes | The following table illustrates the pro forma effect of the acquisitions completed in the period from January 1, 2015 to September 30, 2016 on revenues and loss before income taxes, as if they had been consummated as of January 1, 2015 : Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Revenues $ 115,870 $ 345,322 Loss before income taxes (22,770 ) (85,535 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Triple Net Lease Properties Managed Properties Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 90,217 $ 90,217 $ — $ 76,726 $ 76,726 Rental revenue 28,240 — 28,240 28,259 — 28,259 Less: Property operating expense — 61,354 61,354 — 51,760 51,760 Segment NOI $ 28,240 $ 28,863 $ 57,103 $ 28,259 $ 24,966 $ 53,225 Depreciation and amortization 45,510 40,812 Interest expense 23,065 20,051 Acquisition, transaction and integration expense 364 2,373 Management fees and incentive compensation to affiliate 3,839 4,085 General and administrative expense 3,676 3,152 Other expense 108 1,089 Income tax expense (benefit) 782 (378 ) Net Loss $ (20,241 ) $ (17,959 ) Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Triple Net Lease Properties Managed Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 270,220 $ 270,220 $ — $ 187,384 $ 187,384 Rental revenue 84,723 — 84,723 82,661 — 82,661 Less: Property operating expense — 182,585 182,585 — 128,855 128,855 Segment NOI $ 84,723 $ 87,635 $ 172,358 $ 82,661 $ 58,529 $ 141,190 Depreciation and amortization 146,743 110,543 Interest expense 68,658 52,346 Acquisition, transaction and integration expense 1,770 11,490 Management fees and incentive compensation to affiliate 12,197 10,207 General and administrative expense 11,600 10,691 Loss on extinguishment of debt — 5,091 Other expense 806 1,569 Income tax expense (benefit) 31 (344 ) Net Loss $ (69,447 ) $ (60,403 ) Property operating expense includes property management fees, property-level payroll expense and travel reimbursement costs. See Note 11 for additional information on these expenses related to Blue Harbor and Holiday. Assets by reportable business segment are reconciled to total assets as follows: September 30, 2016 December 31, 2015 Assets: Amount Percentage Amount Percentage Triple Net Lease Properties $ 1,159,840 40.5 % $ 1,196,578 39.7 % Managed Properties 1,676,099 58.5 % 1,744,540 57.8 % All Other Assets (A) 31,018 1.0 % 76,341 2.5 % Total Assets $ 2,866,957 100.0 % $ 3,017,459 100.0 % |
Percentage of Total Revenues by Geographic Location | The following table presents the percentage of total revenues by geographic location: Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Number of Communities % of Revenue Number of Communities % of Revenue Florida 26 19.7 % 26 21.4 % Texas 19 11.9 % 17 14.0 % California 12 10.1 % 12 9.0 % North Carolina 9 6.4 % 9 5.5 % Pennsylvania 7 6.1 % 7 6.4 % Oregon 10 5.3 % 10 5.6 % Utah 6 4.4 % 6 5.5 % Other 65 36.1 % 65 32.6 % Total 154 100.0 % 152 100.0 % |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate Investments | September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 222,138 $ — $ 222,138 $ 222,795 $ — $ 222,795 Building and improvements 2,437,056 (147,465 ) 2,289,591 2,455,170 (97,485 ) 2,357,685 Furniture, fixtures and equipment 120,839 (50,045 ) 70,794 112,963 (32,303 ) 80,660 Total $ 2,780,033 $ (197,510 ) $ 2,582,523 $ 2,790,928 $ (129,788 ) $ 2,661,140 |
Real Estate Intangibles | The following table summarizes the Company’s real estate intangibles: September 30, 2016 December 31, 2015 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 $ (507 ) $ 5,361 53.5 years $ 5,868 $ (361 ) $ 5,507 52.8 years In-place lease intangibles 309,970 (240,110 ) 69,860 2.6 years 297,253 (164,772 ) 132,481 2.6 years Other intangibles 5,796 (2,054 ) 3,742 9.5 years 5,796 (1,581 ) 4,215 9.4 years Total intangibles $ 321,634 $ (242,671 ) $ 78,963 $ 308,917 $ (166,714 ) $ 142,203 |
RECEIVABLES AND OTHER ASSETS,26
RECEIVABLES AND OTHER ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Receivables and Other Assets, Net | September 30, 2016 December 31, 2015 Escrows held by lenders (A) $ 29,790 $ 19,694 Other receivables 3,284 2,996 Prepaid expenses 4,051 4,828 Resident receivables, net 2,770 2,594 Deferred tax assets, net 9,043 8,757 Security deposits 2,785 2,932 Income tax receivable 1,339 1,920 Interest rate caps 28 283 Assets held for sale (B) 9,357 — Other assets 1,250 1,315 Total $ 63,697 $ 45,319 (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. (B) Represents two AL/MC properties in the Managed Properties segment classified as held for sale as of September 30, 2016 . The balance primarily consists of the carrying value of buildings and land as of September 30, 2016 . These properties were sold on October 31 , 2016; see Note 15 for further information. |
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 September 30, 2016 2015 Balance, beginning of period $ 509 $ 190 Provision for bad debt 1,552 1,449 Write-offs, net of recoveries (1,028 ) (916 ) Balance, end of period $ 1,033 $ 723 |
DEFERRED FINANCING COSTS (Table
DEFERRED FINANCING COSTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 December 31, 2015 Gross carrying amount $ 54,910 $ 54,910 Accumulated amortization (24,691 ) (17,475 ) Total $ 30,219 $ 37,435 |
MORTGAGE NOTES PAYABLE, NET (Ta
MORTGAGE NOTES PAYABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | September 30, 2016 December 31, 2015 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 $ 605,442 $ 601,813 Dec 2018 - Sep 2025 3.65% to 6.76% 7.4 $ 607,437 $ 603,460 Floating Rate (B) 731,064 724,174 Oct 2020 - May 2022 1M LIBOR + 2.20% to 1M LIBOR + 2.70% 5.2 731,318 723,554 Triple Net Lease Properties Fixed Rate (C) 686,439 669,210 Jan 2021 - Jan 2024 3.80% to 7.40% 5.5 695,984 673,732 Floating Rate 152,000 151,095 Oct 2017 - Apr 2018 3M LIBOR + 3.00% to 3M LIBOR + 3.25% 1.2 152,000 150,571 Total $ 2,174,945 $ 2,146,292 5.6 $ 2,186,739 $ 2,151,317 (A) The totals are reported net of deferred financing costs of $ 30,219 and $ 37,435 as of September 30, 2016 and December 31, 2015 , respectively. (B) All of these loans have LIBOR caps that range between 3.30% and 3.80% as of September 30, 2016 . (C) Includes loans with an outstanding face amount of $ 345,467 and $ 293,531 , as of September 30, 2016 , for which the Company bought down the interest rates to 4.00 % and 3.80 %, respectively, through January 2019. The interest rates will increase to 4.99 % and 4.55 %, respectively, thereafter. |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 December 31, 2015 Outstanding notional amount $ 731,092 $ 731,318 LIBOR cap range 3.30% to 3.80% 3.30% to 3.80% LIBOR cap effective date range Mar 2015 to Sep 2020 Mar 2015 to Sep 2020 Fair value $ 28 $ 283 |
ACCRUED EXPENSES AND OTHER LI30
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | September 30, 2016 December 31, 2015 Security deposits payable $ 56,741 $ 54,669 Accounts payable 8,771 9,552 Mortgage interest payable 6,381 6,415 Deferred community fees, net 5,464 4,450 Rent collected in advance 3,210 3,937 Property tax payable 7,419 2,564 Other liabilities (A) 18,814 7,586 Total $ 106,800 $ 89,173 (A) Includes liabilities held for sale of $ 120 related to two AL/MC properties classified as held for sale as of September 30, 2016 . These properties were sold on October 31 , 2016; see Note 15 for further information. |
TRANSACTIONS WITH AFFILIATES Tr
TRANSACTIONS WITH AFFILIATES Transactions With Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Transactions With Affiliates [Abstract] | |
Reimbursement to the Manager for Services Performed by the Manager | The following table summarizes the Company's reimbursement to the Manager for costs incurred for tasks and other services performed by the Manager under the Management Agreement: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Included in: General and administrative expense $ 1,843 $ 1,330 $ 6,115 $ 4,606 Acquisition, transaction and integration expense 310 625 1,236 2,292 Total $ 2,153 $ 1,955 $ 7,351 $ 6,898 |
Property Management Fees and Other Expenses Reimbursed to Property Managers | The following table summarizes property management fees and reimbursements paid by the Company to Property Managers affiliated with Fortress: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Property management fees $ 5,015 $ 4,267 $ 14,650 $ 11,023 Travel reimbursement costs 92 92 276 277 Property-level payroll expenses $ 26,418 $ 23,249 $ 78,262 $ 59,630 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | The following table presents the expense (benefit) for income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Current Federal $ 95 $ — $ 95 $ — State and local 101 83 222 187 Total current provision 196 83 317 187 Deferred Federal 529 (427 ) (269 ) (537 ) State and local 57 (34 ) (17 ) 6 Total deferred provision 586 (461 ) (286 ) (531 ) Total expense (benefit) for income taxes $ 782 $ (378 ) $ 31 $ (344 ) |
Deferred Tax Assets | The following table presents the significant components of deferred tax assets: September 30, 2016 December 31, 2015 Deferred tax assets: Prepaid fees and rent $ 1,857 $ 1,976 Net operating losses 3,858 5,175 Deferred rent 3,590 2,063 Tax credits 95 26 Other 180 70 Total deferred tax assets 9,580 9,310 Less valuation allowance — — Net deferred tax assets 9,580 9,310 Deferred tax liabilities: Depreciation and amortization 537 553 Total deferred tax liabilities 537 553 Total net deferred tax assets $ 9,043 $ 8,757 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 9 Months Ended |
Sep. 30, 2016segmentProperty | |
Organization [Abstract] | |
Number of Real Estate Properties | 154 |
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 | 96 |
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] | Minimum [Member] | |
Organization [Abstract] | |
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] | |
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 and Memory Care Properties [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 43 |
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 and Memory Care Properties [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 1 |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Revenue Recognition [Abstract] | |
Notice period to cancel lease agreements | 30 days |
Assisted Living and 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 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($)Property | Dec. 31, 2015USD ($) | |
Properties Acquired [Abstract] | |||||
Debt Instrument, Outstanding Face Amount | $ 2,174,945 | $ 2,174,945 | $ 2,186,739 | ||
Resident fees and services | 90,217 | $ 76,726 | 270,220 | $ 187,384 | |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||||
Real estate investments | 14,591 | ||||
In-place lease intangibles | 14,591 | ||||
Effect of Acquisitions on Revenues and Pre-Tax Net Income [Abstract] | |||||
Revenues | 115,870 | 345,322 | |||
Loss before income taxes | (22,770) | (85,535) | |||
Other Depreciation and Amortization | 2,163 | 7,444 | |||
Managed Properties [Member] | |||||
Properties Acquired [Abstract] | |||||
Resident fees and services | 90,217 | 76,726 | 270,220 | $ 187,384 | |
Managed Properties [Member] | Independent Living Properties [Member] | |||||
Properties Acquired [Abstract] | |||||
Number of properties acquired | Property | 49 | ||||
Managed Properties [Member] | Assisted Living and Memory Care Properties [Member] | |||||
Properties Acquired [Abstract] | |||||
Number of properties acquired | Property | 2 | ||||
Triple Net Lease Properties [Member] | |||||
Properties Acquired [Abstract] | |||||
Resident fees and services | $ 0 | $ 0 | $ 0 | $ 0 | |
Triple Net Lease Properties [Member] | Continuing Care Retirement Communities [Member] | |||||
Properties Acquired [Abstract] | |||||
Number of properties acquired | Property | 1 | ||||
2015 Acquisitions [Member] | |||||
Properties Acquired [Abstract] | |||||
Number of properties acquired | Property | 52 | ||||
Number of portfolios acquired | Property | 5 | ||||
2015 Acquisitions [Member] | Thrive [Member] | |||||
Properties Acquired [Abstract] | |||||
Number of properties acquired | Property | 2 | ||||
2015 Acquisitions [Member] | Holiday [Member] | |||||
Properties Acquired [Abstract] | |||||
Number of properties acquired | Property | 47 | ||||
2015 Acquisitions [Member] | Blue Harbor [Member] | |||||
Properties Acquired [Abstract] | |||||
Number of properties acquired | Property | 2 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016USD ($)Property | Sep. 30, 2015USD ($)Property | Sep. 30, 2016USD ($)segmentProperty | Sep. 30, 2015USD ($)Property | Dec. 31, 2015USD ($) | ||
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 2 | |||||
Assets | $ 2,866,957 | $ 2,866,957 | $ 3,017,459 | |||
Percentage of assets | 100.00% | 100.00% | 100.00% | |||
Revenues | ||||||
Resident fees and services | $ 90,217 | $ 76,726 | $ 270,220 | $ 187,384 | ||
Net loss | (20,241) | (17,959) | (69,447) | (60,403) | ||
Rental revenue | 28,240 | 28,259 | 84,723 | 82,661 | ||
Less: Property operating expense | 61,354 | 51,760 | 182,585 | 128,855 | ||
Segment NOI | 57,103 | 53,225 | 172,358 | 141,190 | ||
Depreciation and amortization | 45,510 | 40,812 | 146,743 | 110,543 | ||
Interest expense | 23,065 | 20,051 | 68,658 | 52,346 | ||
Acquisition, transaction and integration expense | 364 | 2,373 | 1,770 | 11,490 | ||
Management fees and incentive compensation to affiliate | 3,839 | 4,085 | 12,197 | 10,207 | ||
General and administrative expense | 3,676 | 3,152 | 11,600 | 10,691 | ||
Loss on extinguishment of debt | 0 | 0 | 0 | 5,091 | ||
Other expense | 108 | 1,089 | 806 | 1,569 | ||
Total (benefit) expense for income taxes | $ 782 | (378) | $ 31 | (344) | ||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 154 | 154 | ||||
Nonsegment and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Assets | [1] | $ 31,018 | $ 31,018 | $ 76,341 | ||
Percentage of assets | [1] | 1.00% | 1.00% | 2.50% | ||
Triple Net Lease Properties [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Assets | $ 1,159,840 | $ 1,159,840 | $ 1,196,578 | |||
Percentage of assets | 40.50% | 40.50% | 39.70% | |||
Revenues | ||||||
Resident fees and services | $ 0 | 0 | $ 0 | 0 | ||
Rental revenue | 28,240 | 28,259 | 84,723 | 82,661 | ||
Less: Property operating expense | 0 | 0 | 0 | 0 | ||
Segment NOI | $ 28,240 | 28,259 | $ 84,723 | 82,661 | ||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 58 | 58 | ||||
Managed Properties [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Assets | $ 1,676,099 | $ 1,676,099 | $ 1,744,540 | |||
Percentage of assets | 58.50% | 58.50% | 57.80% | |||
Revenues | ||||||
Resident fees and services | $ 90,217 | 76,726 | $ 270,220 | 187,384 | ||
Rental revenue | 0 | 0 | 0 | 0 | ||
Less: Property operating expense | 61,354 | 51,760 | 182,585 | 128,855 | ||
Segment NOI | $ 28,863 | $ 24,966 | $ 87,635 | $ 58,529 | ||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 96 | 96 | ||||
Sales Revenue, Net [Member] | ||||||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 154 | 152 | 154 | 152 | ||
Percentage of revenue (in hundredths) | 100.00% | 100.00% | ||||
Sales Revenue, Net [Member] | Florida [Member] | ||||||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 26 | 26 | 26 | 26 | ||
Percentage of revenue (in hundredths) | 19.70% | 21.40% | ||||
Sales Revenue, Net [Member] | Texas [Member] | ||||||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 19 | 17 | 19 | 17 | ||
Percentage of revenue (in hundredths) | 11.90% | 14.00% | ||||
Sales Revenue, Net [Member] | California [Member] | ||||||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 12 | 12 | 12 | 12 | ||
Percentage of revenue (in hundredths) | 10.10% | 9.00% | ||||
Sales Revenue, Net [Member] | North Carolina [Member] | ||||||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 9 | 9 | 9 | 9 | ||
Percentage of revenue (in hundredths) | 6.40% | 5.50% | ||||
Sales Revenue, Net [Member] | PENNSYLVANIA | ||||||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 7 | 7 | 7 | 7 | ||
Percentage of revenue (in hundredths) | 6.10% | 6.40% | ||||
Sales Revenue, Net [Member] | OREGON | ||||||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 10 | 10 | 10 | 10 | ||
Percentage of revenue (in hundredths) | 5.30% | 5.60% | ||||
Sales Revenue, Net [Member] | Utah [Member] | ||||||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 6 | 6 | 6 | 6 | ||
Percentage of revenue (in hundredths) | 4.40% | 5.50% | ||||
Sales Revenue, Net [Member] | Other [Member] | ||||||
Major Customers [Abstract] | ||||||
Number of Communities | Property | 65 | 65 | 65 | 65 | ||
Percentage of revenue (in hundredths) | 36.10% | 32.60% | ||||
Tenant for Holiday Portfolios [Member] | Sales Revenue, Net [Member] | ||||||
Major Customers [Abstract] | ||||||
Percentage of revenue (in hundredths) | 18.80% | 21.20% | 18.80% | 24.80% | ||
[1] | Primarily consists of corporate cash which is not directly attributable to the Company's reportable business segments. |
REAL ESTATE INVESTMENTS, Real E
REAL ESTATE INVESTMENTS, Real Estate Assets and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | $ 2,780,033 | $ 2,780,033 | $ 2,790,928 | ||
Accumulated depreciation | (197,510) | (197,510) | (129,788) | ||
Net real estate property | 2,582,523 | 2,582,523 | 2,661,140 | ||
Depreciation expense | 24,599 | $ 20,020 | 69,019 | $ 50,578 | |
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 321,634 | 321,634 | 308,917 | ||
Accumulated amortization | (242,671) | (242,671) | (166,714) | ||
Net real estate intangibles | 78,963 | 78,963 | 142,203 | ||
Amortization expense | 20,911 | 20,792 | 77,724 | 59,965 | |
Accretion of below market leases | 38 | $ 36 | 109 | $ 109 | |
Land [Member] | |||||
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 222,138 | 222,138 | 222,795 | ||
Accumulated depreciation | 0 | 0 | 0 | ||
Net real estate property | 222,138 | 222,138 | 222,795 | ||
Building and Improvements [Member] | |||||
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 2,437,056 | 2,437,056 | 2,455,170 | ||
Accumulated depreciation | (147,465) | (147,465) | (97,485) | ||
Net real estate property | 2,289,591 | 2,289,591 | 2,357,685 | ||
Furniture, Fixtures and Equipment [Member] | |||||
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 120,839 | 120,839 | 112,963 | ||
Accumulated depreciation | (50,045) | (50,045) | (32,303) | ||
Net real estate property | 70,794 | 70,794 | 80,660 | ||
Above/Below Market Lease Intangibles, Net [Member] | |||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 5,868 | 5,868 | 5,868 | ||
Accumulated amortization | (507) | (507) | (361) | ||
Net real estate intangibles | 5,361 | $ 5,361 | $ 5,507 | ||
Weighted Average Amortization Period | 53 years 6 months | 52 years 9 months 6 days | |||
In-Place Lease Intangibles [Member] | |||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 309,970 | $ 309,970 | $ 297,253 | ||
Accumulated amortization | (240,110) | (240,110) | (164,772) | ||
Net real estate intangibles | 69,860 | $ 69,860 | $ 132,481 | ||
Weighted Average Amortization Period | 2 years 7 months | 2 years 7 months 18 days | |||
Other Intangibles [Member] | |||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 5,796 | $ 5,796 | $ 5,796 | ||
Accumulated amortization | (2,054) | (2,054) | (1,581) | ||
Net real estate intangibles | $ 3,742 | $ 3,742 | $ 4,215 | ||
Weighted Average Amortization Period | 9 years 6 months | 9 years 5 months 6 days |
RECEIVABLES AND OTHER ASSETS,38
RECEIVABLES AND OTHER ASSETS, NET (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Number of properties held for sale | 2 | |||
Receivables and Other Assets [Abstract] | ||||
Escrows held by lenders | [1] | $ 29,790 | $ 19,694 | |
Other receivables | 3,284 | 2,996 | ||
Prepaid expenses | 4,051 | 4,828 | ||
Resident receivables, net | 2,770 | 2,594 | ||
Deferred tax assets, net | 9,043 | 8,757 | ||
Security deposits | 2,785 | 2,932 | ||
Income tax receivable | 1,339 | 1,920 | ||
Interest rate caps | 28 | 283 | ||
Assets held for sale | [2] | 9,357 | 0 | |
Other assets | 1,250 | 1,315 | ||
Total | 63,697 | $ 45,319 | ||
Allowance for Doubtful Accounts [Roll Forward] | ||||
Balance, beginning of period | 509 | $ 190 | ||
Provision for bad debt | 1,552 | 1,449 | ||
Write-offs, net of recoveries | (1,028) | (916) | ||
Balance, end of period | $ 1,033 | $ 723 | ||
[1] | 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. | |||
[2] | Represents two AL/MC properties in the Managed Properties segment classified as held for sale as of September 30, 2016. The balance primarily consists of the carrying value of buildings and land as of September 30, 2016. These properties were sold on October 31, 2016; see Note 15 for further information. |
DEFERRED FINANCING COSTS (Detai
DEFERRED FINANCING COSTS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Financing Costs, Net [Abstract] | ||
Gross carrying amount | $ 54,910 | $ 54,910 |
Accumulated amortization | (24,691) | (17,475) |
Total | $ 30,219 | $ 37,435 |
MORTGAGE NOTES PAYABLE, NET (De
MORTGAGE NOTES PAYABLE, NET (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Mortgage Notes Payable [Abstract] | |||||||
Outstanding Face Amount | $ 2,174,945 | $ 2,174,945 | $ 2,186,739 | ||||
Carrying value | [1] | 2,146,292 | $ 2,146,292 | 2,151,317 | |||
Weighted Average Maturity (Years) | 5 years 7 months | ||||||
Deferred financing costs | 30,219 | $ 30,219 | 37,435 | ||||
Loss on extinguishment of debt | 0 | $ 0 | 0 | $ 5,091 | |||
Prepayment required to achieve covenant compliance | 1,300 | 1,300 | |||||
Mortgage Notes Payable [Member] | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Deferred financing costs | 30,219 | 30,219 | 37,435 | ||||
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 | 2,192,611 | 2,192,611 | 2,217,464 | ||||
Mortgage Notes Payable [Member] | Fixed Rate [Member] | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Carrying value of collateral | 1,603,952 | 1,603,952 | 1,679,646 | ||||
Mortgage Notes Payable [Member] | Floating Rate [Member] | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Carrying value of collateral | 1,057,040 | $ 1,057,040 | 1,122,960 | ||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Basis spread on variable rate (in hundredths) | 3.30% | ||||||
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 | 605,442 | $ 605,442 | 607,437 | ||||
Carrying value | [1] | 601,813 | $ 601,813 | 603,460 | |||
Stated Interest Rate | 3.65% to 6.76% | ||||||
Weighted Average Maturity (Years) | 7 years 5 months | ||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Outstanding Face Amount | [2] | 731,064 | $ 731,064 | 731,318 | |||
Carrying value | [1],[2] | 724,174 | $ 724,174 | 723,554 | |||
Stated Interest Rate | [2] | 1M LIBOR + 2.20% to 1M LIBOR + 2.70% | |||||
Weighted Average Maturity (Years) | [2] | 5 years 2 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) | 2.70% | ||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans, Outstanding Face Amount of $345,467 | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Outstanding Face Amount | $ 345,467 | $ 345,467 | |||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans, Outstanding Face Amount of $345,467 | 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, Outstanding Face Amount of $345,467 | 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, Outstanding Face Amount $293,531 | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Outstanding Face Amount | $ 293,531 | $ 293,531 | |||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans, Outstanding Face Amount $293,531 | Through January 2019 [Member] | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Stated interest rate (in hundredths) | 3.80% | 3.80% | |||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Mortgage Loans, Outstanding Face Amount $293,531 | After January 2019 [Member] | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Stated interest rate (in hundredths) | 4.55% | 4.55% | |||||
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 | 3.80% | ||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 7.40% | ||||||
Mortgage Notes Payable [Abstract] | |||||||
Outstanding Face Amount | [3] | $ 686,439 | $ 686,439 | 695,984 | |||
Carrying value | [1],[3] | 669,210 | $ 669,210 | 673,732 | |||
Stated Interest Rate | [3] | 3.80% to 7.40% | |||||
Weighted Average Maturity (Years) | [3] | 5 years 6 months | |||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | |||||||
Mortgage Notes Payable [Abstract] | |||||||
Outstanding Face Amount | 152,000 | $ 152,000 | 152,000 | ||||
Carrying value | [1] | $ 151,095 | $ 151,095 | $ 150,571 | |||
Stated Interest Rate | 3M LIBOR + 3.00% to 3M LIBOR + 3.25% | ||||||
Weighted Average Maturity (Years) | 1 year 2 months | ||||||
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] | The totals are reported net of deferred financing costs of $30,219 and $37,435 as of September 30, 2016 and December 31, 2015, respectively. | ||||||
[2] | All of these loans have LIBOR caps that range between 3.30% and 3.80% as of September 30, 2016. | ||||||
[3] | Includes loans with an outstanding face amount of $345,467 and $293,531, as of September 30, 2016, for which the Company bought down the interest rates to 4.00% and 3.80%, respectively, through January 2019. The interest rates will increase to 4.99% and 4.55%, respectively, thereafter. |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Derivative Instruments [Abstract] | |||||
Outstanding notional amount | $ 731,092 | $ 731,092 | $ 731,318 | ||
Fair value | $ 28 | $ 28 | $ 283 | ||
LIBOR [Member] | Minimum [Member] | |||||
Derivative Instruments [Abstract] | |||||
Interest rate cap percentage | 3.30% | 3.30% | |||
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 | $ 8 | $ 357 | $ 255 | $ 837 |
ACCRUED EXPENSES AND OTHER LI42
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) $ in Thousands | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Accrued expenses and other liabilities [Line Items] | |||
Number of properties held for sale | 2 | ||
Disposal Group, Including Discontinued Operation, Liabilities | $ 120 | ||
Accounts Payable and Accrued Liabilities [Abstract] | |||
Security deposits payable | 56,741 | $ 54,669 | |
Accounts payable | 8,771 | 9,552 | |
Mortgage interest payable | 6,381 | 6,415 | |
Deferred community fees, net | 5,464 | 4,450 | |
Rent collected in advance | 3,210 | 3,937 | |
Property tax payable | 7,419 | 2,564 | |
Other liabilities | 18,814 | [1] | 7,586 |
Total | $ 106,800 | $ 89,173 | |
[1] | Includes liabilities held for sale of $120 related to two AL/MC properties classified as held for sale as of September 30, 2016. These properties were sold on October 31, 2016; see Note 15 for further information. |
TRANSACTIONS WITH AFFILIATES (D
TRANSACTIONS WITH AFFILIATES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 21 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
Management Agreements [Abstract] | ||||||
Management fees and incentive compensation to affiliate | $ 3,839 | $ 4,085 | $ 12,197 | $ 10,207 | ||
Due to affiliates | 10,786 | 10,786 | $ 10,786 | $ 9,644 | ||
Restructuring Costs | 141 | 805 | ||||
Property Management Agreements [Abstract] | ||||||
Property management fees | 5,015 | 4,267 | 14,650 | 11,023 | ||
Travel reimbursement costs | 92 | 92 | 276 | 277 | ||
Property-level payroll expenses | 26,418 | 23,249 | 78,262 | 59,630 | ||
Triple Net Lease Agreements [Abstract] | ||||||
Rental revenue | 28,240 | 28,259 | $ 84,723 | 82,661 | ||
Manager [Member] | ||||||
Management Agreements [Abstract] | ||||||
Management fee rate payable (in hundredths) | 1.50% | |||||
Management fees and incentive compensation to affiliate | 3,839 | 4,085 | $ 11,562 | 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% | |||||
Management Fees, Incentive Revenue | $ 635 | 0 | ||||
Reimbursement to manager for tasks and other services under the management agreement | 2,153 | 1,955 | 7,351 | 6,898 | ||
Manager [Member] | General and Administrative Expense [Member] | ||||||
Management Agreements [Abstract] | ||||||
Reimbursement to manager for tasks and other services under the management agreement | 1,843 | 1,330 | 6,115 | 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 | 310 | 625 | 1,236 | 2,292 | ||
Manager [Member] | Management Fees Under Management Agreement [Member] | ||||||
Management Agreements [Abstract] | ||||||
Due to affiliates | 1,280 | 1,280 | 1,280 | 1,349 | ||
Manager [Member] | Reimbursement of Property-Level Payroll Expenses Under Property Management Agreement [Member] | ||||||
Management Agreements [Abstract] | ||||||
Due to affiliates | 1,473 | 1,473 | 1,473 | 1,518 | ||
Property Managers [Member] | Property Management Fees Under Property Management Agreement [Member] | ||||||
Management Agreements [Abstract] | ||||||
Due to affiliates | 1,712 | 1,712 | 1,712 | 1,689 | ||
Property Managers [Member] | Reimbursement of Property-Level Payroll Expenses Under Property Management Agreement [Member] | ||||||
Management Agreements [Abstract] | ||||||
Due to affiliates | 6,321 | 6,321 | $ 6,321 | $ 5,088 | ||
Managed Properties [Member] | ||||||
Triple Net Lease Agreements [Abstract] | ||||||
Rental revenue | 0 | 0 | $ 0 | 0 | ||
Managed Properties [Member] | Blue Harbor and Holiday [Member] | Assisted Living and 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] | ||||||
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 | 28,240 | 28,259 | $ 84,723 | 82,661 | ||
Triple Net Lease Properties [Member] | Holiday [Member] | ||||||
Triple Net Lease Agreements [Abstract] | ||||||
Rental revenue | $ 17,754 | $ 16,989 | $ 53,262 | $ 50,968 | ||
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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Current | |||||
Federal | $ 95 | $ 0 | $ 95 | $ 0 | |
State and local | 101 | 83 | 222 | 187 | |
Total current provision | 196 | 83 | 317 | 187 | |
Deferred | |||||
Federal | 529 | (427) | (269) | (537) | |
State and local | 57 | (34) | (17) | 6 | |
Total deferred provision | 586 | (461) | (286) | (531) | |
Total (benefit) expense for income taxes | 782 | $ (378) | 31 | $ (344) | |
Deferred tax assets: | |||||
Prepaid fees and rent | 1,857 | 1,857 | $ 1,976 | ||
Net operating losses | 3,858 | 3,858 | 5,175 | ||
Deferred rent | 3,590 | 3,590 | 2,063 | ||
Tax credits | 95 | 95 | 26 | ||
Other | 180 | 180 | 70 | ||
Total deferred tax assets | 9,580 | 9,580 | 9,310 | ||
Less valuation allowance | 0 | 0 | 0 | ||
Net deferred tax assets | 9,580 | 9,580 | 9,310 | ||
Deferred tax liabilities: | |||||
Depreciation and amortization | 537 | 537 | 553 | ||
Total deferred tax liabilities | $ 537 | $ 537 | $ 553 |
EQUITY (Details)
EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 07, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 17, 2015 |
Equity [Abstract] | |||||
Average price per share for tender offer | $ 9 | ||||
Stock Issued During Period, Shares, Issued for Services | 13,029 | 13,029 | |||
Repurchase of common stock (in shares) | 3,333,333 | ||||
Repurchase of common stock | $ (30,884) | $ 0 | |||
Authorized amount for tender offer | $ 30,000 | ||||
Fortress Investment Group, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock outstanding | 1,302,720 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Capital Improvement and Repair Commitments [Abstract] | ||
Funding for capital improvements | $ 1,266 | $ 2,003 |
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 | 3,851 | |
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 | |
Funding for capital improvements | $ 334 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Oct. 31, 2016$ / shares | Jul. 07, 2016shares | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / shares |
Subsequent Event [Line Items] | |||||||
Real Estate Investments, Net | $ 9,312,000 | $ 9,312,000 | |||||
Early Repayment of Notes Payable | $ 0 | $ 304,484,000 | |||||
Dividends Declared Per Share of Common Stock | $ / shares | $ 0.26 | $ 0 | $ 0.78 | $ 0.49 | |||
Stock Issued During Period, Shares, Issued for Services | shares | 13,029 | 13,029 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of properties sold | 2 | 2 | |||||
Early Repayment of Notes Payable | $ 13,725,000 | ||||||
Termination Fee | 1,800,000 | ||||||
Proceeds from Sale of Real Estate | 22,975,000 | ||||||
Gains (Losses) on Sales of Investment Real Estate | $ 13,000 | ||||||
Dividends Declared Per Share of Common Stock | $ / shares | $ 0.26 |