Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
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 | 82,148,869 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Real estate investments: | ||
Land | $ 182,238 | $ 220,317 |
Buildings, improvements and other | 2,324,798 | 2,552,862 |
Accumulated depreciation | (254,523) | (218,968) |
Net real estate property | 2,252,513 | 2,554,211 |
Acquired lease and other intangible assets | 264,438 | 319,929 |
Accumulated amortization | (239,090) | (255,452) |
Net real estate intangibles | 25,348 | 64,477 |
Net real estate investments | 2,277,861 | 2,618,688 |
Cash and cash equivalents | 48,379 | 58,048 |
Straight-line rent receivables | 87,285 | 73,758 |
Assets held for sale | 232,489 | 10,824 |
Receivables and other assets, net | 61,003 | 60,410 |
Total Assets | 2,707,017 | 2,821,728 |
Liabilities | ||
Mortgage notes payable, net | 2,089,438 | 2,130,387 |
Due to affiliates | 15,568 | 11,623 |
Accrued expenses and other liabilities | 108,288 | 100,823 |
Total Liabilities | 2,213,294 | 2,242,833 |
Commitments and contingencies (Note 14) | ||
Equity | ||
Preferred Stock $0.01 par value, 100,000,000 shares authorized and none issued or outstanding as of both September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock $0.01 par value, 2,000,000,000 shares authorized, 82,148,869 and 82,127,247 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 821 | 821 |
Additional paid-in capital | 898,132 | 897,918 |
Accumulated deficit | (405,230) | (319,844) |
Total Equity | 493,723 | 578,895 |
Total Liabilities and Equity | $ 2,707,017 | $ 2,821,728 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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) | 82,148,869 | 82,127,247 |
Common stock, shares outstanding (in shares) | 82,148,869 | 82,127,247 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Revenues | |||||
Resident fees and services | $ 84,708 | $ 90,217 | $ 257,473 | $ 270,220 | |
Rental revenue | 28,247 | 28,240 | 84,741 | 84,723 | |
Total revenues | 112,955 | 118,457 | 342,214 | 354,943 | |
Expenses | |||||
Property operating expense | 58,609 | 61,354 | 176,861 | 182,585 | |
Depreciation and amortization | 35,126 | 45,510 | 108,587 | 146,743 | |
Interest expense | 23,898 | 23,065 | 70,469 | 68,658 | |
Acquisition, transaction and integration expense | 675 | 364 | 1,469 | 1,770 | |
Management fees and incentive compensation to affiliate | 3,824 | 3,839 | 14,402 | 12,197 | |
General and administrative expense | 3,958 | 3,676 | 11,695 | 11,600 | |
Loss on extinguishment of debt | 0 | 0 | 672 | 0 | |
Other expense | 1,484 | 108 | 1,645 | 806 | |
Total expenses | 127,574 | 137,916 | 385,800 | 424,359 | |
Gain on sale of real estate | 0 | 0 | 22,546 | 0 | |
Loss before income taxes | (14,619) | (19,459) | (21,040) | (69,416) | |
Income tax (benefit) expense | (80) | 782 | 273 | 31 | |
Net loss | $ (14,539) | $ (20,241) | $ (21,313) | $ (69,447) | |
Earnings per share, basic and diluted | [1] | $ (0.18) | $ (0.25) | $ (0.26) | $ (0.84) |
Weighted average number of shares outstanding, basic and diluted | [2] | 82,148,869 | 82,126,397 | 82,144,090 | 82,434,609 |
Weighted average number of shares of common stock outstanding | |||||
Dividends declared per share of common stock | $ 0.26 | $ 0.26 | $ 0.78 | $ 0.78 | |
Triple Net Lease Properties [Member] | |||||
Revenues | |||||
Resident fees and services | $ 0 | $ 0 | $ 0 | $ 0 | |
Rental revenue | 28,247 | 28,240 | 84,741 | 84,723 | |
Expenses | |||||
Property operating expense | 0 | 0 | 0 | 0 | |
Managed Properties [Member] | |||||
Revenues | |||||
Resident fees and services | 84,708 | 90,217 | 257,473 | 270,220 | |
Rental revenue | 0 | 0 | 0 | 0 | |
Expenses | |||||
Property operating expense | $ 58,609 | $ 61,354 | $ 176,861 | $ 182,585 | |
[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, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Accumulated Deficit [Member] | Additional Paid-in Capital [Member] |
Equity at Dec. 31, 2016 | $ 578,895 | $ 821 | $ (319,844) | $ 897,918 |
Equity (in shares) at Dec. 31, 2016 | 82,127,247 | 82,127,247 | ||
Increase (Decrease) in Equity [Roll Forward] | ||||
Dividends declared | $ (64,073) | $ 0 | (64,073) | 0 |
Director’s shares issued | 21,622 | |||
Director’s shares issued, value | $ 214 | 0 | 0 | 214 |
Net loss | (21,313) | 0 | (21,313) | 0 |
Equity at Sep. 30, 2017 | $ 493,723 | $ 821 | $ (405,230) | $ 898,132 |
Equity (in shares) at Sep. 30, 2017 | 82,148,869 | 82,148,869 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities | ||
Net loss | $ (21,313) | $ (69,447) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation of tangible assets and amortization of intangible assets | 108,698 | 146,852 |
Amortization of deferred financing costs | 6,997 | 7,216 |
Amortization of deferred revenue, net | 219 | 1,995 |
Amortization of premium on mortgage notes payable | (456) | (447) |
Non-cash straight line rent | (13,527) | (16,463) |
Gain on sale of real estate | (22,546) | 0 |
Loss on extinguishment of debt | 672 | 0 |
Equity-based compensation | 75 | 144 |
Provision for uncollectible receivables | 1,719 | 1,552 |
Other non-cash expense | 1,221 | 665 |
Changes in: | ||
Receivables and other assets, net | (7,916) | (8,647) |
Due to affiliates | 3,945 | 1,142 |
Accrued expenses and other liabilities | 7,304 | 15,124 |
Net cash provided by operating activities | 65,092 | 79,686 |
Cash Flows From Investing Activities | ||
Proceeds from the sale of real estate, net | 47,354 | 0 |
Capital expenditures, net of insurance proceeds | (14,476) | (15,753) |
Reimbursements (escrows) for capital expenditures, net | (4,596) | (1,266) |
Deposits refunded for real estate investments | 0 | (584) |
Net cash provided by (used in) investing activities | 37,474 | (16,435) |
Cash Flows From Financing Activities | ||
Principal payments of mortgage notes payable | (19,304) | (11,794) |
Repayments of mortgage notes payable | (27,968) | 0 |
Payment of exit fee on extinguishment of debt | (311) | 0 |
Payment of deferred financing costs | (579) | 0 |
Payment of common stock dividend | (64,073) | (64,059) |
Repurchase of common stock | 0 | (30,884) |
Net cash used in financing activities | (112,235) | (106,737) |
Net decrease in cash and cash equivalents | (9,669) | (43,486) |
Cash and cash equivalents, beginning of period | 58,048 | 116,881 |
Cash and cash equivalents, end of period | 48,379 | 73,395 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid during the period for interest expense | 63,860 | 61,932 |
Cash paid during the period for income taxes | 274 | 266 |
Issuance of common stock | $ 214 | $ 139 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 , New Senior owned a diversified portfolio of 148 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 90 of its properties on a day-to-day basis under the Managed Properties segment. These properties consist of 51 independent living (“IL”) facilities and 39 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”), Thrive Senior Living LLC (“Thrive”), Grace Management, Inc. (“Grace”) and Watermark Retirement Communities, Inc. (“Watermark”), 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, i) a property management fee based on a percentage of net operating income and ii) when eligible, an incentive fee based on operating performance, 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 maintenance, utilities, taxes, insurance, repairs, capital improvements 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, 2017 | |
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. 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 Company’s consolidated financial statements and notes thereto included on Form 10-K for the year ended December 31, 2016 , as filed with the SEC. 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. Significant Accounting Policies There were no material changes to the Company’s significant accounting policies disclosed in the Company’s Form 10-K for the year ended December 31, 2016 . 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. While this ASU specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate. 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. To date the Company’s assessment efforts include the identification of various revenue streams within the scope of the guidance and the evaluation of certain revenue contracts with residents. The Company continues to evaluate the standard and related clarifying guidance issued by the FASB. Currently, the Company expects to adopt the standard under the modified retrospective approach. Although the Company’s evaluation of the guidance is ongoing, it does not expect the adoption to have a material impact on its consolidated financial statements as a substantial portion of its revenue consists of rental income from leasing arrangements, which is excluded from ASU 2014-09. Upon adoption, the Company anticipates that it will be required to disclose both quantitative and qualitative information about its performance obligations identified based on contracts with customers and to separately disclose the components of its total revenue between lease and non-lease components. The Company’s implementation plan includes drafting revised disclosures in accordance with the new standard, calculating the cumulative effect adjustment to be recorded upon adoption, and implementing changes to internal control policies and procedures. 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 continues to assess the guidance and the impact it may have on its consolidated financial statements and has initiated a review to identify non-lease components, if any, in its lease agreements. 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 November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230) - Restricted Cash , related to the classification of restricted cash on the statement of cash flows. This ASU requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. 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 is assessing the impact this guidance may have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805) - Clarifying the Definition of a Business. This standard narrows the FASB’s definition of a business and provides a framework that assists entities with making reasonable judgments about whether a transaction involves an asset or business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. 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 ASU is to be applied prospectively and upon adoption the Company expects that the majority of its acquisitions will be deemed asset acquisitions which will result in the capitalization of related third party transaction costs. |
DISPOSITIONS AND ASSETS HELD FO
DISPOSITIONS AND ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2017 | |
Dispositions [Abstract] | |
DISPOSITIONS AND ASSETS HELD FOR SALE | DISPOSITIONS AND ASSETS HELD FOR SALE Dispositions On January 31, 2017, the Company sold two AL/MC properties in the Managed Properties segment for consideration of $ 14,956 , net of selling costs, and recognized a gain on sale of $ 4,199 which is included in “Gain on sale of real estate” in the Consolidated Statements of Operations. In connection with this sale, the Company repaid $ 14,730 of debt. On June 15, 2017, the Company sold two IL properties in the Managed Properties segment for consideration of $ 32,398 , net of selling costs, and recognized a gain on sale of $ 18,347 which is included in “Gain on sale of real estate” in the Consolidated Statements of Operations. In connection with this sale, the Company repaid $ 13,238 of debt. Assets Held for Sale As of September 30, 2017 , nine AL/MC properties in the Managed Properties segment were classified as held for sale with a carrying value of $ 98,172 , which primarily consists of real estate assets of $ 97,711 . Liabilities related to assets held for sale of $ 1,216 are included in “Accrued expenses and other liabilities” in the Consolidated Balance Sheets. These properties were sold on November 1, 2017; see Note 15 for further information. Additionally, as of September 30, 2017 , six properties ( four CCRC, one IL and one ALMC) in the Triple Net Lease Properties segment were classified as held for sale with a carrying value of $ 134,317 , all of which consists of real estate assets. The Company expects this sale to close during the fourth quarter of 2017. As of December 31, 2016 , two AL/MC properties in the Managed Properties segment were classified as held for sale with a carrying value of $ 10,824 , which primarily consists of real estate assets. These properties were sold on January 31, 2017. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING As of September 30, 2017 , 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 maintenance, utilities, taxes, insurance, repairs, capital improvements and the payroll expense of property-level employees. The Company evaluates performance of the combined properties in each reportable business segment based on segment NOI. The Company defines NOI as total revenues less property-level operating expenses, which include property management fees and travel cost reimbursements. 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. Depreciation and amortization, interest expense, acquisition, transaction and integration expense, management fees and incentive compensation to affiliate, general and administrative expense, loss on extinguishment of debt, other expense (income), gain on sale of real estate and income tax expense (benefit) are not allocated to individual segments for purposes of assessing segment performance. There are no intersegment sales or transfers. Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Triple Net Lease Properties Managed Properties Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 84,708 $ 84,708 $ — $ 90,217 $ 90,217 Rental revenue 28,247 — 28,247 28,240 — 28,240 Less: Property operating expense — 58,609 58,609 — 61,354 61,354 Segment NOI $ 28,247 $ 26,099 $ 54,346 $ 28,240 $ 28,863 $ 57,103 Depreciation and amortization 35,126 45,510 Interest expense 23,898 23,065 Acquisition, transaction and integration expense 675 364 Management fees and incentive compensation to affiliate 3,824 3,839 General and administrative expense 3,958 3,676 Other expense 1,484 108 Total expenses 68,965 76,562 Loss before income taxes (14,619 ) (19,459 ) Income tax (benefit) expense (80 ) 782 Net loss $ (14,539 ) $ (20,241 ) Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Triple Net Lease Properties Managed Properties Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 257,473 $ 257,473 $ — $ 270,220 $ 270,220 Rental revenue 84,741 — 84,741 84,723 — 84,723 Less: Property operating expense — 176,861 176,861 — 182,585 182,585 Segment NOI $ 84,741 $ 80,612 $ 165,353 $ 84,723 $ 87,635 $ 172,358 Depreciation and amortization 108,587 146,743 Interest expense 70,469 68,658 Acquisition, transaction and integration expense 1,469 1,770 Management fees and incentive compensation to affiliate 14,402 12,197 General and administrative expense 11,695 11,600 Loss on extinguishment of debt 672 — Other expense 1,645 806 Total expenses 208,939 241,774 Gain on sale of real estate 22,546 — Loss before income taxes (21,040 ) (69,416 ) Income tax expense 273 31 Net loss $ (21,313 ) $ (69,447 ) 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, 2017 December 31, 2016 Assets: Amount Percentage Amount Percentage Triple Net Lease Properties $ 1,141,451 42.2 % $ 1,151,102 40.8 % Managed Properties 1,544,192 57.0 % 1,639,726 58.1 % All other assets (A) 21,374 0.8 % 30,900 1.1 % Total assets $ 2,707,017 100.0 % $ 2,821,728 100.0 % (A) Primarily consists of corporate cash and deferred tax assets which are not directly attributable to the Company’s reportable business segments. Rental revenue attributable to our triple net leases with Holiday accounted for 19.7% and 18.8% of the Company’s total revenues for the three months ended September 30, 2017 and 2016 , respectively, and 19.5% and 18.8% for the nine months ended September 30, 2017 and 2016 , respectively. The following table presents the percentage of total revenues by geographic location: Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Number of Communities % of Total Revenue Number of Communities % of Total Revenue Florida 24 19.0 % 26 19.7 % Texas 19 12.2 % 19 11.9 % California 11 10.0 % 12 10.1 % North Carolina 9 6.5 % 9 6.4 % Pennsylvania 7 6.0 % 7 6.1 % Oregon 9 4.9 % 10 5.3 % Utah 6 4.1 % 6 4.4 % Other 63 37.3 % 65 36.1 % Total 148 100.0 % 154 100.0 % |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 182,238 $ — $ 182,238 $ 220,317 $ — $ 220,317 Building and improvements 2,214,596 (192,815 ) 2,021,781 2,430,658 (163,670 ) 2,266,988 Furniture, fixtures and equipment 110,202 (61,708 ) 48,494 122,204 (55,298 ) 66,906 Total real estate investments $ 2,507,036 $ (254,523 ) $ 2,252,513 $ 2,773,179 $ (218,968 ) $ 2,554,211 Depreciation expense was $ 23,616 and $ 24,599 for the three months ended September 30, 2017 and 2016 , respectively, and $ 70,353 and $ 69,019 for the nine months ended September 30, 2017 and 2016 , respectively. The following table summarizes the Company’s real estate intangibles: September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Amortization Period Above/below market lease intangibles, net $ 5,049 $ (527 ) $ 4,522 59.9 years $ 5,868 $ (556 ) $ 5,312 53.7 years In-place lease intangibles 253,593 (235,878 ) 17,715 2.8 years 308,265 (252,684 ) 55,581 2.7 years Other intangibles 5,796 (2,685 ) 3,111 9.7 years 5,796 (2,212 ) 3,584 9.5 years Total intangibles $ 264,438 $ (239,090 ) $ 25,348 $ 319,929 $ (255,452 ) $ 64,477 Amortization expense was $ 11,510 and $ 20,911 for the three months ended September 30, 2017 and 2016 , respectively, and $ 38,234 and $ 77,724 for the nine months ended September 30, 2017 and 2016 , respectively. Additionally, amortization of above/below market leases was $ 37 and $ 38 for the three months ended September 30, 2017 and 2016 , respectively, and $ 111 and $ 109 for the nine months ended September 30, 2017 and 2016 , respectively, and is reported as a net reduction to “Rental revenue” in the Consolidated Statements of Operations. The Company evaluated long-lived assets, primarily consisting of the Company’s real estate investments, for impairment indicators. In performing this evaluation, market conditions and the Company’s current intentions with respect to holding or disposing of the asset are considered. Where indicators of impairment are present, the Company evaluated whether the sum of the expected future undiscounted cash flows is less than book value. Based on such assessment, the future undiscounted cash flows of the underlying operations exceeds the carrying value of such real estate investments, including definite lived intangible assets. Therefore, no impairment loss was recognized by the Company during the periods presented. Impact from Hurricane Irma The Company has completed an initial assessment of the financial impact of Hurricane Irma. The Company operates 25 communities in areas impacted by Hurricane Irma. These communities have not sustained material damage to date. During the third quarter of 2017, the Company recognized $ 1,512 for damage remediation and other incremental costs which are included in “Other expense” in the Consolidated Statements of Operations. The Company does not expect additional remediation costs in subsequent periods to be material. |
STRAIGHT-LINE RENT RECEIVABLES
STRAIGHT-LINE RENT RECEIVABLES | 9 Months Ended |
Sep. 30, 2017 | |
STRAIGHT-LINE RENT RECEIVABLES [Abstract] | |
STRAIGHT-LINE RENT RECEIVABLES | STRAIGHT-LINE RENT RECEIVABLES 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. The Company’s straight-line rent receivable was $ 87,285 and $ 73,758 as of September 30, 2017 and December 31, 2016 , respectively. The Company assesses the collectability of straight-line rent receivables on an ongoing basis. This assessment is based on several qualitative and quantitative factors, including and as appropriate, the payment history of the triple net lease tenant, the tenant’s ability to satisfy its lease obligations, the value of the underlying collateral or deposit, if any, and current economic conditions. The Company considered the timeliness of lease payments, compliance with lease terms, security and other deposits posted by the tenants and collateral provided by the lease guarantors and determined no reserve was necessary for the periods presented. |
RECEIVABLES AND OTHER ASSETS, N
RECEIVABLES AND OTHER ASSETS, NET | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
RECEIVABLES AND OTHER ASSETS, NET | RECEIVABLES AND OTHER ASSETS, NET September 30, 2017 December 31, 2016 Escrows held by lenders (A) $ 38,499 $ 36,231 Prepaid expenses 2,994 3,617 Resident receivables, net 3,014 3,085 Deferred tax assets, net 8,608 8,660 Security deposits 3,218 3,238 Income tax receivable 908 1,313 Other assets and receivables 3,762 4,266 Total receivables and other assets $ 61,003 $ 60,410 (A) Represents amounts held by lenders in tax, insurance, replacement reserve and other escrow accounts that are related to mortgage notes collateralized by New Senior’s properties. The following table summarizes the allowance for doubtful accounts and the related provision for uncollectible receivables: Nine Months Ended September 30, 2017 2016 Balance, beginning of period $ 976 $ 509 Provision for uncollectible receivables 1,719 1,552 Write-offs, net of recoveries (1,710 ) (1,028 ) Balance, end of period $ 985 $ 1,033 The provision for resident receivables and related write-offs are included in “Property operating expense” in the Consolidated Statements of Operations. |
MORTGAGE NOTES PAYABLE, NET
MORTGAGE NOTES PAYABLE, NET | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
MORTGAGE NOTES PAYABLE, NET | MORTGAGE NOTES PAYABLE, NET September 30, 2017 December 31, 2016 Outstanding Face Amount Carrying Value (A) Maturity Date Stated Interest Rate Weighted Average Maturity (Years) Outstanding Face Amount Carrying Value (A) Managed Properties Fixed Rate $ 602,639 $ 599,465 Dec 2018 - Sep 2025 3.65% to 6.76% 6.4 $ 604,749 $ 601,232 Floating Rate (B) 684,038 678,133 Oct 2020 - May 2022 1M LIBOR + 2.20% to 1M LIBOR + 2.70% 4.3 717,254 710,672 Triple Net Lease Properties Fixed Rate (C) 673,099 662,450 Jan 2021 - Jan 2024 3.80% to 7.40% 4.6 683,137 667,579 Floating Rate 149,725 149,390 Apr 2018 - Oct 2018 3M LIBOR + 3.00% to 3M LIBOR +3.25% 0.9 151,634 150,904 Total $ 2,109,501 $ 2,089,438 4.7 $ 2,156,774 $ 2,130,387 (A) The totals are reported net of deferred financing costs of $ 21,018 and $ 27,797 as of September 30, 2017 and December 31, 2016 , respectively. (B) All of these loans have LIBOR caps that range between 3.30% and 3.80% as of September 30, 2017 . (C) Includes loans with an outstanding face amount of $ 338,582 and $ 287,974 , as of September 30, 2017 , 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. During the nine months ended September 30, 2017 , the Company repaid $ 27,968 of debt associated with the sale of four properties in the Managed Properties segment and recognized a loss on extinguishment of debt of $ 672 , which represents the write-off of related unamortized deferred financing costs and other exit fees. During April 2017, the Company exercised an option to extend a floating rate debt balloon payment of approximately $ 98,000 from October 2017 to October 2018. The carrying value of the collateral relating to the fixed rate and floating rate mortgages was $ 1,550,147 and $ 959,693 as of September 30, 2017 , respectively, and $1,600,019 and $1,018,245 as of December 31, 2016 , respectively. The Company’s mortgage notes payable contain various customary financial and other covenants, in some cases including Debt Service Coverage Ratio and Project Yield, as defined in the agreements. The Company was in compliance with the covenants in its mortgage notes payable agreements as of September 30, 2017 . The fair values of mortgage notes payable as of September 30, 2017 and December 31, 2016 was $ 2,095,399 and $2,137,097 , 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, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS As of September 30, 2017 , 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 $ 11 and $ 8 for the three months ended September 30, 2017 and 2016 , respectively, and $ 98 and $ 255 for the nine months ended September 30, 2017 and 2016 , 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, 2017 December 31, 2016 Outstanding notional amount $ 730,753 $ 731,007 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 $ 17 $ 115 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | ACCRUED EXPENSES AND OTHER LIABILITIES September 30, 2017 December 31, 2016 Security deposits payable $ 60,717 $ 57,186 Escrow liabilities (A) 11,618 10,503 Accounts payable 9,122 10,398 Mortgage interest payable 6,718 6,671 Deferred community fees, net 5,148 5,257 Rent collected in advance 2,705 3,180 Property tax payable 6,347 3,877 Other liabilities 5,913 3,751 Total accrued expenses and other liabilities $ 108,288 $ 100,823 (A) Represents amounts held by lenders in tax, insurance, replacement reserve and other escrow accounts that are related to mortgage notes collateralized by New Senior’s triple net lease properties. |
TRANSACTIONS WITH AFFILIATES
TRANSACTIONS WITH AFFILIATES | 9 Months Ended |
Sep. 30, 2017 | |
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 Drive Shack Inc. (“Drive Shack”) (including cash contributed to the Company) as of the completion of the spin-off from Drive Shack, 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 $ 3,824 and $ 3,839 during the three months ended September 30, 2017 and 2016 , respectively, and $ 11,472 and $ 11,562 during the nine months ended September 30, 2017 and 2016 , 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, 2017 and December 31, 2016 , the Company had a payable for management fees of $ 2,549 and $ 1,280 , 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 Drive Shack 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, 2017 or 2016 . The Manager earned incentive compensation of $ 2,930 and $ 635 during the nine months ended September 30, 2017 and 2016 , respectively, which are included in “Management fees and incentive compensation to affiliate” in the Consolidated Statements of Operations. As of September 30, 2017 and December 31, 2016 , the Company had a payable for incentive compensation of $ 2,930 and $ 2,106 , respectively, which is included in “Due to affiliates” in the Consolidated Balance Sheets. 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, 2017 2016 2017 2016 Included in: General and administrative expense $ 1,723 $ 1,843 $ 5,630 $ 6,115 Acquisition, transaction and integration expense 494 310 1,144 1,236 Total reimbursements to the Manager $ 2,217 $ 2,153 $ 6,774 $ 7,351 As of September 30, 2017 and December 31, 2016 , the Company had a payable for Manager reimbursements of $ 2,059 and $ 1,046 , respectively, which is included in “Due to affiliates” in the Consolidated Balance Sheets. 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, 2017 and 2016 . 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, 2017 2016 2017 2016 Property management fees $ 4,523 $ 5,015 $ 14,156 $ 14,650 Travel reimbursement costs 77 92 242 276 Property-level payroll expenses 23,081 26,418 71,692 78,262 As of September 30, 2017 and December 31, 2016 , the Company had payables for property management fees of $ 1,565 and $ 1,676 , respectively, and property-level payroll expenses of $ 6,465 and $ 5,515 , 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 $ 18,553 and $ 17,754 for the three months ended September 30, 2017 and 2016 , respectively, and $ 55,659 and $ 53,262 for the nine months ended September 30, 2017 and 2016 , respectively. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
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 (benefit) provision for income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Current Federal $ — $ 95 $ — $ 95 State and local 67 101 221 222 Total current provision 67 196 221 317 Deferred Federal (60 ) 529 92 (269 ) State and local (87 ) 57 (40 ) (17 ) Total deferred (benefit) provision (147 ) 586 52 (286 ) Total (benefit) provision for income taxes $ (80 ) $ 782 $ 273 $ 31 The following table presents the significant components of deferred tax assets: September 30, 2017 December 31, 2016 Deferred tax assets: Prepaid fees and rent $ 1,666 $ 1,816 Net operating losses 5,002 4,386 Deferred rent 1,885 3,129 Tax credits 42 42 Other 145 113 Total deferred tax assets 8,740 9,486 Less valuation allowance — — Net deferred tax assets 8,740 9,486 Deferred tax liabilities: Depreciation and amortization 132 826 Total deferred tax liabilities 132 826 Total net deferred tax assets $ 8,608 $ 8,660 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, 2017 or December 31, 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, 2017 | |
Equity [Abstract] | |
EQUITY | EQUITY In January 2017 and June 2017, the Company issued an aggregate of 13,969 shares and 7,653 shares, respectively, of its common stock to its independent directors as compensation. In the first quarter of 2017, strike prices for outstanding options were reduced by $ 0.97 , reflecting the portion of the Company’s 2016 dividends which were deemed return of capital. As of September 30, 2017 , approximately 1.3 million 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, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES As of September 30, 2017 , 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 from its on-going business, as well as acquisitions, sales, leasing and other activities. These obligations and liabilities (including the costs associated with investigations, inquiries and litigation) may be greater than expected or may not be known to the Company in advance. Any such obligations or liabilities could have a material adverse effect on the Company’s financial position, cash flows and results of operations, particularly if the Company is not entitled to indemnification, or if a responsible third party fails to indemnify the Company. Certain Tax-Related Covenants If New Senior is treated as a successor to Drive Shack under applicable U.S. federal income tax rules, and if Drive Shack 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 Drive Shack (“Separation and Distribution Agreement”), Drive Shack (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 Drive Shack’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 Drive Shack’s taxable years ending on or before December 31, 2015 (unless Drive Shack obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the Internal Revenue Service (“IRS”) to the effect that Drive Shack’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, 2017 , 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 has agreed to make $ 11,500 and $ 1,000 available for capital improvements during the 15 year lease periods to the triple net lease properties under the Life Care Services Portfolio and Watermark, respectively, none of which has been funded as of September 30, 2017 . Upon funding these capital improvements, the Company will be entitled to a rent increase. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 (referred to as subsequent events) through the issuance of the consolidated financial statements. On November 1, 2017, the Company sold nine AL/MC properties in the Managed Properties segment for a purchase price of $ 109,500 and expects to recognize a gain on sale of approximately $ 7,000 . In connection with this sale, the Company repaid approximately $ 79,000 of debt. On November 2, 2017, 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, 2017 . The dividend is payable on December 22, 2017 to shareholders of record on December 8, 2017. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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. 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 Company’s consolidated financial statements and notes thereto included on Form 10-K for the year ended December 31, 2016 , as filed with the SEC. |
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. |
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. While this ASU specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate. 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. To date the Company’s assessment efforts include the identification of various revenue streams within the scope of the guidance and the evaluation of certain revenue contracts with residents. The Company continues to evaluate the standard and related clarifying guidance issued by the FASB. Currently, the Company expects to adopt the standard under the modified retrospective approach. Although the Company’s evaluation of the guidance is ongoing, it does not expect the adoption to have a material impact on its consolidated financial statements as a substantial portion of its revenue consists of rental income from leasing arrangements, which is excluded from ASU 2014-09. Upon adoption, the Company anticipates that it will be required to disclose both quantitative and qualitative information about its performance obligations identified based on contracts with customers and to separately disclose the components of its total revenue between lease and non-lease components. The Company’s implementation plan includes drafting revised disclosures in accordance with the new standard, calculating the cumulative effect adjustment to be recorded upon adoption, and implementing changes to internal control policies and procedures. 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 continues to assess the guidance and the impact it may have on its consolidated financial statements and has initiated a review to identify non-lease components, if any, in its lease agreements. 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 November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230) - Restricted Cash , related to the classification of restricted cash on the statement of cash flows. This ASU requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. 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 is assessing the impact this guidance may have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805) - Clarifying the Definition of a Business. This standard narrows the FASB’s definition of a business and provides a framework that assists entities with making reasonable judgments about whether a transaction involves an asset or business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. 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 ASU is to be applied prospectively and upon adoption the Company expects that the majority of its acquisitions will be deemed asset acquisitions which will result in the capitalization of related third party transaction costs. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |
Segment Reporting | Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Triple Net Lease Properties Managed Properties Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 84,708 $ 84,708 $ — $ 90,217 $ 90,217 Rental revenue 28,247 — 28,247 28,240 — 28,240 Less: Property operating expense — 58,609 58,609 — 61,354 61,354 Segment NOI $ 28,247 $ 26,099 $ 54,346 $ 28,240 $ 28,863 $ 57,103 Depreciation and amortization 35,126 45,510 Interest expense 23,898 23,065 Acquisition, transaction and integration expense 675 364 Management fees and incentive compensation to affiliate 3,824 3,839 General and administrative expense 3,958 3,676 Other expense 1,484 108 Total expenses 68,965 76,562 Loss before income taxes (14,619 ) (19,459 ) Income tax (benefit) expense (80 ) 782 Net loss $ (14,539 ) $ (20,241 ) Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Triple Net Lease Properties Managed Properties Consolidated Triple Net Lease Properties Managed Consolidated Revenues Resident fees and services $ — $ 257,473 $ 257,473 $ — $ 270,220 $ 270,220 Rental revenue 84,741 — 84,741 84,723 — 84,723 Less: Property operating expense — 176,861 176,861 — 182,585 182,585 Segment NOI $ 84,741 $ 80,612 $ 165,353 $ 84,723 $ 87,635 $ 172,358 Depreciation and amortization 108,587 146,743 Interest expense 70,469 68,658 Acquisition, transaction and integration expense 1,469 1,770 Management fees and incentive compensation to affiliate 14,402 12,197 General and administrative expense 11,695 11,600 Loss on extinguishment of debt 672 — Other expense 1,645 806 Total expenses 208,939 241,774 Gain on sale of real estate 22,546 — Loss before income taxes (21,040 ) (69,416 ) Income tax expense 273 31 Net loss $ (21,313 ) $ (69,447 ) 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, 2017 December 31, 2016 Assets: Amount Percentage Amount Percentage Triple Net Lease Properties $ 1,141,451 42.2 % $ 1,151,102 40.8 % Managed Properties 1,544,192 57.0 % 1,639,726 58.1 % All other assets (A) 21,374 0.8 % 30,900 1.1 % Total assets $ 2,707,017 100.0 % $ 2,821,728 100.0 % |
Percentage of Total Revenues by Geographic Location | The following table presents the percentage of total revenues by geographic location: Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Number of Communities % of Total Revenue Number of Communities % of Total Revenue Florida 24 19.0 % 26 19.7 % Texas 19 12.2 % 19 11.9 % California 11 10.0 % 12 10.1 % North Carolina 9 6.5 % 9 6.4 % Pennsylvania 7 6.0 % 7 6.1 % Oregon 9 4.9 % 10 5.3 % Utah 6 4.1 % 6 4.4 % Other 63 37.3 % 65 36.1 % Total 148 100.0 % 154 100.0 % |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Real Estate Investments | September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 182,238 $ — $ 182,238 $ 220,317 $ — $ 220,317 Building and improvements 2,214,596 (192,815 ) 2,021,781 2,430,658 (163,670 ) 2,266,988 Furniture, fixtures and equipment 110,202 (61,708 ) 48,494 122,204 (55,298 ) 66,906 Total real estate investments $ 2,507,036 $ (254,523 ) $ 2,252,513 $ 2,773,179 $ (218,968 ) $ 2,554,211 |
Real Estate Intangibles | The following table summarizes the Company’s real estate intangibles: September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Amortization Period Above/below market lease intangibles, net $ 5,049 $ (527 ) $ 4,522 59.9 years $ 5,868 $ (556 ) $ 5,312 53.7 years In-place lease intangibles 253,593 (235,878 ) 17,715 2.8 years 308,265 (252,684 ) 55,581 2.7 years Other intangibles 5,796 (2,685 ) 3,111 9.7 years 5,796 (2,212 ) 3,584 9.5 years Total intangibles $ 264,438 $ (239,090 ) $ 25,348 $ 319,929 $ (255,452 ) $ 64,477 |
RECEIVABLES AND OTHER ASSETS,25
RECEIVABLES AND OTHER ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Receivables and Other Assets, Net | September 30, 2017 December 31, 2016 Escrows held by lenders (A) $ 38,499 $ 36,231 Prepaid expenses 2,994 3,617 Resident receivables, net 3,014 3,085 Deferred tax assets, net 8,608 8,660 Security deposits 3,218 3,238 Income tax receivable 908 1,313 Other assets and receivables 3,762 4,266 Total receivables and other assets $ 61,003 $ 60,410 (A) Represents amounts held by lenders in tax, insurance, replacement reserve and other escrow accounts that are related to mortgage notes collateralized by New Senior’s properties. |
Allowance for Doubtful Accounts and Related Provision for Resident Receivables | The following table summarizes the allowance for doubtful accounts and the related provision for uncollectible receivables: Nine Months Ended September 30, 2017 2016 Balance, beginning of period $ 976 $ 509 Provision for uncollectible receivables 1,719 1,552 Write-offs, net of recoveries (1,710 ) (1,028 ) Balance, end of period $ 985 $ 1,033 |
MORTGAGE NOTES PAYABLE, NET (Ta
MORTGAGE NOTES PAYABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | September 30, 2017 December 31, 2016 Outstanding Face Amount Carrying Value (A) Maturity Date Stated Interest Rate Weighted Average Maturity (Years) Outstanding Face Amount Carrying Value (A) Managed Properties Fixed Rate $ 602,639 $ 599,465 Dec 2018 - Sep 2025 3.65% to 6.76% 6.4 $ 604,749 $ 601,232 Floating Rate (B) 684,038 678,133 Oct 2020 - May 2022 1M LIBOR + 2.20% to 1M LIBOR + 2.70% 4.3 717,254 710,672 Triple Net Lease Properties Fixed Rate (C) 673,099 662,450 Jan 2021 - Jan 2024 3.80% to 7.40% 4.6 683,137 667,579 Floating Rate 149,725 149,390 Apr 2018 - Oct 2018 3M LIBOR + 3.00% to 3M LIBOR +3.25% 0.9 151,634 150,904 Total $ 2,109,501 $ 2,089,438 4.7 $ 2,156,774 $ 2,130,387 (A) The totals are reported net of deferred financing costs of $ 21,018 and $ 27,797 as of September 30, 2017 and December 31, 2016 , respectively. (B) All of these loans have LIBOR caps that range between 3.30% and 3.80% as of September 30, 2017 . (C) Includes loans with an outstanding face amount of $ 338,582 and $ 287,974 , as of September 30, 2017 , 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, 2017 | |
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, 2017 December 31, 2016 Outstanding notional amount $ 730,753 $ 731,007 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 $ 17 $ 115 |
ACCRUED EXPENSES AND OTHER LI28
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | September 30, 2017 December 31, 2016 Security deposits payable $ 60,717 $ 57,186 Escrow liabilities (A) 11,618 10,503 Accounts payable 9,122 10,398 Mortgage interest payable 6,718 6,671 Deferred community fees, net 5,148 5,257 Rent collected in advance 2,705 3,180 Property tax payable 6,347 3,877 Other liabilities 5,913 3,751 Total accrued expenses and other liabilities $ 108,288 $ 100,823 (A) Represents amounts held by lenders in tax, insurance, replacement reserve and other escrow accounts that are related to mortgage notes collateralized by New Senior’s triple net lease properties. |
TRANSACTIONS WITH AFFILIATES Tr
TRANSACTIONS WITH AFFILIATES Transactions With Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 2016 2017 2016 Included in: General and administrative expense $ 1,723 $ 1,843 $ 5,630 $ 6,115 Acquisition, transaction and integration expense 494 310 1,144 1,236 Total reimbursements to the Manager $ 2,217 $ 2,153 $ 6,774 $ 7,351 |
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, 2017 2016 2017 2016 Property management fees $ 4,523 $ 5,015 $ 14,156 $ 14,650 Travel reimbursement costs 77 92 242 276 Property-level payroll expenses 23,081 26,418 71,692 78,262 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | The following table presents the (benefit) provision for income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Current Federal $ — $ 95 $ — $ 95 State and local 67 101 221 222 Total current provision 67 196 221 317 Deferred Federal (60 ) 529 92 (269 ) State and local (87 ) 57 (40 ) (17 ) Total deferred (benefit) provision (147 ) 586 52 (286 ) Total (benefit) provision for income taxes $ (80 ) $ 782 $ 273 $ 31 |
Deferred Tax Assets | The following table presents the significant components of deferred tax assets: September 30, 2017 December 31, 2016 Deferred tax assets: Prepaid fees and rent $ 1,666 $ 1,816 Net operating losses 5,002 4,386 Deferred rent 1,885 3,129 Tax credits 42 42 Other 145 113 Total deferred tax assets 8,740 9,486 Less valuation allowance — — Net deferred tax assets 8,740 9,486 Deferred tax liabilities: Depreciation and amortization 132 826 Total deferred tax liabilities 132 826 Total net deferred tax assets $ 8,608 $ 8,660 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 9 Months Ended |
Sep. 30, 2017segmentProperty | |
Organization [Abstract] | |
Number of Real Estate Properties | 148 |
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 | 90 |
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 | 51 |
Managed Properties [Member] | Assisted Living and Memory Care Properties [Member] | |
Organization [Abstract] | |
Number of Real Estate Properties | 39 |
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 |
DISPOSITIONS AND ASSETS HELD 32
DISPOSITIONS AND ASSETS HELD FOR SALE (Details) $ in Thousands | Jan. 31, 2017USD ($)Property | Sep. 30, 2017USD ($)Property | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Property | Sep. 30, 2016USD ($) | Jun. 15, 2017USD ($)Property | Dec. 31, 2016USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Assets held for sale | $ 232,489 | $ 232,489 | $ 10,824 | ||||||
Number of properties sold | Property | 2 | 4 | 4 | 2 | |||||
Total consideration received, net of selling costs | $ 14,956 | $ 32,398 | |||||||
Gain on sale of real estate | $ 4,199 | $ 0 | $ 18,347 | $ 0 | $ 22,546 | $ 0 | |||
Early repayment of debt | 27,968 | $ 0 | |||||||
Mortgages [Member] | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Early repayment of debt | $ 13,238 | $ 14,730 | 27,968 | ||||||
Managed Properties [Member] | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Assets held for sale | $ 98,172 | $ 98,172 | |||||||
Number of real estate properties held for sale | Property | 9 | 9 | |||||||
Real estate held for sale | $ 97,711 | $ 97,711 | |||||||
Liabilities held for sale | 1,216 | 1,216 | |||||||
Triple Net Lease Properties [Member] | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Assets held for sale | $ 134,317 | $ 134,317 | |||||||
Number of real estate properties held for sale | Property | 6 | 6 | |||||||
Triple Net Lease Properties [Member] | Continuing Care Retirement Communities [Member] | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Number of real estate properties held for sale | Property | 4 | 4 | |||||||
Triple Net Lease Properties [Member] | Independent Living Properties [Member] | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Number of real estate properties held for sale | Property | 1 | 1 | |||||||
Triple Net Lease Properties [Member] | Assisted Living and Memory Care Properties [Member] | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Number of real estate properties held for sale | Property | 1 | 1 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) $ in Thousands | Jan. 31, 2017USD ($) | Sep. 30, 2017USD ($)Property | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($)Property | Sep. 30, 2017USD ($)segmentProperty | Sep. 30, 2016USD ($)Property | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||||||
Number of reportable segments | segment | 2 | |||||||
Assets | $ 2,707,017 | $ 2,707,017 | $ 2,821,728 | |||||
Percentage of assets | 100.00% | 100.00% | 100.00% | |||||
Revenues | ||||||||
Resident fees and services | $ 84,708 | $ 90,217 | $ 257,473 | $ 270,220 | ||||
Rental revenue | 28,247 | 28,240 | 84,741 | 84,723 | ||||
Less: Property operating expense | 58,609 | 61,354 | 176,861 | 182,585 | ||||
Segment NOI | 54,346 | 57,103 | 165,353 | 172,358 | ||||
Depreciation and amortization | 35,126 | 45,510 | 108,587 | 146,743 | ||||
Interest expense | 23,898 | 23,065 | 70,469 | 68,658 | ||||
Acquisition, transaction and integration expense | 675 | 364 | 1,469 | 1,770 | ||||
Management fees and incentive compensation to affiliate | 3,824 | 3,839 | 14,402 | 12,197 | ||||
General and administrative expense | 3,958 | 3,676 | 11,695 | 11,600 | ||||
Loss on extinguishment of debt | 0 | 0 | 672 | 0 | ||||
Other expense | 1,484 | 108 | 1,645 | 806 | ||||
Total expenses | 68,965 | 76,562 | 208,939 | 241,774 | ||||
Gain on sale of real estate | $ 4,199 | 0 | $ 18,347 | 0 | 22,546 | 0 | ||
Loss before income taxes | (14,619) | (19,459) | (21,040) | (69,416) | ||||
Total (benefit) provision for income taxes | (80) | 782 | 273 | 31 | ||||
Net loss | $ (14,539) | (20,241) | $ (21,313) | (69,447) | ||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 148 | 148 | ||||||
Nonsegment and Other [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Assets | [1] | $ 21,374 | $ 21,374 | $ 30,900 | ||||
Percentage of assets | [1] | 0.80% | 0.80% | 1.10% | ||||
Triple Net Lease Properties [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Assets | $ 1,141,451 | $ 1,141,451 | $ 1,151,102 | |||||
Percentage of assets | 42.20% | 42.20% | 40.80% | |||||
Revenues | ||||||||
Resident fees and services | $ 0 | 0 | $ 0 | 0 | ||||
Rental revenue | 28,247 | 28,240 | 84,741 | 84,723 | ||||
Less: Property operating expense | 0 | 0 | 0 | 0 | ||||
Segment NOI | $ 28,247 | 28,240 | $ 84,741 | 84,723 | ||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 58 | 58 | ||||||
Managed Properties [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Assets | $ 1,544,192 | $ 1,544,192 | $ 1,639,726 | |||||
Percentage of assets | 57.00% | 57.00% | 58.10% | |||||
Revenues | ||||||||
Resident fees and services | $ 84,708 | 90,217 | $ 257,473 | 270,220 | ||||
Rental revenue | 0 | 0 | 0 | 0 | ||||
Less: Property operating expense | 58,609 | 61,354 | 176,861 | 182,585 | ||||
Segment NOI | $ 26,099 | $ 28,863 | $ 80,612 | $ 87,635 | ||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 90 | 90 | ||||||
Sales Revenue, Net [Member] | ||||||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 148 | 154 | 148 | 154 | ||||
Percentage of revenue (in hundredths) | 100.00% | 100.00% | ||||||
Sales Revenue, Net [Member] | Florida | ||||||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 24 | 26 | 24 | 26 | ||||
Percentage of revenue (in hundredths) | 19.00% | 19.70% | ||||||
Sales Revenue, Net [Member] | Texas | ||||||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 19 | 19 | 19 | 19 | ||||
Percentage of revenue (in hundredths) | 12.20% | 11.90% | ||||||
Sales Revenue, Net [Member] | California | ||||||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 11 | 12 | 11 | 12 | ||||
Percentage of revenue (in hundredths) | 10.00% | 10.10% | ||||||
Sales Revenue, Net [Member] | North Carolina | ||||||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 9 | 9 | 9 | 9 | ||||
Percentage of revenue (in hundredths) | 6.50% | 6.40% | ||||||
Sales Revenue, Net [Member] | Pennsylvania | ||||||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 7 | 7 | 7 | 7 | ||||
Percentage of revenue (in hundredths) | 6.00% | 6.10% | ||||||
Sales Revenue, Net [Member] | Oregon | ||||||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 9 | 10 | 9 | 10 | ||||
Percentage of revenue (in hundredths) | 4.90% | 5.30% | ||||||
Sales Revenue, Net [Member] | Utah | ||||||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 6 | 6 | 6 | 6 | ||||
Percentage of revenue (in hundredths) | 4.10% | 4.40% | ||||||
Sales Revenue, Net [Member] | Other | ||||||||
Major Customers [Abstract] | ||||||||
Number of Communities | Property | 63 | 65 | 63 | 65 | ||||
Percentage of revenue (in hundredths) | 37.30% | 36.10% | ||||||
Tenant for Holiday Portfolios [Member] | Sales Revenue, Net [Member] | ||||||||
Major Customers [Abstract] | ||||||||
Percentage of revenue (in hundredths) | 19.70% | 18.80% | 19.50% | 18.80% | ||||
[1] | Primarily consists of corporate cash and deferred tax assets which are 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) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($)Property | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Costs for damage remediation | $ 1,512 | ||||
Number of Damaged Properties | Property | 25 | ||||
Depreciation expense | $ 23,616 | $ 24,599 | $ 70,353 | $ 69,019 | |
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 2,507,036 | 2,507,036 | $ 2,773,179 | ||
Accumulated depreciation | (254,523) | (254,523) | (218,968) | ||
Net real estate property | 2,252,513 | 2,252,513 | 2,554,211 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 11,510 | 20,911 | 38,234 | 77,724 | |
Accretion of above/below market leases | 37 | $ 38 | 111 | $ 109 | |
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 264,438 | 264,438 | 319,929 | ||
Accumulated amortization | (239,090) | (239,090) | (255,452) | ||
Net real estate intangibles | 25,348 | 25,348 | 64,477 | ||
Land [Member] | |||||
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 182,238 | 182,238 | 220,317 | ||
Accumulated depreciation | 0 | 0 | 0 | ||
Net real estate property | 182,238 | 182,238 | 220,317 | ||
Building and Improvements [Member] | |||||
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 2,214,596 | 2,214,596 | 2,430,658 | ||
Accumulated depreciation | (192,815) | (192,815) | (163,670) | ||
Net real estate property | 2,021,781 | 2,021,781 | 2,266,988 | ||
Furniture, Fixtures and Equipment [Member] | |||||
Real Estate Investments, Net [Abstract] | |||||
Gross Carrying Amount | 110,202 | 110,202 | 122,204 | ||
Accumulated depreciation | (61,708) | (61,708) | (55,298) | ||
Net real estate property | 48,494 | 48,494 | 66,906 | ||
Above/Below Market Lease Intangibles, Net [Member] | |||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 5,049 | 5,049 | 5,868 | ||
Accumulated amortization | (527) | (527) | (556) | ||
Net real estate intangibles | 4,522 | $ 4,522 | $ 5,312 | ||
Weighted Average Remaining Amortization Period | 59 years 11 months | 53 years 8 months 6 days | |||
In-Place Lease Intangibles [Member] | |||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 253,593 | $ 253,593 | $ 308,265 | ||
Accumulated amortization | (235,878) | (235,878) | (252,684) | ||
Net real estate intangibles | 17,715 | $ 17,715 | $ 55,581 | ||
Weighted Average Remaining Amortization Period | 2 years 9 months | 2 years 8 months 18 days | |||
Other Intangibles [Member] | |||||
Real Estate Intangibles [Abstract] | |||||
Gross Carrying Amount | 5,796 | $ 5,796 | $ 5,796 | ||
Accumulated amortization | (2,685) | (2,685) | (2,212) | ||
Net real estate intangibles | $ 3,111 | $ 3,111 | $ 3,584 | ||
Weighted Average Remaining Amortization Period | 9 years 8 months | 9 years 6 months 6 days |
STRAIGHT-LINE RENT RECEIVABLES
STRAIGHT-LINE RENT RECEIVABLES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
STRAIGHT-LINE RENT RECEIVABLES [Abstract] | ||
Deferred Rent Receivables, Net | $ 87,285 | $ 73,758 |
RECEIVABLES AND OTHER ASSETS,36
RECEIVABLES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Receivables and Other Assets [Abstract] | ||||
Escrows held by lenders | [1] | $ 38,499 | $ 36,231 | |
Prepaid expenses | 2,994 | 3,617 | ||
Resident receivables, net | 3,014 | 3,085 | ||
Deferred tax assets, net | 8,608 | 8,660 | ||
Security deposits | 3,218 | 3,238 | ||
Income tax receivable | 908 | 1,313 | ||
Other assets and receivables | 3,762 | 4,266 | ||
Total receivables and other assets | 61,003 | $ 60,410 | ||
Allowance for Doubtful Accounts [Roll Forward] | ||||
Balance, beginning of period | 976 | $ 509 | ||
Provision for uncollectible receivables | 1,719 | 1,552 | ||
Write-offs, net of recoveries | (1,710) | (1,028) | ||
Balance, end of period | $ 985 | $ 1,033 | ||
[1] | Represents amounts held by lenders in tax, insurance, replacement reserve and other escrow accounts that are related to mortgage notes collateralized by New Senior’s properties. |
MORTGAGE NOTES PAYABLE, NET (De
MORTGAGE NOTES PAYABLE, NET (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2017USD ($)Property | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Property | Sep. 30, 2016USD ($) | Jun. 15, 2017Property | Apr. 13, 2017USD ($) | Jan. 31, 2017Property | Dec. 31, 2016USD ($) | ||
Mortgage Notes Payable [Abstract] | |||||||||||
Outstanding Face Amount | $ 2,109,501 | $ 2,109,501 | $ 2,156,774 | ||||||||
Carrying value | [1] | $ 2,089,438 | $ 2,089,438 | 2,130,387 | |||||||
Weighted Average Maturity (Years) | 4 years 8 months | ||||||||||
Early repayment of debt | $ 27,968 | $ 0 | |||||||||
Number of properties sold | Property | 4 | 4 | 2 | 2 | |||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 672 | $ 0 | |||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 98,000 | ||||||||||
Mortgage Notes Payable [Member] | |||||||||||
Mortgage Notes Payable [Abstract] | |||||||||||
Deferred financing costs | 21,018 | 21,018 | 27,797 | ||||||||
Early repayment of debt | $ 13,238 | $ 14,730 | 27,968 | ||||||||
Mortgage Notes Payable [Member] | Level 3 [Member] | |||||||||||
Mortgage Notes Payable [Abstract] | |||||||||||
Fair value of mortgage notes payable | 2,095,399 | 2,095,399 | 2,137,097 | ||||||||
Mortgage Notes Payable [Member] | Fixed Rate [Member] | |||||||||||
Mortgage Notes Payable [Abstract] | |||||||||||
Carrying value of collateral | 1,550,147 | 1,550,147 | 1,600,019 | ||||||||
Mortgage Notes Payable [Member] | Floating Rate [Member] | |||||||||||
Mortgage Notes Payable [Abstract] | |||||||||||
Carrying value of collateral | 959,693 | $ 959,693 | 1,018,245 | ||||||||
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] | |||||||||||
Mortgage Notes Payable [Abstract] | |||||||||||
Outstanding Face Amount | 602,639 | $ 602,639 | 604,749 | ||||||||
Carrying value | [1] | 599,465 | $ 599,465 | 601,232 | |||||||
Stated Interest Rate | 3.65% to 6.76% | ||||||||||
Weighted Average Maturity (Years) | 6 years 5 months | ||||||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate During Period | 3.65% | ||||||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate During Period | 6.76% | ||||||||||
Managed Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | |||||||||||
Mortgage Notes Payable [Abstract] | |||||||||||
Outstanding Face Amount | [2] | 684,038 | $ 684,038 | 717,254 | |||||||
Carrying value | [1],[2] | 678,133 | $ 678,133 | 710,672 | |||||||
Stated Interest Rate | [2] | 1M LIBOR + 2.20% to 1M LIBOR + 2.70% | |||||||||
Weighted Average Maturity (Years) | [2] | 4 years 4 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 | $ 338,582 | $ 338,582 | |||||||||
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 | $ 287,974 | $ 287,974 | |||||||||
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] | |||||||||||
Mortgage Notes Payable [Abstract] | |||||||||||
Outstanding Face Amount | [3] | $ 673,099 | $ 673,099 | 683,137 | |||||||
Carrying value | [1],[3] | 662,450 | $ 662,450 | 667,579 | |||||||
Stated Interest Rate | [3] | 3.80% to 7.40% | |||||||||
Weighted Average Maturity (Years) | [3] | 4 years 7 months | |||||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate During Period | 3.80% | ||||||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate During Period | 7.40% | ||||||||||
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | |||||||||||
Mortgage Notes Payable [Abstract] | |||||||||||
Outstanding Face Amount | 149,725 | $ 149,725 | 151,634 | ||||||||
Carrying value | [1] | $ 149,390 | $ 149,390 | $ 150,904 | |||||||
Stated Interest Rate | 3M LIBOR + 3.00% to 3M LIBOR +3.25% | ||||||||||
Weighted Average Maturity (Years) | 11 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 $21,018 and $27,797 as of September 30, 2017 and December 31, 2016, respectively. | ||||||||||
[2] | All of these loans have LIBOR caps that range between 3.30% and 3.80% as of September 30, 2017. | ||||||||||
[3] | Includes loans with an outstanding face amount of $338,582 and $287,974, as of September 30, 2017, for which the Company bought down the interest rates to 4.00% and 3.80%, respectively, through January 2019. The interest rates will increase to 4.99% and 4.55%, respectively, thereafter. |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Derivative Instruments [Abstract] | |||||
Outstanding notional amount | $ 730,753 | $ 730,753 | $ 731,007 | ||
Fair value | $ 17 | $ 17 | $ 115 | ||
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 | $ 11 | $ 8 | $ 98 | $ 255 |
ACCRUED EXPENSES AND OTHER LI39
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |||
Security deposits payable | $ 60,717 | $ 57,186 | |
Escrow Liabilities | [1] | 11,618 | 10,503 |
Accounts payable | 9,122 | 10,398 | |
Mortgage interest payable | 6,718 | 6,671 | |
Deferred community fees, net | 5,148 | 5,257 | |
Rent collected in advance | 2,705 | 3,180 | |
Property tax payable | 6,347 | 3,877 | |
Other liabilities | 5,913 | 3,751 | |
Total accrued expenses and other liabilities | $ 108,288 | $ 100,823 | |
[1] | Represents amounts held by lenders in tax, insurance, replacement reserve and other escrow accounts that are related to mortgage notes collateralized by New Senior’s triple net lease properties. |
TRANSACTIONS WITH AFFILIATES (D
TRANSACTIONS WITH AFFILIATES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Management Agreements [Abstract] | |||||
Management fees and incentive compensation to affiliate | $ 3,824 | $ 3,839 | $ 14,402 | $ 12,197 | |
Due to affiliates | 15,568 | 15,568 | $ 11,623 | ||
Management Fees, Incentive Revenue | 2,930 | 635 | |||
Property Management Agreements [Abstract] | |||||
Property management fees | 4,523 | 5,015 | 14,156 | 14,650 | |
Travel reimbursement costs | 77 | 92 | 242 | 276 | |
Property-level payroll expenses | 23,081 | 26,418 | 71,692 | 78,262 | |
Triple Net Lease Agreements [Abstract] | |||||
Rental revenue | 28,247 | 28,240 | $ 84,741 | 84,723 | |
Manager [Member] | |||||
Management Agreements [Abstract] | |||||
Management fee rate payable (in hundredths) | 1.50% | ||||
Management fees and incentive compensation to affiliate | 3,824 | 3,839 | $ 11,472 | 11,562 | |
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% | ||||
Reimbursement to manager for tasks and other services under the management agreement | 2,217 | 2,153 | $ 6,774 | 7,351 | |
Manager [Member] | General and Administrative Expense [Member] | |||||
Management Agreements [Abstract] | |||||
Reimbursement to manager for tasks and other services under the management agreement | 1,723 | 1,843 | 5,630 | 6,115 | |
Manager [Member] | Acquisition, Transaction and Integration Expense [Member] | |||||
Management Agreements [Abstract] | |||||
Reimbursement to manager for tasks and other services under the management agreement | 494 | 310 | 1,144 | 1,236 | |
Manager [Member] | Management Fees Under Management Agreement [Member] | |||||
Management Agreements [Abstract] | |||||
Due to affiliates | 2,549 | 2,549 | 1,280 | ||
Manager [Member] | Payable for Incentive Compensation [Member] | |||||
Management Agreements [Abstract] | |||||
Due to affiliates | 2,930 | 2,930 | 2,106 | ||
Manager [Member] | Reimbursement of Property-Level Payroll Expenses Under Property Management Agreement [Member] | |||||
Management Agreements [Abstract] | |||||
Due to affiliates | 2,059 | 2,059 | 1,046 | ||
Property Managers [Member] | Property Management Fees Under Property Management Agreement [Member] | |||||
Management Agreements [Abstract] | |||||
Due to affiliates | 1,565 | 1,565 | 1,676 | ||
Property Managers [Member] | Reimbursement of Property-Level Payroll Expenses Under Property Management Agreement [Member] | |||||
Management Agreements [Abstract] | |||||
Due to affiliates | 6,465 | 6,465 | $ 5,515 | ||
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 | 28,247 | 28,240 | $ 84,741 | 84,723 | |
Triple Net Lease Properties [Member] | Holiday [Member] | |||||
Triple Net Lease Agreements [Abstract] | |||||
Rental revenue | $ 18,553 | $ 17,754 | $ 55,659 | $ 53,262 | |
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Current | |||||
Federal | $ 0 | $ 95 | $ 0 | $ 95 | |
State and local | 67 | 101 | 221 | 222 | |
Total current provision | 67 | 196 | 221 | 317 | |
Deferred | |||||
Federal | (60) | 529 | 92 | (269) | |
State and local | (87) | 57 | (40) | (17) | |
Total deferred (benefit) provision | (147) | 586 | 52 | (286) | |
Total (benefit) provision for income taxes | (80) | $ 782 | 273 | $ 31 | |
Deferred tax assets: | |||||
Prepaid fees and rent | 1,666 | 1,666 | $ 1,816 | ||
Net operating losses | 5,002 | 5,002 | 4,386 | ||
Deferred rent | 1,885 | 1,885 | 3,129 | ||
Tax credits | 42 | 42 | 42 | ||
Other | 145 | 145 | 113 | ||
Total deferred tax assets | 8,740 | 8,740 | 9,486 | ||
Less valuation allowance | 0 | 0 | 0 | ||
Net deferred tax assets | 8,740 | 8,740 | 9,486 | ||
Deferred tax liabilities: | |||||
Depreciation and amortization | 132 | 132 | 826 | ||
Total deferred tax liabilities | 132 | 132 | 826 | ||
Deferred tax assets, net | $ 8,608 | $ 8,608 | $ 8,660 |
EQUITY (Details)
EQUITY (Details) - $ / shares | Jun. 15, 2017 | Jan. 04, 2017 | Sep. 30, 2017 |
Equity [Abstract] | |||
Director’s shares issued | 7,653 | 13,969 | 21,622 |
Strike price reduction for outstanding options | $ 0.97 | ||
Fortress Investment Group, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock outstanding | 1,300,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Capital Improvement and Repair Commitments [Abstract] | ||
Funding for capital improvements | $ 4,596 | $ 1,266 |
Triple Net Lease [Member] | LCS Portfolio [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Lease period | 15 years | |
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] | Additional Capital Improvements [Member] | ||
Capital Improvement and Repair Commitments [Abstract] | ||
Capital improvements | $ 1,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | Nov. 02, 2017$ / shares | Nov. 01, 2017USD ($)Property | Jan. 31, 2017USD ($) | Sep. 30, 2017USD ($)Property$ / shares | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2017USD ($)Property$ / shares | Sep. 30, 2016USD ($)$ / shares |
Subsequent Event [Line Items] | ||||||||
Gain on sale of real estate | $ 4,199 | $ 0 | $ 18,347 | $ 0 | $ 22,546 | $ 0 | ||
Early repayment of debt | $ 27,968 | $ 0 | ||||||
Dividends declared per share of common stock | $ / shares | $ 0.26 | $ 0.26 | $ 0.78 | $ 0.78 | ||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends declared per share of common stock | $ / shares | $ 0.26 | |||||||
Managed Properties [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of real estate properties held for sale | Property | 9 | 9 | ||||||
Managed Properties [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of real estate properties held for sale | Property | 9 | |||||||
Purchase price of real estate | $ 109,500 | |||||||
Gain on sale of real estate | 7,000 | |||||||
Early repayment of debt | $ 79,000 |