Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 19, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MRT | ||
Entity Registrant Name | MEDEQUITIES REALTY TRUST, INC. | ||
Entity Central Index Key | 1,616,314 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 31,840,651 | ||
Entity Public Float | $ 316,714,569 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Real estate properties | ||
Land | $ 45,594 | $ 43,180 |
Building and improvements | 537,437 | 505,623 |
Intangible lease assets | 11,387 | 11,387 |
Furniture, fixtures and equipment | 3,634 | 3,538 |
Less accumulated depreciation and amortization | (59,611) | (41,984) |
Total real estate properties, net | 538,441 | 521,744 |
Mortgage notes receivable, net | 44,778 | 18,557 |
Note receivable | 7,000 | |
Cash and cash equivalents | 8,370 | 12,640 |
Other assets, net | 34,200 | 28,662 |
Total Assets | 632,789 | 581,603 |
Liabilities | ||
Debt | 278,137 | 215,523 |
Accounts payable and accrued liabilities | 5,691 | 6,605 |
Deferred revenue | 1,601 | 2,722 |
Total liabilities | 285,429 | 224,850 |
Commitments and contingencies | ||
Equity | ||
Common stock, $0.01 par value. Authorized 400,000 shares; 31,841 and 31,836 issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 314 | 314 |
Additional paid in capital | 378,716 | 375,690 |
Dividends declared | (87,646) | (67,691) |
Retained earnings | 49,859 | 44,196 |
Accumulated other comprehensive income | 2,211 | 1,247 |
Total MedEquities Realty Trust, Inc. stockholders' equity | 343,454 | 353,756 |
Noncontrolling interest | 3,906 | 2,997 |
Total equity | 347,360 | 356,753 |
Total Liabilities and Equity | $ 632,789 | $ 581,603 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 31,841,000 | 31,836,000 |
Common stock, shares outstanding | 31,841,000 | 31,836,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||
Rental income | $ 52,701 | $ 58,913 | $ 48,330 |
Total revenues | 57,260 | 61,105 | 49,296 |
Expenses | |||
Depreciation and amortization | 17,202 | 15,504 | 14,323 |
Property related | 2,797 | 1,482 | 1,303 |
Real estate acquisition related | 1,064 | 457 | 488 |
Franchise, excise and other taxes | 315 | 141 | 366 |
Bad debt expense | 216 | ||
General and administrative | 13,900 | 11,677 | 10,596 |
Total operating expenses | 35,278 | 29,261 | 27,292 |
Operating income | 21,982 | 31,844 | 22,004 |
Other income (expense) | |||
Interest and other income | 11 | 9 | 195 |
Interest expense | (12,487) | (7,701) | (10,883) |
Other income (expense) | (12,476) | (7,692) | (10,688) |
Net income | 9,506 | 24,152 | 11,316 |
Less: Preferred stock dividends | (13,760) | ||
Less: Net income attributable to noncontrolling interest | (3,843) | (3,730) | (266) |
Net income (loss) attributable to common stockholders | $ 5,663 | $ 20,422 | $ (2,710) |
Net income (loss) attributable to common stockholders per share | |||
Basic and diluted | $ 0.17 | $ 0.64 | $ (0.18) |
Weighted average shares outstanding | |||
Basic | 31,597 | 31,447 | 15,838 |
Diluted | 31,601 | 31,484 | 15,838 |
Dividends declared per common share | $ 0.63 | $ 0.84 | $ 0.63 |
Mortgage Notes Receivable | |||
Revenues | |||
Interest income | $ 4,041 | $ 2,157 | $ 921 |
Notes Receivable | |||
Revenues | |||
Interest income | $ 518 | $ 35 | $ 45 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 9,506 | $ 24,152 | $ 11,316 |
Other comprehensive income: | |||
Increase in fair value of cash flow hedge | 964 | 1,247 | |
Total other comprehensive income | 964 | 1,247 | |
Comprehensive income | 10,470 | 25,399 | 11,316 |
Less: comprehensive income attributable to noncontrolling interest | (3,843) | (3,730) | (266) |
Comprehensive income attributable to MedEquities Realty Trust, Inc. | $ 6,627 | $ 21,669 | $ 11,050 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Dividends Declared | Accum. Other comprehensive income | Non-Controlling Interest |
Balance at Dec. 31, 2015 | $ 271,245 | $ 1 | $ 109 | $ 273,740 | $ 12,724 | $ (19,876) | $ 4,547 | |
Balance (in shares) at Dec. 31, 2015 | 125 | 11,233 | ||||||
Redemption of stock | (125,125) | $ (1) | (125,124) | |||||
Redemption of stock (in shares) | (125) | |||||||
Grants of restricted stock (in shares) | 89 | |||||||
Issuance of stock, net of costs | 221,649 | $ 205 | 221,444 | |||||
Issuance of stock, net of costs (in shares) | 20,435 | |||||||
Distributions to noncontrolling interest | (2,307) | (2,307) | ||||||
Stock-based compensation | 2,555 | 2,555 | ||||||
Net income | 11,316 | 11,050 | 266 | |||||
Dividends to preferred stockholders | (13,760) | (13,760) | ||||||
Dividends to common stockholders | (7,315) | (7,315) | ||||||
Balance at Dec. 31, 2016 | 358,258 | $ 314 | 372,615 | 23,774 | (40,951) | 2,506 | ||
Balance (in shares) at Dec. 31, 2016 | 31,757 | |||||||
Grants of restricted stock (in shares) | 115 | |||||||
Issuance of stock, net of costs | (20) | (20) | ||||||
Repurchase and cancellation of restricted stock | (50) | (50) | ||||||
Repurchase and cancellation of restricted stock (in shares) | (5) | |||||||
Retirement of common stock (in shares) | (11) | |||||||
Shares surrendered for taxes upon vesting | (242) | (242) | ||||||
Shares surrendered for taxes upon vesting (in shares) | (20) | |||||||
Other comprehensive income | 1,247 | $ 1,247 | ||||||
Distributions to noncontrolling interest | (3,239) | (3,239) | ||||||
Stock-based compensation | 3,387 | 3,387 | ||||||
Net income | 24,152 | 20,422 | 3,730 | |||||
Dividends to common stockholders | (26,740) | (26,740) | ||||||
Balance at Dec. 31, 2017 | 356,753 | $ 314 | 375,690 | 44,196 | (67,691) | 1,247 | 2,997 | |
Balance (in shares) at Dec. 31, 2017 | 31,836 | |||||||
Grants of restricted stock (in shares) | 46 | |||||||
Forfeited restricted stock (in shares) | (12) | |||||||
Vesting of restricted stock units (in shares) | 8 | |||||||
Shares surrendered for taxes upon vesting | (379) | (379) | ||||||
Shares surrendered for taxes upon vesting (in shares) | (37) | |||||||
Other comprehensive income | 964 | 964 | ||||||
Distributions to noncontrolling interest | (2,934) | (2,934) | ||||||
Stock-based compensation | 3,405 | 3,405 | ||||||
Net income | 9,506 | 5,663 | 3,843 | |||||
Dividends to common stockholders | (19,955) | (19,955) | ||||||
Balance at Dec. 31, 2018 | $ 347,360 | $ 314 | $ 378,716 | $ 49,859 | $ (87,646) | $ 2,211 | $ 3,906 | |
Balance (in shares) at Dec. 31, 2018 | 31,841 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net income | $ 9,506 | $ 24,152 | $ 11,316 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation and amortization | 19,517 | 17,617 | 17,921 |
Stock-based compensation | 3,405 | 3,387 | 2,555 |
Straight-line rent receivable | (936) | (5,919) | 3,447 |
Straight-line rent liability | 149 | 157 | 165 |
Provision for bad debt | 216 | ||
Construction mortgage interest income | (1,186) | (22) | |
Write-off of pre-acquisitions costs | 513 | 149 | 252 |
Write-off of pre-offering costs | 89 | ||
Changes in operating assets and liabilities | |||
Other assets | (7,210) | 10,264 | (12,939) |
Accounts payable and accrued liabilities | 796 | (9,147) | 9,062 |
Deferred revenues | (1,088) | 503 | (1,632) |
Net cash provided by operating activities | 23,466 | 41,141 | 30,452 |
Investing activities | |||
Acquisitions of real estate | (23,458) | (55,179) | (72) |
Capital expenditures for real estate | (3,931) | (1,105) | |
Funding of mortgage notes and note receivable, net | (39,715) | (21,113) | (1,662) |
Repayments of mortgage notes and notes receivable | 1,349 | 450 | 1,712 |
Capitalized pre-acquisition costs, net | (210) | (107) | (306) |
Capital expenditures for corporate property | (24) | (15) | (12) |
Net cash used in investing activities | (65,989) | (77,069) | (340) |
Financing activities | |||
Net borrowings (repayments) on secured credit facility | 62,600 | (52,800) | (103,400) |
Dividends paid to common stockholders | (20,097) | (26,657) | (10,459) |
Distributions to noncontrolling interest | (2,934) | (3,239) | (2,307) |
Deferred loan costs | (901) | (2,910) | (1,402) |
Taxes remitted upon vesting of restricted stock | (397) | (224) | |
Capitalized pre-offering costs | (18) | (280) | |
Proceeds from borrowings on term loan | 125,000 | ||
Cancellation of restricted stock | (50) | ||
Proceeds from sale of common shares, net of offering costs | (43) | 224,320 | |
Redemption of preferred shares | (125,125) | ||
Dividends paid to preferred stockholders | (14,588) | ||
Net cash provided by (used in) financing activities | 38,253 | 38,797 | (32,961) |
Increase (decrease) in cash, cash equivalents and restricted cash | (4,270) | 2,869 | (2,849) |
Cash, cash equivalents and restricted cash at beginning of period | 12,640 | 9,771 | 12,620 |
Cash, cash equivalents and restricted cash at end of period | 8,370 | 12,640 | 9,771 |
Supplemental Cash Flow Information | |||
Interest paid | 11,181 | 6,325 | 8,417 |
Norris Academy acquisition of real estate | 6,383 | ||
Norris Academy mortgage note conversion | (6,383) | ||
Accrued capital expenditures for real estate | 613 | ||
Texas gross margins taxes paid, net of reimbursement | 96 | (23) | 69 |
Accrued pre-acquisition costs | $ 34 | 64 | $ 21 |
Accrued pre-offering costs | $ 18 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business MedEquities Realty Trust, Inc. (the “Company”), which was incorporated in the state of Maryland on April 23, 2014, is a self-managed and self-administered company that invests in a diversified mix of healthcare properties and healthcare-related real estate debt investments. As of December 31, 2018, the Company had investments of $590.2 million, net in 34 real estate properties and six healthcare-related real estate debt investments. The Company owns 100% of all of its properties and investments, other than its investment in an acute care hospital in Lakeway, Texas (“Lakeway Hospital”), in which the Company owns a 51% interest through a consolidated partnership (the “Lakeway Partnership”). In October 2016, the Company completed its initial public offering (the “IPO”) of its common stock, resulting in aggregate net proceeds to the Company of approximately $221.6 million, after deducting the underwriting discount and commissions and offering expenses payable by the Company. These offering expenses include approximately $2.7 million of offering expenses that had been paid prior to 2016. The Company used approximately $131.4 million to redeem all of its outstanding preferred stock and approximately $94.8 million to repay amounts outstanding under its secured credit facility. The Company conducts its business through an umbrella partnership REIT (“UPREIT”) structure, consisting of the Company’s operating partnership, MedEquities Realty Operating Partnership, LP (the “Operating Partnership”), and subsidiaries of the Operating Partnership, including the Company’s taxable REIT subsidiary (“TRS”), MedEquities Realty TRS, LLC. The Company’s wholly owned limited liability company, MedEquities OP GP, LLC, is the sole general partner of the Operating Partnership, and the Company presently owns all of the units of limited partnership interest in the Operating Partnership (“OP units”). In the future, the Company may issue OP units to third parties in connection with healthcare property acquisitions, as compensation or otherwise. As the sole owner of the general partner of the Operating Partnership, the Company has the exclusive power to manage and conduct the Operating Partnership’s business, subject to certain limitations. The Company has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal tax purposes. To maintain its qualification as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with U.S. generally accepted accounting principles (“GAAP”)). As a REIT, the Company will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to maintain its qualification as a REIT in any taxable year, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially and adversely affect the Company’s net income and net cash available for distribution to stockholders. Even if the Company qualifies for taxation as a REIT, the Company may be subject to state and local taxes on its income and property and federal income and excise taxes on its undistributed income. Taxable income from non-REIT activities managed through the Company’s TRS, if any, is subject to applicable U.S. federal, state and local income taxes. The Company has no activity in its TRS. |
Accounting Policies and Related
Accounting Policies and Related Matters | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Accounting Policies and Related Matters | Note 2 - Accounting Policies and Related Matters Use of Estimates : The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the amounts of revenue and expense reported in the period. Significant estimates are made for the valuation of real estate and any related intangibles and fair value assessments with respect to purchase price allocations. Actual results may differ from those estimates. Principles of Consolidation : The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries and subsidiaries in which the Company has a controlling interest. All material intercompany transactions and balances have been eliminated in consolidation. There are no material differences between the Company and the Operating Partnership as of December 31, 2018. Noncontrolling Interest : The portion of equity not owned by the Company in entities controlled by the Company, and thus consolidated, is presented as noncontrolling interest and classified as a component of consolidated equity, separate from total stockholders’ equity on the Company’s consolidated balance sheets. The amount recorded will be based on the noncontrolling interest holder’s initial investment in the consolidated entity, adjusted to reflect the noncontrolling interest holder’s share of earnings or losses in the consolidated entity and any distributions received or additional contributions made by the noncontrolling interest holder. The earnings or losses from the entity attributable to noncontrolling interests are reflected in “net income attributable to noncontrolling interest” in the consolidated statements of operations. Segment Reporting : The Company owns, acquires and finances healthcare-related properties. The Company is managed as one reporting unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making. Therefore, the Company discloses its operating results in a single reportable segment. Cash and Cash Equivalents : Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. The majority of the Company’s cash and cash equivalents are held at major commercial banks which at times may exceed the Federal Deposit Insurance Corporation limit. The Company has not experienced any losses to date on invested cash. Revenue Recognition- Leases of Real Estate Properties: At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. Currently, all of the Company’s lease arrangements are classified as operating leases. Rental revenue for operating leases is recognized on a straight-line basis over the lease term when collectability is reasonably assured and the tenant has taken possession or controls the physical use of a leased asset. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or by the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. The determination of ownership of the tenant improvements is subject to significant judgment. If the Company’s assessment of the owner of the tenant improvements for accounting purposes were different, the timing and amount of revenue recognized would be impacted. The Company maintains an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For straight-line rent amounts, the Company’s assessment is based on income recoverable over the term of the lease. The Company exercises judgment in establishing allowances and considers payment history and current credit status in developing these estimates. These estimates may differ from actual results, which could be material to the consolidated financial statements. At December 31, 2018 and 2017, the Company had no allowance for doubtful accounts. The Company’s leases are generally “triple-net” leases with terms requiring operating expenses associated with the Company’s facilities, such as taxes, insurance and utilities, to be paid directly by the Company’s tenants. Failure by a tenant to pay such expenses, or to pay late, would result in a violation of the lease agreement, which could lead to an event of default if not cured timely. Leases in the medical office building owned by the Company require tenants to make estimated payments to the Company to cover their proportional share of operating expenses, including, but not limited to, real estate taxes, property insurance, routine maintenance and repairs, utilities and property management expenses. The Company collects these estimated expenses and is reimbursed by tenants for any actual expense in excess of estimates or reimburses tenants if collected estimates exceed actual operating results. The reimbursements are recorded in rental income as operating expense recoveries, and the expenses are recorded in property-related expenses, as the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the credit risk. For the years ended December 31, 2018, December 31, 2017 and December 31, 2016, the Company reported operating expense recoveries, primarily related to its one medical office building, totaling $0.2 million, $1.0 million, and $0.9 million, respectively, which is included in rental income on the consolidated statements of operations. Revenue Recognition- Mortgage Notes and Other Receivables: Mortgage notes receivable are classified as held-for-investment based on management’s intent and ability to hold the mortgage notes receivable for the foreseeable future or to maturity. The Company recognizes interest income on mortgage notes receivable, including the amortization of any discounts and premiums, using the interest method applied on a loan-by-loan basis when collectability of the future payments is reasonably assured. Premiums, discounts and related costs are recognized as yield adjustments over the term of the related loans. Mortgage notes receivable are placed on non-accrual status at such time as management determines that collectability of contractual amounts is not reasonably assured. While on non-accrual status, mortgage notes receivable are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, where cash receipts reduce the carrying value of the loan, based on management’s judgment of collectability. No mortgage notes receivable are currently on non-accrual status. Allowances are established for loans based upon an estimate of probable losses on an individual basis if they are determined to be impaired. Loans are impaired when it is deemed probable that the Company will be unable to collect all amounts due on a timely basis in accordance with the contractual terms of the loan. The allowance is based upon management’s assessment of the borrower’s overall financial condition, resources and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the net realizable value of any collateral. These estimates consider all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan’s effective interest rate, the fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors. At December 31, 2018 and 2017, the Company had no allowance for loan losses. Commitment, origination and other fees from lending activities are recognized as interest income over the life of the related loan. Allocation of Purchase Price of Acquired Real Estate : As part of the purchase price allocation process of acquisitions (whether accounted for as asset acquisitions or business combinations), management makes estimates based upon the relative fair values of each component for asset acquisitions and at a fair value of each component for business combinations. In making estimates of fair values for purposes of allocating purchase prices of acquired real estate, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the assets acquired. The Company records above-market and below-market in-place lease values, if any, which are based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, or, for below-market in-place leases, including any bargain renewal option terms. The Company amortizes any resulting capitalized above-market lease values as a reduction of rental income over the lease term. The Company amortizes any resulting capitalized below-market lease values as an increase to rental income over the lease term. As of December 31, 2018 and 2017, the Company had one above-market in-place lease with a gross value of $7.6 million. The Company did not have any below-market in-place leases as of December 31, 2018 and 2017. The Company amortizes the value of in-place leases to amortization expense over the initial term of the respective leases. If a lease is terminated, the unamortized portion of the in-place lease value is charged to amortization expense. Depreciation and amortization of real estate assets and liabilities is provided for on a straight-line basis over the estimated useful lives of the assets: Building 18 to 50 years Improvements 2 to 48 years Lease intangibles 12 to 15 years Furniture, fixtures, and equipment 5 to 14 years Asset Impairment- Real Estate Properties: Real estate asset impairment losses are recorded when events or changes in circumstances indicate the asset is impaired and the estimated undiscounted cash flows to be generated by the asset are less than its carrying amount. Management assesses the impairment of properties individually and impairment losses are calculated as the excess of the carrying amount over the fair value of assets to be held and used, and carrying amount over the fair value less cost to sell in instances where management has determined that the Company will dispose of the property and the criteria are met for the property to be classified as held-for-sale. In determining the fair value, the Company uses current appraisals or other third party opinions of value and other estimates of fair value such as estimated discounted future cash flows. Asset Impairment- Mortgage Notes and Other Receivables: The Company evaluates the carrying value of mortgage and other notes receivable on an individual basis. Management periodically evaluates the realizability of future cash flows from the mortgage note receivable when events or circumstances, such as non-receipt of principal and interest payments and/or significant deterioration of the financial condition of the borrower, indicate that the Company will be unable to collect all the contractual interest and principal payments as scheduled in the loan agreement. An impairment charge is recognized in current period earnings and is calculated as the difference between the carrying amount of the loan and the discounted cash flows expected to be received, or if foreclosure is probable, the fair value of the collateral securing the loan. Earnings Per Share : Basic earnings per common share is computed by dividing net income (loss) applicable to common shares by the weighted number of shares of common stock outstanding during the period. Diluted earnings per common share is calculated by including the effect of dilutive securities. Certain of the Company’s unvested restricted stock awards contain non-forfeitable rights to dividends, and accordingly, these awards are deemed to be participating securities. These participating securities are included in the earnings allocation in computing both basic and diluted earnings per common share. Income Taxes : Commencing with its taxable year ended December 31, 2014, the Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). The Company intends at all times to maintain its qualification as a REIT under Sections 856 through 860 of the Code. The Company has elected that its subsidiary, MedEquities Realty TRS, LLC, be taxed as a TRS under provisions of the Code. A TRS is subject to federal and state income taxes like those applicable to regular corporations. Aside from such income taxes that may be applicable to the taxable income in the Company’s TRS, the Company will not be subject to federal income tax provided that the Company continues to maintain its qualification as a REIT and makes distributions to stockholders equal to or in excess of the Company’s taxable income. The Company’s federal tax returns for the years ended December 31, 2015, 2016 and 2017 are currently subject to examination by taxing authorities. The Company classifies interest and penalties related to uncertain tax positions, if any, in the Company’s consolidated financial statements as a component of income tax expense. The Company has made no U.S. federal income tax payments. Stock-Based Compensation : The fair value of stock-based awards is calculated on the date of grant. The Company amortizes the stock-based compensation expense on a straight-line basis over the period that the awards are expected to vest, net of any forfeitures. Forfeitures of stock-based awards are recognized as they occur. Deferred Costs : Costs incurred prior to the completion of offerings of stock or other capital instruments that directly relate to the offering are deferred and netted against proceeds received from the offering. Fair Value Measurement : Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. In calculating fair value, a company must maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements. A hierarchy of valuation techniques is defined to determine whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy: • Level 1 - quoted prices for identical instruments in active markets; • Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and • Level 3 - fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or 3 even though there may be some significant inputs that are readily observable. Valuation techniques used by the Company include the use of third-party valuations and internal valuations, which may include discounted cash flow and Monte Carlo valuation models. For the years ended December 31, 2018 and 2017, the Company has recorded all acquisitions based on estimated fair values. The fair values were obtained from third-party appraisals based on comparable properties (using the market approach, which involved Level 3 inputs in the fair value hierarchy). Derivatives: In the normal course of business, the Company is subject to risk from adverse fluctuations in interest rates. The Company has chosen to manage this risk through the use of derivative financial instruments, primarily interest rate swaps. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use derivative instruments for trading or speculative purposes. The Company’s objective in managing exposure to interest risk is to limit the impact on cash flows. To qualify for hedge accounting, the Company’s interest rate swaps must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transactions must be, and be expected to remain, probable of occurring in accordance with the Company’s related assertions. All of the Company’s hedges are cash flow hedges. The Company recognizes all derivative instruments as assets or liabilities at their fair value in the consolidated balance sheets. Changes in the fair value of derivative instruments that are not designated as hedges or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designed in qualified cash flow hedging relationships, the change in fair value of the derivatives is recognized in accumulated other comprehensive income (loss). Gains and losses are reclassified from accumulated other comprehensive income into earnings once the underlying hedged transaction is recognized in earnings. Accumulated Other Comprehensive Income : Certain items must be included in comprehensive income, including items such as foreign currency translation adjustments, minimum pension liability adjustments and unrealized gains or losses on available-for-sale securities. The accumulated other comprehensive income balances at December 31, 2018 and 2017 were approximately $2.2 million $1.2 million, respectively. Recent Accounting Developments: On January 1, 2018, the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2016-18, “Statement of Cash Flows - Restricted Cash,” became effective for the Company. This guidance requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The consolidated statement of cash flows for the year ended December 31, 2016 reflects an increase in the beginning of period cash, cash equivalents and restricted cash line item and an increase in the change in other assets line item, each of approximately $0.1 million. The consolidated statement of cash flows for the year ended December 31, 2017 reflects an increase in the beginning of period cash, cash equivalents and restricted cash line item and a decrease in the change in other assets line item, each of approximately $0.3 million, as a result of the adoption of this new guidance. On January 1, 2018, the FASB’s new revenue recognition standard included in Accounting Standards Codification (“ASC”) 606 , Revenue from Contacts with Customers, In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities.” The purpose of this updated guidance is to align better a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning January 1, 2019. The Company adopted the new standard on January 1, 2018, which had no impact on the Company’s consolidated financial statements. In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02, which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheet and making targeted improvements to lessor accounting. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Targeted Improvements. The new standard is effective for the Company on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on January 1, 2019 and used the effective date as its date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard the Company’s prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements, the latter not being applicable to the Company. While the Company continues to assess all of the effects of adoption, it currently believes the most significant effect for the Company as lessee relates to the recognition of new right-of-use assets and lease liabilities on its consolidated balance sheet for the corporate office lease and one ground lease. Upon adoption, the Company currently expects to recognize additional operating liabilities of approximately $3.2 million, with corresponding right-of-use assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for these two existing operating leases. For leases where the Company is the lessor, the Company does not expect the new standard to have a material effect on its consolidated financial statements. The Company currently has one medical office building in which the Company provides services to maintain the asset. While the new standard identifies common area maintenance as a non-lease component of the Company’s real estate lease contracts, the Company expects to apply the practical expedient to account for its gross real estate leases in its one medical office building and associated common area maintenance components as a single, combined operating lease component. Consequently, the Company does not expect the new standard’s changed guidance on contract components to significantly affect its financial reporting. In addition, due to the new standard’s narrowed definition of initial direct costs, the Company expects to expense lease origination costs as incurred that are currently capitalized as initial direct costs and amortized to expense over the lease term. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The standard also requires additional disclosures related to significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The amended guidance is effective for fiscal years, and interim periods within those years, beginning January 1, 2020, with early adoption permitted for the fiscal years, and interim periods within those fiscal years, beginning January 1, 2019. The Company is evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements and currently expects that it will not have a material impact. |
Merger Agreement
Merger Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Merger Agreement | Note 3- Merger Agreement On January 2, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omega Healthcare Investors, Inc. (“Omega”). Pursuant to the terms of the Merger Agreement, the Company will merge with an into Omega, with Omega continuing as the surviving company in the merger. Each share of Company common stock will be converted at the effective time of the merger into the right to receive (i) 0.235 of a share of common stock of Omega, subject to adjustment under certain limited circumstances, plus the right to receive cash in lieu of any fractional shares of Omega common stock; and (ii) an amount in cash equal to $2.00, subject to adjustment under certain limited circumstances. Pursuant to the terms of the Merger Agreement, the Company will declare a special dividend of $0.21 per share of common stock payable to the holders of record of the Company’s common stock as of the end of trading on the New York Stock Exchange on the trading day immediately prior to the closing date of the merger, which will be payable together with the cash consideration in the merger in accordance with the terms of the Merger Agreement. The merger is subject to customary closing conditions, including, but not limited to, the approval of the Company’s stockholders. The proposed merger transaction is currently expected to close in the first half of 2019. |
Investment Activity
Investment Activity | 12 Months Ended |
Dec. 31, 2018 | |
Investment Activity [Abstract] | |
Investment Activity | Note 4 – Investment Activity 2018 Investment Activity During the year ended December 31, 2018, the Company originated four healthcare-related real estate debt investments, funded additional principal under an existing mortgage note receivable and completed two real estate acquisitions for a total additional investment of $64.5 million. Additional details regarding these investments are described in more detail below. 2018 Real Estate Acquisitions On June 27, 2018, the Company acquired Southern Indiana Rehabilitation Hospital, a 60-bed inpatient rehabilitation facility located in New Albany, Indiana, a suburb of Louisville, Kentucky, for an aggregate purchase price of $23.4 million in cash. The property is 100% leased to an affiliate of Vibra Healthcare, LLC pursuant to a 15-year initial term triple-net lease with two five-year renewal options at an initial lease rate of 9.0% with annual escalators. This transaction was accounted for as an asset acquisition and less than $0.1 million of transaction costs were capitalized. On September 21, 2018, the Company acquired the newly constructed Norris Academy, a psychiatric residential treatment facility for children and youth with neurodevelopmental disorders located in northeast Tennessee, which previously served as collateral for a construction mortgage loan. The purchase price of approximately $6.4 million was satisfied by applying the aggregate principal amount outstanding on the mortgage loan provided by the Company. The property is 100% leased to a wholly owned subsidiary of Sequel Youth and Family Services, LLC (“Sequel”) pursuant to a 15-year triple-net lease with two 10-year renewal options at an initial yield of 9.0% with annual rent escalators. This transaction was accounted for as an asset acquisition and less than $0.1 million of transaction costs were capitalized. 2018 Mortgage Notes and Note Receivable Funding On January 5, 2018, the Company closed on a construction mortgage note receivable with a maximum principal amount of up to $19.0 million to Haven Behavioral Healthcare, Inc. to fund the purchase and conversion of an existing long-term acute care hospital to a 72-bed inpatient psychiatric hospital in Meridian, Idaho. The loan has a three-year term and an annual interest rate of 10.0%. Interest accrues monthly and is added to the outstanding balance of the mortgage note receivable. Upon completion of the planned renovation, the Company has the exclusive right to purchase the property, for a purchase price equal to the outstanding loan balance, in a sale-leaseback transaction with a 15-year triple-net lease with an initial yield of 9.3%. The balance outstanding under this loan was approximately $16.2 million as of December 31, 2018. On January 31, 2018, the Company originated a $5.4 million mortgage note receivable to Louisville Rehab LP to partially fund the construction of a 42-bed inpatient rehabilitation facility in Clarksville, Indiana. The note is secured by a second lien on the facility. The three-year loan has an annual interest rate of 9.5%, which has a claw-back feature that would equate to a 15.0% rate from inception of the loan should the Company elect not to exercise its purchase option. The Company has the exclusive option to purchase the new facility upon completion for approximately $26.0 million that would be leased pursuant to a 20-year triple-net lease guaranteed by Cobalt Medical Partners and Cobalt Rehabilitation Hospitals at an initial lease rate of 9.0%. On February 16, 2018, the Company funded an additional $3.0 million under an existing mortgage note receivable with a subsidiary of Medistar Corporation, which is secured by land and an existing building in Webster, Texas that increased the total balance of the loan to $9.7 million. Effective with this additional funding, the interest rate under the loan increased from an annual interest rate of 10.0% to an annual interest rate of 12.0% and is payable upon maturity of the loan on February 28, 2019. On March 29, 2018, the Company originated a $5.0 million mortgage note receivable with a subsidiary real estate entity of GruenePointe Holdings, LLC, which is secured by a second lien on a skilled nursing and assisted living facility (“Adora Midtown”) and a first lien on an additional parcel of land in Dallas, Texas. The loan has a two-year term and accrues interest at an annual rate of 10.0% that is payable on the maturity date of March 29, 2020. The Company has an existing purchase option on Adora Midtown for a gross purchase price not to exceed approximately $28.0 million, plus an earnout based on the facility’s earnings before interest, taxes, depreciation, amortization and rent expense during the three years following the closing date of the acquisition. On April 6, 2018, the Company originated a $7.0 million pre-development note receivable with Medistar Stockton Rehab, LLC. The note accrues interest at an annual rate of 10.0% that is payable on the maturity date of February 28, 2019. The note is secured by a leasehold mortgage on the development of a future healthcare facility in Stockton, California. On June 27, 2018, the Company entered into a loan modification agreement for the $10.0 million mortgage note with Vibra Healthcare, LLC and Vibra Healthcare II, LLC (the “Vibra Mortgage Loan”) that converted the loan to a 10-year amortizing loan requiring monthly principal and interest payments with a balloon payment on the maturity date of June 30, 2023. As part of the modification, the borrowers repaid $1.0 million of principal. The interest rate on the loan remains unchanged at 9.0%. The balance outstanding under this loan was approximately $8.7 million as of December 31, 2018. 2017 Investment Activity 2017 Real Estate Acquisitions On June 30, 2017, the Company acquired Woodlake at Tolland Nursing & Rehabilitation Center, a 130-bed skilled nursing facility located in Woodlake, Connecticut, from a wholly owned subsidiary of Prospect Medical Holdings, Inc. for an aggregate purchase price of $10.0 million in cash. The property is 100% leased pursuant to a 12-year initial term triple-net lease with two ten-year renewal options at an initial lease rate of 9.0% with annual escalators. This transaction was accounted for as an asset acquisition and approximately $0.1 million of transaction costs were capitalized. On July 31, 2017, the Company acquired two skilled nursing facilities, totaling 160 licensed beds, located in Indiana from Magnolia Health Systems, Inc. (the “Magnolia Portfolio”) for an aggregate purchase price of $15.0 million in cash. The facilities are 100% leased to Magnolia Health Systems, Inc. pursuant to a 15-year initial term triple-net master lease with two ten-year renewal options at an initial lease rate of 9.0% with annual escalators. This transaction was accounted for as an asset acquisition and less than $0.1 million of transaction costs were capitalized. On August 9, 2017, the Company acquired four behavioral health and substance abuse treatment facilities from subsidiaries of AAC Holdings, Inc. (the “AAC Portfolio”) for an aggregate purchase price of $25.0 million in cash. The facilities are comprised of two standalone intensive outpatient treatment facilities in Las Vegas, Nevada and Arlington, Texas, a 159-bed sober living facility in Las Vegas and a 133-bed sober living facility in Arlington. The properties are 100% leased to AAC Holdings, Inc. pursuant to a 15-year initial term triple-net master lease with two five-year renewal options at an initial lease rate of 8.75% with annual escalators. This transaction was accounted for as an asset acquisition and less than $0.1 million of transaction costs were capitalized. On November 10, 2017, the Company exercised its option to acquire Advanced Diagnostics Hospital East in Houston, Texas for $17.5 million, which was satisfied by applying the $12.5 million aggregate principal amount outstanding on the mortgage note (see discussion below) to the purchase price and $5.0 million in cash consideration. The property is 100% leased pursuant to a 15-year triple net lease with two ten-year renewal options at an initial yield of 9.6% with annual rent escalators. This transaction was accounted for as an asset acquisition and less than $0.1 million of transaction costs were capitalized. 2017 Mortgage Notes Receivable Funding On January 30, 2017, the Company invested $12.5 million through a newly originated interest-only loan at an interest rate of 9.6% and secured by a first mortgage on a licensed general acute care surgical hospital that consists of 23,300 square feet with four operating rooms, two special procedure rooms, four inpatient rooms and four full-size extended recovery rooms. This mortgage note was satisfied on November 10, 2017 when the Company exercised its option to purchase the property as described above under “2017 Real Estate Acquisitions.” On August 1, 2017, the Company funded a $6.7 million mortgage note receivable to a subsidiary of Medistar Corporation, which is secured by land and an existing building in Webster, Texas. Interest accrues at a rate of 12% per annum and is payable upon the maturity date of the loan on February 28, 2019. On October 10, 2017, the Company closed on a construction mortgage note receivable with a maximum principal amount of up to $6.0 million to a wholly owned subsidiary of Sequel to fund the construction and development of a replacement psychiatric residential treatment facility for children and youth with neurodevelopmental disorders located in northeast Tennessee. Amounts funded through the construction mortgage note receivable bear interest at a rate of 8.25%, which is funded as additional borrowings under the loan. As described above under the heading “-2018 Real Estate Acquisitions” Texas Ten Portfolio Master Lease Update In November 2018, the Company signed a new, 15-year triple net master lease with certain affiliates of Creative Solutions in Healthcare, Inc. (“Creative Solutions”) for its portfolio of ten skilled nursing facilities located throughout Texas (the “Texas Ten Portfolio”) previously leased to affiliates of OnPointe (the “Prior Texas Ten Tenant”). The lease with the Prior Texas Ten Tenant was terminated on December 31, 2018 and the new lease with Creative Solutions commenced on January 1, 2019. The initial annual base rent under the lease is approximately $7.7 million with annual lease escalators of 2.0% and two, five-year tenant renewal options. The Texas Ten Portfolio accounted for approximately 24.2% of the Company’s total real estate properties, net as of December 31, 2018. The lease with the Prior Texas Ten Tenant was a triple-net master lease with the tenant responsible for all costs of the facilities, including taxes, utilities, insurance, maintenance and capital improvements. Monthly base rent due under the master lease was approximately $1.1 million during 2017 and 2018. Beginning in May 2018, the Prior Texas Ten Tenant stopped paying the monthly contractual rent due under the master lease because of ongoing operational difficulties that began in the second half of 2017 that adversely impacted its liquidity position. As a result of the operational issues and related non-payment of full contractual rent due, effective July 1, 2018, the Company began recognizing revenue under the master lease as cash was received from the tenant. Total base rent due under the Prior Texas Ten Tenant’s lease for the year ended December 31, 2018 was approximately $12.9 million, of which the Company collected and recognized as revenue approximately $6.9 million, which included the application of security deposits held by the Company equal to two months of base rent. During the quarter ended September 30, 2018, we reserved approximately $4.8 million for the balance of non-cash straight-line rent outstanding as of June 30, 2018 that has been previously recorded in rental income. Additionally, the Company’s net income for the year ended December 31, 2018 was adversely impacted by approximately $1.5 million in property-related expenses for the Texas Ten Portfolio comprised primarily of property taxes for 2017 and 2018 which were the responsibility of the Prior Texas Ten Tenant under its triple-net master lease. Fundamental Healthcare Master Lease Update The Company leases a portfolio of four properties to subsidiaries of Fundamental Healthcare (“Fundamental”) pursuant to a triple-net master lease with base rent of approximately $8.8 million for 2018. Effective October 6, 2018, the Company amended the master lease to defer approximately $2.4 million in base rent for the period May 2018 through March 2019 associated with Mountain’s Edge Hospital, which is currently undergoing an expansion that is expected to be completed by the end of the first quarter of 2019. Beginning in April 2019, the deferred rent amount will be due in equal monthly installments over the remainder of 2019. Interest on the outstanding deferred rent accrues interest at 9.0% during the deferral and repayment periods. As of December 31, 2018, the deferred rent balance was $1.7 million, which is recorded in other assets on the Company’s consolidated balance sheet. Leasing Operations Minimum cash rental payments due to the Company in future periods under executed non-cancelable operating leases in place for the Company’s properties as of December 31, 2018 are as follows (dollars in thousands): For the year ending December 31 (1) 2019 $ 55,860 2020 56,500 2021 57,194 2022 58,117 2023 59,084 Thereafter 526,114 Total $ 812,869 (1) Includes cash rental payments due to the Company under the 15-year triple-net master lease with certain affiliates of Creative Solutions for the Texas Ten Portfolio, which commenced on January 1, 2019 and provides initial annual base rent of approximately $7.7 million. Additionally, the table includes cash rental payments under a 10-year lease agreement for approximately 29.1% of the Company’s one medical office building with commenced on January 1, 2019 and provides for initial annual base rent of approximately $0.4 million. Concentrations of Credit Risks The following table contains information regarding tenant concentration in the Company’s portfolio, based on the percentage of revenues (rental income and interest on mortgage notes receivable and note receivable) for the years ended December 31, 2018, 2017 and 2016, related to tenants, or affiliated tenants, that exceed 10% of revenues. % of revenue for the year ended December 31, 2018 2017 2016 Baylor Scott & White Health 25.6% 24.1% N/A (1) Fundamental Healthcare 17.2% 15.1% 16.7% Vibra Healthcare 15.8% 12.9% 15.5% Life Generations Healthcare 15.0% 14.1% 17.5% Prior Texas Ten Tenant (2) 23.5% 28.9% (1) Percentage of revenue is less than 10%. (2) The Company began recognizing revenue under the master lease as cash is received from the Prior Texas Ten Tenant effective July 1, 2018. As a result, the percentage of revenue for the year ended December 31, 2018 is less than 10%. On December 31, 2018, the lease with the Prior Texas Ten Tenant was terminated. The Company entered into a 15-year triple-net master lease agreement with certain affiliates of Creative Solutions for the Texas Ten Portfolio, which commenced on January 1, 2019. See “Texas Ten Portfolio Master Lease Update” above. The following table contains information regarding the geographic concentration of the properties in the Company’s portfolio as of December 31, 2018 and 2017, which includes percentage of rental income for the years ended December 31, 2018 and 2017 (dollars in thousands). Number of Properties at December 31, Gross Investment at December 31, % of Total Real Estate Property Investments at December 31, % of Rental Income State 2018 2017 2018 2017 2018 2017 For the year ended December 31, 2018 For the year ended December 31, 2017 Texas 17 17 $ 300,259 $ 300,206 50.2% 53.3% 48.0% 60.5% California 7 7 154,726 154,726 25.9% 27.4% 26.5% 23.8% Nevada 4 4 68,134 63,624 11.4% 11.3% 14.3% 10.5% Indiana 3 2 38,415 15,039 6.4% 2.7% 5.3% 1.1% South Carolina 1 1 20,000 20,000 3.3% 3.5% 3.7% 3.3% Connecticut 1 1 10,133 10,133 1.7% 1.8% 1.9% 0.8% Tennessee 1 - 6,385 - 1.1% - 0.3% - 34 32 $ 598,052 $ 563,728 100.0% 100.0% 100.0% 100.0% |
Real Estate Intangibles
Real Estate Intangibles | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Real Estate Intangibles | Note 5 - Real Estate Intangibles The following is a summary of the carrying amount of real estate intangible assets (dollars in thousands): December 31, 2018 December 31, 2017 Gross Intangibles Accumulated Amortization Net Intangibles Gross Intangibles Accumulated Amortization Net Intangibles Weighted Average Life (Years) as of December 31, 2018 Above-market lease $ 7,636 $ (1,655 ) $ 5,981 $ 7,636 $ (1,146 ) $ 6,490 11.8 In-place leases 2,406 (1,446 ) 960 2,406 (1,323 ) 1,083 9.7 Leasing commissions 1,294 (639 ) 655 1,294 (560 ) 734 9.2 Legal/marketing fees 51 (31 ) 20 51 (28 ) 23 9.2 Total $ 11,387 $ (3,771 ) $ 7,616 $ 11,387 $ (3,057 ) $ 8,330 11.3 The Company recorded amortization expense related to real estate intangible assets of approximately $0.7 million and $1.1 million for the years ended December 31, 2018 and 2017, respectively. The following table represents expected amortization of existing real estate intangible assets at December 31, 2018 (dollars in thousands): For the year ending December 31: 2019 $ 687 2020 687 2021 687 2022 687 2023 687 Thereafter 4,181 Total $ 7,616 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt The table below details the Company’s debt balance at December 31, 2018 and 2017 (dollars in thousands): December 31, 2018 December 31, 2017 Term loan- secured $ 125,000 $ 125,000 Revolving credit facility- secured 153,800 91,200 Unamortized deferred financing costs (663 ) (677 ) $ 278,137 $ 215,523 The Company’s Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) provides for a $300 million revolving credit facility that matures in February 2021 and a $125 million term loan that matures in February 2022. The revolving credit facility has one 12-month extension option, subject to certain conditions, including the payment of a 0.15% extension fee. At December 31, 2018 and 2017, the weighted-average interest rate under the Credit Agreement was 4.9% and 3.6%, respectively. Total costs related to the revolving credit facility at December 31, 2018 were $4.0 million, gross ($2.3 million, net), of which $0.5 million, gross ($0.4 million, net) are related to the Credit Amendment (as defined below). These costs are included in other assets, net on the consolidated balance sheet at December 31, 2018 and will be amortized to interest expense through February 2021, the maturity date of the revolving credit facility, and July 1, 2019, the earliest date to achieve the Performance Hurdle (as defined below) for the Credit Amendment, respectively. The total amount of deferred financing costs associated with the term loan at December 31, 2018 was $1.0 million, gross ($0.7 The Company recognized amortization expense of deferred financing costs, included in interest expense on the consolidated statements of operations, of $1.3 million, $1.1 million and $2.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. The amortization expense for the year ended December 31, 2016 includes approximately $0.3 million of unamortized deferred financing costs associated with credit facility amendments. Amendments to Credit Agreement On October 9, 2018, the Company entered into the Second Amendment (the “Second Credit Amendment”) to the Credit Agreement. The Second Credit Amendment amended certain terms, covenants and conditions of the Credit Agreement, including, but not limited to the following: • increased the applicable margin from pre-amendment of 1.75% to 3.00% for LIBOR-rate loans and 0.75% to 2.00% for base-rate loans to post-amendment of 2.00% and 3.50% for LIBOR-rate loans and 1.00% and 2.50% for base-rate loans, in each case depending on the Company’s leverage ratio, until the Performance Hurdle has occurred, at which time, subject to certain conditions, the applicable margins will revert to those in effect prior to the Credit Amendment; • temporarily increased the borrowing base availability attributable to the Company’s borrowing base assets, other than the Texas Ten Portfolio, until December 31, 2018; • reduced the borrowing base availability attributable to the Texas Ten Portfolio until the earlier to occur of the Texas Ten Revaluation Date and December 31, 2018; failure of the Texas Ten Revaluation Date to occur prior to December 31, 2018 would have resulted in the Texas Ten Portfolio being excluded as a borrowing base asset; • until the Performance Hurdle has occurred, restricts the Company’s use of proceeds from borrowings under the Credit Agreement unless approved by lenders representing two-thirds of the outstanding commitments under the Credit Agreement. Proceeds totaling approximately $20.4 million were pre-approved for specific uses, comprised primarily of the remaining funding obligations for the expansion at Mountain’s Edge Hospital and under the Company’s construction mortgage loan to Haven Healthcare; • provided that the covenants relating to (i) the minimum aggregate occupancy rate for borrowing base properties and (ii) the maximum adjusted net operating income attributable to a tenant or group of affiliated tenants, shall not apply on or before March 31, 2019; and • did not place additional limitations regarding dividends and distributions prior to December 31, 2018 provided no default or event of default occurred as a result, in whole or in part, of the failure of the Texas Ten Revaluation Date to occur on or before December 31, 2018. Under the Second Credit Amendment, the “Texas Ten Revaluation Date” is defined as the occurrence of all of the following: (i) the written approval by the administrative agent and lenders representing 60.0% of the outstanding commitments under the Credit Agreement of a tenant for the Texas Ten Portfolio pursuant to a lease approved in writing by the administrative agent (the “Replacement Texas Ten Lease”) and a termination of the existing lease for the Texas Ten Portfolio, all pursuant to agreements approved in writing by the administrative agent; (ii) delivery to the administrative agent of a new appraisal of, and the determination of a new appraised value for, the Texas Ten Portfolio based upon the Replacement Texas Ten Lease; and (iii) compliance with each other provision of the Credit Agreement relating to the inclusion of borrowing base assets in the determination of borrowing base availability under the Credit Agreement. The Company satisfied all of the criteria in the definition of Texas Ten Revaluation Date by December 31, 2018. Under the Second Credit Amendment, the “Performance Hurdle” is defined as the occurrence of all of the following: (i) the Texas Ten Revaluation Date shall have occurred on or before December 31, 2018; (ii) the completion of the expansion at Mountain’s Edge Hospital in accordance with the terms of the Fundamental Master Lease, subject to certain other conditions; (iii) the obligations of the tenant under the Fundamental Master Lease to pay full rent and of the tenant under the Replacement Texas Ten Lease to pay rent shall have commenced; (iv) no default or event of default under the Fundamental Master Lease or the Replacement Texas Ten Lease shall have occurred; (v) the tenants under the Fundamental Master Lease and the Replacement Texas Ten Lease shall have not less than one full quarter history of paying rent and reserves with no payment defaults, late payments or delinquencies; (vi) the Company’s operating partnership shall have delivered to the administrative agent a written request to return to the original pricing spreads in effect prior to the Credit Amendment (which request may not be delivered prior to July 1, 2019), together with a written certification that the foregoing conditions have been satisfied; and (vii) lenders representing two-thirds of the outstanding commitments under the Credit Agreement shall have approved the return to the original pricing spreads in effect prior to the Second Credit Amendment. Effective January 1, 2019, the Company had complied with the terms of the Second Credit Amendment including all the criteria in the definition of Texas Ten Revaluation Date. At that date, the temporary increase in borrowing base availability attributable to the Company’s borrowing base assets as provided for in the Second Credit Amendment expired, resulting in the Company’s borrowings under the credit facility exceeding borrowing base availability by approximately $7.2 million. On February 20, 2019, the Company entered into the Third Amendment (the “Third Credit Amendment”) to the Credit Agreement that further amended certain terms, covenants and conditions of the Credit Agreement and the Second Credit Amendment including, but not limited to the following: • extends the increase in borrowing base availability attributable to the Company’s borrowing base assets provided for in the Second Credit Amendment, including the Texas Ten Portfolio, until June 30, 2019; • restricts our use of proceeds from borrowings under the Credit Agreement to approximately $10.3 million for the remaining funding obligations for the expansion at Mountain’s Edge Hospital and under the Company’s construction mortgage loan to Haven Healthcare, unless approved by lenders representing two-thirds of the outstanding commitments under the Credit Agreement; • reduces the maximum amount available under the revolving credit facility from $300 million to $175 million which, when combined with the $125 million term loan, provides total commitments available to the Company under the Credit Agreement of $300 million; • requires any principal repayment on the Medistar Gemini Mortgage Loan and Medistar Stockton Loan to be used to pay down the outstanding balance on the revolving credit facility; and • prohibits the Company from declaring or paying any dividend on or prior to June 30, 2019, other than, subject to certain conditions, (i) a dividend to our common stockholders attributable to the fourth quarter of 2018 not to exceed $0.21 per share, with payment conditioned upon approval by our stockholders of the merger with Omega and subject to our maintaining a minimum of $2.0 million in unrestricted cash and cash equivalents upon payment of such dividend, and (ii) the pre-closing dividend pursuant to the terms of the merger agreement with Omega. The Company incurred fees associated with the Second Credit Amendment of approximately $0.8 million. As described above, these costs will be amortized to interest expense through July 1, 2019. The Company incurred fees associated with the Third Credit Amendment of approximately $0.2 At February 25, 2019, the Company had $278.8 Management’s Assessment of Future Borrowing Base Availability and Future Plans As noted above, the Company’s borrowings under the Credit Agreement exceeded borrowing base availability by approximately $7.2 million upon expiration on January 1, 2019 of the provisions in the Second Credit Amendment that temporarily increased borrowing base availability. The Third Credit Amendment extended to June 30, 2019 the increase in borrowing base availability attributable to the Company’s borrowing base assets provided for in the Second Credit Amendment, including the Texas Ten Portfolio. This extension increases borrowing base availability to cover all outstanding borrowings as of January 1, 2019 and the $10.3 million in pre-approved additional borrowings to complete the expansion at Mountain’s Edge Hospital and fund the remaining commitment under the Company’s construction mortgage loan with Haven Healthcare. All the Company’s outstanding borrowings on the credit facility will be repaid upon closing of the announced merger with Omega, as discussed in further detail in Note 3. In the event the merger is delayed or does not close as anticipated, the additional borrowing base availability and borrowings provided by the Third Credit Amendment, along with the Company’s current cash on hand and expected monthly net cash flows, are projected to provide sufficient liquidity to the Company to satisfy outstanding funding obligations, comprised primarily of the Haven construction mortgage loan and Mountain’s Edge construction project; ongoing operating expenses, including interest payments under the Credit Agreement; and required distributions to stockholders to satisfy REIT requirements through February 2020. Upon expiration of the extension of the borrowing base availability included in the Third Credit Amendment on June 30, 2019, the Company expects its unrestricted cash and cash equivalents on hand would be sufficient to pay down the approximately $12.0 million in excess borrowings over the estimated borrowing base availability at that date. If the Company’s unrestricted cash and cash equivalents as of July 1, 2019 are not sufficient to cover any borrowings under the Credit Agreement that exceed borrowing base availability, and the Company’s merger with Omega has not yet occurred, management would seek an additional modification of its Credit Agreement to remedy the over-advanced position, which may include, but is not limited to, granting the lenders a first mortgage interest in its real estate portfolio in order to secure all amounts outstanding under the Credit Agreement. Based upon preliminary discussions with the lead agent under the Credit Agreement, management believes that a conversion to a mortgaged-back facility is executable and the value of the Company’s real estate investments is sufficient to cover amounts outstanding on the facility. Interest Rate Swap Agreements To mitigate exposure to interest rate risk, on February 10, 2017, the Company entered into interest rate swap agreements, effective April 10, 2017, on the full $125 million on the term loan to fix the variable LIBOR interest rate at 1.84%, plus the LIBOR spread under the amended credit agreement, which was 2.75% at February 25, 2019. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income. Those amounts reported in accumulated other comprehensive income related to these interest rate swaps will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional $0.9 million will be reclassified from other comprehensive income as a decrease to interest expense. The fair value of the Company’s derivative financial instruments at December 31, 2018 and December 31, 2017 was an asset of $2.2 million and $1.2 million, respectively, and was included in Other assets, net The table below details the location in the consolidated financial statements of the gain(loss) recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2018 and 2017 (dollars in thousands). Year ended December 31, 2018 Year ended December 31, 2017 Amount of gain recognized in other comprehensive income $ 1,138 $ 636 Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense 174 (611 ) Total other comprehensive income $ 964 $ 1,247 As of December 31, 2018, the Company did not have any derivatives in a net liability position including accrued interest but excluding any adjustments for nonperformance risk. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets [Abstract] | |
Other Assets | Note 7 - Other Assets Items included in other assets, net on the Company’s consolidated balance sheets as of December 31, 2018 and 2017 are detailed in the table below (dollars in thousands): December 31, 2018 December 31, 2017 Straight-line rent receivable $ 13,325 $ 12,389 Tenant allowances and lease incentives, net 8,204 8,463 Interest and accounts receivable 4,437 548 Prepaid assets and deposits, net 2,825 2,022 Deferred financing costs, net 2,273 2,685 Interest rate swap derivative asset 2,211 1,247 Pre-acquisition costs, net 544 872 Capitalized pre-offering costs 297 297 Corporate property, net 84 139 $ 34,200 $ 28,662 Tenant allowances and lease incentives are amortized against revenue on a straight-line basis over the lease term. |
Incentive Plan
Incentive Plan | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Incentive Plan | Note 8 - Incentive Plan The Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”) provides for the grant of stock options, share awards (including restricted common stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including Long Term Incentive Plan (“LTIP”) units, which are convertible on a one-for-one basis into OP units. As of December 31, 2018, the Plan had 3,356,723 shares authorized for issuance with 2,134,091 shares available for future issuance, subject to certain adjustments set forth in the Plan. Restricted Stock Awards of restricted stock are awards of the Company’s common stock that are subject to restrictions on transferability and other restrictions as established by the Company’s compensation committee on the date of grant that are generally subject to forfeiture if employment terminates prior to vesting. Upon vesting, all restrictions would lapse. Except to the extent restricted under the award agreement, a participant awarded restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends on the shares. The awards generally cliff vest over three years or vest ratably over three years from the date of grant. The value of the awards is determined based on the market value of the Company’s common stock on the date of grant. The Company expenses the cost of restricted stock ratably over the vesting period. Restricted Stock Units The Company’s restricted stock unit (“RSU”) awards represent the right to receive unrestricted shares of common stock based on the achievement of Company performance objectives as determined by the Company’s compensation committee. Grants of RSUs prior to 2016 generally entitle recipients to shares of common stock equal to 0% up to 100% of the number of units granted at the vesting date, based on two independent criteria measured over a three-year period – (i) the Company’s absolute total stockholder return (“TSR”) and (ii) Company’s TSR relative to the MSCI US REIT Index (symbol: RMS). Grants of RSUs during and subsequent to 2016 generally entitle recipients to shares of common stock equal to 0% up to 150% of the number of units granted at the vesting date, based on four independent criteria measured over a three-year period – (i) the Company’s growth in gross real estate investments, (ii) the Company’s growth in Adjusted Funds From Operations (“AFFO”) per share, (iii) the Company’s absolute TSR and (iv) the Company’s TSR relative to the FTSE NAREIT Equity Healthcare REIT Index. RSUs are not eligible to vote or subject to receive dividend equivalents prior to vesting. Dividend equivalents are credited to the recipient and are paid only to the extent the applicable criteria are met, and the RSUs vest and the related common stock is issued. The grant date fair value of RSUs subject to vesting based on the Company’s absolute TSR and TSR relative to a REIT index is estimated using a Monte Carlo simulation that utilizes inputs such as expected future volatility of the Company’s common stock, volatilities of certain peer companies included in the applicable indexes upon which the relative TSR performance is measured, estimated risk-free interest rate and the expected service periods of three years. The estimated compensation expense for these RSUs was derived using a risk free interest rate ranging from 1.00% to 1.97%, volatility of the Company’s common stock ranging from 23.4% to 42.4%, volatility of the benchmark REIT Index from 13.6% to 19.2% and an expected service period of three years. The grant date fair value of RSUs subject to vesting based on the Company’s growth in gross real estate investments and the Company’s growth in AFFO per share is determined based on the market value of the Company’s common stock on the date of grant. The Company assesses the probability of achievement of the growth in gross real estate investments and growth in AFFO per share and records expense for the awards based on the probable achievement of these metrics. The Company recognizes the cost of restricted stock units ratably over the vesting period. The following table summarizes the stock-based award activity for the years ended December 31, 2018, 2017 and 2016: Restricted Stock Awards Weighted-Average Grant Date Fair Value Per Restricted Stock Award RSU Awards Weighted-Average Grant Date Fair Value Per RSU Outstanding as of December 31, 2015 280,080 $ 15.49 359,025 $ 7.91 Granted 88,915 11.83 216,750 9.50 Vested (16,202 ) 15.16 - - Outstanding as of December 31, 2016 352,793 $ 14.57 575,775 $ 8.51 Granted 115,030 11.18 243,750 9.98 Vested (148,636 ) 14.39 - - Cancelled (5,368 ) 15.00 - - Forfeited - - (158,927 ) 6.53 Outstanding as of December 31, 2017 313,819 $ 13.42 660,598 $ 9.52 Granted 46,788 11.14 937 11.13 Vested (207,690 ) 14.47 (8,312 ) 9.35 Forfeited (12,299 ) 11.52 (194,598 ) 9.00 Outstanding as of December 31, 2018 140,618 $ 11.28 458,625 $ 9.75 During the year ended December 31, 2018, 207,690 restricted shares of common stock granted to certain employees of the Company and non-employee directors vested. Of the restricted shares and RSUs that vested during the year ended December 31, 2018, 37,670 shares were surrendered by certain employees to satisfy their tax obligations. All forfeited shares for the year ended December 31, 2018 relate to one former non-employee director that resigned from the Board of Directors in November 2018. RSUs are included in the preceding tables as if the participants earn shares equal to 100% of the units granted. The RSUs shown as granted during the year ended December 31, 2018 represent the additional 50% of RSUs from the 2016 grant that vested for one former employee. In addition, 194,598 RSUs previously granted to employees did not vest because the criteria for vesting were not achieved. During the year ended December 31, 2017, 148,636 restricted shares of common stock granted to certain employees of the Company and non-employee directors vested. Of the restricted shares that vested, 20,229 shares were surrendered by employees to satisfy their tax obligations. All cancelled shares for the year ended December 31, 2017 relate to non-employee director compensation and are described in Note 10 under the heading “Arrangements with BlueMountain.” RSUs are included in the preceding tables as if the participants earn shares equal to 100% of the units granted. In addition, 158,927 RSUs previously granted to employees did not vest because the criteria for vesting were not achieved. All of the shares that vested during the year ended December 31, 2016 related to grants of restricted shares to non-employee directors. The table below summarizes compensation expense related to share-based payments, included in general and administrative expenses, for the years ended December 31, 2018, 2017 and 2016 (in thousands): 2018 2017 2016 Restricted stock $ 1,534 $ 1,892 $ 1,605 Restricted stock units 1,871 1,495 950 Stock-based compensation $ 3,405 $ 3,387 $ 2,555 The remaining unrecognized cost from stock-based awards at December 31, 2018 was approximately $2.9 million and will be recognized over a weighted-average period of 1.6 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 - Commitments and Contingencies Commitments As detailed in Note 4 under the heading “Investment Activity,” the Company had funding commitments of up to $19.0 million on one construction mortgage loan at December 31, 2018. As of February 25, 2019, approximately $17.8 million has been funded pursuant to this commitment. In April 2017, the Company agreed to make available through March 2019 an aggregate amount of up to $11.0 million for the construction and equipping of certain new s February 25, 2019, 6.6 In connection with entering into the master lease with Creative Solutions, the Company agreed to indemnify Creative Solutions for certain Medicare liabilities up to a maximum amount of approximately $0.8 million. As of December 31, 2018, the Company was obligated under operating lease agreements consisting primarily of the Company’s corporate office lease, which expires in 2020, and a ground lease related to the medical office building in the Company’s portfolio, which expires in 2081. Annual base rent on the corporate office lease increases approximately 3.0% annually. The Company’s ground lease rent increases 2.0% annually and is included in property-related expenses. Rent expense relating to the operating leases, including straight-line rent, was approximately $0.5 million for each of the years ended December 31, 2018, 2017 and 2016. The Company’s future minimum lease payments for its operating leases as of December 31, 2018 were as follows (dollars in thousands): For the year ending: 2019 351 2020 203 2021 176 2022 179 2023 183 Thereafter 19,617 Total $ 20,709 Contingencies From time to time, the Company or its properties may be subject to claims and suits in the ordinary course of business. The Company’s lessees and borrowers have indemnified, and are obligated to continue to indemnify, the Company against all liabilities arising from the operations of the properties and are further obligated to indemnify it against environmental or title problems affecting the real estate underlying such facilities. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on its consolidated financial condition, results of operations or cash flows. In September 2016, the Company received a Civil Investigative Demand (“CID”) from the U.S. Department of Justice (“DOJ”), which indicates that it is conducting an investigation regarding alleged violations of the False Claims Act, Stark Law and Anti-Kickback Statute in connection with claims that may have been submitted to Medicare and other federal payors for services rendered to patients at Lakeway Hospital or by providers with financial relationships with Lakeway Hospital. The CID requested certain documents and information related to the Company’s acquisition and ownership of Lakeway Hospital. The Company has learned that the DOJ is investigating the Company’s conduct in connection with its investigation of financial relationships related to Lakeway Hospital, including allegations by the DOJ that the Company violated and is continuing to violate the Anti-Kickback Statute and the False Claims Act. The Company is cooperating fully with the DOJ in connection with the CID and has produced all of the information that has been requested to date. The Company believes that the acquisition, ownership and leasing of Lakeway Hospital through the Lakeway Partnership was and is in compliance with all applicable laws. However, due to the uncertainties surrounding this matter and its ultimate outcome, the Company is unable to determine any estimate or range of loss. On February 21, 2019, a purported stockholder of the Company filed a lawsuit against the Company, its board of directors and Omega in the United States District Court for the District of Maryland, entitled Brekka v. MedEquities Realty Trust, Inc., et al. On February 22, 2019, another purported stockholder of the Company filed a derivative and class action lawsuit against the Company, its board of directors and Omega in the Circuit Court for Baltimore City, entitled Scarantino v. McRoberts et al The Company believes that the claims asserted in the above referenced lawsuits are without merit and intends to vigorously defend the Company and the director defendants against these claims. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity | Note 10 - Equity Preferred Stock Series B On March 11, 2015 and April 1, 2015, the Company sold an aggregate of 125,000 shares of the Company’s 7.875% Series B Redeemable Cumulative Preferred Stock (“Series B Preferred Stock”), with a liquidation preference of $1,000 per share, to Carter/Validus Operating Partnership, L.P., for gross proceeds of $125 million. Dividends on the Series B Preferred Stock were paid monthly at an annual rate of 7.875% of the $1,000 liquidation preference plus any accumulated and unpaid dividends. On October 4, 2016, upon completion of the IPO, the Company redeemed the Series B Preferred Stock for $131.3 million, based on the $1,000 liquidation preference and a special redemption dividend equal to 5% of the liquidation preference, plus accrued and unpaid dividends of $0.9 million from September 1, 2016 through the redemption date. Common Stock Dividends During 2018 and 2017, the Company declared common stock dividends aggregating $0.63 and $0.84 per share, respectively. The following table depicts common stock dividends related to 2017 and 2018. Quarter Quarterly Dividend Date of Declaration Date of Record Date Paid 1st Quarter 2017 $ 0.21 May 3, 2017 May 17, 2017 May 31, 2017 2nd Quarter 2017 $ 0.21 August 2, 2017 August 16, 2017 August 30, 2017 3rd Quarter 2017 $ 0.21 November 1, 2017 November 15, 2017 November 29, 2017 4th Quarter 2017 $ 0.21 February 7, 2018 February 19, 2018 March 5, 2018 1st Quarter 2018 $ 0.21 May 8, 2018 May 22, 2018 June 5, 2018 2nd Quarter 2018 $ 0.21 August 1, 2018 August 15, 2018 August 29, 2018 Arrangements with BlueMountain In connection with BlueMountain Capital Management, LLC’s (“BlueMountain”) purchase of shares of the Company’s common stock in a private placement in July 2014, the Company entered into the BlueMountain Rights Agreement with BlueMountain, which currently allows for BlueMountain to designate two directors on the Company’s board of directors. Pursuant to BlueMountain’s internal policies, all compensation payable to the BlueMountain director designees who are employees of BlueMountain is paid or transferred to BlueMountain, including an aggregate of 16,108 restricted shares of common stock granted to the BlueMountain director designees in 2014 and 2015. Due to adverse tax implications for BlueMountain related to its receipt of restricted stock, the Company and BlueMountain agreed to the following, which occurred on March 28, 2017: (i) BlueMountain forfeited 10,740 vested shares of common stock previously granted to the BlueMountain director designees; (ii) the Company repurchased and cancelled the remaining 5,368 unvested restricted shares of common stock held by BlueMountain for approximately $50,000; and (iii) BlueMountain repaid to the Company approximately $29,000, which represented all dividends previously paid on the 16,108 restricted shares previously granted to the BlueMountain director designees. Noncontrolling Interest The Company owns Lakeway Hospital through a consolidated partnership, which, based on a total equity cash contribution of $2.0 million, is owned 51% by the Company and 49% by an entity that is owned indirectly by a physicians group and a non-physician investor. The partnership was formed on March 20, 2015. The Company’s equity contribution to the Lakeway Partnership was $1.0 million, and the Company’s transfer of the original $50.0 million note and $23.0 million of cash to the Lakeway Partnership is structured as an intercompany $73.0 million loan (the “Lakeway Intercompany Mortgage Loan”) to the Lakeway Partnership that is secured by a first mortgage lien on Lakeway Hospital. The Lakeway Intercompany Mortgage Loan has a ten-year term and requires payments of principal and interest at a rate of 8.0% per annum based on a 25-year amortization schedule. The interest rate on the Lakeway Intercompany Mortgage Loan will reset after five years based upon then-current market rates. At December 31, 2018 and 2017, the Lakeway Intercompany Mortgage Loan had an outstanding principal balance of $69.6 million and $70.7 million, respectively. |
Distributions (unaudited)
Distributions (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Distributions [Abstract] | |
Distributions | Note 11 – Distributions (unaudited) The Company must distribute at least 90% of its taxable income in order to continue to maintain our qualification as a REIT. This distribution requirement can be satisfied by current year distributions or, to a certain extent, by distributions in the following year. For federal income tax purposes, distributions to stockholders are treated as ordinary income, return of capital or a combination thereof. The federal income tax classification of the per share common stock distributions are as follows: Year Ended December 31, 2018 2017 2016 Ordinary taxable distributions $ 0.29 $ 0.66 $ 0.22 Return of capital 0.34 0.18 0.70 Total $ 0.63 $ 0.84 $ 0.92 Pursuant to Section 857(b)(9) of the Code, dividend distributions made to stockholders on January 14, 2016 with a record date of December 31, 2015 are deemed to have been received by stockholders of record on December 31, 2015. Based on earnings and profits for the taxable year 2015, the Company’s aggregate cash distributions exceeded its earnings and profits for the taxable year 2015. Therefore, a portion of the January 14, 2016 cash distribution was treated as a 2016 distribution for federal income tax purposes and were included as taxable income to the recipient in 2016. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 12 - Earnings per Share The Company applies the two-class method for determining earnings per common share as its outstanding restricted common stock with non-forfeitable dividend rights are considered participating securities. The following table sets forth the computation of earnings per common share for the years ended December 31, 2018, 2017 and 2016 (amounts in thousands, except per share amounts): Numerator: For the year ended December 31, 2018 For the year ended December 31, 2017 For the year ended December 31, 2016 Net income $ 9,506 $ 24,152 $ 11,316 Less: Net income attributable to noncontrolling interest (3,843 ) (3,730 ) (266 ) Less: Dividends on preferred shares - - (13,760 ) Net income (loss) attributable to common stockholders 5,663 20,422 (2,710 ) Less: Allocation to participating securities (183 ) (265 ) (182 ) Net income (loss) available to common stockholders $ 5,480 $ 20,157 $ (2,892 ) Denominator Basic weighted-average common shares 31,597 31,447 15,838 Dilutive potential common shares 4 37 - Diluted weighted-average common shares 31,601 31,484 15,838 Earnings (loss) per common share- basic and diluted $ 0.17 $ 0.64 $ (0.18 ) The effects of RSUs outstanding were excluded from the calculation of diluted loss per common share for the year ended December 31, 2016 because their effects were not dilutive. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 13 - Fair Value of Financial Instruments Financial Assets and Liabilities Measured at Fair Value The Company’s financial assets and liabilities measured at fair value on a recurring basis currently include derivative financial instruments. These derivative financial instruments are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy. The fair value of the Company’s interest rate swaps asset, which is included in Other assets, net on the consolidated balance sheet, was $2.2 million and $1.2 million at December 31, 2018 and 2017, respectively. See Note 6 for further discussion regarding the Company’s interest rate swap agreements. Financial Assets and Liabilities Not Carried at Fair Value The carrying amounts of cash and cash equivalents, restricted cash, receivables and payables are reasonable estimates of their fair value as of December 31, 2018 and 2017 due to their short-term nature. The fair value of the Company’s mortgages and note receivable as of December 31, 2018 and 2017 is estimated by using Level 2 inputs such as discounting the estimated future cash flows using current market rates for similar loans that would be made to borrowers with similar credit ratings and for the same remaining maturities. As of December 31, 2018, the fair value of the Company’s $52.0 million mortgage notes and note receivable was estimated to be approximately $51.9 million. As of December 31, 2017, the fair value of the Company’s $18.6 million mortgage notes receivable was estimated to be approximately $18.7 million. At December 31, 2018 and 2017, the Company’s indebtedness was comprised of borrowings under the credit facility that bear interest at LIBOR plus a margin (Level 2). The fair value of borrowings under the credit facility is considered to be equivalent to their carrying values as the debt is at variable rates currently available and resets on a monthly basis. Fair value estimates are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement at such fair value amounts may not be possible. |
Selected Interim Financial Data
Selected Interim Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Interim Financial Data (unaudited) | Note 14- Selected Interim Financial Data (unaudited) The following is a summary of the unaudited quarterly financial information for the years ended December 31, 2018 and 2017 (amounts in thousands, except per share data): Quarter ended March 31 June 30 September 30 December 31 2018 Revenues $ 16,716 $ 17,560 $ 9,678 $ 13,306 Interest expense (2,558 ) (2,786 ) (3,190 ) (3,953 ) Net income (loss) 6,154 4,186 (1,196 ) 362 Net income attributable to noncontrolling interest (985 ) (954 ) (951 ) (953 ) Net income (loss) attributable to common stockholders $ 5,169 $ 3,232 $ (2,147 ) $ (591 ) Net income (loss) attributable to common stockholders per share: Basic and diluted $ 0.16 $ 0.10 $ (0.07 ) $ (0.02 ) Quarter ended March 31 June 30 September 30 December 31 2017 Revenues $ 14,282 $ 14,825 $ 15,766 $ 16,232 Interest expense (1,515 ) (1,808 ) (2,117 ) (2,261 ) Net income 5,475 5,732 6,266 6,679 Net income attributable to noncontrolling interest (944 ) (936 ) (941 ) (909 ) Net income attributable to common stockholders $ 4,531 $ 4,796 $ 5,325 $ 5,770 Net income attributable to common stockholders per share: Basic and diluted $ 0.14 $ 0.15 $ 0.17 $ 0.18 The sum of the basic and diluted earnings per common share for the four quarters in the periods presented may differ from the annual earnings per common share calculation due to the required method of computing the weighted average number of common shares in the respective periods. |
Schedule III Real Estate and Ac
Schedule III Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule III Real Estate and Accumulated Depreciation | Real Estate and Accumulated Depreciation (dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Property/Portfolio Name Location Number of Properties Type of Property (3) Encumbrances Land Building and improvements and intangible lease assets Furniture, fixtures, and equipment Cost Capitalized Subsequent to Acquisition Land Building and improvements and intangible lease assets Furniture, fixtures, and equipment Total (1) Accumulated Depreciation (1) (2) Date of Construction Date Acquired Texas Ten Portfolio TX 10 SNF $ - $ 4,325 $ 140,815 $ - $ 2 $ 4,325 $ 140,817 $ - $ 145,142 $ (15,062 ) 1963-2013 2015 Life Generations Portfolio CA 6 SNF/ALF - 18,338 75,592 2,748 18 18,341 75,607 2,748 96,696 (12,211 ) 1966-1992 2015 Lakeway Hospital TX 1 ACH - 5,181 69,875 - - 5,181 69,875 - 75,056 (5,967 ) 2012 2015 Kentfield Rehabilitation & Specialty Hospital CA 1 LTACH - 6,204 51,826 - - 6,204 51,826 - 58,030 (6,553 ) 1962 2014 Mountain's Edge Hospital NV 1 ACH - 2,296 27,116 - 5,144 2,296 32,260 - 34,556 (2,337 ) 2015-2018 2015 AAC Portfolio TX, NV 4 BH - 2,026 23,021 - - 2,026 23,021 - 25,047 (1,288 ) 1980-2001 2017 Southern Indiana Rehabilitation Hospital IN 1 IRF - 1,967 21,409 - - 1,968 21,408 - 23,376 (468 ) 1993 2018 Horizon Specialty Hospital of Henderson NV 1 LTACH - 733 19,277 - - 733 19,277 - 20,010 (2,376 ) 2012 2014 Physical Rehabilitation and Wellness Center of Spartanburg SC 1 SNF - 170 19,830 - - 170 19,830 - 20,000 (2,321 ) 1989 2014 Vibra Rehabilitation Hospital of Amarillo TX 1 IRF - 991 18,181 227 - 991 18,181 227 19,399 (3,033 ) 1990 2015 Advanced Diagnostics Hospital East TX 1 ACH - 863 16,668 - 18 864 16,685 - 17,549 (495 ) 1998 2017 Mira Vista Court TX 1 SNF - 1,343 14,657 - - 1,343 14,657 - 16,000 (1,780 ) 2013 2015 North Brownsville Medical Plaza TX 1 MOB - - 15,128 - 506 - 15,628 6 15,634 (3,533 ) 2007 2014 Magnolia Portfolio IN 2 SNF - 217 14,265 557 - 217 14,265 557 15,039 (1,179 ) 1983-1986 2017 Woodlake at Tolland Nursing and Rehabilitation CT 1 SNF - 490 9,643 - - 490 9,643 - 10,133 (956 ) 1992 2017 Norris Academy TN 1 BH - 445 5,844 96 - 445 5,844 96 6,385 (52 ) 2018 2018 Total $ - $ 45,589 $ 543,147 $ 3,628 $ 5,688 $ 45,594 $ 548,824 $ 3,634 $ 598,052 $ (59,611 ) Reference footnotes on the next page. (1) The changes in total real estate and accumulated depreciation for the years ended December 31, 2018, 2017 and 2016 are as follows: For the year ended December 31, 2018 For the year ended December 31, 2017 For the year ended December 31, 2016 Cost Balance at beginning of period $ 563,728 $ 494,874 $ 504,853 Acquisitions 23,377 55,250 - Capitalized costs 4,563 1,104 21 Foreclosure of mortgage note - - - Conversion of mortgage note 6,384 12,500 - Elimination of earn-out payment - - (10,000 ) Balance at end of period $ 598,052 $ 563,728 $ 494,874 Accumulated Depreciation Balance at beginning of period $ 41,984 $ 26,052 $ 11,172 Depreciation 17,627 15,932 14,880 Balance at end of period $ 59,611 $ 41,984 $ 26,052 The unaudited aggregate net tax value of real estate assets for federal income tax purposes as of December 31, 2018 is estimated to be $550 million. (2) The cost of building and improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and improvements, ranging primarily from 2 to 50 years. The cost of intangible lease assets is depreciated on a straight-line basis over the initial term of the related leases, ranging primarily from 12 to 15 years. The cost of furniture, fixtures and equipment are depreciated on a straight-line basis over the estimated useful lives of the furniture, fixtures and equipment, ranging primarily from 5 to 14 years. See Note 2 to the consolidated financial statements for information on useful lives used for depreciation and amortization. (3) LTACH -- long-term acute care hospital; SNF -- skilled nursing facility; MOB -- medical office building; IRF -- inpatient rehabilitation facility; ACH -- acute care hospital; ALF -- assisted living facility; BH – behavioral health facility. |
Schedule IV Mortgage Loans Rece
Schedule IV Mortgage Loans Receivable on Real Estate | 12 Months Ended |
Dec. 31, 2018 | |
Mortgage Loans On Real Estate [Abstract] | |
Schedule IV Mortgage Loans Receivable on Real Estate | Mortgage Loans Receivable on Real Estate (dollars in thousands) Description Interest Rate Final Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages (7) Principal Amount of Loans Subject to Delinquent Principal or Interest First mortgage relating to 1 property in: Springfield, Massachusetts -- rehabilitation hospital 9.00% 6/30/2023 (1) - $ 10,000 $ 8,651 - Webster, Texas -- integrated medical facility 12.00% 1/31/2019 (2) - 9,700 9,700 - Meridian, Idaho -- long-term acute care hospital 10.00% 7/8/2021 (3) - 16,229 16,229 - Second mortgage relating to 1 property in: Clarksville, Indiana -- inpatient rehabilitation facility 9.50% 1/17/2021 (4) 15,791 (5) 5,414 5,414 - Dallas, Texas -- skilled nursing and assisted living facility 10.00% 3/29/2020 (6) 15,994 5,000 5,000 - $ 31,785 $ 46,343 $ 44,994 (1) The Springfield, Massachusetts loan, which was originated on August 1, 2014, was modified on June 27, 2018 to convert to a 10-year amortizing loan with monthly principal and interest payments and a balloon payment on the maturity date of June 30, 2023. Principal of $1.0 million was repaid at the date of modification. (2) This loan was originated on August 1, 2017 with additional funding on February 16, 2018, at which time the interest rate under the loan increased from 10.0% per annum to 12.0% per annum. Interest accrues monthly on the Webster, Texas loan and is payable on the Maturity Date. (3) The Meridian, Idaho loan is a construction mortgage loan of up to $19.0 million. Interest accrues monthly and is added to the principal of the loan. (4) The interest rate for the Clarksville, Indiana loan is 9.5% per annum and has a claw-back feature that would equate to a 15% annual interest rate from inception of the loan should the Company not elect to exercise their option on the property under development. Interest for the loan is paid monthly in arrears. (5) The Clarksville, Indiana loan is for a property that is under development with a first mortgage commitment of $15.8 million. (6) Interest accrues monthly and is payable on the Maturity Date. (7) Carrying amount of mortgages represents the contractual amount due under the mortgage note as of the date of this Schedule IV and excludes any other fees or costs associated with the mortgage notes and their origination. The aggregate cost for federal income tax purposes as of December 31, 2018 is estimated to be $45.0 million. Changes in mortgage loans for the periods ended December 31, 2018, 2017 and 2016 are summarized as follows: For the year ended December 31, 2018 For the year ended December 31, 2017 For the year ended December 31, 2016 Balance at beginning of period $ 18,635 $ 10,000 $ 10,000 Additions during year: New mortgage loans 34,092 (8) 21,135 (9) - 34,092 21,135 - Deductions during year: Collection of principal (1,349 ) - - Foreclosure of mortgage note - - - Conversion to fee simple ownership (6,384 ) (8) (12,500 ) (9) - (7,733 ) (12,500 ) - Balance at end of period $ 44,994 $ 18,635 $ 10,000 (8) On September 27, 2018, the Company acquired the newly constructed Norris Academy. The purchase price of approximately $6.4 million was satisfied by applying the aggregate principal amount outstanding on the construction mortgage loan provided by the Company. The Company funded approximately $1.9 million on the construction mortgage loan for the year ended December 31, 2017 and approximately $4.5 million for the year ended December 31, 2018. (9) On January 30, 2017, the Company invested $12.5 million through a newly originated interest-only loan secured by a first mortgage on a licensed general acute care surgical hospital. On November 10, 2017, the Company completed the acquisition of Advanced Diagnostics Hospital East for a purchase price of $17.5 million, pursuant to the exercise of its exclusive right to purchase the property contained in the Company's $12.5 million mortgage note receivable. The $12.5 million in principal outstanding on the mortgage note receivable was applied to the purchase price, and the Company paid an additional $5.0 million in cash in satisfaction of the purchase price. |
Accounting Policies and Relat_2
Accounting Policies and Related Matters (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates : The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the amounts of revenue and expense reported in the period. Significant estimates are made for the valuation of real estate and any related intangibles and fair value assessments with respect to purchase price allocations. Actual results may differ from those estimates. |
Principles of Consolidation | Principles of Consolidation : The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries and subsidiaries in which the Company has a controlling interest. All material intercompany transactions and balances have been eliminated in consolidation. There are no material differences between the Company and the Operating Partnership as of December 31, 2018. |
Noncontrolling Interest | Noncontrolling Interest : The portion of equity not owned by the Company in entities controlled by the Company, and thus consolidated, is presented as noncontrolling interest and classified as a component of consolidated equity, separate from total stockholders’ equity on the Company’s consolidated balance sheets. The amount recorded will be based on the noncontrolling interest holder’s initial investment in the consolidated entity, adjusted to reflect the noncontrolling interest holder’s share of earnings or losses in the consolidated entity and any distributions received or additional contributions made by the noncontrolling interest holder. The earnings or losses from the entity attributable to noncontrolling interests are reflected in “net income attributable to noncontrolling interest” in the consolidated statements of operations. |
Segment Reporting | Segment Reporting : The Company owns, acquires and finances healthcare-related properties. The Company is managed as one reporting unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making. Therefore, the Company discloses its operating results in a single reportable segment. |
Cash and Cash Equivalents | Cash and Cash Equivalents : Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. The majority of the Company’s cash and cash equivalents are held at major commercial banks which at times may exceed the Federal Deposit Insurance Corporation limit. The Company has not experienced any losses to date on invested cash. |
Revenue Recognition | Revenue Recognition- Leases of Real Estate Properties: At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. Currently, all of the Company’s lease arrangements are classified as operating leases. Rental revenue for operating leases is recognized on a straight-line basis over the lease term when collectability is reasonably assured and the tenant has taken possession or controls the physical use of a leased asset. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or by the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. The determination of ownership of the tenant improvements is subject to significant judgment. If the Company’s assessment of the owner of the tenant improvements for accounting purposes were different, the timing and amount of revenue recognized would be impacted. The Company maintains an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For straight-line rent amounts, the Company’s assessment is based on income recoverable over the term of the lease. The Company exercises judgment in establishing allowances and considers payment history and current credit status in developing these estimates. These estimates may differ from actual results, which could be material to the consolidated financial statements. At December 31, 2018 and 2017, the Company had no allowance for doubtful accounts. The Company’s leases are generally “triple-net” leases with terms requiring operating expenses associated with the Company’s facilities, such as taxes, insurance and utilities, to be paid directly by the Company’s tenants. Failure by a tenant to pay such expenses, or to pay late, would result in a violation of the lease agreement, which could lead to an event of default if not cured timely. Leases in the medical office building owned by the Company require tenants to make estimated payments to the Company to cover their proportional share of operating expenses, including, but not limited to, real estate taxes, property insurance, routine maintenance and repairs, utilities and property management expenses. The Company collects these estimated expenses and is reimbursed by tenants for any actual expense in excess of estimates or reimburses tenants if collected estimates exceed actual operating results. The reimbursements are recorded in rental income as operating expense recoveries, and the expenses are recorded in property-related expenses, as the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the credit risk. For the years ended December 31, 2018, December 31, 2017 and December 31, 2016, the Company reported operating expense recoveries, primarily related to its one medical office building, totaling $0.2 million, $1.0 million, and $0.9 million, respectively, which is included in rental income on the consolidated statements of operations. Revenue Recognition- Mortgage Notes and Other Receivables: Mortgage notes receivable are classified as held-for-investment based on management’s intent and ability to hold the mortgage notes receivable for the foreseeable future or to maturity. The Company recognizes interest income on mortgage notes receivable, including the amortization of any discounts and premiums, using the interest method applied on a loan-by-loan basis when collectability of the future payments is reasonably assured. Premiums, discounts and related costs are recognized as yield adjustments over the term of the related loans. Mortgage notes receivable are placed on non-accrual status at such time as management determines that collectability of contractual amounts is not reasonably assured. While on non-accrual status, mortgage notes receivable are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, where cash receipts reduce the carrying value of the loan, based on management’s judgment of collectability. No mortgage notes receivable are currently on non-accrual status. Allowances are established for loans based upon an estimate of probable losses on an individual basis if they are determined to be impaired. Loans are impaired when it is deemed probable that the Company will be unable to collect all amounts due on a timely basis in accordance with the contractual terms of the loan. The allowance is based upon management’s assessment of the borrower’s overall financial condition, resources and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the net realizable value of any collateral. These estimates consider all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan’s effective interest rate, the fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors. At December 31, 2018 and 2017, the Company had no allowance for loan losses. Commitment, origination and other fees from lending activities are recognized as interest income over the life of the related loan. |
Allocation of Purchase Price of Acquired Real Estate | Allocation of Purchase Price of Acquired Real Estate : As part of the purchase price allocation process of acquisitions (whether accounted for as asset acquisitions or business combinations), management makes estimates based upon the relative fair values of each component for asset acquisitions and at a fair value of each component for business combinations. In making estimates of fair values for purposes of allocating purchase prices of acquired real estate, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the assets acquired. The Company records above-market and below-market in-place lease values, if any, which are based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, or, for below-market in-place leases, including any bargain renewal option terms. The Company amortizes any resulting capitalized above-market lease values as a reduction of rental income over the lease term. The Company amortizes any resulting capitalized below-market lease values as an increase to rental income over the lease term. As of December 31, 2018 and 2017, the Company had one above-market in-place lease with a gross value of $7.6 million. The Company did not have any below-market in-place leases as of December 31, 2018 and 2017. The Company amortizes the value of in-place leases to amortization expense over the initial term of the respective leases. If a lease is terminated, the unamortized portion of the in-place lease value is charged to amortization expense. Depreciation and amortization of real estate assets and liabilities is provided for on a straight-line basis over the estimated useful lives of the assets: Building 18 to 50 years Improvements 2 to 48 years Lease intangibles 12 to 15 years Furniture, fixtures, and equipment 5 to 14 years |
Asset Impairment | Asset Impairment- Real Estate Properties: Real estate asset impairment losses are recorded when events or changes in circumstances indicate the asset is impaired and the estimated undiscounted cash flows to be generated by the asset are less than its carrying amount. Management assesses the impairment of properties individually and impairment losses are calculated as the excess of the carrying amount over the fair value of assets to be held and used, and carrying amount over the fair value less cost to sell in instances where management has determined that the Company will dispose of the property and the criteria are met for the property to be classified as held-for-sale. In determining the fair value, the Company uses current appraisals or other third party opinions of value and other estimates of fair value such as estimated discounted future cash flows. Asset Impairment- Mortgage Notes and Other Receivables: The Company evaluates the carrying value of mortgage and other notes receivable on an individual basis. Management periodically evaluates the realizability of future cash flows from the mortgage note receivable when events or circumstances, such as non-receipt of principal and interest payments and/or significant deterioration of the financial condition of the borrower, indicate that the Company will be unable to collect all the contractual interest and principal payments as scheduled in the loan agreement. An impairment charge is recognized in current period earnings and is calculated as the difference between the carrying amount of the loan and the discounted cash flows expected to be received, or if foreclosure is probable, the fair value of the collateral securing the loan. |
Earnings Per Share | Earnings Per Share : Basic earnings per common share is computed by dividing net income (loss) applicable to common shares by the weighted number of shares of common stock outstanding during the period. Diluted earnings per common share is calculated by including the effect of dilutive securities. Certain of the Company’s unvested restricted stock awards contain non-forfeitable rights to dividends, and accordingly, these awards are deemed to be participating securities. These participating securities are included in the earnings allocation in computing both basic and diluted earnings per common share. |
Income Taxes | Income Taxes : Commencing with its taxable year ended December 31, 2014, the Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). The Company intends at all times to maintain its qualification as a REIT under Sections 856 through 860 of the Code. The Company has elected that its subsidiary, MedEquities Realty TRS, LLC, be taxed as a TRS under provisions of the Code. A TRS is subject to federal and state income taxes like those applicable to regular corporations. Aside from such income taxes that may be applicable to the taxable income in the Company’s TRS, the Company will not be subject to federal income tax provided that the Company continues to maintain its qualification as a REIT and makes distributions to stockholders equal to or in excess of the Company’s taxable income. The Company’s federal tax returns for the years ended December 31, 2015, 2016 and 2017 are currently subject to examination by taxing authorities. The Company classifies interest and penalties related to uncertain tax positions, if any, in the Company’s consolidated financial statements as a component of income tax expense. The Company has made no U.S. federal income tax payments. |
Stock-Based Compensation | Stock-Based Compensation : The fair value of stock-based awards is calculated on the date of grant. The Company amortizes the stock-based compensation expense on a straight-line basis over the period that the awards are expected to vest, net of any forfeitures. Forfeitures of stock-based awards are recognized as they occur. |
Deferred Costs | Deferred Costs : Costs incurred prior to the completion of offerings of stock or other capital instruments that directly relate to the offering are deferred and netted against proceeds received from the offering. |
Fair Value Measurement | Fair Value Measurement : Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. In calculating fair value, a company must maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements. A hierarchy of valuation techniques is defined to determine whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy: • Level 1 - quoted prices for identical instruments in active markets; • Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and • Level 3 - fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or 3 even though there may be some significant inputs that are readily observable. Valuation techniques used by the Company include the use of third-party valuations and internal valuations, which may include discounted cash flow and Monte Carlo valuation models. For the years ended December 31, 2018 and 2017, the Company has recorded all acquisitions based on estimated fair values. The fair values were obtained from third-party appraisals based on comparable properties (using the market approach, which involved Level 3 inputs in the fair value hierarchy). |
Derivatives | Derivatives: In the normal course of business, the Company is subject to risk from adverse fluctuations in interest rates. The Company has chosen to manage this risk through the use of derivative financial instruments, primarily interest rate swaps. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use derivative instruments for trading or speculative purposes. The Company’s objective in managing exposure to interest risk is to limit the impact on cash flows. To qualify for hedge accounting, the Company’s interest rate swaps must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transactions must be, and be expected to remain, probable of occurring in accordance with the Company’s related assertions. All of the Company’s hedges are cash flow hedges. The Company recognizes all derivative instruments as assets or liabilities at their fair value in the consolidated balance sheets. Changes in the fair value of derivative instruments that are not designated as hedges or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designed in qualified cash flow hedging relationships, the change in fair value of the derivatives is recognized in accumulated other comprehensive income (loss). Gains and losses are reclassified from accumulated other comprehensive income into earnings once the underlying hedged transaction is recognized in earnings. |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income : Certain items must be included in comprehensive income, including items such as foreign currency translation adjustments, minimum pension liability adjustments and unrealized gains or losses on available-for-sale securities. The accumulated other comprehensive income balances at December 31, 2018 and 2017 were approximately $2.2 million $1.2 million, respectively. |
Recent Accounting Developments | Recent Accounting Developments: On January 1, 2018, the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2016-18, “Statement of Cash Flows - Restricted Cash,” became effective for the Company. This guidance requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The consolidated statement of cash flows for the year ended December 31, 2016 reflects an increase in the beginning of period cash, cash equivalents and restricted cash line item and an increase in the change in other assets line item, each of approximately $0.1 million. The consolidated statement of cash flows for the year ended December 31, 2017 reflects an increase in the beginning of period cash, cash equivalents and restricted cash line item and a decrease in the change in other assets line item, each of approximately $0.3 million, as a result of the adoption of this new guidance. On January 1, 2018, the FASB’s new revenue recognition standard included in Accounting Standards Codification (“ASC”) 606 , Revenue from Contacts with Customers, In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities.” The purpose of this updated guidance is to align better a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning January 1, 2019. The Company adopted the new standard on January 1, 2018, which had no impact on the Company’s consolidated financial statements. In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02, which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheet and making targeted improvements to lessor accounting. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Targeted Improvements. The new standard is effective for the Company on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on January 1, 2019 and used the effective date as its date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard the Company’s prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements, the latter not being applicable to the Company. While the Company continues to assess all of the effects of adoption, it currently believes the most significant effect for the Company as lessee relates to the recognition of new right-of-use assets and lease liabilities on its consolidated balance sheet for the corporate office lease and one ground lease. Upon adoption, the Company currently expects to recognize additional operating liabilities of approximately $3.2 million, with corresponding right-of-use assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for these two existing operating leases. For leases where the Company is the lessor, the Company does not expect the new standard to have a material effect on its consolidated financial statements. The Company currently has one medical office building in which the Company provides services to maintain the asset. While the new standard identifies common area maintenance as a non-lease component of the Company’s real estate lease contracts, the Company expects to apply the practical expedient to account for its gross real estate leases in its one medical office building and associated common area maintenance components as a single, combined operating lease component. Consequently, the Company does not expect the new standard’s changed guidance on contract components to significantly affect its financial reporting. In addition, due to the new standard’s narrowed definition of initial direct costs, the Company expects to expense lease origination costs as incurred that are currently capitalized as initial direct costs and amortized to expense over the lease term. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The standard also requires additional disclosures related to significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The amended guidance is effective for fiscal years, and interim periods within those years, beginning January 1, 2020, with early adoption permitted for the fiscal years, and interim periods within those fiscal years, beginning January 1, 2019. The Company is evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements and currently expects that it will not have a material impact. |
Accounting Policies and Relat_3
Accounting Policies and Related Matters (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation and amortization of real estate assets and liabilities is provided for on a straight-line basis over the estimated useful lives of the assets: Building 18 to 50 years Improvements 2 to 48 years Lease intangibles 12 to 15 years Furniture, fixtures, and equipment 5 to 14 years |
Investment Activity (Tables)
Investment Activity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Future Minimum Payments for Operating Leases | Minimum cash rental payments due to the Company in future periods under executed non-cancelable operating leases in place for the Company’s properties as of December 31, 2018 are as follows (dollars in thousands): For the year ending December 31 (1) 2019 $ 55,860 2020 56,500 2021 57,194 2022 58,117 2023 59,084 Thereafter 526,114 Total $ 812,869 (1) Includes cash rental payments due to the Company under the 15-year triple-net master lease with certain affiliates of Creative Solutions for the Texas Ten Portfolio, which commenced on January 1, 2019 and provides initial annual base rent of approximately $7.7 million. Additionally, the table includes cash rental payments under a 10-year lease agreement for approximately 29.1% of the Company’s one medical office building with commenced on January 1, 2019 and provides for initial annual base rent of approximately $0.4 million. |
Sales Revenue, Net | Credit Concentration Risk | |
Concentrations of Credit Risks | The following table contains information regarding tenant concentration in the Company’s portfolio, based on the percentage of revenues (rental income and interest on mortgage notes receivable and note receivable) for the years ended December 31, 2018, 2017 and 2016, related to tenants, or affiliated tenants, that exceed 10% of revenues. % of revenue for the year ended December 31, 2018 2017 2016 Baylor Scott & White Health 25.6% 24.1% N/A (1) Fundamental Healthcare 17.2% 15.1% 16.7% Vibra Healthcare 15.8% 12.9% 15.5% Life Generations Healthcare 15.0% 14.1% 17.5% Prior Texas Ten Tenant (2) 23.5% 28.9% (1) Percentage of revenue is less than 10%. (2) The Company began recognizing revenue under the master lease as cash is received from the Prior Texas Ten Tenant effective July 1, 2018. As a result, the percentage of revenue for the year ended December 31, 2018 is less than 10%. On December 31, 2018, the lease with the Prior Texas Ten Tenant was terminated. The Company entered into a 15-year triple-net master lease agreement with certain affiliates of Creative Solutions for the Texas Ten Portfolio, which commenced on January 1, 2019. See “Texas Ten Portfolio Master Lease Update” above. |
Sales Revenue, Net | Geographic Concentration Risk | |
Concentrations of Credit Risks | The following table contains information regarding the geographic concentration of the properties in the Company’s portfolio as of December 31, 2018 and 2017, which includes percentage of rental income for the years ended December 31, 2018 and 2017 (dollars in thousands). Number of Properties at December 31, Gross Investment at December 31, % of Total Real Estate Property Investments at December 31, % of Rental Income State 2018 2017 2018 2017 2018 2017 For the year ended December 31, 2018 For the year ended December 31, 2017 Texas 17 17 $ 300,259 $ 300,206 50.2% 53.3% 48.0% 60.5% California 7 7 154,726 154,726 25.9% 27.4% 26.5% 23.8% Nevada 4 4 68,134 63,624 11.4% 11.3% 14.3% 10.5% Indiana 3 2 38,415 15,039 6.4% 2.7% 5.3% 1.1% South Carolina 1 1 20,000 20,000 3.3% 3.5% 3.7% 3.3% Connecticut 1 1 10,133 10,133 1.7% 1.8% 1.9% 0.8% Tennessee 1 - 6,385 - 1.1% - 0.3% - 34 32 $ 598,052 $ 563,728 100.0% 100.0% 100.0% 100.0% |
Real Estate Intangibles (Tables
Real Estate Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Carrying Amount of Real Estate Intangible Assets | The following is a summary of the carrying amount of real estate intangible assets (dollars in thousands): December 31, 2018 December 31, 2017 Gross Intangibles Accumulated Amortization Net Intangibles Gross Intangibles Accumulated Amortization Net Intangibles Weighted Average Life (Years) as of December 31, 2018 Above-market lease $ 7,636 $ (1,655 ) $ 5,981 $ 7,636 $ (1,146 ) $ 6,490 11.8 In-place leases 2,406 (1,446 ) 960 2,406 (1,323 ) 1,083 9.7 Leasing commissions 1,294 (639 ) 655 1,294 (560 ) 734 9.2 Legal/marketing fees 51 (31 ) 20 51 (28 ) 23 9.2 Total $ 11,387 $ (3,771 ) $ 7,616 $ 11,387 $ (3,057 ) $ 8,330 11.3 |
Expected Amortization of Existing Real Estate Intangible Assets | The following table represents expected amortization of existing real estate intangible assets at December 31, 2018 (dollars in thousands): For the year ending December 31: 2019 $ 687 2020 687 2021 687 2022 687 2023 687 Thereafter 4,181 Total $ 7,616 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Debt Balance | The table below details the Company’s debt balance at December 31, 2018 and 2017 (dollars in thousands): December 31, 2018 December 31, 2017 Term loan- secured $ 125,000 $ 125,000 Revolving credit facility- secured 153,800 91,200 Unamortized deferred financing costs (663 ) (677 ) $ 278,137 $ 215,523 |
Summary of Gain (Loss) Recognized On Interest Rate Derivative Designated As Cash Flow Hedges | The table below details the location in the consolidated financial statements of the gain(loss) recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2018 and 2017 (dollars in thousands). Year ended December 31, 2018 Year ended December 31, 2017 Amount of gain recognized in other comprehensive income $ 1,138 $ 636 Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense 174 (611 ) Total other comprehensive income $ 964 $ 1,247 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets [Abstract] | |
Schedule of Other Assets, Net on Consolidated Balance Sheet | Items included in other assets, net on the Company’s consolidated balance sheets as of December 31, 2018 and 2017 are detailed in the table below (dollars in thousands): December 31, 2018 December 31, 2017 Straight-line rent receivable $ 13,325 $ 12,389 Tenant allowances and lease incentives, net 8,204 8,463 Interest and accounts receivable 4,437 548 Prepaid assets and deposits, net 2,825 2,022 Deferred financing costs, net 2,273 2,685 Interest rate swap derivative asset 2,211 1,247 Pre-acquisition costs, net 544 872 Capitalized pre-offering costs 297 297 Corporate property, net 84 139 $ 34,200 $ 28,662 |
Incentive Plan (Tables)
Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-Based Award Activity | The following table summarizes the stock-based award activity for the years ended December 31, 2018, 2017 and 2016: Restricted Stock Awards Weighted-Average Grant Date Fair Value Per Restricted Stock Award RSU Awards Weighted-Average Grant Date Fair Value Per RSU Outstanding as of December 31, 2015 280,080 $ 15.49 359,025 $ 7.91 Granted 88,915 11.83 216,750 9.50 Vested (16,202 ) 15.16 - - Outstanding as of December 31, 2016 352,793 $ 14.57 575,775 $ 8.51 Granted 115,030 11.18 243,750 9.98 Vested (148,636 ) 14.39 - - Cancelled (5,368 ) 15.00 - - Forfeited - - (158,927 ) 6.53 Outstanding as of December 31, 2017 313,819 $ 13.42 660,598 $ 9.52 Granted 46,788 11.14 937 11.13 Vested (207,690 ) 14.47 (8,312 ) 9.35 Forfeited (12,299 ) 11.52 (194,598 ) 9.00 Outstanding as of December 31, 2018 140,618 $ 11.28 458,625 $ 9.75 |
Summary of Share Based Compensation Expense | The table below summarizes compensation expense related to share-based payments, included in general and administrative expenses, for the years ended December 31, 2018, 2017 and 2016 (in thousands): 2018 2017 2016 Restricted stock $ 1,534 $ 1,892 $ 1,605 Restricted stock units 1,871 1,495 950 Stock-based compensation $ 3,405 $ 3,387 $ 2,555 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments for Operating Leases | The Company’s future minimum lease payments for its operating leases as of December 31, 2018 were as follows (dollars in thousands): For the year ending: 2019 351 2020 203 2021 176 2022 179 2023 183 Thereafter 19,617 Total $ 20,709 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Common Stock Dividend | The following table depicts common stock dividends related to 2017 and 2018. Quarter Quarterly Dividend Date of Declaration Date of Record Date Paid 1st Quarter 2017 $ 0.21 May 3, 2017 May 17, 2017 May 31, 2017 2nd Quarter 2017 $ 0.21 August 2, 2017 August 16, 2017 August 30, 2017 3rd Quarter 2017 $ 0.21 November 1, 2017 November 15, 2017 November 29, 2017 4th Quarter 2017 $ 0.21 February 7, 2018 February 19, 2018 March 5, 2018 1st Quarter 2018 $ 0.21 May 8, 2018 May 22, 2018 June 5, 2018 2nd Quarter 2018 $ 0.21 August 1, 2018 August 15, 2018 August 29, 2018 |
Distributions (unaudited) (Tabl
Distributions (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Distributions [Abstract] | |
Federal Income Tax Classification of Per Share Common Stock Distributions | The federal income tax classification of the per share common stock distributions are as follows: Year Ended December 31, 2018 2017 2016 Ordinary taxable distributions $ 0.29 $ 0.66 $ 0.22 Return of capital 0.34 0.18 0.70 Total $ 0.63 $ 0.84 $ 0.92 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Common Share | The following table sets forth the computation of earnings per common share for the years ended December 31, 2018, 2017 and 2016 (amounts in thousands, except per share amounts): Numerator: For the year ended December 31, 2018 For the year ended December 31, 2017 For the year ended December 31, 2016 Net income $ 9,506 $ 24,152 $ 11,316 Less: Net income attributable to noncontrolling interest (3,843 ) (3,730 ) (266 ) Less: Dividends on preferred shares - - (13,760 ) Net income (loss) attributable to common stockholders 5,663 20,422 (2,710 ) Less: Allocation to participating securities (183 ) (265 ) (182 ) Net income (loss) available to common stockholders $ 5,480 $ 20,157 $ (2,892 ) Denominator Basic weighted-average common shares 31,597 31,447 15,838 Dilutive potential common shares 4 37 - Diluted weighted-average common shares 31,601 31,484 15,838 Earnings (loss) per common share- basic and diluted $ 0.17 $ 0.64 $ (0.18 ) |
Selected Interim Financial Da_2
Selected Interim Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Financial Information | The following is a summary of the unaudited quarterly financial information for the years ended December 31, 2018 and 2017 (amounts in thousands, except per share data): Quarter ended March 31 June 30 September 30 December 31 2018 Revenues $ 16,716 $ 17,560 $ 9,678 $ 13,306 Interest expense (2,558 ) (2,786 ) (3,190 ) (3,953 ) Net income (loss) 6,154 4,186 (1,196 ) 362 Net income attributable to noncontrolling interest (985 ) (954 ) (951 ) (953 ) Net income (loss) attributable to common stockholders $ 5,169 $ 3,232 $ (2,147 ) $ (591 ) Net income (loss) attributable to common stockholders per share: Basic and diluted $ 0.16 $ 0.10 $ (0.07 ) $ (0.02 ) Quarter ended March 31 June 30 September 30 December 31 2017 Revenues $ 14,282 $ 14,825 $ 15,766 $ 16,232 Interest expense (1,515 ) (1,808 ) (2,117 ) (2,261 ) Net income 5,475 5,732 6,266 6,679 Net income attributable to noncontrolling interest (944 ) (936 ) (941 ) (909 ) Net income attributable to common stockholders $ 4,531 $ 4,796 $ 5,325 $ 5,770 Net income attributable to common stockholders per share: Basic and diluted $ 0.14 $ 0.15 $ 0.17 $ 0.18 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Details) $ in Millions | Dec. 31, 2015USD ($) | Oct. 31, 2016USD ($) | Dec. 31, 2018USD ($)PropertyInvestment | Dec. 31, 2017Property |
Organization And Nature Of Business [Line Items] | ||||
Investment in real estate properties and mortgage notes receivable | $ 590.2 | |||
Number of real estate properties | Property | 34 | 32 | ||
Number of healthcare-related real estate debt investments | Investment | 6 | |||
Ownership interest | 100.00% | |||
Percentage of annual taxable income distribute to shareholders. | 90.00% | |||
IPO | ||||
Organization And Nature Of Business [Line Items] | ||||
Aggregate net proceeds from offering | $ 221.6 | |||
Offering expenses paid | $ 2.7 | |||
Preferred stock redemption amount | 131.4 | |||
Repayment of secured credit facility | $ 94.8 | |||
Acute Care Hospital | ||||
Organization And Nature Of Business [Line Items] | ||||
Ownership percentage by parent | 51.00% |
Accounting Policies and Relat_4
Accounting Policies and Related Matters - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)SegmentLeaseBuilding | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Accounting Policies And Related Matters [Line Items] | |||
Number of reportable segments | Segment | 1 | ||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Allowance for loan losses | 0 | 0 | |
Intangible lease assets | 11,387,000 | 11,387,000 | |
Accumulated other comprehensive income | 2,211,000 | 1,247,000 | |
Increase in the beginning of period cash, cash equivalents and restricted cash | (4,270,000) | 2,869,000 | $ (2,849,000) |
Increase (decrease) in the change in other assets | 7,210,000 | (10,264,000) | 12,939,000 |
Operating liabilities | $ 3,200,000 | ||
Number of leases | Lease | 2 | ||
Number of medical office building | Building | 1 | ||
Accounting Standards Update 2016-18 | |||
Accounting Policies And Related Matters [Line Items] | |||
Increase in the beginning of period cash, cash equivalents and restricted cash | 300,000 | 100,000 | |
Increase (decrease) in the change in other assets | (300,000) | 100,000 | |
Above Market Leases | |||
Accounting Policies And Related Matters [Line Items] | |||
Intangible lease assets | $ 7,636,000 | 7,636,000 | |
Above Market Leases | Real Estate | |||
Accounting Policies And Related Matters [Line Items] | |||
Intangible lease assets | 7,600,000 | 7,600,000 | |
Medical Office Building | |||
Accounting Policies And Related Matters [Line Items] | |||
Operating expense recoveries | $ 200,000 | $ 1,000,000 | $ 900,000 |
Ground Lease | |||
Accounting Policies And Related Matters [Line Items] | |||
Number of leases | Lease | 1 | ||
Corporate Office Lease | |||
Accounting Policies And Related Matters [Line Items] | |||
Number of leases | Lease | 1 |
Accounting Policies and Relat_5
Accounting Policies and Related Matters - Schedule of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | Lease Intangibles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of intangible assets | 12 years |
Maximum | Lease Intangibles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of intangible assets | 15 years |
Building | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 18 years |
Building | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 50 years |
Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 48 years |
Furniture, Fixtures, and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture, Fixtures, and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 14 years |
Merger Agreement - Additional I
Merger Agreement - Additional Information (Details) - Omega Healthcare Investors, Inc - Subsequent Event | Jan. 02, 2019USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Merger agreement date | Jan. 2, 2019 |
Merger agreement terms and conditions | Pursuant to the terms of the Merger Agreement, the Company will merge with an into Omega, with Omega continuing as the surviving company in the merger. Each share of Company common stock will be converted at the effective time of the merger into the right to receive (i) 0.235 of a share of common stock of Omega, subject to adjustment under certain limited circumstances, plus the right to receive cash in lieu of any fractional shares of Omega common stock; and (ii) an amount in cash equal to $2.00, subject to adjustment under certain limited circumstances. Pursuant to the terms of the Merger Agreement, the Company will declare a special dividend of $0.21 per share of common stock payable to the holders of record of the Company’s common stock as of the end of trading on the New York Stock Exchange on the trading day immediately prior to the closing date of the merger, which will be payable together with the cash consideration in the merger in accordance with the terms of the Merger Agreement |
Right to receive number of shares of common stock per share upon merger agreement | shares | 0.235 |
Cash consideration receivable per share upon merger agreement | $ | $ 2 |
Special dividend to be declare per common share | $ / shares | $ 0.21 |
Investment Activity - 2018 Inve
Investment Activity - 2018 Investment Activity - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)PropertyInvestment | |
Investment Activity [Abstract] | |
Number of oriented Healthcare-related real estate debt investments | Investment | 4 |
Number of real estate properties acquired | Property | 2 |
Additional investment on origination of funded additional in existing mortgage notes receivable | $ | $ 64.5 |
Investment Activity - 2018 Real
Investment Activity - 2018 Real Estate Acquisitions - Additional Information (Details) | Sep. 21, 2018USD ($)Lease | Jun. 27, 2018USD ($)LeaseBed | Dec. 31, 2018USD ($) | Sep. 27, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 09, 2017 | Jan. 30, 2017USD ($) |
Investment Activity [Line Items] | |||||||
Percentage of annual escalators | 8.75% | ||||||
Mortgage notes receivable, net | $ 44,778,000 | $ 18,557,000 | $ 12,500,000 | ||||
Maximum | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 19,000,000 | ||||||
Southern Indiana Rehabilitation Hospital | Indiana | |||||||
Investment Activity [Line Items] | |||||||
Number of inpatient bed | Bed | 60 | ||||||
Aggregate purchase price | $ 23,400,000 | ||||||
Norris Academy | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 6,400,000 | ||||||
Norris Academy | Tennessee | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 6,400,000 | ||||||
Norris Academy | Tennessee | Sequel Youth and Family Services, LLC | |||||||
Investment Activity [Line Items] | |||||||
Percentage of leased property | 100.00% | ||||||
Initial term of lease | 15 years | ||||||
Number of lease renewal options | Lease | 2 | ||||||
Lease renewal term | 10 years | ||||||
Percentage of annual escalators | 9.00% | ||||||
Norris Academy | Maximum | Tennessee | Sequel Youth and Family Services, LLC | |||||||
Investment Activity [Line Items] | |||||||
Transaction costs capitalized | $ 100,000 | ||||||
Affiliate of Vibra Healthcare, LLC | Southern Indiana Rehabilitation Hospital | Indiana | |||||||
Investment Activity [Line Items] | |||||||
Percentage of leased property | 100.00% | ||||||
Initial term of lease | 15 years | ||||||
Number of lease renewal options | Lease | 2 | ||||||
Lease renewal term | 5 years | ||||||
Percentage of annual escalators | 9.00% | ||||||
Affiliate of Vibra Healthcare, LLC | Southern Indiana Rehabilitation Hospital | Maximum | Indiana | |||||||
Investment Activity [Line Items] | |||||||
Transaction costs capitalized | $ 100,000 |
Investment Activity - 2018 Mort
Investment Activity - 2018 Mortgage Notes and Note Receivable Funding - Additional Information (Details) | Jun. 27, 2018USD ($) | Apr. 06, 2018USD ($) | Mar. 29, 2018USD ($) | Feb. 16, 2018USD ($) | Jan. 31, 2018USD ($)Bed | Jan. 05, 2018USD ($)Bed | Aug. 01, 2017USD ($) | Jan. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 12,500,000 | $ 44,778,000 | $ 18,557,000 | |||||||
Loan interest rate | 9.60% | |||||||||
Additional investment on origination of funded additional in existing mortgage notes receivable | 64,500,000 | |||||||||
Loan Modification Agreement | Vibra Healthcare L L C And Vibra Healthcare I I L L C | ||||||||||
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 10,000,000 | $ 8,700,000 | ||||||||
Term on mortgage loan | 10-year | |||||||||
Loan interest rate | 9.00% | |||||||||
Mortgage note, maturity date | Jun. 30, 2023 | |||||||||
Repayment of mortgage loan principal | $ 1,000,000 | |||||||||
Gruene Pointe Holdings L L C | ||||||||||
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 5,000,000 | |||||||||
Term on mortgage loan | two-year | |||||||||
Loan interest rate | 10.00% | |||||||||
Mortgage note, maturity date | Mar. 29, 2020 | |||||||||
Clarksville, Indiana | ||||||||||
Investment Activity [Line Items] | ||||||||||
Loan interest rate | 9.50% | |||||||||
Percentage of interest rate using claw-back feature | 15.00% | |||||||||
Webster, Texas | ||||||||||
Investment Activity [Line Items] | ||||||||||
Loan interest rate | 12.00% | 10.00% | ||||||||
Medistar Corporation | ||||||||||
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 6,700,000 | |||||||||
Loan interest rate | 12.00% | |||||||||
Mortgage note, maturity date | Feb. 28, 2019 | |||||||||
Medistar Corporation | Webster, Texas | ||||||||||
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 9,700,000 | |||||||||
Loan interest rate | 12.00% | 10.00% | ||||||||
Additional investment on origination of funded additional in existing mortgage notes receivable | $ 3,000,000 | |||||||||
Mortgage note, maturity date | Feb. 28, 2019 | |||||||||
Medistar Stockton Rehab, LLC | Stockton, California | ||||||||||
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 7,000,000 | |||||||||
Loan interest rate | 10.00% | |||||||||
Mortgage note, maturity date | Feb. 28, 2019 | |||||||||
Maximum | ||||||||||
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 19,000,000 | |||||||||
Maximum | Gruene Pointe Holdings L L C | ||||||||||
Investment Activity [Line Items] | ||||||||||
Purchase price | $ 28,000,000 | |||||||||
Haven Behavioral Healthcare | ||||||||||
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 16,200,000 | |||||||||
Number of inpatient bed | Bed | 72 | |||||||||
Term on mortgage loan | three-year | |||||||||
Loan interest rate | 10.00% | |||||||||
Sale-leaseback term | 15-year | |||||||||
Initial master lease yield | 9.30% | |||||||||
Haven Behavioral Healthcare | Maximum | ||||||||||
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 19,000,000 | |||||||||
Louisville Rehab LP | ||||||||||
Investment Activity [Line Items] | ||||||||||
Term on mortgage loan | three-year | |||||||||
Loan interest rate | 9.50% | |||||||||
Percentage of interest rate using claw-back feature | 15.00% | |||||||||
Louisville Rehab LP | Clarksville, Indiana | ||||||||||
Investment Activity [Line Items] | ||||||||||
Mortgage notes receivable, net | $ 5,400,000 | |||||||||
Number of inpatient bed | Bed | 42 | |||||||||
Louisville Rehab LP | Cobalt Medical Partners and Cobalt Rehabilitation Hospitals | ||||||||||
Investment Activity [Line Items] | ||||||||||
Purchase price | $ 26,000,000 | |||||||||
Initial term of lease | 20 years | |||||||||
Initial lease rate | 9.00% |
Investment Activity - 2017 Real
Investment Activity - 2017 Real Estate Acquisitions - Additional Information (Details) | Nov. 10, 2017USD ($)Lease | Aug. 09, 2017USD ($)LeaseBedFacility | Jul. 31, 2017USD ($)BedLeaseFacility | Jun. 30, 2017USD ($)LeaseBed | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 30, 2017USD ($) |
Investment Activity [Line Items] | |||||||
Percentage of annual escalators | 8.75% | ||||||
Mortgage notes receivable, net | $ 44,778,000 | $ 18,557,000 | $ 12,500,000 | ||||
Maximum | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 19,000,000 | ||||||
Subsidiaries of AAC Holdings, Inc | |||||||
Investment Activity [Line Items] | |||||||
Aggregate purchase price | $ 25,000,000 | ||||||
Percentage of leased property | 100.00% | ||||||
Initial term of lease | 15 years | ||||||
Number of lease renewal options | Lease | 2 | ||||||
Lease renewal term | 5 years | ||||||
Number of behavioral health and substance abuse treatment facilities | Facility | 4 | ||||||
Subsidiaries of AAC Holdings, Inc | Maximum | |||||||
Investment Activity [Line Items] | |||||||
Transaction costs capitalized | $ 100,000 | ||||||
Las Vegas, Nevada and Arlington, Texas | Subsidiaries of AAC Holdings, Inc | |||||||
Investment Activity [Line Items] | |||||||
Number of standalone intensive outpatient treatment facilities | Facility | 2 | ||||||
Las Vegas | Subsidiaries of AAC Holdings, Inc | |||||||
Investment Activity [Line Items] | |||||||
Number of sober living facility | Bed | 159 | ||||||
Arlington | Subsidiaries of AAC Holdings, Inc | |||||||
Investment Activity [Line Items] | |||||||
Number of sober living facility | Bed | 133 | ||||||
Advanced Diagnostics Hospital East | |||||||
Investment Activity [Line Items] | |||||||
Aggregate purchase price | $ 17,500,000 | ||||||
Percentage of leased property | 100.00% | ||||||
Initial term of lease | 15 years | ||||||
Number of lease renewal options | Lease | 2 | ||||||
Lease renewal term | 10 years | ||||||
Percentage of annual escalators | 9.60% | ||||||
Transaction costs capitalized | $ 100,000 | ||||||
Mortgage notes receivable, net | 12,500,000 | ||||||
Purchase price | $ 5,000,000 | ||||||
Real Estate Investment | |||||||
Investment Activity [Line Items] | |||||||
Percentage of leased property | 100.00% | ||||||
Initial term of lease | 15 years | ||||||
Percentage of annual escalators | 9.00% | ||||||
Number of skilled nursing facilities | Facility | 2 | ||||||
Real Estate Investment | Maximum | |||||||
Investment Activity [Line Items] | |||||||
Transaction costs capitalized | $ 100,000 | ||||||
Real Estate Investment | Magnolia Health Systems, Inc | |||||||
Investment Activity [Line Items] | |||||||
Lease renewal term | 10 years | ||||||
Real Estate Investment | Indiana | |||||||
Investment Activity [Line Items] | |||||||
Aggregate purchase price | $ 15,000,000 | ||||||
Number of licensed beds | Bed | 160 | ||||||
Real Estate Investment | Nevada | Magnolia Health Systems, Inc | |||||||
Investment Activity [Line Items] | |||||||
Number of lease renewal options | Lease | 2 | ||||||
Real Estate Investment | Tolland Nursing & Rehabilitation Center | |||||||
Investment Activity [Line Items] | |||||||
Number of skilled nursing facilities acquired | Bed | 130 | ||||||
Aggregate purchase price | $ 10,000,000 | ||||||
Percentage of leased property | 100.00% | ||||||
Initial term of lease | 12 years | ||||||
Number of lease renewal options | Lease | 2 | ||||||
Lease renewal term | 10 years | ||||||
Percentage of annual escalators | 9.00% | ||||||
Transaction costs capitalized | $ 100,000 |
Investment Activity - 2017 Mort
Investment Activity - 2017 Mortgage Notes Receivable Funding - Additional Information (Details) | Oct. 10, 2017USD ($) | Aug. 01, 2017USD ($) | Jan. 30, 2017USD ($)ft²Room | Dec. 31, 2018USD ($) | Sep. 27, 2018USD ($) | Sep. 21, 2018USD ($) | Dec. 31, 2017USD ($) |
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 12,500,000 | $ 44,778,000 | $ 18,557,000 | ||||
Interest-only loan interest rate | 9.60% | ||||||
Area of hospital building | ft² | 23,300 | ||||||
Number of operating rooms | Room | 4 | ||||||
Number of special procedure rooms | Room | 2 | ||||||
Number of inpatient rooms | Room | 4 | ||||||
Number of full-size extended recovery rooms | Room | 4 | ||||||
Norris Academy | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 6,400,000 | ||||||
Tennessee | Norris Academy | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 6,400,000 | ||||||
Maximum | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 19,000,000 | ||||||
Medistar Corporation | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 6,700,000 | ||||||
Interest-only loan interest rate | 12.00% | ||||||
Mortgage note, maturity date | Feb. 28, 2019 | ||||||
Sequel Youth and Family Services, LLC | |||||||
Investment Activity [Line Items] | |||||||
Interest-only loan interest rate | 8.25% | ||||||
Sequel Youth and Family Services, LLC | Tennessee | Norris Academy | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 6,400,000 | ||||||
Sequel Youth and Family Services, LLC | Maximum | |||||||
Investment Activity [Line Items] | |||||||
Mortgage notes receivable, net | $ 6,000,000 |
Investment Activity - Additiona
Investment Activity - Additional Information (Details) $ in Thousands | Jul. 31, 2017Facility | Nov. 30, 2018USD ($)LeaseFacility | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)Property | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 06, 2018USD ($) | Aug. 09, 2017 |
Investment Activity [Line Items] | ||||||||
Percentage of annual escalators | 8.75% | |||||||
Percentage of total real estate property investments | 100.00% | 100.00% | ||||||
Rental income | $ 52,701 | $ 58,913 | $ 48,330 | |||||
Rent reserved for non-cash straight-line rent outstanding | 936 | 5,919 | (3,447) | |||||
Property-related expenses | 2,797 | $ 1,482 | $ 1,303 | |||||
Fundamental Healthcare | ||||||||
Investment Activity [Line Items] | ||||||||
Total base rent | $ 8,800 | |||||||
Number of properties to lease | Property | 4 | |||||||
Deferred rent | $ 1,700 | |||||||
Interest rate on deferred rent amount outstanding | 9.00% | |||||||
Mountains Edge Hospital | Fundamental Healthcare | ||||||||
Investment Activity [Line Items] | ||||||||
Deferred rent | $ 2,400 | |||||||
Texas | ||||||||
Investment Activity [Line Items] | ||||||||
Percentage of total real estate property investments | 50.20% | 53.30% | ||||||
Real Estate Investment | ||||||||
Investment Activity [Line Items] | ||||||||
Initial term of lease | 15 years | |||||||
Number of skilled nursing facilities | Facility | 2 | |||||||
Percentage of annual escalators | 9.00% | |||||||
Real Estate Investment | Texas | ||||||||
Investment Activity [Line Items] | ||||||||
Monthly base rent due under the master lease | $ 1,100 | $ 1,100 | ||||||
Total base rent | 12,900 | |||||||
Rental income | 6,900 | |||||||
Rent reserved for non-cash straight-line rent outstanding | $ 4,800 | |||||||
Property-related expenses | $ 1,500 | |||||||
Creative Solutions | Real Estate Investment | Texas | ||||||||
Investment Activity [Line Items] | ||||||||
Initial term of lease | 15 years | 15 years | ||||||
Number of skilled nursing facilities | Facility | 10 | |||||||
Annual base rent | $ 7,700 | $ 7,700 | ||||||
Percentage of annual escalators | 2.00% | |||||||
Number of lease renewal options | Lease | 2 | |||||||
Lease renewal term | 5 years | |||||||
Percentage of total real estate property investments | 24.20% | |||||||
Prior Texas Ten Tenant | Real Estate Investment | Texas | ||||||||
Investment Activity [Line Items] | ||||||||
Lease termination date | Dec. 31, 2018 |
Investment Activity - Schedule
Investment Activity - Schedule of Future Minimum Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) | [1] |
Leases Operating [Abstract] | ||
2,019 | $ 55,860 | |
2,020 | 56,500 | |
2,021 | 57,194 | |
2,022 | 58,117 | |
2,023 | 59,084 | |
Thereafter | 526,114 | |
Total | $ 812,869 | |
[1] | Includes cash rental payments due to the Company under the 15-year triple-net master lease with certain affiliates of Creative Solutions for the Texas Ten Portfolio, which commenced on January 1, 2019 and provides initial annual base rent of approximately $7.7 million. Additionally, the table includes cash rental payments under a 10-year lease agreement for approximately 29.1% of the Company’s one medical office building with commenced on January 1, 2019 and provides for initial annual base rent of approximately $0.4 million. |
Investment Activity - Schedul_2
Investment Activity - Schedule of Future Minimum Payments for Operating Leases (Parenthetical) (Details) $ in Millions | Jul. 31, 2017 | Nov. 30, 2018USD ($) | Dec. 31, 2018USD ($)Building |
Investment Activity [Line Items] | |||
Number of medical office building | Building | 1 | ||
Real Estate Investment | |||
Investment Activity [Line Items] | |||
Initial term of lease | 15 years | ||
Real Estate Investment | Texas | Medical Office Building | |||
Investment Activity [Line Items] | |||
Initial term of lease | 10 years | ||
Annual base rent | $ | $ 0.4 | ||
Percentage of building lease | 29.10% | ||
Number of medical office building | Building | 1 | ||
Real Estate Investment | Creative Solutions | Texas | |||
Investment Activity [Line Items] | |||
Initial term of lease | 15 years | 15 years | |
Annual base rent | $ | $ 7.7 | $ 7.7 |
Investment Activity - Schedul_3
Investment Activity - Schedule of Tenant Concentration of Revenue (Details) - Credit Concentration Risk - Sales Revenue, Net | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Baylor Scott & White Health | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 25.60% | 24.10% | [1] | ||
Fundamental Healthcare | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 17.20% | 15.10% | 16.70% | ||
Vibra Healthcare | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 15.80% | 12.90% | 15.50% | ||
Life Generations Healthcare | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 15.00% | 14.10% | 17.50% | ||
Prior Texas Ten Tenant | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | [2] | 23.50% | 28.90% | ||
[1] | Percentage of revenue is less than 10%. | ||||
[2] | The Company began recognizing revenue under the master lease as cash is received from the Prior Texas Ten Tenant effective July 1, 2018. As a result, the percentage of revenue for the year ended December 31, 2018 is less than 10%. On December 31, 2018, the lease with the Prior Texas Ten Tenant was terminated. The Company entered into a 15-year triple-net master lease agreement with certain affiliates of Creative Solutions for the Texas Ten Portfolio, which commenced on January 1, 2019. See “Texas Ten Portfolio Master Lease Update” above. |
Investment Activity - Schedul_4
Investment Activity - Schedule of Tenant Concentration of Revenue (Parenthetical) (Details) | Jul. 31, 2017 | Nov. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Real Estate Investment | |||||||
Concentration Risk [Line Items] | |||||||
Initial term of lease | 15 years | ||||||
Real Estate Investment | Texas | Prior Texas Ten Tenant | |||||||
Concentration Risk [Line Items] | |||||||
Lease termination date | Dec. 31, 2018 | ||||||
Real Estate Investment | Texas | Creative Solutions | |||||||
Concentration Risk [Line Items] | |||||||
Initial term of lease | 15 years | 15 years | |||||
Credit Concentration Risk | Sales Revenue, Net | Baylor Scott & White Health | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 25.60% | 24.10% | [1] | ||||
Credit Concentration Risk | Sales Revenue, Net | Baylor Scott & White Health | Maximum | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 10.00% | ||||||
Credit Concentration Risk | Sales Revenue, Net | Prior Texas Ten Tenant | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | [2] | 23.50% | 28.90% | ||||
Credit Concentration Risk | Sales Revenue, Net | Prior Texas Ten Tenant | Maximum | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk percentage | 10.00% | ||||||
[1] | Percentage of revenue is less than 10%. | ||||||
[2] | The Company began recognizing revenue under the master lease as cash is received from the Prior Texas Ten Tenant effective July 1, 2018. As a result, the percentage of revenue for the year ended December 31, 2018 is less than 10%. On December 31, 2018, the lease with the Prior Texas Ten Tenant was terminated. The Company entered into a 15-year triple-net master lease agreement with certain affiliates of Creative Solutions for the Texas Ten Portfolio, which commenced on January 1, 2019. See “Texas Ten Portfolio Master Lease Update” above. |
Investment Activity - Schedul_5
Investment Activity - Schedule of Geographic Concentration of Properties (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)Property | Dec. 31, 2017USD ($)Property | |
Concentration Risk [Line Items] | ||
Number of real estate properties | Property | 34 | 32 |
Gross Investment | $ | $ 598,052 | $ 563,728 |
Percentage of Total Real Estate Property Investments | 100.00% | 100.00% |
Geographic Concentration Risk | Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Percentage of Rental Income | 100.00% | 100.00% |
Texas | ||
Concentration Risk [Line Items] | ||
Number of real estate properties | Property | 17 | 17 |
Gross Investment | $ | $ 300,259 | $ 300,206 |
Percentage of Total Real Estate Property Investments | 50.20% | 53.30% |
Texas | Geographic Concentration Risk | Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Percentage of Rental Income | 48.00% | 60.50% |
California | ||
Concentration Risk [Line Items] | ||
Number of real estate properties | Property | 7 | 7 |
Gross Investment | $ | $ 154,726 | $ 154,726 |
Percentage of Total Real Estate Property Investments | 25.90% | 27.40% |
California | Geographic Concentration Risk | Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Percentage of Rental Income | 26.50% | 23.80% |
Nevada | ||
Concentration Risk [Line Items] | ||
Number of real estate properties | Property | 4 | 4 |
Gross Investment | $ | $ 68,134 | $ 63,624 |
Percentage of Total Real Estate Property Investments | 11.40% | 11.30% |
Nevada | Geographic Concentration Risk | Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Percentage of Rental Income | 14.30% | 10.50% |
South Carolina | ||
Concentration Risk [Line Items] | ||
Number of real estate properties | Property | 1 | 1 |
Gross Investment | $ | $ 20,000 | $ 20,000 |
Percentage of Total Real Estate Property Investments | 3.30% | 3.50% |
South Carolina | Geographic Concentration Risk | Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Percentage of Rental Income | 3.70% | 3.30% |
Indiana | ||
Concentration Risk [Line Items] | ||
Number of real estate properties | Property | 3 | 2 |
Gross Investment | $ | $ 38,415 | $ 15,039 |
Percentage of Total Real Estate Property Investments | 6.40% | 2.70% |
Indiana | Geographic Concentration Risk | Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Percentage of Rental Income | 5.30% | 1.10% |
Connecticut | ||
Concentration Risk [Line Items] | ||
Number of real estate properties | Property | 1 | 1 |
Gross Investment | $ | $ 10,133 | $ 10,133 |
Percentage of Total Real Estate Property Investments | 1.70% | 1.80% |
Connecticut | Geographic Concentration Risk | Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Percentage of Rental Income | 1.90% | 0.80% |
Tennessee | ||
Concentration Risk [Line Items] | ||
Number of real estate properties | Property | 1 | |
Gross Investment | $ | $ 6,385 | |
Percentage of Total Real Estate Property Investments | 1.10% | |
Tennessee | Geographic Concentration Risk | Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Percentage of Rental Income | 0.30% |
Real Estate Intangibles - Summa
Real Estate Intangibles - Summary of Carrying Amount of Real Estate Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible lease assets | $ 11,387 | $ 11,387 |
Accumulated Amortization | (3,771) | (3,057) |
Net Intangibles | $ 7,616 | 8,330 |
Real Estate | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 11 years 3 months 18 days | |
Above Market Leases | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible lease assets | $ 7,636 | 7,636 |
Accumulated Amortization | (1,655) | (1,146) |
Net Intangibles | 5,981 | 6,490 |
Above Market Leases | Real Estate | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible lease assets | $ 7,600 | 7,600 |
Weighted Average Life (Years) | 11 years 9 months 18 days | |
In-place Leases | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible lease assets | $ 2,406 | 2,406 |
Accumulated Amortization | (1,446) | (1,323) |
Net Intangibles | $ 960 | 1,083 |
In-place Leases | Real Estate | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 9 years 8 months 12 days | |
Leasing Commissions | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible lease assets | $ 1,294 | 1,294 |
Accumulated Amortization | (639) | (560) |
Net Intangibles | $ 655 | 734 |
Leasing Commissions | Real Estate | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 9 years 2 months 12 days | |
Legal/Marketing Fees | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible lease assets | $ 51 | 51 |
Accumulated Amortization | (31) | (28) |
Net Intangibles | $ 20 | $ 23 |
Legal/Marketing Fees | Real Estate | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 9 years 2 months 12 days |
Real Estate Intangibles - Addit
Real Estate Intangibles - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Real Estate | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense on intangible assets | $ 0.7 | $ 1.1 |
Real Estate Intangibles - Expec
Real Estate Intangibles - Expected Amortization of Existing Real Estate Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 687 | |
2,020 | 687 | |
2,021 | 687 | |
2,022 | 687 | |
2,023 | 687 | |
Thereafter | 4,181 | |
Net Intangibles | $ 7,616 | $ 8,330 |
Debt - Summary of Debt Balance
Debt - Summary of Debt Balance (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (663) | $ (677) |
Debt, net | 278,137 | 215,523 |
Term loan- secured | ||
Debt Instrument [Line Items] | ||
Line of credit facility maximum borrowing capacity | 125,000 | 125,000 |
Revolving credit facility- secured | ||
Debt Instrument [Line Items] | ||
Line of credit facility outstanding amount | $ 153,800 | $ 91,200 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Feb. 25, 2019 | Feb. 20, 2019 | Oct. 09, 2018 | Oct. 08, 2018 | Feb. 10, 2017 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2019 | Jan. 01, 2019 |
Debt Instrument [Line Items] | |||||||||||
Debt instrument description | The revolving credit facility has one 12-month extension option, subject to certain conditions, including the payment of a 0.15% extension fee. | ||||||||||
Debt instrument, extension fee | 0.15% | ||||||||||
Unamortized deferred financing costs | $ 663,000 | $ 677,000 | |||||||||
Dividends declared per common share | $ 0.63 | $ 0.84 | $ 0.63 | ||||||||
Unrestricted cash and cash equivalents upon payment of dividend | $ 8,370,000 | $ 12,640,000 | |||||||||
Interest rate swap agreement effective date | Apr. 10, 2017 | ||||||||||
Estimated additional reclassification from other comprehensive income (loss) to interest expense | 900,000 | ||||||||||
Other Assets, Net | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt financing costs, net | 2,273,000 | 2,685,000 | |||||||||
Interest Rate Swap Agreements | Other Assets, Net | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value of derivative financial instruments | $ 2,200,000 | $ 1,200,000 | |||||||||
Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility outstanding amount | $ 278,800,000 | ||||||||||
Line of credit facility pre-approved borrowing capacity | 10,300,000 | ||||||||||
Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, weighted average interest | 4.90% | 3.60% | |||||||||
Costs related to revolving credit facility, net | $ 800,000 | ||||||||||
Proceeds from credit agreement | $ 20,400,000 | ||||||||||
Credit Agreement | Scenario, Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Write-off of unamortized deferred financing costs | $ 900,000 | ||||||||||
Line of credit facility, excess borrowings over borrowing base availability to be paid | $ 12,000,000 | ||||||||||
Credit Agreement | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility maximum borrowing capacity | $ 300,000,000 | ||||||||||
Costs related to revolving credit facility, net | 200,000 | ||||||||||
Proceeds from credit agreement, restricted to use | 10,300,000 | ||||||||||
Credit Agreement | Texas | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, borrowings exceeds borrowing base availability | $ 7,200,000 | ||||||||||
Credit Agreement | Texas | Real Estate Investment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of outstanding commitments | 60.00% | ||||||||||
Credit Agreement | Minimum | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unrestricted cash and cash equivalents upon payment of dividend | $ 2,000,000 | ||||||||||
Credit Agreement | Maximum | Subsequent Event | Omega Healthcare Investors, Inc | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Dividends declared per common share | $ 0.21 | ||||||||||
Credit Agreement | LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 2.00% | 1.75% | |||||||||
Credit Agreement | LIBOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 3.50% | 3.00% | |||||||||
Credit Agreement | Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 1.00% | 0.75% | |||||||||
Credit Agreement | Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 2.50% | 2.00% | |||||||||
Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility maximum borrowing capacity | $ 125,000,000 | ||||||||||
Deferred financing costs, gross | $ 1,000,000 | ||||||||||
Debt financing costs, net | 700,000 | ||||||||||
Term Loan | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility outstanding amount | $ 125,000,000 | ||||||||||
Term Loan | Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility maximum borrowing capacity | $ 125,000,000 | ||||||||||
Line of credit facility maturity date | 2022-02 | ||||||||||
Term Loan | Credit Agreement | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility maximum borrowing capacity | $ 125,000,000 | ||||||||||
Term Loan | Credit Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Deferred financing costs, gross | $ 300,000 | ||||||||||
Debt financing costs, net | 200,000 | ||||||||||
Secured Revolving Credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Costs related to revolving credit facility, gross | 4,000,000 | ||||||||||
Costs related to revolving credit facility, net | 2,300,000 | ||||||||||
Amortization expense of deferred financing costs | 1,300,000 | $ 1,100,000 | $ 2,500,000 | ||||||||
Line of credit facility outstanding amount | 153,800,000 | $ 91,200,000 | |||||||||
Secured Revolving Credit facility | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, weighted average interest | 5.25% | ||||||||||
Line of credit facility outstanding amount | $ 153,800,000 | ||||||||||
Secured Revolving Credit facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 1.84% | ||||||||||
Secured Revolving Credit facility | LIBOR | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate | 2.75% | ||||||||||
Secured Revolving Credit facility | Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility maximum borrowing capacity | $ 300,000,000 | ||||||||||
Line of credit facility maturity date | 2021-02 | ||||||||||
Secured Revolving Credit facility | Credit Agreement | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility maximum borrowing capacity | $ 175,000,000 | ||||||||||
Secured Revolving Credit facility | Credit Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Costs related to revolving credit facility, gross | $ 500,000 | ||||||||||
Costs related to revolving credit facility, net | $ 400,000 | ||||||||||
Unamortized deferred financing costs | $ 300,000 |
Debt - Summary of Gain (Loss) R
Debt - Summary of Gain (Loss) Recognized On Interest Rate Derivative Designated As Cash Flow Hedges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Amount of gain recognized in other comprehensive income | $ 1,138 | $ 636 |
Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense | 174 | (611) |
Total other comprehensive income | $ 964 | $ 1,247 |
Other Assets - Summary of Other
Other Assets - Summary of Other Assets, Net on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Assets | ||
Total Other assets, net | $ 34,200 | $ 28,662 |
Other Assets, Net | ||
Other Assets | ||
Straight-line rent receivable | 13,325 | 12,389 |
Tenant allowances and lease incentives, net | 8,204 | 8,463 |
Interest and accounts receivable | 4,437 | 548 |
Prepaid assets and deposits, net | 2,825 | 2,022 |
Debt financing costs, net | 2,273 | 2,685 |
Pre-acquisition costs, net | 544 | 872 |
Capitalized pre-offering costs | 297 | 297 |
Corporate property, net | 84 | 139 |
Other Assets, Net | Interest Rate Swap Agreements | ||
Other Assets | ||
Interest rate swap derivative asset | $ 2,211 | $ 1,247 |
Incentive Plan - Additional Inf
Incentive Plan - Additional Information (Details) $ in Millions | Dec. 31, 2015 | Dec. 31, 2018USD ($)Employeeshares | Dec. 31, 2017shares | Dec. 31, 2016shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized cost from stock-based awards | $ | $ 2.9 | |||
Weighted average recognition period | 1 year 7 months 6 days | |||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Awards vesting description | The awards generally cliff vest over three years or vest ratably over three years from the date of grant. | |||
Awards vesting period | 3 years | |||
Common stock vested | 207,690 | 148,636 | 16,202 | |
Shares surrendered to satisfy tax obligation | 37,670 | 20,229 | ||
Common stock not vested and were forfeited | 12,299 | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage on number of RSUs granted | 100.00% | 100.00% | ||
Awards measurement period | 3 years | 3 years | ||
Expected service periods | 3 years | |||
Risk free interest rate minimum | 1.00% | |||
Risk free interest rate maximum | 1.97% | |||
Volatility rate minimum | 23.40% | |||
Volatility rate maximum | 42.40% | |||
REIT index, volatility minimum rate | 13.60% | |||
REIT index, volatility maximum rate | 19.20% | |||
Common stock vested | 8,312 | |||
Percentage on number of additional units granted | 50.00% | |||
Number of former employee | Employee | 1 | |||
Common stock not vested and were forfeited | 194,598 | 158,927 | ||
Restricted Stock Units | Director | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of former non-employee | Employee | 1 | |||
Restricted Stock Units | Employee | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock not vested and were forfeited | 194,598 | 158,927 | ||
Restricted Stock Units | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage on number of RSUs granted | 0.00% | 0.00% | ||
Restricted Stock Units | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage on number of RSUs granted | 100.00% | 150.00% | ||
2014 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares authorized | 3,356,723 | |||
Shares available for future issuance | 2,134,091 |
Incentive Plan - Summary of Sto
Incentive Plan - Summary of Stock-Based Award Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Awards | |||
Number of Shares | |||
Outstanding at beginning of the period | 313,819 | 352,793 | 280,080 |
Granted | 46,788 | 115,030 | 88,915 |
Vested | (207,690) | (148,636) | (16,202) |
Cancelled | (5,368) | ||
Forfeited | (12,299) | ||
Outstanding at end of the period | 140,618 | 313,819 | 352,793 |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding at beginning of the period | $ 13.42 | $ 14.57 | $ 15.49 |
Granted | 11.14 | 11.18 | 11.83 |
Vested | 14.47 | 14.39 | 15.16 |
Cancelled | 15 | ||
Forfeited | 11.52 | ||
Outstanding at end of the period | $ 11.28 | $ 13.42 | $ 14.57 |
RSU Awards | |||
Number of Shares | |||
Outstanding at beginning of the period | 660,598 | 575,775 | 359,025 |
Granted | 937 | 243,750 | 216,750 |
Vested | (8,312) | ||
Forfeited | (194,598) | (158,927) | |
Outstanding at end of the period | 458,625 | 660,598 | 575,775 |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding at beginning of the period | $ 9.52 | $ 8.51 | $ 7.91 |
Granted | 11.13 | 9.98 | 9.50 |
Vested | 9.35 | ||
Forfeited | 9 | 6.53 | |
Outstanding at end of the period | $ 9.75 | $ 9.52 | $ 8.51 |
Incentive Plan - Summary of Com
Incentive Plan - Summary of Compensation Expense Related to Share-based Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation | $ 3,405 | $ 3,387 | $ 2,555 |
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation | 1,534 | 1,892 | 1,605 |
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation | $ 1,871 | $ 1,495 | $ 950 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2017USD ($) | Dec. 31, 2018USD ($)Loan | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 25, 2019USD ($) | Jan. 30, 2017USD ($) | |
Loss Contingencies [Line Items] | ||||||
Mortgage notes receivable, net | $ 44,778,000 | $ 18,557,000 | $ 12,500,000 | |||
Number of construction mortgage loan | Loan | 1 | |||||
Liabilities | $ 285,429,000 | 224,850,000 | ||||
Corporate Office Lease | ||||||
Loss Contingencies [Line Items] | ||||||
Operating lease expiration period | 2,020 | |||||
Percentage increase on operating lease | 3.00% | |||||
Operating leases rent expense including straight-line rent | $ 500,000 | $ 500,000 | $ 500,000 | |||
Ground Lease | ||||||
Loss Contingencies [Line Items] | ||||||
Operating lease expiration period | 2,081 | |||||
Percentage increase on operating lease | 2.00% | |||||
Mountains Edge Hospital | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregate amount available for construction and equipping of new surgical suites | $ 11,000,000 | |||||
Percentage of base rent increased on amount in-place lease rate advanced | 9.40% | |||||
Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Mortgage notes receivable, net | $ 19,000,000 | |||||
Maximum | Medicare | ||||||
Loss Contingencies [Line Items] | ||||||
Liabilities | $ 800,000 | |||||
Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Fund available pursuant to the commitment for construction | $ 17,800,000 | |||||
Subsequent Event | Mountains Edge Hospital | ||||||
Loss Contingencies [Line Items] | ||||||
Fund available pursuant to the commitment for construction | $ 6,600,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,019 | $ 351 |
2,020 | 203 |
2,021 | 176 |
2,022 | 179 |
2,023 | 183 |
Thereafter | 19,617 |
Total | $ 20,709 |
Equity - Additional Information
Equity - Additional Information (Details) | Jan. 30, 2017 | Oct. 04, 2016USD ($) | Apr. 02, 2015USD ($)$ / sharesshares | Dec. 31, 2018USD ($)Director$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015shares | Dec. 31, 2014shares | Mar. 11, 2015$ / shares |
Class Of Stock [Line Items] | |||||||||
Dividends declared per common share | $ / shares | $ 0.63 | $ 0.84 | $ 0.63 | ||||||
Interest-only loan interest rate | 9.60% | ||||||||
Restricted Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Granted | shares | 46,788 | 115,030 | 88,915 | ||||||
Forfeited vested shares | shares | 12,299 | ||||||||
BlueMountain Capital Management LLC | Board of Directors | Restricted Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of directors designated | Director | 2 | ||||||||
Granted | shares | 16,108 | 16,108 | |||||||
Forfeited vested shares | shares | 10,740 | ||||||||
Common stock repurchased and cancelled, shares | shares | 5,368 | ||||||||
Common stock repurchased and cancelled, value | $ 50,000 | ||||||||
Repayment of dividends | $ 29,000 | ||||||||
7.875% Series B Redeemable Cumulative Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock dividend rate | 7.875% | ||||||||
Liquidation preference per share | $ / shares | $ 1,000 | ||||||||
7.875% Series B Redeemable Cumulative Preferred Stock | IPO | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock redemption amount | $ 131,300,000 | ||||||||
Preferred stock special dividend redemption rate percentage | 5.00% | ||||||||
Accrued and unpaid dividends | $ 900,000 | ||||||||
Carter Validus | 7.875% Series B Redeemable Cumulative Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock shares sold | shares | 125,000 | ||||||||
Preferred stock dividend rate | 7.875% | ||||||||
Liquidation preference per share | $ / shares | $ 1,000 | $ 1,000 | |||||||
Preferred stock gross proceeds | $ 125,000,000 | ||||||||
Lakeway Partnership | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash contribution | $ 2,000,000 | ||||||||
Ownership percentage by parent | 51.00% | ||||||||
Equity method investment ownership percentage | 49.00% | ||||||||
Investment in subsidiary by noncontrolling interest | $ 1,000,000 | ||||||||
Lakeway mortgage note receivable foreclosure | 50,000,000 | ||||||||
Additional cash contribution to acquire real estate | $ 23,000,000 | ||||||||
Intercompany Mortgage Loan, term | 10 years | ||||||||
Interest-only loan interest rate | 8.00% | ||||||||
Intercompany Mortgage Loan, amortization schedule | 25 years | ||||||||
Intercompany Mortgage Loan, outstanding principal balance | $ 69,600,000 | $ 70,700,000 | |||||||
Lakeway Partnership | First Mortgage | |||||||||
Class Of Stock [Line Items] | |||||||||
Intercompany Mortgage Loan | $ 73,000,000 |
Equity - Schedule of Common Sto
Equity - Schedule of Common Stock Dividend (Details) - $ / shares | Aug. 01, 2018 | May 08, 2018 | Feb. 07, 2018 | Nov. 01, 2017 | Aug. 02, 2017 | May 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class Of Stock [Line Items] | |||||||||
Quarterly Dividend | $ 0.63 | $ 0.84 | $ 0.63 | ||||||
Date of Record | Dec. 31, 2015 | ||||||||
Date Paid | Jan. 14, 2016 | ||||||||
1st Quarter 2017 | |||||||||
Class Of Stock [Line Items] | |||||||||
Quarterly Dividend | $ 0.21 | ||||||||
Date of Declaration | May 3, 2017 | ||||||||
Date of Record | May 17, 2017 | ||||||||
Date Paid | May 31, 2017 | ||||||||
2nd Quarter 2017 | |||||||||
Class Of Stock [Line Items] | |||||||||
Quarterly Dividend | $ 0.21 | ||||||||
Date of Declaration | Aug. 2, 2017 | ||||||||
Date of Record | Aug. 16, 2017 | ||||||||
Date Paid | Aug. 30, 2017 | ||||||||
3rd Quarter 2017 | |||||||||
Class Of Stock [Line Items] | |||||||||
Quarterly Dividend | $ 0.21 | ||||||||
Date of Declaration | Nov. 1, 2017 | ||||||||
Date of Record | Nov. 15, 2017 | ||||||||
Date Paid | Nov. 29, 2017 | ||||||||
4th Quarter 2017 | |||||||||
Class Of Stock [Line Items] | |||||||||
Quarterly Dividend | $ 0.21 | ||||||||
Date of Declaration | Feb. 7, 2018 | ||||||||
Date of Record | Feb. 19, 2018 | ||||||||
Date Paid | Mar. 5, 2018 | ||||||||
1st Quarter 2018 | |||||||||
Class Of Stock [Line Items] | |||||||||
Quarterly Dividend | $ 0.21 | ||||||||
Date of Declaration | May 8, 2018 | ||||||||
Date of Record | May 22, 2018 | ||||||||
Date Paid | Jun. 5, 2018 | ||||||||
2nd Quarter 2018 | |||||||||
Class Of Stock [Line Items] | |||||||||
Quarterly Dividend | $ 0.21 | ||||||||
Date of Declaration | Aug. 1, 2018 | ||||||||
Date of Record | Aug. 15, 2018 | ||||||||
Date Paid | Aug. 29, 2018 |
Distributions - Federal Income
Distributions - Federal Income Tax Classification of Per Share Common Stock Distributions (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Distributions [Abstract] | |||
Ordinary taxable distributions | $ 0.29 | $ 0.66 | $ 0.22 |
Return of capital | 0.34 | 0.18 | 0.70 |
Total | $ 0.63 | $ 0.84 | $ 0.92 |
Distributions - Additional Info
Distributions - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Distributions [Abstract] | ||
Percentage of distribution from taxable income in order to qualify REIT | 90.00% | |
Dividend distributions date | Jan. 14, 2016 | |
Date of Record | Dec. 31, 2015 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 362 | $ (1,196) | $ 4,186 | $ 6,154 | $ 6,679 | $ 6,266 | $ 5,732 | $ 5,475 | $ 9,506 | $ 24,152 | $ 11,316 |
Less: Net income attributable to noncontrolling interest | (953) | (951) | (954) | (985) | (909) | (941) | (936) | (944) | (3,843) | (3,730) | (266) |
Less: Preferred stock dividends | (13,760) | ||||||||||
Net income (loss) attributable to common stockholders | $ (591) | $ (2,147) | $ 3,232 | $ 5,169 | $ 5,770 | $ 5,325 | $ 4,796 | $ 4,531 | 5,663 | 20,422 | (2,710) |
Less: Allocation to participating securities | (183) | (265) | (182) | ||||||||
Net income (loss) available to common stockholders | $ 5,480 | $ 20,157 | $ (2,892) | ||||||||
Basic weighted-average common shares | 31,597 | 31,447 | 15,838 | ||||||||
Dilutive potential common shares | 4 | 37 | |||||||||
Diluted weighted-average common shares | 31,601 | 31,484 | 15,838 | ||||||||
Earnings (loss) per common share- basic and diluted | $ (0.02) | $ (0.07) | $ 0.10 | $ 0.16 | $ 0.18 | $ 0.17 | $ 0.15 | $ 0.14 | $ 0.17 | $ 0.64 | $ (0.18) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments - Additional information (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Mortgage notes receivable, gross | $ 52 | $ 18.6 |
Estimated Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of mortgage notes receivable | 51.9 | 18.7 |
Interest Rate Swap Agreements | Other Assets, Net | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of derivative financial instruments | $ 2.2 | $ 1.2 |
Selected Interim Financial Da_3
Selected Interim Financial Data (unaudited) - Summary of Unaudited Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 13,306 | $ 9,678 | $ 17,560 | $ 16,716 | $ 16,232 | $ 15,766 | $ 14,825 | $ 14,282 | $ 57,260 | $ 61,105 | $ 49,296 |
Interest expense | (3,953) | (3,190) | (2,786) | (2,558) | (2,261) | (2,117) | (1,808) | (1,515) | (12,487) | (7,701) | (10,883) |
Net income (loss) | 362 | (1,196) | 4,186 | 6,154 | 6,679 | 6,266 | 5,732 | 5,475 | 9,506 | 24,152 | 11,316 |
Net income attributable to noncontrolling interest | (953) | (951) | (954) | (985) | (909) | (941) | (936) | (944) | (3,843) | (3,730) | (266) |
Net income (loss) attributable to common stockholders | $ (591) | $ (2,147) | $ 3,232 | $ 5,169 | $ 5,770 | $ 5,325 | $ 4,796 | $ 4,531 | $ 5,663 | $ 20,422 | $ (2,710) |
Net income (loss) attributable to common stockholders per share: | |||||||||||
Basic and diluted | $ (0.02) | $ (0.07) | $ 0.10 | $ 0.16 | $ 0.18 | $ 0.17 | $ 0.15 | $ 0.14 | $ 0.17 | $ 0.64 | $ (0.18) |
Schedule III Real Estate and _2
Schedule III Real Estate and Accumulated Depreciation (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)Property | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Cost to Company, Land | $ 45,589 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 543,147 | |||
Initial Cost to Company, Furniture, fixtures, and equipment | 3,628 | |||
Cost Capitalized Subsequent to Acquisition | 5,688 | |||
Gross Amount at Which Carried at Close of Period, Land | 45,594 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 548,824 | |||
Gross Amount at Which Carried at Close of Period, Furniture, fixtures, and equipment | 3,634 | |||
Gross Amount at Which Carried at Close of Period, Total | 598,052 | $ 563,728 | $ 494,874 | $ 504,853 |
Accumulated Depreciation | $ (59,611) | $ (41,984) | $ (26,052) | $ (11,172) |
Texas Ten Portfolio | TX | SNF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 10 | |||
Initial Cost to Company, Land | $ 4,325 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 140,815 | |||
Cost Capitalized Subsequent to Acquisition | 2 | |||
Gross Amount at Which Carried at Close of Period, Land | 4,325 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 140,817 | |||
Gross Amount at Which Carried at Close of Period, Total | 145,142 | |||
Accumulated Depreciation | $ (15,062) | |||
Date Acquired | 2,015 | |||
Texas Ten Portfolio | TX | Minimum | SNF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 1,963 | |||
Texas Ten Portfolio | TX | Maximum | SNF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 2,013 | |||
Life Generations Portfolio | CA | SNF/ALF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 6 | |||
Initial Cost to Company, Land | $ 18,338 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 75,592 | |||
Initial Cost to Company, Furniture, fixtures, and equipment | 2,748 | |||
Cost Capitalized Subsequent to Acquisition | 18 | |||
Gross Amount at Which Carried at Close of Period, Land | 18,341 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 75,607 | |||
Gross Amount at Which Carried at Close of Period, Furniture, fixtures, and equipment | 2,748 | |||
Gross Amount at Which Carried at Close of Period, Total | 96,696 | |||
Accumulated Depreciation | $ (12,211) | |||
Date Acquired | 2,015 | |||
Life Generations Portfolio | CA | Minimum | SNF/ALF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 1,966 | |||
Life Generations Portfolio | CA | Maximum | SNF/ALF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 1,992 | |||
Lakeway Hospital | TX | Acute Care Hospital | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 5,181 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 69,875 | |||
Gross Amount at Which Carried at Close of Period, Land | 5,181 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 69,875 | |||
Gross Amount at Which Carried at Close of Period, Total | 75,056 | |||
Accumulated Depreciation | $ (5,967) | |||
Date of Construction | 2,012 | |||
Date Acquired | 2,015 | |||
Kentfield Rehabilitation & Specialty Hospital | CA | LTACH | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 6,204 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 51,826 | |||
Gross Amount at Which Carried at Close of Period, Land | 6,204 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 51,826 | |||
Gross Amount at Which Carried at Close of Period, Total | 58,030 | |||
Accumulated Depreciation | $ (6,553) | |||
Date of Construction | 1,962 | |||
Date Acquired | 2,014 | |||
Mountain's Edge Hospital | NV | Acute Care Hospital | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 2,296 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 27,116 | |||
Cost Capitalized Subsequent to Acquisition | 5,144 | |||
Gross Amount at Which Carried at Close of Period, Land | 2,296 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 32,260 | |||
Gross Amount at Which Carried at Close of Period, Total | 34,556 | |||
Accumulated Depreciation | $ (2,337) | |||
Date Acquired | 2,015 | |||
Mountain's Edge Hospital | NV | Minimum | Acute Care Hospital | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 2,015 | |||
Mountain's Edge Hospital | NV | Maximum | Acute Care Hospital | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 2,018 | |||
AAC Portfolio | TX, NV | BH | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 4 | |||
Initial Cost to Company, Land | $ 2,026 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 23,021 | |||
Gross Amount at Which Carried at Close of Period, Land | 2,026 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 23,021 | |||
Gross Amount at Which Carried at Close of Period, Total | 25,047 | |||
Accumulated Depreciation | $ (1,288) | |||
Date Acquired | 2,017 | |||
AAC Portfolio | TX, NV | Minimum | BH | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 1,980 | |||
AAC Portfolio | TX, NV | Maximum | BH | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 2,001 | |||
Horizon Specialty Hospital of Henderson | NV | LTACH | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 733 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 19,277 | |||
Gross Amount at Which Carried at Close of Period, Land | 733 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 19,277 | |||
Gross Amount at Which Carried at Close of Period, Total | 20,010 | |||
Accumulated Depreciation | $ (2,376) | |||
Date of Construction | 2,012 | |||
Date Acquired | 2,014 | |||
Southern Indiana Rehabilitation Hospital | IN | IRF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 1,967 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 21,409 | |||
Gross Amount at Which Carried at Close of Period, Land | 1,968 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 21,408 | |||
Gross Amount at Which Carried at Close of Period, Total | 23,376 | |||
Accumulated Depreciation | $ (468) | |||
Date of Construction | 1,993 | |||
Date Acquired | 2,018 | |||
Physical Rehabilitation and Wellness Center of Spartanburg | South Carolina | SNF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 170 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 19,830 | |||
Gross Amount at Which Carried at Close of Period, Land | 170 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 19,830 | |||
Gross Amount at Which Carried at Close of Period, Total | 20,000 | |||
Accumulated Depreciation | $ (2,321) | |||
Date of Construction | 1,989 | |||
Date Acquired | 2,014 | |||
Vibra Rehabilitation Hospital of Amarillo | TX | IRF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 991 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 18,181 | |||
Initial Cost to Company, Furniture, fixtures, and equipment | 227 | |||
Gross Amount at Which Carried at Close of Period, Land | 991 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 18,181 | |||
Gross Amount at Which Carried at Close of Period, Furniture, fixtures, and equipment | 227 | |||
Gross Amount at Which Carried at Close of Period, Total | 19,399 | |||
Accumulated Depreciation | $ (3,033) | |||
Date of Construction | 1,990 | |||
Date Acquired | 2,015 | |||
Advanced Diagnostics Hospital East | TX | Acute Care Hospital | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 863 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 16,668 | |||
Cost Capitalized Subsequent to Acquisition | 18 | |||
Gross Amount at Which Carried at Close of Period, Land | 864 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 16,685 | |||
Gross Amount at Which Carried at Close of Period, Total | 17,549 | |||
Accumulated Depreciation | $ (495) | |||
Date of Construction | 1,998 | |||
Date Acquired | 2,017 | |||
Mira Vista Court | TX | SNF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 1,343 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 14,657 | |||
Gross Amount at Which Carried at Close of Period, Land | 1,343 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 14,657 | |||
Gross Amount at Which Carried at Close of Period, Total | 16,000 | |||
Accumulated Depreciation | $ (1,780) | |||
Date of Construction | 2,013 | |||
Date Acquired | 2,015 | |||
North Brownsville Medical Plaza | TX | MOB | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | $ 15,128 | |||
Cost Capitalized Subsequent to Acquisition | 506 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 15,628 | |||
Gross Amount at Which Carried at Close of Period, Furniture, fixtures, and equipment | 6 | |||
Gross Amount at Which Carried at Close of Period, Total | 15,634 | |||
Accumulated Depreciation | $ (3,533) | |||
Date of Construction | 2,007 | |||
Date Acquired | 2,014 | |||
Magnolia Portfolio | IN | SNF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 2 | |||
Initial Cost to Company, Land | $ 217 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 14,265 | |||
Initial Cost to Company, Furniture, fixtures, and equipment | 557 | |||
Gross Amount at Which Carried at Close of Period, Land | 217 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 14,265 | |||
Gross Amount at Which Carried at Close of Period, Furniture, fixtures, and equipment | 557 | |||
Gross Amount at Which Carried at Close of Period, Total | 15,039 | |||
Accumulated Depreciation | $ (1,179) | |||
Date Acquired | 2,017 | |||
Magnolia Portfolio | IN | Minimum | SNF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 1,983 | |||
Magnolia Portfolio | IN | Maximum | SNF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Date of Construction | 1,986 | |||
Woodlake at Tolland Nursing and Rehabilitation | CT | SNF | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 490 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 9,643 | |||
Gross Amount at Which Carried at Close of Period, Land | 490 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 9,643 | |||
Gross Amount at Which Carried at Close of Period, Total | 10,133 | |||
Accumulated Depreciation | $ (956) | |||
Date of Construction | 1,992 | |||
Date Acquired | 2,017 | |||
Norris Academy | TN | BH | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Number of Properties | Property | 1 | |||
Initial Cost to Company, Land | $ 445 | |||
Initial Cost to Company, Building and improvements and intangible lease assets | 5,844 | |||
Initial Cost to Company, Furniture, fixtures, and equipment | 96 | |||
Gross Amount at Which Carried at Close of Period, Land | 445 | |||
Gross Amount at Which Carried at Close of Period, Building and improvements and intangible lease assets | 5,844 | |||
Gross Amount at Which Carried at Close of Period, Furniture, fixtures, and equipment | 96 | |||
Gross Amount at Which Carried at Close of Period, Total | 6,385 | |||
Accumulated Depreciation | $ (52) | |||
Date of Construction | 2,018 | |||
Date Acquired | 2,018 |
Schedule III Real Estate and _3
Schedule III Real Estate and Accumulated Depreciation - Changes in Total Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cost | |||
Balance at beginning of period | $ 563,728 | $ 494,874 | $ 504,853 |
Acquisitions | 23,377 | 55,250 | |
Capitalized costs | 4,563 | 1,104 | 21 |
Conversion of mortgage note | 6,384 | 12,500 | |
Elimination of earn-out payment | (10,000) | ||
Balance at end of period | 598,052 | 563,728 | 494,874 |
Accumulated Depreciation | |||
Balance at beginning of period | 41,984 | 26,052 | 11,172 |
Depreciation | 17,627 | 15,932 | 14,880 |
Balance at end of period | $ 59,611 | $ 41,984 | $ 26,052 |
Schedule III Real Estate and _4
Schedule III Real Estate and Accumulated Depreciation (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Real Estate And Accumulated Depreciation [Line Items] | |
Aggregate net tax value of real estate assets for federal income tax purposes | $ 550 |
Minimum | Lease Intangibles | |
Real Estate And Accumulated Depreciation [Line Items] | |
Estimated useful lives of assets | 12 years |
Maximum | Lease Intangibles | |
Real Estate And Accumulated Depreciation [Line Items] | |
Estimated useful lives of assets | 15 years |
Building and Improvements | Minimum | |
Real Estate And Accumulated Depreciation [Line Items] | |
Estimated useful lives of assets | 2 years |
Building and Improvements | Maximum | |
Real Estate And Accumulated Depreciation [Line Items] | |
Estimated useful lives of assets | 50 years |
Furniture, Fixtures, and Equipment | Minimum | |
Real Estate And Accumulated Depreciation [Line Items] | |
Estimated useful lives of assets | 5 years |
Furniture, Fixtures, and Equipment | Maximum | |
Real Estate And Accumulated Depreciation [Line Items] | |
Estimated useful lives of assets | 14 years |
Schedule IV Mortgage Loans Re_2
Schedule IV Mortgage Loans Receivable on Real Estate (Details) - USD ($) $ in Thousands | Jun. 27, 2018 | Feb. 16, 2018 | Aug. 01, 2017 | Jan. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Mortgage Loans On Real Estate [Line Items] | ||||||||||
Interest rate | 9.60% | |||||||||
Prior liens | $ 31,785 | |||||||||
Mortgage Loans on Real Estate | 46,343 | |||||||||
Mortgage Loans on Real Estate, outstanding principal balance | $ 44,994 | [1] | $ 18,635 | $ 10,000 | $ 10,000 | |||||
Springfield, Massachusetts | ||||||||||
Mortgage Loans On Real Estate [Line Items] | ||||||||||
Final maturity date | Jun. 30, 2023 | |||||||||
Webster, Texas | ||||||||||
Mortgage Loans On Real Estate [Line Items] | ||||||||||
Interest rate | 12.00% | 10.00% | ||||||||
Clarksville, Indiana | ||||||||||
Mortgage Loans On Real Estate [Line Items] | ||||||||||
Interest rate | 9.50% | |||||||||
Prior liens | $ 15,800 | |||||||||
First Mortgage | Springfield, Massachusetts | Rehabilitation Hospital | ||||||||||
Mortgage Loans On Real Estate [Line Items] | ||||||||||
Interest rate | 9.00% | |||||||||
Final maturity date | Jun. 30, 2023 | |||||||||
Mortgage Loans on Real Estate | $ 10,000 | |||||||||
Mortgage Loans on Real Estate, outstanding principal balance | [1] | $ 8,651 | ||||||||
First Mortgage | Webster, Texas | Integrated Medical Facility | ||||||||||
Mortgage Loans On Real Estate [Line Items] | ||||||||||
Interest rate | 12.00% | |||||||||
Final maturity date | Jan. 31, 2019 | |||||||||
Mortgage Loans on Real Estate | $ 9,700 | |||||||||
Mortgage Loans on Real Estate, outstanding principal balance | [1] | $ 9,700 | ||||||||
First Mortgage | Meridian, Idaho | Long-Term Acute Care Hospital | ||||||||||
Mortgage Loans On Real Estate [Line Items] | ||||||||||
Interest rate | 10.00% | |||||||||
Final maturity date | Jul. 8, 2021 | |||||||||
Mortgage Loans on Real Estate | $ 16,229 | |||||||||
Mortgage Loans on Real Estate, outstanding principal balance | [1] | $ 16,229 | ||||||||
Second Mortgage | Clarksville, Indiana | Inpatient Rehabilitation Facility | ||||||||||
Mortgage Loans On Real Estate [Line Items] | ||||||||||
Interest rate | 9.50% | |||||||||
Final maturity date | Jan. 17, 2021 | |||||||||
Prior liens | [2] | $ 15,791 | ||||||||
Mortgage Loans on Real Estate | 5,414 | |||||||||
Mortgage Loans on Real Estate, outstanding principal balance | [1] | $ 5,414 | ||||||||
Second Mortgage | Dallas, Texas | Skilled Nursing and Assisted Living Facility | ||||||||||
Mortgage Loans On Real Estate [Line Items] | ||||||||||
Interest rate | 10.00% | |||||||||
Final maturity date | Mar. 29, 2020 | |||||||||
Prior liens | $ 15,994 | |||||||||
Mortgage Loans on Real Estate | 5,000 | |||||||||
Mortgage Loans on Real Estate, outstanding principal balance | [1] | $ 5,000 | ||||||||
[1] | Carrying amount of mortgages represents the contractual amount due under the mortgage note as of the date of this Schedule IV and excludes any other fees or costs associated with the mortgage notes and their origination. The aggregate cost for federal income tax purposes as of December 31, 2018 is estimated to be $45.0 million. | |||||||||
[2] | The Clarksville, Indiana loan is for a property that is under development with a first mortgage commitment of $15.8 million. |
Schedule IV Mortgage Loans Re_3
Schedule IV Mortgage Loans Receivable on Real Estate (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 27, 2018 | Feb. 16, 2018 | Aug. 01, 2017 | Jan. 30, 2017 | Dec. 31, 2018 |
Mortgage Loans On Real Estate [Line Items] | |||||
Loan interest rate | 9.60% | ||||
Mortgage Loans on Real Estate | $ 46,343 | ||||
Mortgage loans on prior liens | 31,785 | ||||
Aggregate cost for federal income tax purposes | 45,000 | ||||
Springfield, Massachusetts | |||||
Mortgage Loans On Real Estate [Line Items] | |||||
Term on mortgage loan | 10 years | ||||
Mortgage note, maturity date | Jun. 30, 2023 | ||||
Repayment of mortgage loan principal | $ 1,000 | ||||
Webster, Texas | |||||
Mortgage Loans On Real Estate [Line Items] | |||||
Loan interest rate | 12.00% | 10.00% | |||
Meridian, Idaho | Maximum | |||||
Mortgage Loans On Real Estate [Line Items] | |||||
Mortgage Loans on Real Estate | $ 19,000 | ||||
Clarksville, Indiana | |||||
Mortgage Loans On Real Estate [Line Items] | |||||
Loan interest rate | 9.50% | ||||
Percentage of interest rate using claw-back feature | 15.00% | ||||
Mortgage loans on prior liens | $ 15,800 |
Schedule IV Mortgage Loans Re_4
Schedule IV Mortgage Loans Receivable on Real Estate - Changes in Mortgage Loans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Mortgage Loans On Real Estate [Abstract] | |||||
Balance at beginning of period | $ 18,635 | $ 10,000 | $ 10,000 | ||
Additions during year: | |||||
New mortgage loans | 34,092 | [1] | 21,135 | [2] | |
Mortgage loans on real estate period increase | 34,092 | 21,135 | |||
Deductions during year: | |||||
Collection of principal | (1,349) | ||||
Foreclosure of mortgage note | 0 | ||||
Conversion to fee simple ownership | (6,384) | [1] | (12,500) | [2] | |
Mortgage loans on real estate period decrease | (7,733) | (12,500) | |||
Balance at end of period | $ 44,994 | [3] | $ 18,635 | $ 10,000 | |
[1] | On September 27, 2018, the Company acquired the newly constructed Norris Academy. The purchase price of approximately $6.4 million was satisfied by applying the aggregate principal amount outstanding on the construction mortgage loan provided by the Company. The Company funded approximately $1.9 million on the construction mortgage loan for the year ended December 31, 2017 and approximately $4.5 million for the year ended December 31, 2018. | ||||
[2] | On January 30, 2017, the Company invested $12.5 million through a newly originated interest-only loan secured by a first mortgage on a licensed general acute care surgical hospital. On November 10, 2017, the Company completed the acquisition of Advanced Diagnostics Hospital East for a purchase price of $17.5 million, pursuant to the exercise of its exclusive right to purchase the property contained in the Company's $12.5 million mortgage note receivable. The $12.5 million in principal outstanding on the mortgage note receivable was applied to the purchase price, and the Company paid an additional $5.0 million in cash in satisfaction of the purchase price. | ||||
[3] | Carrying amount of mortgages represents the contractual amount due under the mortgage note as of the date of this Schedule IV and excludes any other fees or costs associated with the mortgage notes and their origination. The aggregate cost for federal income tax purposes as of December 31, 2018 is estimated to be $45.0 million. |
Schedule IV Mortgage Loans Re_5
Schedule IV Mortgage Loans Receivable on Real Estate - Changes in Mortgage Loans (Parenthetical) (Details) - USD ($) $ in Thousands | Nov. 10, 2017 | Dec. 31, 2018 | Sep. 27, 2018 | Dec. 31, 2017 | Jan. 30, 2017 |
Mortgage Loans On Real Estate [Line Items] | |||||
Mortgage notes receivable, net | $ 44,778 | $ 18,557 | $ 12,500 | ||
Mortgage Loans on Real Estate | 46,343 | ||||
Norris Academy | |||||
Mortgage Loans On Real Estate [Line Items] | |||||
Mortgage notes receivable, net | $ 6,400 | ||||
Mortgage Loans on Real Estate | $ 4,500 | $ 1,900 | |||
Advanced Diagnostics Hospital East | |||||
Mortgage Loans On Real Estate [Line Items] | |||||
Mortgage notes receivable, net | $ 12,500 | ||||
Aggregate purchase price | 17,500 | ||||
Cash consideration | $ 5,000 |