Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 16, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q4 | ||
Entity Registrant Name | Community Healthcare Trust Inc | ||
Entity Central Index Key | 1,631,569 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 18,179,799 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 317.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Real estate properties | ||
Land and land improvements | $ 44,419 | $ 29,884 |
Buildings, improvements, and lease intangibles | 343,955 | 222,755 |
Personal property | 112 | 97 |
Total real estate properties | 388,486 | 252,736 |
Less accumulated depreciation | (36,136) | (18,404) |
Total real estate properties, net | 352,350 | 234,332 |
Cash and cash equivalents | 2,130 | 1,568 |
Mortgage note receivable, net | 10,633 | 10,786 |
Other assets, net | 20,653 | 4,843 |
Total assets | 385,766 | 251,529 |
Liabilities | ||
Debt, net | 93,353 | 51,000 |
Accounts payable and accrued liabilities | 4,056 | 3,541 |
Other liabilities | 4,983 | 2,981 |
Total liabilities | 102,392 | 57,522 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 450,000,000 shares authorized; 18,085,798 and 12,988,482 shares issued and outstanding at December 31, 2017 and 2016, respectively | 181 | 130 |
Additional paid-in capital | 324,303 | 214,323 |
Cumulative net income | 4,775 | 1,265 |
Accumulated other comprehensive income | 258 | 0 |
Cumulative dividends | (46,143) | (21,711) |
Total stockholders’ equity | 283,374 | 194,007 |
Total liabilities and stockholders' equity | $ 385,766 | $ 251,529 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 18,085,798 | 12,988,482 |
Common Stock, shares outstanding | 18,085,798 | 12,988,482 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES | |||
Rental income | $ 31,071 | $ 18,999 | $ 6,364 |
Tenant reimbursements | 5,071 | 4,564 | 1,964 |
Mortgage interest | 1,022 | 1,634 | 304 |
Other operating | 179 | 0 | 0 |
Revenues | 37,343 | 25,197 | 8,632 |
EXPENSES | |||
Property operating | 8,682 | 4,744 | 2,012 |
General and administrative | 3,475 | 3,228 | 2,472 |
Depreciation and amortization | 17,732 | 13,201 | 5,204 |
Bad debts | 67 | 155 | 71 |
Expenses | 29,956 | 21,328 | 9,759 |
OTHER INCOME (EXPENSE) | |||
Interest expense | (3,948) | (1,178) | (364) |
Interest and other income, net | 71 | 30 | 35 |
Other Income (Expense) | (3,877) | (1,148) | (329) |
NET INCOME (LOSS) | $ 3,510 | $ 2,721 | $ (1,456) |
INCOME (LOSS) PER COMMON SHARE: | |||
Net income (loss) per common share – Basic (in dollars per share) | $ 0.19 | $ 0.24 | $ (0.31) |
Net income (loss) per common share – Diluted (in dollars per share) | $ 0.19 | $ 0.24 | $ (0.31) |
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING-BASIC | 14,815,258 | 11,238,437 | 4,726,925 |
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING-DILUTED | 14,815,258 | 11,319,505 | 4,726,925 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME (LOSS) | $ 3,510 | $ 2,721 | $ (1,456) |
Other comprehensive income: | |||
Unrealized losses on cash flow hedges | (144) | 0 | 0 |
Reclassification of loss amounts recognized as interest expense | 402 | 0 | 0 |
Total other comprehensive income | 258 | 0 | 0 |
COMPREHENSIVE INCOME (LOSS) | $ 3,768 | $ 2,721 | $ (1,456) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid in Capital [Member] | Cumulative Net Income (Loss) [Member] | AOCI Attributable to Parent [Member] | Cumulative Dividends [Member] |
Beginning Balance (in shares) at Dec. 31, 2014 | 200,000 | |||||
Beginning Balance at Dec. 31, 2014 | $ 2 | $ 2 | $ 0 | $ 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, net of offering costs (in shares) | 7,311,183 | 7,311,183 | ||||
Issuance of common stock, net of offering costs | $ 127,486 | $ 73 | 127,413 | |||
Stock-based compensation (in shares) | 85,757 | |||||
Stock-based compensation | 166 | $ 1 | 165 | |||
Net income (loss) | (1,456) | (1,456) | ||||
Dividends to common stockholders | (3,928) | (3,928) | ||||
Unrealized losses on cash flow hedges | 0 | |||||
Reclassification adjustment for losses included in net income (interest expense) | 0 | |||||
Ending Balance (in shares) at Dec. 31, 2015 | 7,596,940 | |||||
Ending Balance at Dec. 31, 2015 | $ 122,270 | $ 76 | 127,578 | (1,456) | (3,928) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, net of offering costs (in shares) | 5,175,000 | 5,175,000 | ||||
Issuance of common stock, net of offering costs | $ 86,125 | $ 52 | 86,073 | |||
Stock-based compensation (in shares) | 216,542 | |||||
Stock-based compensation | 674 | $ 2 | 672 | |||
Net income (loss) | 2,721 | 2,721 | ||||
Dividends to common stockholders | (17,783) | (17,783) | ||||
Unrealized losses on cash flow hedges | 0 | |||||
Reclassification adjustment for losses included in net income (interest expense) | 0 | |||||
Ending Balance (in shares) at Dec. 31, 2016 | 12,988,482 | |||||
Ending Balance at Dec. 31, 2016 | $ 194,007 | $ 130 | 214,323 | 1,265 | (21,711) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, net of offering costs (in shares) | 4,887,500 | 4,887,500 | ||||
Issuance of common stock, net of offering costs | $ 108,557 | $ 49 | 108,508 | |||
Stock-based compensation (in shares) | 209,816 | |||||
Stock-based compensation | 1,474 | $ 2 | 1,472 | |||
Net income (loss) | 3,510 | 3,510 | ||||
Dividends to common stockholders | (24,432) | (24,432) | ||||
Unrealized losses on cash flow hedges | (144) | $ (144) | ||||
Reclassification adjustment for losses included in net income (interest expense) | 402 | 402 | ||||
Ending Balance (in shares) at Dec. 31, 2017 | 18,085,798 | |||||
Ending Balance at Dec. 31, 2017 | $ 283,374 | $ 181 | $ 324,303 | $ 4,775 | $ 258 | $ (46,143) |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Dividends to common stockholders, per share (in dollars per share) | $ 1.565 | $ 1.525 | $ 0.517 |
Cumulative Dividends [Member] | |||
Dividends to common stockholders, per share (in dollars per share) | $ 1.565 | $ 1.525 | $ 0.517 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING ACTIVITIES | |||
Net income (loss) | $ 3,510 | $ 2,721 | $ (1,456) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 18,153 | 13,383 | 5,320 |
Stock-based compensation | 1,474 | 674 | 166 |
Straight-line rent | (1,303) | (606) | (133) |
Provision for bad debts, net of recoveries | 67 | 155 | 71 |
Reduction in contingent purchase price | (5) | (1,279) | 0 |
Deferred income tax benefit | (478) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Other assets | (1,090) | (1,956) | (1,811) |
Accounts payable and accrued liabilities | 402 | 2,127 | 326 |
Other liabilities | 1,397 | (290) | 488 |
Net cash provided by operating activities | 22,127 | 14,929 | 2,971 |
INVESTING ACTIVITIES | |||
Acquisitions of real estate | (133,505) | (103,206) | (128,950) |
Acquisition and funding of mortgage and other notes receivable | (13,750) | (12,406) | (10,863) |
Proceeds from repayments on notes receivable | 833 | 104 | 0 |
Capital expenditures on existing real estate properties | (1,132) | (1,579) | (827) |
Net cash used in investing activities | (147,554) | (117,087) | (140,640) |
FINANCING ACTIVITIES | |||
Net (repayments) borrowings on revolving credit facility | (17,000) | 34,000 | 17,000 |
Term loan borrowings | 60,000 | 0 | 0 |
Dividends paid | (24,432) | (17,783) | (3,928) |
Proceeds from issuance of common stock | 109,168 | 86,805 | 129,353 |
Equity issuance costs | (611) | (680) | (1,867) |
Debt issuance costs | (743) | (634) | (873) |
Settlement of contingent purchase price | (393) | 0 | 0 |
Net cash provided by financing activities | 125,989 | 101,708 | 139,685 |
Increase (decrease) in cash and cash equivalents | 562 | (450) | 2,016 |
Cash and cash equivalents, beginning of period | 1,568 | 2,018 | 2 |
Cash and cash equivalents, end of period | 2,130 | 1,568 | 2,018 |
Supplemental Cash Flow Information: | |||
Interest paid | 3,125 | 564 | 178 |
Invoices accrued for construction, tenant improvement and other capitalized costs | 209 | 28 | 52 |
Reclassification between accounts and notes receivable | 615 | 0 | 0 |
Conversion of mortgage note upon acquisition of real estate property | 0 | 12,500 | 0 |
Increase in fair value of cash flow hedges | $ 144 | $ 0 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Business Overview Community Healthcare Trust Incorporated (the ‘‘Company’’, ‘‘we’’, ‘‘our’’) was organized in the State of Maryland on March 28, 2014. The Company is a fully-integrated healthcare real estate company that owns and acquires real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers in our target submarkets. The Company conducts its business through an UPREIT structure in which its properties are owned by its operating partnership (the "OP"), either directly or through subsidiaries. The Company is the sole general partner of the OP, owning 100% of the OP units. As of December 31, 2017 , the Company had investments of approximately $399.1 million in 86 real estate properties, including a mortgage note, located in 26 states, totaling approximately 2.0 million square feet in the aggregate. Square footage, property count, and occupancy percentage disclosures in the consolidated financial statements are unaudited. Principles of Consolidation Our Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, and may also include joint ventures, partnerships and variable interest entities, or VIEs, where the Company controls the operating activities. Management must make judgments regarding the Company's level of influence or control over an entity and whether or not the Company is the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, the Company's ability to direct the activities that most significantly impact the entity's governing body, the size and seniority of the Company's investment, and the Company's ability to replace the manager and/or liquidate the entity. Management's ability to correctly assess its influence or control over an entity when determining the primary beneficiary of a VIE affects the presentation of these entities in the Company's Consolidated Financial Statements. If it is determined that the Company is the primary beneficiary of a VIE, the Company's Consolidated Financial Statements would include the operating results of the VIE rather than the results of the variable interest in the VIE. Untimely or inaccurate financial information provided to the Company or deficiencies in the VIEs internal control over financial reporting could impact the Company's Consolidated Financial Statements and its own internal control over financial reporting. See Notes 5 and 11 regarding VIEs identified by the Company related to its mortgage note and note receivable portfolio. All material intercompany accounts, transactions, and balances have been eliminated in the presentation of the Company's Consolidated Financial Statements. Jumpstart Our Business Startups Act of 2012 The Company has elected the "emerging growth company,’’ status as permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Management has elected to ‘‘opt out’’ of the provision allowed under the JOBS Act to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will be required to comply with new or revised accounting standards as required when they are adopted. The decision to opt out of the extended transition period under the JOBS Act is irrevocable. Use of Estimates in the Consolidated Financial Statements Preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may materially differ from those estimates. Segment Reporting The Company acquires and owns, or finances, healthcare-related real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers in our target submarkets. 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 segment. Cash and Cash Equivalents Cash and cash equivalents includes short-term investments with original maturities of three months or less when purchased. Real Estate Properties Real estate properties are recorded at cost or at fair value if acquired in a transaction that is a business combination under FASB Accounting Standards Codification ("ASC") 805. Cost or fair value at the time of acquisition is allocated among land and land improvements, buildings and improvements, lease and other intangibles, and personal property, as applicable. Real estate property acquisitions are accounted for as a business combination or an asset acquisition. An acquisition accounted for as a business combination is recorded at fair value and related closing costs are expensed as incurred. An acquisition accounted for as an asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition. The Company adopted FASB's Accounting Standards Update ("ASU") No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , on January 1, 2017, and expects that substantially all of its acquisitions will be accounted for as asset acquisitions. The allocation of real estate property acquisitions may include land and land improvements, building and building improvements, personal property, and identified intangible assets and liabilities (consisting of above- and below-market leases, in-place leases, and tenant relationships) based on the evaluation of information and estimates available at that date, and we allocate the purchase price based on these assessments. We make estimates of the acquisition date fair value of the tangible and intangible assets and acquired liabilities using information obtained from multiple sources as a result of pre-acquisition due diligence, tax records, and other sources. Based on these estimates, we recognize the acquired assets and liabilities at their estimated fair values. We expense transaction costs associated with business combinations in the period incurred. The fair value of tangible property assets acquired considers the value of the property as if vacant determined by comparable sales and other relevant data. The determination of fair value involves the use of significant judgment and estimation. We value land based on various inputs, which may include internal analysis of recently acquired properties, existing comparable properties within our portfolio, or third party appraisals or valuations based on comparable sales. In recognizing identified intangible assets and liabilities of an acquired property, the value of above- or below-market leases is estimated based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over the remaining term of the lease. In the case of a below-market lease, the Company would also evaluate any renewal options associated with that lease to determine if the intangible should include those periods. The capitalized above-market or below-market lease intangibles are amortized as a reduction from or an addition to rental income over the estimated remaining term of the respective leases. In determining the value of in-place leases and tenant relationships, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other property operating expenses, estimates of lost rental revenue during the expected lease-up periods, and costs to execute similar leases, including leasing commissions. The values assigned to in-place leases and tenant relationships are amortized over the estimated remaining term of the lease. If a lease terminates prior to its scheduled expiration, all unamortized costs related to that lease are written off. Asset Impairments The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets, including real estate properties, whenever events occur or a change in circumstances indicates that the carrying value might not be fully recoverable. Indicators of impairment may include significant under-performance of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or the strategy for its overall business; plans to sell an asset before its depreciable life has ended; the expiration of a significant portion of leases in a property; or significant negative economic trends or negative industry trends for the Company or its operators. In addition, the Company’s review for possible impairment may include those assets subject to purchase options and those impacted by casualties, such as tornadoes and hurricanes. If management determines that the carrying value of the Company’s assets may not be fully recoverable based on the existence of any of the factors above, or others, management would measure and record an impairment charge based on the estimated fair value of the property or the estimated fair value less costs to sell the property. No indicators of impairment occurred during 2017 , 2016 or 2015 to warrant management to test any of its assets for impairment. Therefore, no impairments were recorded during the years ended December 31, 2017 , 2016 or 2015 . Fair Value Measurements 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. Our interest rate swaps 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. Executed purchase and sale agreements, that are binding agreements, are categorized as Level 1 inputs. Brokerage estimates, letters of intent, or unexecuted purchase and sale agreements are considered to be Level 3 as they are non-binding in nature. Lease Accounting We, as lessor, make a determination with respect to each of our leases whether they should be accounted for as operating leases or capital leases. The classification criteria is based on estimates regarding the fair value of the leased facilities, minimum lease payments, effective cost of funds, the economic useful life of the facilities, the existence of a bargain purchase option, and certain other terms in the lease agreements. We believe all of our leases should be accounted for as operating leases. Payments received under operating leases are accounted for in the Consolidated Statements of Income (Loss) as rental income for actual cash rent collected plus or minus straight-line adjustments, such as lease escalators. Assets subject to operating leases are reported as real estate investments in the Consolidated Balance Sheets. Many of our leases contain fixed or formula-based rent escalators. To the extent that the escalator increases are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease. Revenue Recognition The Company recognizes rental revenue when it is realized or realizable and earned. There are four criteria that must all be met before a Company may recognize revenue, including persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered (i.e., the tenant has taken possession of and controls the physical use of the leased asset), the price has been fixed or is determinable, and collectability is reasonably assured. The Company derives most of its revenues from its real estate property and mortgage note and other notes portfolio. The Company's rental and mortgage and other notes interest income is recognized based on contractual arrangements with its tenants and borrowers. Rental income is recognized as earned over the life of the lease agreement on a straight-line basis. Recognizing rental revenue on a straight-line basis for leases may result in recognizing revenue in amounts more or less than amounts currently due from tenants. If management determines that the collectability of straight-line rents is not reasonably assured, the amount of future revenue recognized may be limited to amounts contractually owed and, where appropriate, establish an allowance for estimated losses. The Company also accrues operating expense recoveries based on the contractual terms of its leases and late fees based on the contractual terms of its leases or notes, as applicable. Income received but not yet earned is deferred until such time it is earned. Deferred revenue is included in other liabilities on the Consolidated Balance Sheets. Interest income is recognized based on the interest rates, maturity dates and amortization periods set forth within each note agreement. Allowance for Doubtful Accounts and Credit Losses Management monitors the aging and collectability of its accounts receivable balances on an ongoing basis. Whenever deterioration in the timeliness of payment from a tenant is noted, management investigates and determines the reason or reasons for the delay. Considering all information gathered, management’s judgment is exercised in determining whether a receivable is potentially uncollectible and, if so, how much or what percentage may be uncollectible. Among the factors management considers in determining collectability are: the type of contractual arrangement under which the receivable was recorded (e.g., triple net lease, gross lease, or other type of agreement); the tenant’s reason for slow payment; industry influences under which the tenant operates; evidence of willingness and ability of the tenant to pay the receivable; credit-worthiness of the tenant; collateral, security deposit, letters of credit or other monies held as security; tenant’s historical payment pattern; other contractual agreements between the tenant and the Company; relationship between the tenant and the Company; the state in which the tenant operates; and the existence of a guarantor and the willingness and ability of the guarantor to pay the receivable. Considering these factors and others, management concludes whether all or some of the aged receivable balance is likely uncollectible. Upon determining that some portion of the receivable is likely uncollectible, the Company will record a provision for bad debts for the amount it expects will be uncollectible. When efforts to collect a receivable are exhausted, the receivable amount is charged off against the allowance. The Company does not hold any accounts receivable for sale. The Company evaluates collectability of its notes receivable and records allowances as necessary. A note is impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan as scheduled, including both contractual interest and principal payments. This assessment also includes an evaluation of the loan collateral. If a mortgage loan becomes past due, the Company will review the specific circumstances and may discontinue the accrual of interest on the loan. The loan is not returned to accrual status until the debtor has demonstrated the ability to continue debt service in accordance with the contractual terms. Loans placed on non-accrual status will be accounted for on a cash basis, in which income is recognized only upon the receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan, based on the Company's expectation of future collectability. There were no notes that the Company had on non-accrual status or that the Company had available for sale at December 31, 2017 , 2016 or 2015 . Stock-Based Compensation The Company's 2014 Incentive Plan, as amended (the "2014 Incentive Plan") is intended to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to motivate the participants to achieve long-term company goals and to more closely align the participants’ interests with those of our other stockholders by providing them with a proprietary interest in our growth and performance. The three distinct programs under the 2014 Incentive Plan are the Amended and Restated Alignment of Interest Program , the Amended and Restated Executive Officer Incentive Program and the Non-Executive Officer Incentive Program . Our executive officers, officers, employees, consultants and non-employee directors are eligible to participate in the 2014 Incentive Plan. The 2014 Incentive Plan increases, on an annual basis, the number of shares of common stock available for issuance to an amount equal to 7% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year. The 2014 Incentive Plan is administered by the Company’s compensation committee, which interprets the 2014 Incentive Plan and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive covenants) applicable to, awards. The Company recognizes share-based payments to its directors and employees in its Consolidated Statements of Income (Loss) on a straight-line basis over the shorter of the requisite service period or retirement eligibility date based on the fair value of the award on the measurement date. Intangible Assets Intangible assets with indefinite lives are not amortized, but are tested at least annually for impairment. Intangible assets with finite lives are amortized over their respective lives to their estimated residual values and are reviewed for impairment only when impairment indicators are present. Identifiable intangible assets of the Company are generally comprised of in-place and above-market lease intangible assets and below-market lease intangible liabilities, as well as deferred financing costs. In-place lease intangible assets are amortized to depreciation expense on a straight-line basis over the applicable lives of the leases. Above- and below-market lease intangibles are amortized to rental income on a straight-line basis over the applicable lives of the leases. Deferred financing costs are amortized to interest expense over the term of the related credit facility or other debt instrument using the straight-line method, which approximates amortization under the effective interest method. Contingent Liabilities From time to time, the Company may be subject to loss contingencies arising from legal proceedings and similar matters. Additionally, while the Company maintains comprehensive liability and property insurance with respect to each of its properties, the Company may be exposed to unforeseen losses related to uninsured or under-insured damages. Management will monitor any matter that may present a contingent liability, and, on a quarterly basis, will review any reserves and accruals relating to the liabilities, adjusting provisions as necessary in view of changes in available information. Liabilities for contingencies are first recorded when a loss is determined to be both probable and can be reasonably estimated. Changes in estimates regarding the exposure to a contingent loss will be reflected as adjustments to the related liability in the periods when they occur and will be disclosed in the notes to the Consolidated Financial Statements. On occasion, the Company may also have acquisitions which include contingent consideration. Accounting for business combinations require the Company to estimate the fair value of any contingent purchase consideration at acquisition. Management will monitor these contingencies on a quarterly basis. Changes in estimates regarding contingent purchase consideration will be reflected as adjustments to the related liability in the periods when they occur and will be disclosed in the notes to the Consolidated Financial Statements. Income Taxes The Company has elected to be taxed as a REIT, as defined under the Internal Revenue Code of 1986, as amended (the "Code"). The Company and one subsidiary have also elected for that subsidiary to be treated as a taxable REIT subsidiary ("TRS"), which is subject to federal and state income taxes. No provision has been made for federal income taxes for the REIT; however, the Company has recorded income tax expense or benefit for the TRS to the extent applicable. The Company intends at all times to qualify as a REIT under the Code. The Company must distribute at least 90% per annum of its 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 generally accepted accounting principles) and meet other requirements to continue to qualify as a real estate investment trust. See further discussion in Note 15. The Company classifies interest and penalties related to uncertain tax positions, if any, in the Consolidated Statements of Income (Loss) as a component of general and administrative expenses. No such amounts were recognized during 2017 , 2016 or 2015 . The Company is subject to audit by the Internal Revenue Service and by state taxing authorities for the years ended December 31, 2016 , 2015 and for the period from March 28, 2014 (date of inception) through December 31, 2014. Sales and Use Taxes The Company must pay sales and use taxes to certain state tax authorities based on rent collected from tenants in properties located in those states. The Company is generally reimbursed for those taxes by those tenants. The Company accounts for the payments to the taxing authority and subsequent reimbursement from the tenant on a net basis, included in tenant reimbursement revenue on the Company’s Consolidated Statements of Income (Loss). Concentration of Credit Risks Our credit risks primarily relate to cash and cash equivalents, our mortgage note and other notes receivable and our interest rate swaps, which are discussed below. Cash and cash equivalents are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that often exceed federally-insured limits. We have not experienced any losses in such accounts. Derivative Financial Instruments In the normal course of business, we are subject to risk from adverse fluctuations in interest rates. We have chosen to manage this risk through the use of derivative financial instruments, or interest rate swaps. Counterparties to these contracts are major financial institutions. We are exposed to credit loss in the event of nonperformance by these counterparties. We do not use derivative instruments for trading or speculative purposes. Our objective in managing exposure to market risk is to limit the impact on cash flows. To qualify for hedge accounting, our 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 transaction or transactions must be, and be expected to remain, probable of occurring in accordance with our related assertions. All of our hedges are cash flow hedges and are recognized at their fair value in the Consolidated Balance Sheets. Changes in the fair value of the derivatives are recognized in accumulated other comprehensive income. Earnings per Share Basic earnings per common share is computed by dividing net income by the weighted average common shares outstanding less issued and outstanding non-vested shares of common stock. Diluted earnings per common share is calculated by including the effect of dilutive securities. Our unvested restricted common stock outstanding contains non-forfeitable rights to dividends, and accordingly, these awards are deemed to be participating securities. These participating securities, under the 2-class method, are included in the earnings allocation in computing both basic and diluted earnings per common share. New Accounting Pronouncements On July 1, 2017, the Company adopted the Financial Accounting Standard Board's ("FASB") ASU No. 2017-12, Derivatives and Hedging Topic 815: Targeted Improvements to Accounting for Hedging Activities, ("ASU 2017-12"). ASU 2017-12 is intended to better align an entity’s financial reporting for hedging activities with the economic objectives of those activities. Upon adoption of ASU 2017-12, the cumulative ineffectiveness that a company had previously recognized on existing cash flow and net investment hedges is adjusted and removed from beginning retained earnings and placed in accumulated other comprehensive income. The adoption of ASU 2017-12 did not have an impact on our financial statements as we had not previously recognized any hedge ineffectiveness related to our existing cash flow hedges. In future periods, for hedges that are deemed highly effective, we will no longer need to recognize any hedge ineffectiveness, and all gains or losses will be recognized in other comprehensive income. Between May 2014 and September 2017, the FASB issued various ASUs changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”) that may impact the Company: (i) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) and (iv) ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) ("ASU 2017-13). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. ASU 2017-13 provides certain amendments to the previously issued Revenue ASUs and ASU No. 2016-02, Leases ("ASU 2016-02"). In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods within, beginning after December 15, 2017. The Company adopted the Revenue ASUs on January 1, 2018. A reporting entity may apply the amendments in the Revenue ASUs using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or full retrospective approach. The primary source of revenue for the Company is generated through leasing arrangements and financing instruments, which are excluded from the Revenue ASUs. However, we expect that the recognition of non-lease components may be impacted by items included in the Revenue ASUs that will become effective upon the adoption of ASU 2016-02 on January 1, 2019. Also, under ASU 2014-09, revenue recognition for real estate sales is largely based on the transfer of control versus continuing involvement under current guidance. The Company adopted the Revenue ASUs on January 1, 2018 using the modified retrospective method which will be reflected in its financial statements for the quarter ending March 31, 2018. Because the Company's revenues for are substantially all related to leasing or financing activities, under its mortgage note or notes, the adoption of the Revenue ASUs should not have a material impact to the Company's consolidated financial position, results of operations or disclosures. The Company will continue to evaluate during 2018 the impact to its non-lease components upon adoption of ASU 2016-02 in 2019. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments, ("ASU 2016-15") , which clarifies or provides guidance relating to eight specific cash flow classification issues. The standard should be applied retrospectively for each period presented, as appropriate. The impact of this new guidance will depend on future transactions, though the impact will only be related to the classification of those items on the statement of cash flows and will not impact the Company's total cash flows or its results of operations. There was no impact to the Company's Consolidated Financial Statements upon adoption of this standard on January 1, 2018. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) , ("ASU 2017-09"), which provides guidance about which changes in the terms or conditions of a share-based payment award require a company to apply modification accounting in Topic 718. Under ASU No. 2017-09, a company will generally be required to apply modification accounting unless the fair value or intrinsic value of the modified award, the vesting conditions of the modified award, and the classification of the modified award as equity or a liability are the same as the original award immediately before the award is modified. There was no impact to the Company's Consolidated Financial Statements upon adoption of this standard on January 1, 2018. In February 2016, the FASB issued ASU No. 2016-02. This standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor doesn’t convey risks and rewards or control, an operating lease results. ASU 2016-02 is effective for fiscal years, and interim periods within, beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Leasing revenues will continue to be recognized on a straight-line basis over the lease term |
Real Estate Investments
Real Estate Investments | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments As of December 31, 2017 , the Company had investments of approximately $399.1 million in 86 real estate properties, including one mortgage note receivable. The following table summarizes the Company's investments. (Dollars in thousands) Number of Facilities Land and Land Improvements Buildings, Improvements, and Lease Intangibles Personal Property Total Accumulated Depreciation Medical office buildings: Florida 5 $ 4,608 $ 29,235 $ — $ 33,843 $ 2,493 Ohio 5 3,167 23,526 — 26,693 3,431 Texas 3 3,096 12,489 — 15,585 3,284 Illinois 2 1,134 11,823 — 12,957 1,589 Kansas 2 1,427 10,497 — 11,924 2,429 Iowa 1 2,241 8,991 — 11,232 1,148 Virginia 1 369 4,649 — 5,018 233 Other states 13 3,276 22,697 — 25,973 2,279 32 19,318 123,907 — 143,225 16,886 Physician clinics: Kansas 3 1,638 10,899 — 12,537 1,981 Illinois 2 2,615 6,354 — 8,969 87 Florida 3 — 5,950 — 5,950 512 Other states 9 3,221 18,461 — 21,682 3,025 17 7,474 41,664 — 49,138 5,605 Surgical centers and hospitals Louisiana 1 1,683 21,353 — 23,036 577 Indiana 1 523 14,405 — 14,928 360 Michigan 2 628 8,272 — 8,900 1,960 Illinois 1 2,183 5,410 — 7,593 740 Florida 1 271 7,017 — 7,288 233 Arizona 2 576 5,389 — 5,965 1,000 Other states 5 1,555 11,000 — 12,555 2,861 13 7,419 72,846 — 80,265 7,731 Specialty centers Illinois 2 2,057 19,575 — 21,632 215 Alabama 3 415 4,417 — 4,832 1,295 Nevada 1 276 4,402 — 4,678 273 Other states 11 1,919 18,664 — 20,583 2,854 17 4,667 47,058 — 51,725 4,637 Behavioral facilities: West Virginia 1 2,138 22,897 — 25,035 152 Illinois 1 1,300 18,803 — 20,103 745 Indiana 2 1,126 6,040 — 7,166 156 Other states 2 977 8,729 — 9,706 100 6 5,541 56,469 — 62,010 1,153 Corporate property — — 2,011 112 2,123 124 Total owned properties 85 $ 44,419 $ 343,955 $ 112 $ 388,486 $ 36,136 Mortgage note receivable 1 — — — 10,633 — Total real estate investments 86 $ 44,419 $ 343,955 $ 112 $ 399,119 $ 36,136 Depreciation expense was $7.6 million , $4.5 million and $1.5 million , respectively, as of December 31, 2017, 2016 and 2015, which is included in depreciation and amortization expense on the Company's Consolidated Statements of Income (Loss). Depreciation and amortization of real estate assets and liabilities in place as of December 31, 2017 , is recognized on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives at December 31, 2017 are as follows: Land improvements 2 - 15 years Buildings 15 - 40 years Building improvements 3.0 - 39.8 years Tenant improvements 2.3 - 15.7 years Lease intangibles 0.7 - 13.7 years Personal property 3 -10 years |
Real Estate Leases
Real Estate Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Real Estate Leases | Real Estate Leases The Company’s properties are generally leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2033 . The Company’s leases generally require the lessee to pay minimum rent, with fixed rent renewal terms or increases based on a Consumer Price Index and may also include additional rent, which may include taxes (including property taxes), insurance, maintenance and other operating costs associated with the leased property. Future Minimum Lease Payments Future minimum lease payments under the non-cancelable operating leases due the Company for the years ending December 31, as of December 31, 2017 , are as follows (in thousands): 2018 $ 35,372 2019 31,648 2020 28,839 2021 25,617 2022 22,415 2023 and thereafter 133,617 $ 277,508 Revenue Concentrations The Company's real estate portfolio is leased to a diverse tenant base. At December 31, 2017 and 2016 , the Company had no customers that accounted for more than 10% of its consolidated revenues. The Company's portfolio is currently located in 26 states with approximately 36.5% of its consolidated revenues for the year ended December 31, 2017 derived from properties located in Illinois ( 13.5% ), Ohio ( 12.2% ), and Florida ( 10.8% ). Purchase Option Provisions Certain of the Company's leases provide the lessee with a purchase option or a right of first refusal to purchase the leased property. The purchase option provisions generally require the lessee to purchase the leased property at fair value or at an amount greater than the Company's gross investment in the leased property at the time of the purchase. No purchase options were exercised during the year ended December 31, 2017 . The Company had approximately $6.3 million in two real estate properties at December 31, 2017 with purchase options that are exercisable during 2018 . Straight-line rental income Rental income is recognized as earned over the life of the lease agreement on a straight-line basis. Straight-line rent included in rental income was approximately $1.3 million , $0.6 million , and $0.1 million , respectively, for the years ended December 31, 2017 , 2016 and 2015 . Operating expense recoveries The Company accrues operating expense recoveries, or tenant reimbursements, based on the contractual terms of its leases and late fees based on the contractual terms of its leases or notes, as applicable. Operating expense recoveries were approximately $5.1 million , $4.6 million , and $2.0 million respectively, and late fees, included in rental income, were approximately $149,000 , $228,000 , and $40,000 , respectively, for the years ended December 31, 2017 , 2016 and 2015 . Deferred revenue Income received but not yet earned is deferred until such time it is earned. Deferred revenue, included in other liabilities on the Consolidated Balance Sheets, was approximately $1.1 million , $0.8 million and $0.5 million , respectively, at December 31, 2017 , 2016 , and 2015 . |
Real Estate Acquisitions
Real Estate Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Real Estate Acquisitions | Real Estate Acquisitions 2017 Real Estate Acquisitions The Company's acquisitions for 2017 included the following, all of which we accounted for as asset acquisitions: During the fourth quarter of 2017, the Company acquired six real estate properties totaling approximately 153,000 square feet for an aggregate purchase price of approximately $40.2 million , including cash consideration of approximately $40.1 million . Upon acquisition, the properties were 100.0% leased in the aggregate with lease expirations ranging from 2021 through 2032 . In addition, we purchased $11.45 million face value of certain promissory notes, secured by accounts receivable of our bankrupt borrower, for $8.75 million from a syndicate of banks, a $2.7 million discount to face value. See Note 5 for further discussion related to this note purchase and bankruptcy. During the third quarter of 2017, the Company acquired two real estate properties totaling approximately 147,000 square feet for an aggregate purchase price and cash consideration of approximately $28.3 million . Upon acquisition, the properties were 100% leased in the aggregate with lease expirations ranging from 2022 through 2032 . In addition, we funded a $5.0 million mezzanine loan to the tenant of one of the properties. During the second quarter of 2017, the Company acquired 10 real estate properties totaling approximately 203,000 square feet for an aggregate purchase price of approximately $36.2 million , including cash consideration of approximately $35.9 million . Upon acquisition, the properties were 100% leased in the aggregate with lease expirations ranging from 2019 through 2032 . During the first quarter of 2017, the Company acquired 10 real estate properties totaling approximately 145,000 square feet for an aggregate purchase price of approximately $28.5 million , including cash consideration of approximately $28.4 million . Upon acquisition, the properties were 95.2% leased in the aggregate with lease expirations ranging from 2018 through 2032 . The Company also acquired a property, adjacent to its corporate office, for a cash purchase price of approximately $0.9 million . The property is leased to a tenant but the Company intends to use the property for future expansion of its corporate office. Amounts reflected in revenues and net income for the year ended December 31, 2017 for the properties acquired during 2017 were approximately $5.9 million and $2.4 million , respectively. Transaction costs totaling approximately $1.0 million related to these acquisitions were capitalized in the period as part of the real estate assets and approximately $36,000 was expensed related to the mezzanine note and note purchased. The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed in the property acquisitions for the year ended December 31, 2017 . Estimated Fair Value Estimated Useful Life (In thousands) (In years) Land and land improvements $ 14,285 2 - 15 Building and building improvements 103,831 20 - 40 Intangibles: At-market lease intangibles 16,502 4.1 - 9.3 Total intangibles 16,502 Accounts receivable and other assets assumed 32 Accounts payable, accrued liabilities and other liabilities assumed (1) (675 ) Prorated rent, interest and operating expense reimbursement amounts collected (470 ) Total cash consideration $ 133,505 (1) Includes security deposits received. 2016 Real Estate Acquisitions During the fourth quarter of 2016, the Company acquired six real estate properties totaling approximately 187,098 square feet for an aggregate purchase price of approximately $45.6 million , including cash consideration of approximately $45.2 million . Upon acquisition, the properties were 98.1% leased with lease expirations ranging from 2017 through 2031 . During the third quarter of 2016, the Company acquired four real estate properties totaling approximately 57,983 square feet for an aggregate purchase price and cash consideration of approximately $12.1 million . Upon acquisition, the properties were 100.0% leased with lease expirations ranging from 2018 through 2031 . During the second quarter of 2016, the Company acquired three real estate properties totaling approximately 153,446 square feet for an aggregate purchase price of approximately $33.5 million , including cash consideration of approximately $21.1 million and the conversion of a $12.5 million mortgage note receivable. Upon acquisition, the properties were approximately 93.7% leased in the aggregate with lease expirations ranging from 2016 through 2031 . In addition, one of the properties included contingent consideration of up to $0.5 million of which the Company paid $0.4 million in settlement of the contingency during the second quarter of 2017. During the first quarter of 2016, the Company acquired four real estate properties totaling approximately 146,443 square feet for an aggregate purchase price of approximately $25.4 million , including cash consideration of approximately $25.6 million . Upon acquisition, the properties were approximately 95.6% leased in the aggregate with lease expirations ranging from 2017 through 2026 . The Company incurred transaction costs of approximately $0.8 million for the year ended December 31, 2016 related to its acquisitions accounted for as business combinations which are included in general and administrative expenses in the accompanying Consolidated Statements of Income (Loss). Transaction costs related to its acquisition accounted for as an asset purchase were capitalized in the period as part of the real estate asset. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the property acquisitions during 2016. Estimated Fair Value Estimated Useful Life (In thousands) (In years) Land $ 16,476 Buildings 87,753 20 - 40 Intangibles: At-market lease intangibles 13,961 2.3 - 13.7 Above-market lease intangibles 26 0.7 Below-market lease intangibles (923 ) 8.8 Total intangibles 13,064 Accounts receivable and other assets assumed 51 Accounts payable, accrued liabilities and other liabilities assumed (1) (661 ) Contingent liabilities (487 ) Mortgage note conversion (12,500 ) Prorated rent, interest and operating expense reimbursement amounts collected (490 ) Expenses paid, including closing costs 773 Total cash consideration $ 103,979 (1) Includes security deposits received and property taxes payable prior to the acquisition. During the first quarter of 2016, the Company funded a $12.5 million mortgage note secured by an 85,000 square foot behavioral facility in Illinois which was scheduled to mature on January 31, 2027 . The Company received a loan fee from the transaction totaling $93,750 which was deferred and was being recognized into income on a straight-line basis, which approximated the effective interest method, through the maturity of the mortgage note. The mortgage loan required interest only payments to us through January 2017 and had a stated fixed interest rate of 11% . The Company exercised its option to acquire the behavioral facility secured by this mortgage and acquired the facility in May 2016 as discussed in more detail above in 2016 Real Estate Acquisition s. Upon acquisition, the Company recognized into income the unamortized portion of the loan fee totaling approximately $90,000 . |
Mortgage Note Receivable
Mortgage Note Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Mortgage Loans on Real Estate [Abstract] | |
Mortgage Note Receivable | Mortgage Note Receivable The Company had one mortgage note receivable outstanding as of December 31, 2017 and 2016 with a principal balance of $10.6 million and $10.9 million , respectively, which bears interest at 9.5% . Principal and interest are due monthly based on a 20 -year amortization schedule, with a balloon payment due at maturity on September 30, 2026. At December 31, 2017 and 2016 , approximately $0.6 million and $87,000 , respectively, in interest was due from the borrower and is included in other assets on our Consolidated Balance Sheets, of which approximately $0.5 million and $0 , respectively, was past due in accordance the terms of the underlying note. The borrower and several related entities (the "Borrower") filed for voluntary bankruptcy on June 23, 2017. At the time of filing for bankruptcy, the Borrower was current on all obligations to the Company, but no payments have been received during the bankruptcy. On February 21, 2018, the Borrower filed an amended bankruptcy exit plan (the "Amended Plan"), agreed upon by the secured lenders and the unsecured creditor's committee of the Borrower, whereby the Company will provide financing for the Borrower to exit bankruptcy (the "Exit Financing"). Based on information currently available, the Company believes that the Amended Plan will be confirmed by the court substantially in the form as filed. Assuming the Amended Plan is confirmed by the bankruptcy court, the Company will enter into a new note and fund the Exit Financing, with a newly established entity ("Newco"), that will be secured by the ownership interests, cash, accounts receivable, other assets and cash flows of nine long-term acute care or rehabilitation hospitals, which includes two specialty hospitals that were not part of the bankruptcy but will be owned and operated by Newco. On December 28, 2017, in anticipation of the Exit Financing, the Company purchased $11.45 million face value of certain promissory notes, secured by accounts receivable of the Borrower, for $8.75 million from a syndicate of banks, a $2.7 million discount to face value. Additionally, subsequent to December 31, 2017, the Company acquired $2.2 million of certain promissory notes, secured by the operations of two facilities of the Borrower, which were not included in the bankruptcy but will be owned and operated by Newco. Under the terms of the Exit Financing, the existing mortgage note and other promissory notes of the Borrower held by the Company will be satisfied with proceeds from the Exit Financing, which will include approximately $5.35 million of additional cash to be funded by the Company. Also, as part of the Amended Plan, the Company, through a deed in lieu of foreclosure, will receive the real estate property currently secured by the mortgage note receivable. The Company evaluated the collectability of the mortgage note and other promissory notes that it acquired, including the underlying loan collateral. Based on information currently available, the present value of the expected future cash flows to be received was not materially different from the recorded investment balance of the mortgage note and promissory notes as of December 31, 2017, and therefore, no impairment was recognized. During 2015, the Company identified the borrower of the mortgage note discussed above as a VIE. The underlying $11.0 million mortgage note included a purchase option in which the Company could acquire the underlying property securing the mortgage through September 30, 2016. The Company elected not to acquire the property and the purchase option expired. Management concluded that the Company was not the primary beneficiary of the VIE as we did not have the ability to make decisions or direct the activities of the VIE that would impact its economic performance. Schedule IV - Mortgage Loans on Real Estate as of December 31, 2017 (Dollars in thousands) Description of Collateral Interest Rate Maturity Date Periodic Payment Terms Original Face Amount Carrying Amount (3) Principal amount of loans subject to delinquent principal or interest (2) Long-term care acute care facility in Louisiana 9.5 % 9/30/2026 (1) $ 11,000 $ 10,633 $ 10,633 Total Mortgage Loans $ 10,633 ___________ (1) Was interest only until September 30, 2016. Thereafter, principal and interest payments are due monthly through the maturity date with a balloon payment due at maturity. (2) The borrower filed for bankruptcy in June 2017. See Note 5 to the Consolidated Financial Statements for more details on the bankruptcy. (3) A rollforward of Mortgage loans on real estate for the years ended December 31, 2017 , 2016 and 2015 is provided below. Year Ended December 31, 2017 2016 2015 Balance at beginning of period $ 10,786 $ 10,897 $ — Additions during the period: New or acquired mortgages, net — 12,406 10,863 Amortization/write-off of loan and commitment fees 122 75 34 122 12,481 10,897 Deductions during the period: Conversion upon acquisition (a) — (12,500 ) — Scheduled principal payments (275 ) (92 ) — (275 ) (12,592 ) — Balance at end of period (b) $ 10,633 $ 10,786 $ 10,897 ___________ (a) Conversion of a $12.5 million mortgage note upon the acquisition of the property that secured the note on May 23, 2016. (b) Total mortgage loans as of December 31, 2017 had an aggregate total cost of $10.6 million (unaudited) for federal income tax purposes. |
Debt, net
Debt, net | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt, Net | Debt, net The table below details the Company's debt as of December 31, 2017 and December 31, 2016 . Balance as of (Dollars in thousands) December 31, 2017 December 31, 2016 Maturity Dates Revolving Credit Facility $ 34,000 $ 51,000 8/19 5-Year Term Loan, net 29,685 — 3/22 7-Year Term Loan, net 29,668 — 3/24 $ 93,353 $ 51,000 On March 29, 2017 , we entered into a second amended and restated Credit Facility (as amended and restated, the "Credit Facility"). The Credit Facility is by and among Community Healthcare OP, LP, the Company, the Lenders from time to time party thereto, and SunTrust Bank, as Administrative Agent. The Company’s material subsidiaries are guarantors of the obligations under the Credit Facility. The Credit Facility provides for a $150.0 million revolving credit facility (the "Revolving Credit Facility") and $100.0 million in term loans (the "Term Loans"). The Credit Facility, through the accordion feature, allows borrowings up to a total of $450.0 million , including the ability to add and fund additional term loans. The Revolving Credit Facility matures on August 9, 2019 and includes two 12-month options to extend the maturity date of the Revolving Credit Facility, subject to the satisfaction of certain conditions. The Term Loans include a five-year term loan facility in the aggregate principal amount of $50.0 million (the "5-Year Term Loan") which matures on March 29, 2022 and a seven-year term loan facility in the aggregate principal amount of $50.0 million (the "7-Year Term Loan") which matures on March 29, 2024 . Upon closing of the Credit Facility on March 29, 2017 , the Company borrowed $30.0 million under each of the 5-Year Term Loan and the 7-Year Term Loan. Each of the 5-Year Term Loan and 7-Year Term Loan has a delayed draw feature that is available in up to three draws within 15 months from March 29, 2017 , subject to a minimum draw of $10.0 million and pro forma compliance. The Company incurred approximately $0.8 million in fees and other costs upon closing of the Credit Facility which are netted against the term loans and are being amortized to interest expense on a straight-line basis which approximates the effective interest method. Amounts outstanding under the Revolving Credit Facility bear annual interest at a floating rate that is based, at the Company’s option, on either: (i) LIBOR plus 1.75% to 2.75% or (ii) a base rate plus 0.75% to 1.75% , in each case, depending upon the Company’s leverage ratio. In addition, the Company is obligated to pay an annual fee equal to 0.25% of the amount of the unused portion of the Revolving Credit Facility if amounts borrowed are greater than 33.3% of the borrowing capacity under the Revolving Credit Facility and 0.35% of the unused portion of the Revolving Credit Facility if amounts borrowed are less than or equal to 33.3% of the borrowing capacity under the Revolving Credit Facility. At December 31, 2017 , the Company had $34.0 million balance outstanding under the Revolving Credit Facility with a weighted average interest rate of approximately 3.95% and a remaining borrowing capacity of $116.0 million . Amounts outstanding under the Term Loans bear annual interest at a floating rate that is based, at the Company’s option, on either: (i) LIBOR plus 2.2% to 2.9% or (ii) a base rate plus 1.25% to 1.9% , in each case, depending upon the Company’s leverage ratio. In addition, the Company is obligated to pay an annual fee equal to 0.35% of the amount of the unused portion of the Term Loans. The Company entered into interest rate swaps to fix the interest rates on the term loans as discussed in Note 7. At December 31, 2017 , the Company had $60.0 million outstanding under the Term Loans with a fixed weighted average interest rate under the swaps of approximately 4.34% and remaining borrowing capacity of $40.0 million . The Company’s ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial maintenance covenants. The Company, subsequent to year end, amended its Credit Facility, effective as of November 1, 2017, to modify the formula used to calculate the amount of restricted payments the Company may make under the Credit Facility. After considering the provisions of the amendment, the Company was in compliance with its financial covenants under its Credit Facility at December 31, 2017. |
Derivative Financial Instrument
Derivative Financial Instrument Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Risk Management Objective of Using Derivatives The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. Cash Flow Hedges of Interest Rate Risk 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 and/or caps 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. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract. As of December 31, 2017 , the Company had two outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk for notional amounts totaling $60.0 million . The Company had recorded the fair value of its interest rate derivatives totaling approximately $0.3 million in other assets in its Consolidated Balance Sheets. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and is subsequently reclassified to interest expense in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s Term Loans. During the next twelve months, the Company estimates that an additional $0.2 million will be reclassified from other comprehensive income ("OCI") as an increase to interest expense. The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the for the year ended December 31, 2017 . (Dollars in thousands) For the Year Ended December 31, 2017 Amount of unrealized loss recognized in OCI on derivative $ (144 ) Amount of loss reclassified from accumulated OCI into interest expense $ 402 Total Interest Expense presented in the Consolidated Statements of Income (Loss) in which the effects of the cash flow hedges are recorded $ 3,948 Credit-risk-related Contingent Feature s As of December 31, 2017 , the fair value of derivatives in a net asset position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $0.3 million . As of December 31, 2017 , the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company terminated these interest rate swaps, it would pay or receive the approximate aggregate termination value of the swaps at the time of the termination, which was approximately $0.2 million at December 31, 2017 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The following table provides a reconciliation of the beginning and ending common stock balances for the years ended December 31, 2017 , 2016 and 2015 : For the Year Ended December 31, 2017 2016 2015 Balance, beginning of period 12,988,482 7,596,940 200,000 Issuance of common stock 4,887,500 5,175,000 7,311,183 Restricted stock issued 209,816 216,542 85,757 Balance, end of period 18,085,798 12,988,482 7,596,940 Equity Offerings In July 2017, the Company completed a public offering of 4,887,500 shares of its common stock, including 637,500 shares of common stock issued in connection with the exercise in full of the underwriters' option to purchase additional shares, and received net proceeds of approximately $108.6 million after deducting underwriting discount and commissions and offering expenses paid by the Company. Proceeds from the offering were used to repay the outstanding balance on the revolving credit facility totaling $58.0 million and for additional investments. In April 2016, the Company completed a follow-on public offering of 5,175,000 shares of its common stock, including 675,000 shares of common stock issued in connection with the exercise in full of the underwriters' option to purchase additional shares, and received net proceeds of approximately $86.1 million . In May 2015, the Company completed its initial public offering of 7,187,500 shares of its common stock, including 937,500 shares of common stock issued in connection with the exercise in full of the underwriters’ option to purchase additional shares, and received net proceeds, after underwriters' discount and other expenses of approximately $ 125.2 million. Concurrently, the Company issued 123,683 shares of common stock in concurrent private placements to certain directors and officers of the Company and received approximately $ 2.3 million in net proceeds. Universal Shelf S-3 Registration Statement In September 2016, the Company filed a registration statement on Form S-3 that will allow us to offer debt or equity securities (or a combination thereof) of up to $750.0 million from time to time. The S-3 registration statement was declared effective as of September 26, 2016. In July 2017, the Company completed an equity offering and issued approximately 4,887,500 shares of its common stock for gross proceeds of approximately $114.6 million under its Form S-3 registration statement, resulting in approximately $635.4 million remaining to be issued under the Form S-3 registration statement. Dividends Declared During 2017 , the Company declared and paid dividends totaling $1.565 per common share as shown in the table below. Declaration Date Record Date Date Paid Amount Per Share February 2, 2017 February 17, 2017 March 3, 2017 $0.3875 May 4, 2017 May 19, 2017 June 2, 2017 $0.3900 August 7, 2017 August 28, 2017 September 1, 2017 $0.3925 November 2, 2017 November 17, 2017 December 1, 2017 $0.3950 During 2016 , the Company declared and paid dividends totaling $1.525 per common share. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Common Share | Income (Loss) Per Common Share The following table sets forth the computation of basic and diluted income (loss) per common share. Year Ended December 31, 2017 2016 2015 (Dollars in thousands, except per share data) Net income (loss) $ 3,510 $ 2,721 $ (1,456 ) Participating securities' share in earnings (731 ) $ — $ — Net income (loss), less participating securities' share in earnings $ 2,779 $ 2,721 $ (1,456 ) Weighted Average Common Shares Outstanding Weighted average Common Shares outstanding 15,268,612 11,478,883 4,778,144 Unvested restricted shares (453,354 ) (240,446 ) (51,219 ) Weighted average Common Shares outstanding–Basic 14,815,258 11,238,437 4,726,925 Weighted average Common Shares–Basic 14,815,258 11,238,437 4,726,925 Dilutive potential common shares — 81,068 — Weighted average Common Shares outstanding –Diluted 14,815,258 11,319,505 4,726,925 Basic Income (Loss) per Common Share $ 0.19 $ 0.24 $ (0.31 ) Diluted Income (Loss) per Common Share $ 0.19 $ 0.24 $ (0.31 ) The dilutive effect of 9,927 shares of restricted common stock were excluded from the calculation of diluted loss per common share for the year ended December 31, 2015, because the effect was anti-dilutive due to the net loss incurred during the period. |
Incentive Plan
Incentive Plan | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Plan | Incentive Plan 2014 Incentive Plan The 2014 Incentive Plan authorizes the Company to award shares equal to 7% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or 909,193 shares of common stock (the "Plan Pool"), for 2017, to its employees and directors. The 2014 Incentive Plan will continue until terminated by the Company's Board of Directors or March 31, 2024. As of December 31, 2017 , the Company had issued a total of 431,535 restricted shares under the Incentive Pool for compensation-related awards to its employees and directors, with 477,658 authorized shares remaining which had not been issued. Shares issued under the 2014 Incentive Plan are generally subject to long-term, fixed vesting periods of three to eight years. If an employee or director voluntarily terminates his or her relationship with the Company or is terminated for cause before the end of the vesting period, the shares are forfeited, at no cost to the Company. Once the shares have been granted, the recipient of the shares has the right to receive dividends and the right to vote the shares. Alignment of Interest Program The Amended and Restated Alignment of Interest Program (the “Alignment of Interest Program”), amended in late 2016 by the Company's Board of Directors, authorized the Company to issue 500,000 shares of the Company’s common stock to its employees and directors in lieu of the employee's or director's cash compensation (the "Program Pool"), at their election. As of December 31, 2017 , the Company had issued a total of 80,580 restricted shares under the Program Pool in lieu of cash compensation to its employees and directors, with 419,420 authorized shares remaining which had not been issued. The Company's Alignment of Interest Program is designed to provide the Company's employees and directors with an incentive to remain with the Company and to incentivize long-term growth and profitability. Under the Alignment of Interest Program, employees may elect to defer up to 100% of their base salary and other compensation and directors may elect to defer up to 100% of their director fees, subject to the 2014 Incentive Plan's long-term, fixed vesting periods. The number of shares granted will be increased through a Company match depending on the length of the vesting period selected by the employee or director. Employees may select vesting periods of three years, five years, or eight years, with a 30% , 50% , and 100% Company match, respectively. Directors may select vesting periods of one year, two years, or three years, with a 20% , 40% , or 60% Company match, respectively. Officer Incentive Programs The Company has an Amended and Restated Executive Officer Incentive Program and a Non-Executive Officer Incentive Program (the "Officer Incentive Programs") under the Incentive Plan which are designed to provide incentives to the Company's officers that are designed to reward its officers for individual, as well as Company performance in the form of cash or restricted stock. Company performance will be based on performance targets, which may include targets such as funds from operations ("FFO"), dividend payout percentages, as well as the Company's relative total stockholder return performance over one -year and three -year periods, measured against the Company's peer group, as determined by the Company's Board of Directors each year. The officers may elect, in the year prior to an award, to receive awards under the Officer Incentive Programs in cash or restricted stock, as allowed within the applicable Officer Incentive Programs, as well as a vesting period as discussed under the Alignment of Interest Program above. Shares of common stock issued under the Officer Incentive Programs are issued under either the Plan Pool or Program Pool. Summary A summary of the activity under the Incentive Plan and related information for the years ended December 31, 2017 , 2016 , and 2015 is included in the table below. Year Ended December 31, (dollars in thousands, except per share amounts) 2017 2016 2015 Stock-based awards, beginning of year 302,299 85,757 — Stock in lieu of compensation 80,580 104,112 41,669 Stock awards 129,236 112,430 44,088 Total Granted 209,816 216,542 85,757 Stock-based awards, end of year 512,115 302,299 85,757 Weighted average grant date fair value, per share, of: Stock-based awards, beginning of year $ 19.36 $ 19.65 $ — Stock-based awards granted during the year $ 23.84 $ 19.25 $ 19.65 Stock-based awards, end of year $ 21.20 $ 19.36 $ 19.65 Grant date fair value of shares granted during the year $ 5,002 $ 4,168 $ 1,685 The Company had nonvested stock-based compensation that had not yet been recognized of approximately $8.5 million and $5.0 million , respectively, at December 31, 2017 and 2016. The vesting periods for the non-vested shares granted during 2017 ranged from three to eight years with a weighted-average amortization period remaining as of December 31, 2017 of approximately 6.8 years. Compensation expense recognized during the years ended December 31, 2017 , 2016 , and 2015 from the amortization of the value of shares over the vesting period was approximately $1.5 million , $0.7 million and $ 0.2 million , respectively. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consists primarily of notes and accounts receivable, straight-line rent receivables, prepaid assets, deferred financing costs, leasing commissions, and the fair value of our interest rate swaps. Items included in "Other assets, net" on the Company's Consolidated Balance Sheets as of December 31, 2017 and 2016 are detailed in the table below. December 31, (Dollars in thousands) 2017 2016 Notes receivable $ 13,917 $ — Accounts and interest receivable 2,417 2,472 Straight-line rent receivables 2,179 744 Allowance for doubtful accounts (293 ) (154 ) Prepaid assets 341 260 Deferred financing costs, net 618 1,010 Leasing commissions, net 483 129 Deferred tax asset 478 — Fair value of interest rate swaps 258 — Above-market lease intangible assets, net — 25 Other 255 357 $ 20,653 $ 4,843 The Company has several notes receivable with its tenants. During 2017, concurrent with the acquisition of a property, the Company entered into a $5.0 million note receivable with the tenant in the building. The $5.0 million note receivable, which matures on September 27, 2022 , bears interest from 12% to 16% , increasing through the maturity date and payments aggregating approximately $1.9 million are due each year until maturity with the remaining amount due at maturity. The Company also purchased, at a $2.7 million discount to face value, certain promissory notes for $8.75 million which were held by a syndicate of banks that were also creditors of our bankrupt borrower. See Note 5. The Company identified the borrowers of both of these notes as VIEs, but management determined that the Company was not the primary beneficiary of the VIEs because we lack either directly or through related parties any material impact in the activities that impact the borrowers' economic performance. We are not obligated to provide support beyond our stated commitment to the borrowers, and accordingly our maximum exposure to loss as a result of this relationship is limited to the amount of our outstanding notes receivable as noted above. The two VIEs that we have identified at December 31, 2017 are summarized in the table below and are discussed in more detail above. Classification Carrying Amount (in millions) Maximum Exposure to Loss (in millions) Notes receivable $ 5.0 $ 5.0 Notes receivable $ 8.8 $ 8.8 |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liabilities | Intangible Assets and Liabilities The Company has deferred financings costs and various real estate acquisition lease intangibles included in its Consolidated Balance Sheets as of December 31, 2017 and 2016 as detailed in the table below. The Company did not have any indefinite lived intangible assets or liabilities as of December 31, 2017 and 2016 . Gross Balance at December 31, Accumulated Amortization at December 31, Weighted Average (Dollars in thousands) 2017 2016 2017 2016 Remaining Life (Years) Balance Sheet Classification Deferred financing costs (1) $ 1,508 $ 1,508 $ 890 $ 498 1.6 Other assets Deferred financing costs (2) 743 — 96 — 5.3 Debt, net Above-market lease intangibles 91 91 91 66 0 Other assets Below-market lease intangibles (1,280 ) (1,280 ) (329 ) (167 ) 6.3 Other liabilities At-market lease intangibles 51,870 35,368 22,517 12,394 5.2 Real estate properties $ 52,932 $ 35,687 $ 23,265 $ 12,791 5.1 ________________ (1) Deferred financing costs related to the Revolving Credit Facility. (2) Deferred financing costs related to the Term Loans. Expected future amortization, net, for the next five years of the Company's intangible assets and liabilities, in place as of December 31, 2017 are included in the table below. (in thousands) Amortization, net 2018 $ 9,235 2019 6,724 2020 4,757 2021 3,376 2022 2,215 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Tenant Improvements The Company may provide tenant improvement allowances in new or renewal leases for the purpose of refurbishing or renovating tenant space. The Company may also assume tenant improvement obligations included in leases acquired in its real estate acquisitions. As of December 31, 2017 and 2016 , the Company had $0.3 million in tenant improvement allowances included in Other liabilities relating to two tenants whose leases expire in 2018 and 2020. Also, at December 31, 2017 , the Company had commitments for tenant improvements of approximately $3.4 million . Capital Improvements The Company has entered into contracts with various vendors for various capital improvement projects related to its portfolio. Some of these expenditures will be subsequently billed and reimbursed by tenants as provided for in their leases with the Company. As of December 31, 2017 , the Company had commitments of approximately $0.1 million that are expected to be spent on these capital improvement projects. Legal Proceedings The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company's Consolidated Financial Statements. Contingent Purchase Price Settlement During 2017, the Company paid approximately $0.4 million in settlement of a contingent purchase price liability relating to the acquisition of a medical office building acquired during 2016. The Company has no contingent purchase price liabilities remaining at December 31, 2017 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practical to estimate the fair value. Cash and cash equivalents - The carrying amount approximates the fair value. Mortgage note receivable - The fair value is estimated using cash flow analyses which are based on an assumed market rate of interest or at a rate consistent with the rates on mortgage notes acquired by the Company and are classified as Level 2 in the hierarchy. Notes receivable - The fair value is estimated using cash flow analyses which are based on an assumed market rate of interest or at a rate consistent with the rates on notes carried by the Company and are classified as Level 2 in the hierarchy. Borrowings under our Credit Facility - The carrying amount approximates the fair value because the borrowings are based on variable market interest rates. Derivative financial instruments - The fair value is estimated using discounted cash flow techniques. These techniques incorporate primarily 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 table below details the fair values and carrying values for our mortgage note and notes receivable and interest rate swaps at December 31, 2017 and 2016 using Level 2 inputs. December 31, 2017 December 31, 2016 (Dollars in thousands) Carrying Value Fair Value Carrying Value Fair Value Mortgage note receivable $ 10,633 $ 10,633 $ 10,786 $ 10,786 Notes receivable $ 13,917 $ 13,828 $ — $ — Interest rate swap asset $ 258 $ 258 $ — $ — |
Other Data
Other Data | 12 Months Ended |
Dec. 31, 2017 | |
Other Data [Abstract] | |
Other Data | Other Data Taxable Income The Company has elected to be taxed as a REIT, as defined under the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its taxable income to its stockholders. The Company and one subsidiary have also elected for that subsidiary to be treated as a TRS, which is subject to federal and state income taxes. All entities other than the TRS are collectively referred to as "the REIT" within this Note 15. The REIT generally will not be subject to federal income tax on taxable income it distributes currently to its stockholders. Accordingly, no provision for federal income taxes for the REIT has been made in the accompanying Consolidated Financial Statements. If the REIT fails to qualify as a REIT for any taxable year, then it will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax, and may not be able to qualify as a REIT for four subsequent taxable years. Even if the REIT continues to qualify as a REIT, it may be subject to certain state and local taxes on its income and property and to federal income and excise tax on its undistributed taxable income. Income tax expense (benefit) and state income tax payments, net of refunds, are as follows for the years ended December 31, 2017 , 2016 , and 2015 . Year Ended December 31, (Dollars in thousands) 2017 2016 2015 Current $ 171 $ 21 $ — Deferred (478 ) (10 ) 10 Total $ (307 ) $ 11 $ 10 State income tax payments, net of refunds $ 37 $ — $ — Income tax expense (benefit) primarily relates to permanent differences between federal, state and local taxable income resulting from certain state and local jurisdictions wholly or partially disallowing the deduction for dividends paid allowed at the federal level and temporary differences resulting from the bases of assets of the Company's TRS for financial reporting purposes and the bases of those assets for income tax purposes. The expense (benefit) is included in general and administrative expense on the Company's Consolidated Statements of Income (Loss). The Tax Cuts and Jobs Act ("TCJA") was enacted on December 22, 2017. The TCJA reduced the US federal corporate tax rate from 35% to 21% effective January 1, 2018. As a result, we revalued our net deferred tax assets using the 21% US federal income tax rate. The impact of other provisions of the TCJA are still being evaluated by the Company. On a tax-basis, the Company’s gross real estate assets totaled approximately $385.6 million and $249.5 million , respectively, as of December 31, 2017 and 2016 (unaudited). The following table reconciles the Company’s net income (loss) to taxable income for the years ended December 31, 2017 , 2016 and 2015 . Year Ended December 31, (Dollars in thousands) 2017 2016 2015 Net income (loss) $ 3,510 $ 2,721 $ (1,456 ) Reconciling items to taxable income: Depreciation and amortization 10,722 8,863 3,806 Straight-line rent (1,303 ) (606 ) (133 ) Receivable allowance 138 83 71 Stock-based compensation 749 285 121 Deferred rent 332 249 529 Contingent liability fair value adjustments (5 ) (1,278 ) — Deferred income taxes (478 ) — — Other (176 ) 94 (86 ) 9,979 7,690 4,308 Taxable income (1) $ 13,489 $ 10,411 $ 2,852 Dividends paid (2) $ 23,703 $ 17,393 $ 3,883 __________ (1) Before REIT dividends paid deduction. (2) Net of dividends paid on restricted stock included as a reconciling item. Characterization of Distributions (unaudited) Earnings and profits (as defined under the Code), the current and accumulated amounts of which determine the taxability of distributions to stockholders, vary from net income attributable to common stockholders and taxable income because of different depreciation recovery periods, depreciation methods, and other items. Distributions in excess of earnings and profits generally constitute a return of capital. The following table shows the characterization of the distributions on the Company's common stock for the years ended December 31, 2017 , 2016 and 2015 . No preferred shares have been issued by the Company and no dividends have been paid to date relating to preferred shares. 2017 2016 2015 Per Share % Per Share % Per Share % Common stock: Ordinary income $ 0.914 58.4 % $ 1.036 68.0 % $ 0.396 76.6 % Return of capital 0.651 41.6 % 0.489 32.0 % 0.121 23.4 % Common stock distributions $ 1.565 100.0 % $ 1.525 100.0 % $ 0.517 100.0 % |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions 2015 Concurrent Private Placements Concurrently with the completion of the Company’s initial public offering in May 2015, Timothy G. Wallace, our Chairman, Chief Executive Officer and President, and certain of our officers and directors acquired common stock through concurrent private placements at a price per share equal to the initial public offering price. See Note 8 for further details. 2015 Reimbursement of Costs to Athena Funding Partners AFP, which is substantially owned and controlled by Timothy G. Wallace, the Company’s Chairman, Chief Executive Officer and President, advanced or incurred on the Company’s behalf costs related to the activities prior to the Company's initial public offering in 2015, including the Company’s organization, negotiating the property acquisitions, performing due diligence related to the initial properties, performing corporate work in contemplation of the offering and preparing the prospectus. Costs incurred included expenses such as legal and accounting fees, certain costs related to performing property due diligence, certain property related costs, travel, overhead, office supplies and office rent. In 2014, the Company entered into a formation services agreement with AFP pursuant to which the Company agreed to reimburse the actual costs incurred by AFP only upon the successful completion of the initial public offering. The Company reimbursed AFP approximately $ 0.4 million during 2015 upon completion of the initial public offering. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividend Declared On February 1, 2018 , the Company’s Board of Directors declared a quarterly common stock dividend in the amount of $ 0.3975 per share. The dividend is payable on March 2, 2018 to stockholders of record on February 16, 2018 . Restricted Stock Issuances On January 16, 2018, pursuant to the 2014 Incentive Plan and the Alignment of Interest Program, the Company granted 94,001 shares of restricted common stock to its employees, in lieu of salary, that will cliff vest in three to eight years. Of the shares granted, 47,027 shares of restricted stock were granted in lieu of compensation from the Program Pool and 46,974 shares of restricted stock were awards granted from the Plan Pool. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | Selected Quarterly Financial Data (unaudited) Quarterly financial information for the years ended December 31, 2017 and 2016 is summarized below. Quarter Ended (Dollars in thousands, except per share data) March 31 June 30 September 30 December 31 2017 Revenues $ 8,007 $ 8,930 $ 9,444 $ 10,962 Expenses 6,499 7,256 7,838 8,363 Other income (expense) (595 ) (1,208 ) (1,027 ) (1,047 ) Net income $ 913 $ 466 $ 579 $ 1,552 Net income per basic common share $ 0.07 $ 0.04 $ 0.02 $ 0.08 Net income per diluted common share $ 0.07 $ 0.04 $ 0.02 $ 0.08 Quarter Ended (Dollars in thousands, except per share data) March 31 June 30 September 30 December 31 2016 Revenues $ 5,166 $ 6,196 $ 6,443 $ 7,392 Expenses (1) 4,670 5,485 5,203 5,970 Other income (expense) (380 ) (203 ) (176 ) (389 ) Net income $ 116 $ 508 $ 1,064 $ 1,033 Net income per basic common share $ 0.02 $ 0.04 $ 0.08 $ 0.08 Net income per diluted common share $ 0.02 $ 0.04 $ 0.08 $ 0.08 __________ (1) Expenses include approximately $0.8 million related to the acquisition of 14 properties accounted for as business combinations. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016 and 2015 (Dollars in thousands) Additions Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Uncollectible Accounts Written-off Balance at End of Period 2017 Accounts receivable allowance $ 154 $ 67 $ 151 $ (79 ) $ 293 2016 Accounts receivable allowance $ 71 $ 155 $ — $ (72 ) $ 154 2015 Accounts receivable allowance $ — $ 71 $ — $ — $ 71 |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2017 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | Schedule III - Real Estate and Accumulated Depreciation at December 31, 2017 (Dollars in thousands) Land and Land Improvements Buildings, Improvements, and Lease Intangibles Property Type Number of Properties State Initial Investment Costs Capitalized Subsequent to Acquisition Total Initial Investment Costs Capitalized Subsequent to Acquisition Total Personal Property Total Property (1) Accumulated Depreciation (2) Encumbrances Date Acquired Original Date Constructed Medical office buildings 32 AL, FL, GA, IL, IA, IL, IN, KS, KY, MS, NJ, NY, OH, TN, TX, VA $ 19,082 $ 236 $ 19,318 $ 122,034 $ 1,873 $ 123,907 $ — $ 143,225 $ 16,886 $ — 2015 - 2017 1950 - 2009 Physician clinics 17 AL, AZ, FL, IL, KS, NV, OH, PA, TN, TX, VA, WI 7,367 107 7,474 41,101 563 41,664 — 49,138 5,605 — 2015 - 2017 1950 - 2013 Surgical centers and hospitals 13 AZ, CO, FL, IL, IN, LA, MI, OH, PA, SC, TX 7,329 90 7,419 72,680 166 72,846 — 80,265 7,731 — 2015 - 2017 1973 - 2004 Specialty centers 17 AL, CO, GA, IL, KY, NC, NV, OH, OK, TN, TX, VA 4,658 9 4,667 46,913 145 47,058 — 51,725 4,637 — 2015 - 2017 1945 - 2015 Behavioral facilities 6 IL, IN, MS, OH, WV 5,541 — 5,541 56,366 103 56,469 — 62,010 1,153 — 2015 - 2017 1920 - 2001 Total Real Estate 85 43,977 442 44,419 339,094 2,850 341,944 — 386,363 36,012 — Corporate property — — — — 1,579 432 2,011 112 2,123 124 — Total Properties 85 $ 43,977 $ 442 $ 44,419 $ 340,673 $ 3,282 $ 343,955 $ 112 $ 388,486 $ 36,136 $ — (1) Total properties as of December 31, 2017 have an estimated aggregate total cost of $ 385.6 million (unaudited) for federal income tax purposes. (2) Depreciation is provided for on a straight-line basis on land improvements over 2 years to 15 years , buildings and improvements over 2.3 years to 40.0 years , lease intangibles over 0.7 years to 13.7 years , and personal property over 3.0 years to 10.0 years . (3) A reconciliation of Total Property and Accumulated Depreciation for the years ended December 31, 2017, 2016 and 2015 is provided below. Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (Dollars in thousands) Total Property Accumulated Depreciation Total Property Accumulated Depreciation Total Property Accumulated Depreciation Beginning Balance $ 252,736 $ 18,404 $ 132,967 $ 5,203 $ — $ — Additions during the period: Acquisitions 134,618 17,467 118,190 13,091 132,140 5,203 Other improvements 1,132 265 1,579 110 827 — Retirements/dispositions: Real estate — — — — — — Ending Balance $ 388,486 $ 36,136 $ 252,736 $ 18,404 $ 132,967 $ 5,203 |
Schedule IV - Mortgage Loans on
Schedule IV - Mortgage Loans on Real Estate Schedule IV - Mortgage Loans on Real Estate | 12 Months Ended |
Dec. 31, 2017 | |
Mortgage Loans on Real Estate [Abstract] | |
Schedule IV - Mortgage Loans on Real Estate | Mortgage Note Receivable The Company had one mortgage note receivable outstanding as of December 31, 2017 and 2016 with a principal balance of $10.6 million and $10.9 million , respectively, which bears interest at 9.5% . Principal and interest are due monthly based on a 20 -year amortization schedule, with a balloon payment due at maturity on September 30, 2026. At December 31, 2017 and 2016 , approximately $0.6 million and $87,000 , respectively, in interest was due from the borrower and is included in other assets on our Consolidated Balance Sheets, of which approximately $0.5 million and $0 , respectively, was past due in accordance the terms of the underlying note. The borrower and several related entities (the "Borrower") filed for voluntary bankruptcy on June 23, 2017. At the time of filing for bankruptcy, the Borrower was current on all obligations to the Company, but no payments have been received during the bankruptcy. On February 21, 2018, the Borrower filed an amended bankruptcy exit plan (the "Amended Plan"), agreed upon by the secured lenders and the unsecured creditor's committee of the Borrower, whereby the Company will provide financing for the Borrower to exit bankruptcy (the "Exit Financing"). Based on information currently available, the Company believes that the Amended Plan will be confirmed by the court substantially in the form as filed. Assuming the Amended Plan is confirmed by the bankruptcy court, the Company will enter into a new note and fund the Exit Financing, with a newly established entity ("Newco"), that will be secured by the ownership interests, cash, accounts receivable, other assets and cash flows of nine long-term acute care or rehabilitation hospitals, which includes two specialty hospitals that were not part of the bankruptcy but will be owned and operated by Newco. On December 28, 2017, in anticipation of the Exit Financing, the Company purchased $11.45 million face value of certain promissory notes, secured by accounts receivable of the Borrower, for $8.75 million from a syndicate of banks, a $2.7 million discount to face value. Additionally, subsequent to December 31, 2017, the Company acquired $2.2 million of certain promissory notes, secured by the operations of two facilities of the Borrower, which were not included in the bankruptcy but will be owned and operated by Newco. Under the terms of the Exit Financing, the existing mortgage note and other promissory notes of the Borrower held by the Company will be satisfied with proceeds from the Exit Financing, which will include approximately $5.35 million of additional cash to be funded by the Company. Also, as part of the Amended Plan, the Company, through a deed in lieu of foreclosure, will receive the real estate property currently secured by the mortgage note receivable. The Company evaluated the collectability of the mortgage note and other promissory notes that it acquired, including the underlying loan collateral. Based on information currently available, the present value of the expected future cash flows to be received was not materially different from the recorded investment balance of the mortgage note and promissory notes as of December 31, 2017, and therefore, no impairment was recognized. During 2015, the Company identified the borrower of the mortgage note discussed above as a VIE. The underlying $11.0 million mortgage note included a purchase option in which the Company could acquire the underlying property securing the mortgage through September 30, 2016. The Company elected not to acquire the property and the purchase option expired. Management concluded that the Company was not the primary beneficiary of the VIE as we did not have the ability to make decisions or direct the activities of the VIE that would impact its economic performance. Schedule IV - Mortgage Loans on Real Estate as of December 31, 2017 (Dollars in thousands) Description of Collateral Interest Rate Maturity Date Periodic Payment Terms Original Face Amount Carrying Amount (3) Principal amount of loans subject to delinquent principal or interest (2) Long-term care acute care facility in Louisiana 9.5 % 9/30/2026 (1) $ 11,000 $ 10,633 $ 10,633 Total Mortgage Loans $ 10,633 ___________ (1) Was interest only until September 30, 2016. Thereafter, principal and interest payments are due monthly through the maturity date with a balloon payment due at maturity. (2) The borrower filed for bankruptcy in June 2017. See Note 5 to the Consolidated Financial Statements for more details on the bankruptcy. (3) A rollforward of Mortgage loans on real estate for the years ended December 31, 2017 , 2016 and 2015 is provided below. Year Ended December 31, 2017 2016 2015 Balance at beginning of period $ 10,786 $ 10,897 $ — Additions during the period: New or acquired mortgages, net — 12,406 10,863 Amortization/write-off of loan and commitment fees 122 75 34 122 12,481 10,897 Deductions during the period: Conversion upon acquisition (a) — (12,500 ) — Scheduled principal payments (275 ) (92 ) — (275 ) (12,592 ) — Balance at end of period (b) $ 10,633 $ 10,786 $ 10,897 ___________ (a) Conversion of a $12.5 million mortgage note upon the acquisition of the property that secured the note on May 23, 2016. (b) Total mortgage loans as of December 31, 2017 had an aggregate total cost of $10.6 million (unaudited) for federal income tax purposes. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of Consolidation Our Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, and may also include joint ventures, partnerships and variable interest entities, or VIEs, where the Company controls the operating activities. Management must make judgments regarding the Company's level of influence or control over an entity and whether or not the Company is the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, the Company's ability to direct the activities that most significantly impact the entity's governing body, the size and seniority of the Company's investment, and the Company's ability to replace the manager and/or liquidate the entity. Management's ability to correctly assess its influence or control over an entity when determining the primary beneficiary of a VIE affects the presentation of these entities in the Company's Consolidated Financial Statements. If it is determined that the Company is the primary beneficiary of a VIE, the Company's Consolidated Financial Statements would include the operating results of the VIE rather than the results of the variable interest in the VIE. Untimely or inaccurate financial information provided to the Company or deficiencies in the VIEs internal control over financial reporting could impact the Company's Consolidated Financial Statements and its own internal control over financial reporting. See Notes 5 and 11 regarding VIEs identified by the Company related to its mortgage note and note receivable portfolio. All material intercompany accounts, transactions, and balances have been eliminated in the presentation of the Company's Consolidated Financial Statements. |
Use of estimates in the consolidated financial statements | Use of Estimates in the Consolidated Financial Statements Preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may materially differ from those estimates. |
Segment reporting | Segment Reporting The Company acquires and owns, or finances, healthcare-related real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers in our target submarkets. 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 segment. |
Cash and cash equivalents | Cash and Cash Equivalents Cash and cash equivalents includes short-term investments with original maturities of three months or less when purchased. |
Real estate properties/accounting for acquisitions of real estate properties | Real Estate Properties Real estate properties are recorded at cost or at fair value if acquired in a transaction that is a business combination under FASB Accounting Standards Codification ("ASC") 805. Cost or fair value at the time of acquisition is allocated among land and land improvements, buildings and improvements, lease and other intangibles, and personal property, as applicable. Real estate property acquisitions are accounted for as a business combination or an asset acquisition. An acquisition accounted for as a business combination is recorded at fair value and related closing costs are expensed as incurred. An acquisition accounted for as an asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition. The Company adopted FASB's Accounting Standards Update ("ASU") No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , on January 1, 2017, and expects that substantially all of its acquisitions will be accounted for as asset acquisitions. The allocation of real estate property acquisitions may include land and land improvements, building and building improvements, personal property, and identified intangible assets and liabilities (consisting of above- and below-market leases, in-place leases, and tenant relationships) based on the evaluation of information and estimates available at that date, and we allocate the purchase price based on these assessments. We make estimates of the acquisition date fair value of the tangible and intangible assets and acquired liabilities using information obtained from multiple sources as a result of pre-acquisition due diligence, tax records, and other sources. Based on these estimates, we recognize the acquired assets and liabilities at their estimated fair values. We expense transaction costs associated with business combinations in the period incurred. The fair value of tangible property assets acquired considers the value of the property as if vacant determined by comparable sales and other relevant data. The determination of fair value involves the use of significant judgment and estimation. We value land based on various inputs, which may include internal analysis of recently acquired properties, existing comparable properties within our portfolio, or third party appraisals or valuations based on comparable sales. In recognizing identified intangible assets and liabilities of an acquired property, the value of above- or below-market leases is estimated based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over the remaining term of the lease. In the case of a below-market lease, the Company would also evaluate any renewal options associated with that lease to determine if the intangible should include those periods. The capitalized above-market or below-market lease intangibles are amortized as a reduction from or an addition to rental income over the estimated remaining term of the respective leases. In determining the value of in-place leases and tenant relationships, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other property operating expenses, estimates of lost rental revenue during the expected lease-up periods, and costs to execute similar leases, including leasing commissions. The values assigned to in-place leases and tenant relationships are amortized over the estimated remaining term of the lease. If a lease terminates prior to its scheduled expiration, all unamortized costs related to that lease are written off. |
Asset impairment | Asset Impairments The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets, including real estate properties, whenever events occur or a change in circumstances indicates that the carrying value might not be fully recoverable. Indicators of impairment may include significant under-performance of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or the strategy for its overall business; plans to sell an asset before its depreciable life has ended; the expiration of a significant portion of leases in a property; or significant negative economic trends or negative industry trends for the Company or its operators. In addition, the Company’s review for possible impairment may include those assets subject to purchase options and those impacted by casualties, such as tornadoes and hurricanes. If management determines that the carrying value of the Company’s assets may not be fully recoverable based on the existence of any of the factors above, or others, management would measure and record an impairment charge based on the estimated fair value of the property or the estimated fair value less costs to sell the property. No indicators of impairment occurred during 2017 , 2016 or 2015 to warrant management to test any of its assets for impairment. |
Fair value measurements | Fair Value Measurements 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. Our interest rate swaps 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. Executed purchase and sale agreements, that are binding agreements, are categorized as Level 1 inputs. Brokerage estimates, letters of intent, or unexecuted purchase and sale agreements are considered to be Level 3 as they are non-binding in nature. |
Lease accounting | Lease Accounting We, as lessor, make a determination with respect to each of our leases whether they should be accounted for as operating leases or capital leases. The classification criteria is based on estimates regarding the fair value of the leased facilities, minimum lease payments, effective cost of funds, the economic useful life of the facilities, the existence of a bargain purchase option, and certain other terms in the lease agreements. We believe all of our leases should be accounted for as operating leases. Payments received under operating leases are accounted for in the Consolidated Statements of Income (Loss) as rental income for actual cash rent collected plus or minus straight-line adjustments, such as lease escalators. Assets subject to operating leases are reported as real estate investments in the Consolidated Balance Sheets. Many of our leases contain fixed or formula-based rent escalators. To the extent that the escalator increases are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease. |
Revenue recognition | Revenue Recognition The Company recognizes rental revenue when it is realized or realizable and earned. There are four criteria that must all be met before a Company may recognize revenue, including persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered (i.e., the tenant has taken possession of and controls the physical use of the leased asset), the price has been fixed or is determinable, and collectability is reasonably assured. The Company derives most of its revenues from its real estate property and mortgage note and other notes portfolio. The Company's rental and mortgage and other notes interest income is recognized based on contractual arrangements with its tenants and borrowers. Rental income is recognized as earned over the life of the lease agreement on a straight-line basis. Recognizing rental revenue on a straight-line basis for leases may result in recognizing revenue in amounts more or less than amounts currently due from tenants. If management determines that the collectability of straight-line rents is not reasonably assured, the amount of future revenue recognized may be limited to amounts contractually owed and, where appropriate, establish an allowance for estimated losses. The Company also accrues operating expense recoveries based on the contractual terms of its leases and late fees based on the contractual terms of its leases or notes, as applicable. Income received but not yet earned is deferred until such time it is earned. Deferred revenue is included in other liabilities on the Consolidated Balance Sheets. Interest income is recognized based on the interest rates, maturity dates and amortization periods set forth within each note agreement. |
Allowance for doubtful accounts and credit losses | Allowance for Doubtful Accounts and Credit Losses Management monitors the aging and collectability of its accounts receivable balances on an ongoing basis. Whenever deterioration in the timeliness of payment from a tenant is noted, management investigates and determines the reason or reasons for the delay. Considering all information gathered, management’s judgment is exercised in determining whether a receivable is potentially uncollectible and, if so, how much or what percentage may be uncollectible. Among the factors management considers in determining collectability are: the type of contractual arrangement under which the receivable was recorded (e.g., triple net lease, gross lease, or other type of agreement); the tenant’s reason for slow payment; industry influences under which the tenant operates; evidence of willingness and ability of the tenant to pay the receivable; credit-worthiness of the tenant; collateral, security deposit, letters of credit or other monies held as security; tenant’s historical payment pattern; other contractual agreements between the tenant and the Company; relationship between the tenant and the Company; the state in which the tenant operates; and the existence of a guarantor and the willingness and ability of the guarantor to pay the receivable. Considering these factors and others, management concludes whether all or some of the aged receivable balance is likely uncollectible. Upon determining that some portion of the receivable is likely uncollectible, the Company will record a provision for bad debts for the amount it expects will be uncollectible. When efforts to collect a receivable are exhausted, the receivable amount is charged off against the allowance. The Company does not hold any accounts receivable for sale. The Company evaluates collectability of its notes receivable and records allowances as necessary. A note is impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan as scheduled, including both contractual interest and principal payments. This assessment also includes an evaluation of the loan collateral. If a mortgage loan becomes past due, the Company will review the specific circumstances and may discontinue the accrual of interest on the loan. The loan is not returned to accrual status until the debtor has demonstrated the ability to continue debt service in accordance with the contractual terms. Loans placed on non-accrual status will be accounted for on a cash basis, in which income is recognized only upon the receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan, based on the Company's expectation of future collectability. There were no notes that the Company had on non-accrual status or that the Company had available for sale at December 31, 2017 , 2016 or 2015 . |
Stock-based compensation | Stock-Based Compensation The Company's 2014 Incentive Plan, as amended (the "2014 Incentive Plan") is intended to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to motivate the participants to achieve long-term company goals and to more closely align the participants’ interests with those of our other stockholders by providing them with a proprietary interest in our growth and performance. The three distinct programs under the 2014 Incentive Plan are the Amended and Restated Alignment of Interest Program , the Amended and Restated Executive Officer Incentive Program and the Non-Executive Officer Incentive Program . Our executive officers, officers, employees, consultants and non-employee directors are eligible to participate in the 2014 Incentive Plan. The 2014 Incentive Plan increases, on an annual basis, the number of shares of common stock available for issuance to an amount equal to 7% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year. The 2014 Incentive Plan is administered by the Company’s compensation committee, which interprets the 2014 Incentive Plan and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive covenants) applicable to, awards. The Company recognizes share-based payments to its directors and employees in its Consolidated Statements of Income (Loss) on a straight-line basis over the shorter of the requisite service period or retirement eligibility date based on the fair value of the award on the measurement date. |
Intangible assets | Intangible Assets Intangible assets with indefinite lives are not amortized, but are tested at least annually for impairment. Intangible assets with finite lives are amortized over their respective lives to their estimated residual values and are reviewed for impairment only when impairment indicators are present. Identifiable intangible assets of the Company are generally comprised of in-place and above-market lease intangible assets and below-market lease intangible liabilities, as well as deferred financing costs. In-place lease intangible assets are amortized to depreciation expense on a straight-line basis over the applicable lives of the leases. Above- and below-market lease intangibles are amortized to rental income on a straight-line basis over the applicable lives of the leases. Deferred financing costs are amortized to interest expense over the term of the related credit facility or other debt instrument using the straight-line method, which approximates amortization under the effective interest method. |
Contingent liabilities | Contingent Liabilities From time to time, the Company may be subject to loss contingencies arising from legal proceedings and similar matters. Additionally, while the Company maintains comprehensive liability and property insurance with respect to each of its properties, the Company may be exposed to unforeseen losses related to uninsured or under-insured damages. Management will monitor any matter that may present a contingent liability, and, on a quarterly basis, will review any reserves and accruals relating to the liabilities, adjusting provisions as necessary in view of changes in available information. Liabilities for contingencies are first recorded when a loss is determined to be both probable and can be reasonably estimated. Changes in estimates regarding the exposure to a contingent loss will be reflected as adjustments to the related liability in the periods when they occur and will be disclosed in the notes to the Consolidated Financial Statements. On occasion, the Company may also have acquisitions which include contingent consideration. Accounting for business combinations require the Company to estimate the fair value of any contingent purchase consideration at acquisition. Management will monitor these contingencies on a quarterly basis. Changes in estimates regarding contingent purchase consideration will be reflected as adjustments to the related liability in the periods when they occur and will be disclosed in the notes to the Consolidated Financial Statements. |
Income taxes | Income Taxes The Company has elected to be taxed as a REIT, as defined under the Internal Revenue Code of 1986, as amended (the "Code"). The Company and one subsidiary have also elected for that subsidiary to be treated as a taxable REIT subsidiary ("TRS"), which is subject to federal and state income taxes. No provision has been made for federal income taxes for the REIT; however, the Company has recorded income tax expense or benefit for the TRS to the extent applicable. The Company intends at all times to qualify as a REIT under the Code. The Company must distribute at least 90% per annum of its 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 generally accepted accounting principles) and meet other requirements to continue to qualify as a real estate investment trust. See further discussion in Note 15. The Company classifies interest and penalties related to uncertain tax positions, if any, in the Consolidated Statements of Income (Loss) as a component of general and administrative expenses. No such amounts were recognized during 2017 , 2016 or 2015 . The Company is subject to audit by the Internal Revenue Service and by state taxing authorities for the years ended December 31, 2016 , 2015 and for the period from March 28, 2014 (date of inception) through December 31, 2014. Sales and Use Taxes The Company must pay sales and use taxes to certain state tax authorities based on rent collected from tenants in properties located in those states. The Company is generally reimbursed for those taxes by those tenants. The Company accounts for the payments to the taxing authority and subsequent reimbursement from the tenant on a net basis, included in tenant reimbursement revenue on the Company’s Consolidated Statements of Income (Loss). |
Concentration of credit risk | Concentration of Credit Risks Our credit risks primarily relate to cash and cash equivalents, our mortgage note and other notes receivable and our interest rate swaps, which are discussed below. Cash and cash equivalents are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that often exceed federally-insured limits. We have not experienced any losses in such accounts. |
Derivatives, policy | Derivative Financial Instruments In the normal course of business, we are subject to risk from adverse fluctuations in interest rates. We have chosen to manage this risk through the use of derivative financial instruments, or interest rate swaps. Counterparties to these contracts are major financial institutions. We are exposed to credit loss in the event of nonperformance by these counterparties. We do not use derivative instruments for trading or speculative purposes. Our objective in managing exposure to market risk is to limit the impact on cash flows. To qualify for hedge accounting, our 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 transaction or transactions must be, and be expected to remain, probable of occurring in accordance with our related assertions. All of our hedges are cash flow hedges and are recognized at their fair value in the Consolidated Balance Sheets. Changes in the fair value of the derivatives are recognized in accumulated other comprehensive income. |
Earnings per share | Earnings per Share Basic earnings per common share is computed by dividing net income by the weighted average common shares outstanding less issued and outstanding non-vested shares of common stock. Diluted earnings per common share is calculated by including the effect of dilutive securities. Our unvested restricted common stock outstanding contains non-forfeitable rights to dividends, and accordingly, these awards are deemed to be participating securities. These participating securities, under the 2-class method, are included in the earnings allocation in computing both basic and diluted earnings per common share. |
New accounting pronouncements | New Accounting Pronouncements On July 1, 2017, the Company adopted the Financial Accounting Standard Board's ("FASB") ASU No. 2017-12, Derivatives and Hedging Topic 815: Targeted Improvements to Accounting for Hedging Activities, ("ASU 2017-12"). ASU 2017-12 is intended to better align an entity’s financial reporting for hedging activities with the economic objectives of those activities. Upon adoption of ASU 2017-12, the cumulative ineffectiveness that a company had previously recognized on existing cash flow and net investment hedges is adjusted and removed from beginning retained earnings and placed in accumulated other comprehensive income. The adoption of ASU 2017-12 did not have an impact on our financial statements as we had not previously recognized any hedge ineffectiveness related to our existing cash flow hedges. In future periods, for hedges that are deemed highly effective, we will no longer need to recognize any hedge ineffectiveness, and all gains or losses will be recognized in other comprehensive income. Between May 2014 and September 2017, the FASB issued various ASUs changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”) that may impact the Company: (i) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) and (iv) ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) ("ASU 2017-13). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. ASU 2017-13 provides certain amendments to the previously issued Revenue ASUs and ASU No. 2016-02, Leases ("ASU 2016-02"). In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods within, beginning after December 15, 2017. The Company adopted the Revenue ASUs on January 1, 2018. A reporting entity may apply the amendments in the Revenue ASUs using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or full retrospective approach. The primary source of revenue for the Company is generated through leasing arrangements and financing instruments, which are excluded from the Revenue ASUs. However, we expect that the recognition of non-lease components may be impacted by items included in the Revenue ASUs that will become effective upon the adoption of ASU 2016-02 on January 1, 2019. Also, under ASU 2014-09, revenue recognition for real estate sales is largely based on the transfer of control versus continuing involvement under current guidance. The Company adopted the Revenue ASUs on January 1, 2018 using the modified retrospective method which will be reflected in its financial statements for the quarter ending March 31, 2018. Because the Company's revenues for are substantially all related to leasing or financing activities, under its mortgage note or notes, the adoption of the Revenue ASUs should not have a material impact to the Company's consolidated financial position, results of operations or disclosures. The Company will continue to evaluate during 2018 the impact to its non-lease components upon adoption of ASU 2016-02 in 2019. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments, ("ASU 2016-15") , which clarifies or provides guidance relating to eight specific cash flow classification issues. The standard should be applied retrospectively for each period presented, as appropriate. The impact of this new guidance will depend on future transactions, though the impact will only be related to the classification of those items on the statement of cash flows and will not impact the Company's total cash flows or its results of operations. There was no impact to the Company's Consolidated Financial Statements upon adoption of this standard on January 1, 2018. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) , ("ASU 2017-09"), which provides guidance about which changes in the terms or conditions of a share-based payment award require a company to apply modification accounting in Topic 718. Under ASU No. 2017-09, a company will generally be required to apply modification accounting unless the fair value or intrinsic value of the modified award, the vesting conditions of the modified award, and the classification of the modified award as equity or a liability are the same as the original award immediately before the award is modified. There was no impact to the Company's Consolidated Financial Statements upon adoption of this standard on January 1, 2018. In February 2016, the FASB issued ASU No. 2016-02. This standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor doesn’t convey risks and rewards or control, an operating lease results. ASU 2016-02 is effective for fiscal years, and interim periods within, beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Leasing revenues will continue to be recognized on a straight-line basis over the lease term, while certain reimbursable costs currently reflected on a net basis in the financial statements may require presentation on a gross basis under the new standard. Additionally, certain non-lease components may be accounted for under the new revenue recognition guidance in the Revenue ASUs. The Company is still evaluating the complete impact of the adoption of ASU 2016-02 on January 1, 2019 to its consolidated financial position, results of operations and disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses, ("ASU 2016-13"), which changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, companies will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, companies will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. Companies will have to disclose significantly more information, including information they use to track credit quality by year of origination for most financing receivables. Companies will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. This standard is effective for the Company on January 1, 2020 with early adoption permitted. The Company is in the initial stage of evaluating the impact of this new standard on its notes and trade receivables. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Schedule of real estate property investments | As of December 31, 2017 , the Company had investments of approximately $399.1 million in 86 real estate properties, including one mortgage note receivable. The following table summarizes the Company's investments. (Dollars in thousands) Number of Facilities Land and Land Improvements Buildings, Improvements, and Lease Intangibles Personal Property Total Accumulated Depreciation Medical office buildings: Florida 5 $ 4,608 $ 29,235 $ — $ 33,843 $ 2,493 Ohio 5 3,167 23,526 — 26,693 3,431 Texas 3 3,096 12,489 — 15,585 3,284 Illinois 2 1,134 11,823 — 12,957 1,589 Kansas 2 1,427 10,497 — 11,924 2,429 Iowa 1 2,241 8,991 — 11,232 1,148 Virginia 1 369 4,649 — 5,018 233 Other states 13 3,276 22,697 — 25,973 2,279 32 19,318 123,907 — 143,225 16,886 Physician clinics: Kansas 3 1,638 10,899 — 12,537 1,981 Illinois 2 2,615 6,354 — 8,969 87 Florida 3 — 5,950 — 5,950 512 Other states 9 3,221 18,461 — 21,682 3,025 17 7,474 41,664 — 49,138 5,605 Surgical centers and hospitals Louisiana 1 1,683 21,353 — 23,036 577 Indiana 1 523 14,405 — 14,928 360 Michigan 2 628 8,272 — 8,900 1,960 Illinois 1 2,183 5,410 — 7,593 740 Florida 1 271 7,017 — 7,288 233 Arizona 2 576 5,389 — 5,965 1,000 Other states 5 1,555 11,000 — 12,555 2,861 13 7,419 72,846 — 80,265 7,731 Specialty centers Illinois 2 2,057 19,575 — 21,632 215 Alabama 3 415 4,417 — 4,832 1,295 Nevada 1 276 4,402 — 4,678 273 Other states 11 1,919 18,664 — 20,583 2,854 17 4,667 47,058 — 51,725 4,637 Behavioral facilities: West Virginia 1 2,138 22,897 — 25,035 152 Illinois 1 1,300 18,803 — 20,103 745 Indiana 2 1,126 6,040 — 7,166 156 Other states 2 977 8,729 — 9,706 100 6 5,541 56,469 — 62,010 1,153 Corporate property — — 2,011 112 2,123 124 Total owned properties 85 $ 44,419 $ 343,955 $ 112 $ 388,486 $ 36,136 Mortgage note receivable 1 — — — 10,633 — Total real estate investments 86 $ 44,419 $ 343,955 $ 112 $ 399,119 $ 36,136 |
Schedule of property and equipment estimated useful lives | The estimated useful lives at December 31, 2017 are as follows: Land improvements 2 - 15 years Buildings 15 - 40 years Building improvements 3.0 - 39.8 years Tenant improvements 2.3 - 15.7 years Lease intangibles 0.7 - 13.7 years Personal property 3 -10 years |
Real Estate Leases (Tables)
Real Estate Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of future minimum lease payments for operating leases | Future minimum lease payments under the non-cancelable operating leases due the Company for the years ending December 31, as of December 31, 2017 , are as follows (in thousands): 2018 $ 35,372 2019 31,648 2020 28,839 2021 25,617 2022 22,415 2023 and thereafter 133,617 $ 277,508 |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Schedule of assets acquired and liabilities assumed | The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed in the property acquisitions for the year ended December 31, 2017 . Estimated Fair Value Estimated Useful Life (In thousands) (In years) Land and land improvements $ 14,285 2 - 15 Building and building improvements 103,831 20 - 40 Intangibles: At-market lease intangibles 16,502 4.1 - 9.3 Total intangibles 16,502 Accounts receivable and other assets assumed 32 Accounts payable, accrued liabilities and other liabilities assumed (1) (675 ) Prorated rent, interest and operating expense reimbursement amounts collected (470 ) Total cash consideration $ 133,505 (1) Includes security deposits received. | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the property acquisitions during 2016. Estimated Fair Value Estimated Useful Life (In thousands) (In years) Land $ 16,476 Buildings 87,753 20 - 40 Intangibles: At-market lease intangibles 13,961 2.3 - 13.7 Above-market lease intangibles 26 0.7 Below-market lease intangibles (923 ) 8.8 Total intangibles 13,064 Accounts receivable and other assets assumed 51 Accounts payable, accrued liabilities and other liabilities assumed (1) (661 ) Contingent liabilities (487 ) Mortgage note conversion (12,500 ) Prorated rent, interest and operating expense reimbursement amounts collected (490 ) Expenses paid, including closing costs 773 Total cash consideration $ 103,979 (1) Includes security deposits received and property taxes payable prior to the acquisition. |
Derivative Financial Instrume34
Derivative Financial Instrument (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) | The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the for the year ended December 31, 2017 . (Dollars in thousands) For the Year Ended December 31, 2017 Amount of unrealized loss recognized in OCI on derivative $ (144 ) Amount of loss reclassified from accumulated OCI into interest expense $ 402 Total Interest Expense presented in the Consolidated Statements of Income (Loss) in which the effects of the cash flow hedges are recorded $ 3,948 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of reconciliation of common stock | The following table provides a reconciliation of the beginning and ending common stock balances for the years ended December 31, 2017 , 2016 and 2015 : For the Year Ended December 31, 2017 2016 2015 Balance, beginning of period 12,988,482 7,596,940 200,000 Issuance of common stock 4,887,500 5,175,000 7,311,183 Restricted stock issued 209,816 216,542 85,757 Balance, end of period 18,085,798 12,988,482 7,596,940 |
Schedule of dividends declared and paid | During 2017 , the Company declared and paid dividends totaling $1.565 per common share as shown in the table below. Declaration Date Record Date Date Paid Amount Per Share February 2, 2017 February 17, 2017 March 3, 2017 $0.3875 May 4, 2017 May 19, 2017 June 2, 2017 $0.3900 August 7, 2017 August 28, 2017 September 1, 2017 $0.3925 November 2, 2017 November 17, 2017 December 1, 2017 $0.3950 |
Income (Loss) Per Common Share
Income (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following table sets forth the computation of basic and diluted income (loss) per common share. Year Ended December 31, 2017 2016 2015 (Dollars in thousands, except per share data) Net income (loss) $ 3,510 $ 2,721 $ (1,456 ) Participating securities' share in earnings (731 ) $ — $ — Net income (loss), less participating securities' share in earnings $ 2,779 $ 2,721 $ (1,456 ) Weighted Average Common Shares Outstanding Weighted average Common Shares outstanding 15,268,612 11,478,883 4,778,144 Unvested restricted shares (453,354 ) (240,446 ) (51,219 ) Weighted average Common Shares outstanding–Basic 14,815,258 11,238,437 4,726,925 Weighted average Common Shares–Basic 14,815,258 11,238,437 4,726,925 Dilutive potential common shares — 81,068 — Weighted average Common Shares outstanding –Diluted 14,815,258 11,319,505 4,726,925 Basic Income (Loss) per Common Share $ 0.19 $ 0.24 $ (0.31 ) Diluted Income (Loss) per Common Share $ 0.19 $ 0.24 $ (0.31 ) |
Incentive Plan (Tables)
Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Nonvested Restricted Stock Shares Activity | A summary of the activity under the Incentive Plan and related information for the years ended December 31, 2017 , 2016 , and 2015 is included in the table below. Year Ended December 31, (dollars in thousands, except per share amounts) 2017 2016 2015 Stock-based awards, beginning of year 302,299 85,757 — Stock in lieu of compensation 80,580 104,112 41,669 Stock awards 129,236 112,430 44,088 Total Granted 209,816 216,542 85,757 Stock-based awards, end of year 512,115 302,299 85,757 Weighted average grant date fair value, per share, of: Stock-based awards, beginning of year $ 19.36 $ 19.65 $ — Stock-based awards granted during the year $ 23.84 $ 19.25 $ 19.65 Stock-based awards, end of year $ 21.20 $ 19.36 $ 19.65 Grant date fair value of shares granted during the year $ 5,002 $ 4,168 $ 1,685 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other assets | Items included in "Other assets, net" on the Company's Consolidated Balance Sheets as of December 31, 2017 and 2016 are detailed in the table below. December 31, (Dollars in thousands) 2017 2016 Notes receivable $ 13,917 $ — Accounts and interest receivable 2,417 2,472 Straight-line rent receivables 2,179 744 Allowance for doubtful accounts (293 ) (154 ) Prepaid assets 341 260 Deferred financing costs, net 618 1,010 Leasing commissions, net 483 129 Deferred tax asset 478 — Fair value of interest rate swaps 258 — Above-market lease intangible assets, net — 25 Other 255 357 $ 20,653 $ 4,843 |
Schedule of accounts, notes, loans and financing receivable | The two VIEs that we have identified at December 31, 2017 are summarized in the table below and are discussed in more detail above. Classification Carrying Amount (in millions) Maximum Exposure to Loss (in millions) Notes receivable $ 5.0 $ 5.0 Notes receivable $ 8.8 $ 8.8 |
Intangible Assets and Liabili39
Intangible Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of deferred financings costs and various real estate acquisition lease intangibles | The Company has deferred financings costs and various real estate acquisition lease intangibles included in its Consolidated Balance Sheets as of December 31, 2017 and 2016 as detailed in the table below. The Company did not have any indefinite lived intangible assets or liabilities as of December 31, 2017 and 2016 . Gross Balance at December 31, Accumulated Amortization at December 31, Weighted Average (Dollars in thousands) 2017 2016 2017 2016 Remaining Life (Years) Balance Sheet Classification Deferred financing costs (1) $ 1,508 $ 1,508 $ 890 $ 498 1.6 Other assets Deferred financing costs (2) 743 — 96 — 5.3 Debt, net Above-market lease intangibles 91 91 91 66 0 Other assets Below-market lease intangibles (1,280 ) (1,280 ) (329 ) (167 ) 6.3 Other liabilities At-market lease intangibles 51,870 35,368 22,517 12,394 5.2 Real estate properties $ 52,932 $ 35,687 $ 23,265 $ 12,791 5.1 ________________ (1) Deferred financing costs related to the Revolving Credit Facility. (2) Deferred financing costs related to the Term Loans. |
Schedule of expected future amortization expense, net | Expected future amortization, net, for the next five years of the Company's intangible assets and liabilities, in place as of December 31, 2017 are included in the table below. (in thousands) Amortization, net 2018 $ 9,235 2019 6,724 2020 4,757 2021 3,376 2022 2,215 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The table below details the fair values and carrying values for our mortgage note and notes receivable and interest rate swaps at December 31, 2017 and 2016 using Level 2 inputs. December 31, 2017 December 31, 2016 (Dollars in thousands) Carrying Value Fair Value Carrying Value Fair Value Mortgage note receivable $ 10,633 $ 10,633 $ 10,786 $ 10,786 Notes receivable $ 13,917 $ 13,828 $ — $ — Interest rate swap asset $ 258 $ 258 $ — $ — |
Other Data (Tables)
Other Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Data [Abstract] | |
Provision for Income Taxes | ncome tax expense (benefit) and state income tax payments, net of refunds, are as follows for the years ended December 31, 2017 , 2016 , and 2015 . Year Ended December 31, (Dollars in thousands) 2017 2016 2015 Current $ 171 $ 21 $ — Deferred (478 ) (10 ) 10 Total $ (307 ) $ 11 $ 10 State income tax payments, net of refunds $ 37 $ — $ — |
Reconciliation of consolidated net income to taxable income | Year Ended December 31, (Dollars in thousands) 2017 2016 2015 Net income (loss) $ 3,510 $ 2,721 $ (1,456 ) Reconciling items to taxable income: Depreciation and amortization 10,722 8,863 3,806 Straight-line rent (1,303 ) (606 ) (133 ) Receivable allowance 138 83 71 Stock-based compensation 749 285 121 Deferred rent 332 249 529 Contingent liability fair value adjustments (5 ) (1,278 ) — Deferred income taxes (478 ) — — Other (176 ) 94 (86 ) 9,979 7,690 4,308 Taxable income (1) $ 13,489 $ 10,411 $ 2,852 Dividends paid (2) $ 23,703 $ 17,393 $ 3,883 __________ (1) Before REIT dividends paid deduction. (2) Net of dividends paid on restricted stock included as a reconciling item. |
Characterization of common stock distributions | The following table shows the characterization of the distributions on the Company's common stock for the years ended December 31, 2017 , 2016 and 2015 . No preferred shares have been issued by the Company and no dividends have been paid to date relating to preferred shares. 2017 2016 2015 Per Share % Per Share % Per Share % Common stock: Ordinary income $ 0.914 58.4 % $ 1.036 68.0 % $ 0.396 76.6 % Return of capital 0.651 41.6 % 0.489 32.0 % 0.121 23.4 % Common stock distributions $ 1.565 100.0 % $ 1.525 100.0 % $ 0.517 100.0 % |
Selected Quarterly Financial 42
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Quarterly financial information for the years ended December 31, 2017 and 2016 is summarized below. Quarter Ended (Dollars in thousands, except per share data) March 31 June 30 September 30 December 31 2017 Revenues $ 8,007 $ 8,930 $ 9,444 $ 10,962 Expenses 6,499 7,256 7,838 8,363 Other income (expense) (595 ) (1,208 ) (1,027 ) (1,047 ) Net income $ 913 $ 466 $ 579 $ 1,552 Net income per basic common share $ 0.07 $ 0.04 $ 0.02 $ 0.08 Net income per diluted common share $ 0.07 $ 0.04 $ 0.02 $ 0.08 Quarter Ended (Dollars in thousands, except per share data) March 31 June 30 September 30 December 31 2016 Revenues $ 5,166 $ 6,196 $ 6,443 $ 7,392 Expenses (1) 4,670 5,485 5,203 5,970 Other income (expense) (380 ) (203 ) (176 ) (389 ) Net income $ 116 $ 508 $ 1,064 $ 1,033 Net income per basic common share $ 0.02 $ 0.04 $ 0.08 $ 0.08 Net income per diluted common share $ 0.02 $ 0.04 $ 0.08 $ 0.08 __________ (1) Expenses include approximately $0.8 million related to the acquisition of 14 properties accounted for as business combinations. |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Business Overview (Details) $ in Thousands | Mar. 28, 2014 | Dec. 31, 2017USD ($)ft²statereal_estate_property | Dec. 31, 2016ft² | Sep. 30, 2016ft² | Jun. 30, 2016ft² | Mar. 31, 2016ft² |
Accounting Policies [Abstract] | ||||||
General partner ownership | 100.00% | |||||
Value of real estate property investments and mortgages | $ | $ 399,119 | |||||
Number of real estate properties | real_estate_property | 86 | |||||
Number of states in which real estate investments are in | state | 26 | |||||
Area of real estate property (in square feet) | ft² | 2,000,000 | 187,098 | 57,983 | 153,446 | 146,443 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Real Estate Properties and Mortgage Note Receivable (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)reporting_unit | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Accounting Policies [Abstract] | |||
Number of reporting units | reporting_unit | 1 | ||
Asset impairment charges | $ 0 | $ 0 | |
Financing receivable, nonaccrual status | $ 0 | 0 | 0 |
Financing receivable, held for sale | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Share-Based Compensation (Details) - 2014 Incentive Plan [Member] | 12 Months Ended |
Dec. 31, 2017program | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of programs under plan | 3 |
Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares authorized, percentage of common stock outstanding | 7.00% |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Organization and Offering Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Interest and penalties related to uncertain tax positions | $ 0 | $ 0 | $ 0 |
Real Estate Investments - Addit
Real Estate Investments - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)mortgage_note_receivablereal_estate_property | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Real Estate [Abstract] | |||
Straight-line rent | $ 1,303 | $ 606 | $ 133 |
Value of real estate property investments and mortgages | $ 399,119 | ||
Number of real estate properties | real_estate_property | 86 | ||
Number of mortgage note receivables | mortgage_note_receivable | 1 | ||
Depreciation | $ 7,600 | $ 4,500 | $ 1,500 |
Real Estate Investments - Sched
Real Estate Investments - Schedule of Real Estate Property Investments (Details) $ in Thousands | Dec. 31, 2017USD ($)mortgage_note_receivablereal_estate_property | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 86 | |||
Land and land improvements | $ 44,419 | $ 29,884 | ||
Buildings, Improvements, and Lease Intangibles | 343,955 | 222,755 | ||
Personal property | 112 | 97 | ||
Total real estate properties | 388,486 | 252,736 | ||
Accumulated Depreciation | $ 36,136 | 18,404 | ||
Number of mortgage note receivables | mortgage_note_receivable | 1 | |||
Mortgage note receivable, net | $ 10,633 | $ 10,786 | $ 10,897 | $ 0 |
Value of real estate property investments and mortgages | $ 399,119 | |||
Medical office buildings [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 32 | |||
Land and land improvements | $ 19,318 | |||
Buildings, Improvements, and Lease Intangibles | 123,907 | |||
Personal property | 0 | |||
Total real estate properties | 143,225 | |||
Accumulated Depreciation | $ 16,886 | |||
Medical office buildings [Member] | Florida [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 5 | |||
Land and land improvements | $ 4,608 | |||
Buildings, Improvements, and Lease Intangibles | 29,235 | |||
Total real estate properties | 33,843 | |||
Accumulated Depreciation | $ 2,493 | |||
Medical office buildings [Member] | Iowa [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 1 | |||
Land and land improvements | $ 2,241 | |||
Buildings, Improvements, and Lease Intangibles | 8,991 | |||
Total real estate properties | 11,232 | |||
Accumulated Depreciation | $ 1,148 | |||
Medical office buildings [Member] | Virginia [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 1 | |||
Land and land improvements | $ 369 | |||
Buildings, Improvements, and Lease Intangibles | 4,649 | |||
Total real estate properties | 5,018 | |||
Accumulated Depreciation | $ 233 | |||
Medical office buildings [Member] | Illinois [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 2 | |||
Land and land improvements | $ 1,134 | |||
Buildings, Improvements, and Lease Intangibles | 11,823 | |||
Total real estate properties | 12,957 | |||
Accumulated Depreciation | $ 1,589 | |||
Medical office buildings [Member] | Kansas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 2 | |||
Land and land improvements | $ 1,427 | |||
Buildings, Improvements, and Lease Intangibles | 10,497 | |||
Total real estate properties | 11,924 | |||
Accumulated Depreciation | $ 2,429 | |||
Medical office buildings [Member] | Ohio [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 5 | |||
Land and land improvements | $ 3,167 | |||
Buildings, Improvements, and Lease Intangibles | 23,526 | |||
Total real estate properties | 26,693 | |||
Accumulated Depreciation | $ 3,431 | |||
Medical office buildings [Member] | Other States [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 13 | |||
Land and land improvements | $ 3,276 | |||
Buildings, Improvements, and Lease Intangibles | 22,697 | |||
Total real estate properties | 25,973 | |||
Accumulated Depreciation | $ 2,279 | |||
Medical office buildings [Member] | Texas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 3 | |||
Land and land improvements | $ 3,096 | |||
Buildings, Improvements, and Lease Intangibles | 12,489 | |||
Total real estate properties | 15,585 | |||
Accumulated Depreciation | $ 3,284 | |||
Physician clinics [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 17 | |||
Land and land improvements | $ 7,474 | |||
Buildings, Improvements, and Lease Intangibles | 41,664 | |||
Personal property | 0 | |||
Total real estate properties | 49,138 | |||
Accumulated Depreciation | $ 5,605 | |||
Physician clinics [Member] | Florida [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 3 | |||
Land and land improvements | $ 0 | |||
Buildings, Improvements, and Lease Intangibles | 5,950 | |||
Total real estate properties | 5,950 | |||
Accumulated Depreciation | $ 512 | |||
Physician clinics [Member] | Illinois [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 2 | |||
Land and land improvements | $ 2,615 | |||
Buildings, Improvements, and Lease Intangibles | 6,354 | |||
Total real estate properties | 8,969 | |||
Accumulated Depreciation | $ 87 | |||
Physician clinics [Member] | Kansas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 3 | |||
Land and land improvements | $ 1,638 | |||
Buildings, Improvements, and Lease Intangibles | 10,899 | |||
Total real estate properties | 12,537 | |||
Accumulated Depreciation | $ 1,981 | |||
Physician clinics [Member] | Other States [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 9 | |||
Land and land improvements | $ 3,221 | |||
Buildings, Improvements, and Lease Intangibles | 18,461 | |||
Total real estate properties | 21,682 | |||
Accumulated Depreciation | $ 3,025 | |||
Surgical centers and hospitals [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 13 | |||
Land and land improvements | $ 7,419 | |||
Buildings, Improvements, and Lease Intangibles | 72,846 | |||
Personal property | 0 | |||
Total real estate properties | 80,265 | |||
Accumulated Depreciation | $ 7,731 | |||
Surgical centers and hospitals [Member] | Arizona [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 2 | |||
Land and land improvements | $ 576 | |||
Buildings, Improvements, and Lease Intangibles | 5,389 | |||
Total real estate properties | 5,965 | |||
Accumulated Depreciation | $ 1,000 | |||
Surgical centers and hospitals [Member] | Florida [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 1 | |||
Land and land improvements | $ 271 | |||
Buildings, Improvements, and Lease Intangibles | 7,017 | |||
Total real estate properties | 7,288 | |||
Accumulated Depreciation | $ 233 | |||
Surgical centers and hospitals [Member] | Illinois [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 1 | |||
Land and land improvements | $ 2,183 | |||
Buildings, Improvements, and Lease Intangibles | 5,410 | |||
Total real estate properties | 7,593 | |||
Accumulated Depreciation | $ 740 | |||
Surgical centers and hospitals [Member] | Indiana [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 1 | |||
Land and land improvements | $ 523 | |||
Buildings, Improvements, and Lease Intangibles | 14,405 | |||
Total real estate properties | 14,928 | |||
Accumulated Depreciation | $ 360 | |||
Surgical centers and hospitals [Member] | Louisiana [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 1 | |||
Land and land improvements | $ 1,683 | |||
Buildings, Improvements, and Lease Intangibles | 21,353 | |||
Total real estate properties | 23,036 | |||
Accumulated Depreciation | $ 577 | |||
Surgical centers and hospitals [Member] | Michigan [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 2 | |||
Land and land improvements | $ 628 | |||
Buildings, Improvements, and Lease Intangibles | 8,272 | |||
Total real estate properties | 8,900 | |||
Accumulated Depreciation | $ 1,960 | |||
Surgical centers and hospitals [Member] | Other States [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 5 | |||
Land and land improvements | $ 1,555 | |||
Buildings, Improvements, and Lease Intangibles | 11,000 | |||
Total real estate properties | 12,555 | |||
Accumulated Depreciation | $ 2,861 | |||
Specialty centers [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 17 | |||
Land and land improvements | $ 4,667 | |||
Buildings, Improvements, and Lease Intangibles | 47,058 | |||
Personal property | 0 | |||
Total real estate properties | 51,725 | |||
Accumulated Depreciation | $ 4,637 | |||
Specialty centers [Member] | Alabama [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 3 | |||
Land and land improvements | $ 415 | |||
Buildings, Improvements, and Lease Intangibles | 4,417 | |||
Total real estate properties | 4,832 | |||
Accumulated Depreciation | $ 1,295 | |||
Specialty centers [Member] | NEVADA | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 1 | |||
Land and land improvements | $ 276 | |||
Buildings, Improvements, and Lease Intangibles | 4,402 | |||
Total real estate properties | 4,678 | |||
Accumulated Depreciation | $ 273 | |||
Specialty centers [Member] | Illinois [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 2 | |||
Land and land improvements | $ 2,057 | |||
Buildings, Improvements, and Lease Intangibles | 19,575 | |||
Total real estate properties | 21,632 | |||
Accumulated Depreciation | $ 215 | |||
Specialty centers [Member] | Other States [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 11 | |||
Land and land improvements | $ 1,919 | |||
Buildings, Improvements, and Lease Intangibles | 18,664 | |||
Total real estate properties | 20,583 | |||
Accumulated Depreciation | $ 2,854 | |||
Behavioral facilities [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 6 | |||
Land and land improvements | $ 5,541 | |||
Buildings, Improvements, and Lease Intangibles | 56,469 | |||
Personal property | 0 | |||
Total real estate properties | 62,010 | |||
Accumulated Depreciation | $ 1,153 | |||
Behavioral facilities [Member] | Illinois [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 1 | |||
Land and land improvements | $ 1,300 | |||
Buildings, Improvements, and Lease Intangibles | 18,803 | |||
Total real estate properties | 20,103 | |||
Accumulated Depreciation | $ 745 | |||
Behavioral facilities [Member] | Indiana [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 2 | |||
Land and land improvements | $ 1,126 | |||
Buildings, Improvements, and Lease Intangibles | 6,040 | |||
Total real estate properties | 7,166 | |||
Accumulated Depreciation | $ 156 | |||
Behavioral facilities [Member] | Other States [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 2 | |||
Land and land improvements | $ 977 | |||
Buildings, Improvements, and Lease Intangibles | 8,729 | |||
Total real estate properties | 9,706 | |||
Accumulated Depreciation | $ 100 | |||
Behavioral facilities [Member] | West Virginia [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 1 | |||
Land and land improvements | $ 2,138 | |||
Buildings, Improvements, and Lease Intangibles | 22,897 | |||
Total real estate properties | 25,035 | |||
Accumulated Depreciation | $ 152 | |||
Corporate Property [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 0 | |||
Land and land improvements | $ 0 | |||
Buildings, Improvements, and Lease Intangibles | 2,011 | |||
Personal property | 112 | |||
Total real estate properties | 2,123 | |||
Accumulated Depreciation | $ 124 | |||
Total Properties [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Properties | real_estate_property | 85 | |||
Land and land improvements | $ 44,419 | |||
Buildings, Improvements, and Lease Intangibles | 343,955 | |||
Personal property | 112 | |||
Total real estate properties | 388,486 | |||
Accumulated Depreciation | $ 36,136 |
Real Estate Investments - Sch49
Real Estate Investments - Schedule of Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Land Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Land Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Building [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Building [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Building Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Building Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 39 years 10 months |
Tenant Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years 4 months |
Tenant Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years 8 months |
At Market Leases [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 8 months |
At Market Leases [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 13 years 8 months |
Personal Property [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Personal Property [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Real Estate Leases - Future Min
Real Estate Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Leases [Abstract] | |
2,018 | $ 35,372 |
2,019 | 31,648 |
2,020 | 28,839 |
2,021 | 25,617 |
2,022 | 22,415 |
2023 and thereafter | 133,617 |
Total | $ 277,508 |
Real Estate Leases - Additional
Real Estate Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)state | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Concentration Risk [Line Items] | |||
Number of states in which real estate investments are in | state | 26 | ||
Real estate investment property, net | $ 352,350 | $ 234,332 | |
Straight line rent | 1,303 | 606 | $ 133 |
Operating expense recovery | 5,100 | 4,600 | 2,000 |
Rental income, late fees | $ 149 | 228 | 40 |
Twenty-Six States [Member] | Geographic Concentration Risk [Member] | Real Estate Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 36.50% | ||
Florida [Member] | Geographic Concentration Risk [Member] | Real Estate Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.80% | ||
Illinois [Member] | Geographic Concentration Risk [Member] | Real Estate Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13.50% | ||
Ohio [Member] | Geographic Concentration Risk [Member] | Real Estate Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.20% | ||
Two Real Estate Properties [Member] | |||
Concentration Risk [Line Items] | |||
Real estate investment property, net | $ 6,300 | ||
Other Liabilities [Member] | |||
Concentration Risk [Line Items] | |||
Deferred revenue | $ 1,100 | $ 800 | $ 500 |
Real Estate Acquisitions - 2017
Real Estate Acquisitions - 2017 Real Estate Acquisitions (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($)ft²real_estate_property | Sep. 30, 2017USD ($)ft²real_estate_property | Jun. 30, 2017USD ($)ft²real_estate_property | Mar. 31, 2017USD ($)ft²real_estate_property | Dec. 31, 2016USD ($)ft²real_estate_property | Sep. 30, 2016USD ($)ft²real_estate_property | Jun. 30, 2016USD ($)ft²real_estate_property | Mar. 31, 2016USD ($)ft²real_estate_property | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($)ft²real_estate_property | Dec. 28, 2017USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Number of real estate properties acquired | real_estate_property | 6 | 2 | 10 | 10 | 6 | 4 | 3 | 4 | 14 | ||
Area of real estate property (in square feet) | ft² | 2,000,000 | 187,098 | 57,983 | 153,446 | 146,443 | 2,000,000 | 187,098 | ||||
Total consideration transferred | $ 40,200 | $ 28,300 | $ 36,200 | $ 28,500 | $ 45,600 | $ 12,100 | $ 33,500 | $ 25,400 | |||
Cash consideration | $ 40,100 | $ 35,900 | $ 28,400 | $ 103,979 | |||||||
Percentage of properties that were leased at acquisition | 100.00% | 100.00% | 100.00% | 95.20% | 98.10% | 100.00% | 93.70% | 95.60% | |||
Mortgage loans on real estate, face amount of mortgages | $ 11,450 | ||||||||||
Financing receivable, net | $ 13,917 | $ 0 | $ 13,917 | 0 | |||||||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | 5,900 | ||||||||||
Business combination, pro forma information, earnings or loss of acquiree since acquisition date, actual | 2,400 | ||||||||||
Transaction costs | $ 1,000 | 1,000 | |||||||||
Business acquisition, mezzanine loan transaction costs | $ 36 | ||||||||||
Six Real Estate Properties Acquired Fourth Quarter 2017 [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Area of real estate property (in square feet) | ft² | 153,000 | 153,000 | |||||||||
Two Properties Acquired in Third Quarter 2017 [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Area of real estate property (in square feet) | ft² | 147,000 | ||||||||||
10 Properties Acquired In 2nd Quarter of 2017 [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Area of real estate property (in square feet) | ft² | 203,000 | ||||||||||
10 Properties Acquired in First Quarter 2017 [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Area of real estate property (in square feet) | ft² | 145,000 | ||||||||||
Property Adjacent To Corporate Property [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Cash consideration | $ 900 | ||||||||||
General and Administrative Expense [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Transaction costs | $ 800 | $ 800 | |||||||||
Promissory Notes, Secured by Accounts Receivable [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Financing receivable, net | $ 8,750 | $ 8,750 | |||||||||
Mortgage Receivable [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Receivable with imputed interest, discount | $ 2,700 | $ 2,700 | |||||||||
Notes Receivable [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Financing receivable, net | $ 5,000 |
Real Estate Acquisitions - Asse
Real Estate Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Land | $ 16,476 | ||||||
Buildings | 87,753 | ||||||
Intangibles: | |||||||
Total intangibles | 13,064 | ||||||
Below-market lease intangibles | $ 923 | ||||||
Below-market lease intangibles, useful life | 8 years 9 months 18 days | ||||||
Accounts receivable and other assets assumed | $ 51 | ||||||
Accounts payable, accrued liabilities and other liabilities assumed | (661) | ||||||
Contingent liabilities | (487) | ||||||
Mortgage note conversion | $ (12,500) | $ 0 | (12,500) | $ 0 | |||
Prorated rent and operating expense reimbursement amounts collected | (490) | ||||||
Expenses paid, including closing costs | 773 | ||||||
Total cash consideration | $ 40,100 | $ 35,900 | $ 28,400 | 103,979 | |||
At Market Leases [Member] | |||||||
Intangibles: | |||||||
Lease intangibles | 13,961 | ||||||
Above Market Leases [Member] | |||||||
Intangibles: | |||||||
Lease intangibles | $ 26 | ||||||
Estimated useful life | 8 months 12 days | ||||||
Building [Member] | Minimum [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Estimated useful life | 15 years | ||||||
Building [Member] | Maximum [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Estimated useful life | 40 years | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Land | 14,285 | $ 14,285 | |||||
Buildings | 103,831 | 103,831 | |||||
Intangibles: | |||||||
Total intangibles | 16,502 | 16,502 | |||||
Accounts receivable and other assets assumed | 32 | 32 | |||||
Accounts payable, accrued liabilities and other liabilities assumed | (675) | (675) | |||||
Prorated rent and operating expense reimbursement amounts collected | (470) | ||||||
Total cash consideration | 133,505 | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | At Market Leases [Member] | |||||||
Intangibles: | |||||||
Lease intangibles | $ 16,502 | $ 16,502 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Minimum [Member] | At Market Leases [Member] | |||||||
Intangibles: | |||||||
Estimated useful life | 4 years 1 month | 2 years 3 months 12 days | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Maximum [Member] | At Market Leases [Member] | |||||||
Intangibles: | |||||||
Estimated useful life | 9 years 3 months 18 days | 13 years 8 months 18 days | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Building [Member] | Minimum [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Estimated useful life | 20 years | 20 years | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Building [Member] | Maximum [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Estimated useful life | 40 years | 40 years | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Land and Land Improvements [Member] | Minimum [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Estimated useful life | 2 years | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | Land and Land Improvements [Member] | Maximum [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Estimated useful life | 15 years |
Real Estate Acquisitions - 2016
Real Estate Acquisitions - 2016 Real Estate Acquisitions (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($)ft²real_estate_property | Sep. 30, 2017USD ($)real_estate_property | Jun. 30, 2017USD ($)real_estate_property | Mar. 31, 2017USD ($)real_estate_property | Dec. 31, 2016USD ($)ft²real_estate_property | Sep. 30, 2016USD ($)ft²real_estate_property | Jun. 30, 2016USD ($)ft²acquisitionreal_estate_property | Mar. 31, 2016USD ($)ft²real_estate_property | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($)ft²real_estate_property | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Number of real estate properties acquired | real_estate_property | 6 | 2 | 10 | 10 | 6 | 4 | 3 | 4 | 14 | ||
Area of real estate property (in square feet) | ft² | 2,000,000 | 187,098 | 57,983 | 153,446 | 146,443 | 2,000,000 | 187,098 | ||||
Total consideration transferred | $ 40,200 | $ 28,300 | $ 36,200 | $ 28,500 | $ 45,600 | $ 12,100 | $ 33,500 | $ 25,400 | |||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | $ 5,900 | ||||||||||
Cash consideration | $ 40,100 | $ 35,900 | $ 28,400 | $ 103,979 | |||||||
Percentage of properties that were leased at acquisition | 100.00% | 100.00% | 100.00% | 95.20% | 98.10% | 100.00% | 93.70% | 95.60% | |||
Conversion of mortgage note upon acquisition of real estate property | $ 12,500 | 0 | 12,500 | $ 0 | |||||||
Number of acquisitions with contingent consideration | acquisition | 1 | ||||||||||
Contingent consideration | $ 487 | 487 | |||||||||
Payment for contingent consideration liability, financing activities | 393 | 0 | $ 0 | ||||||||
Transaction costs | $ 1,000 | $ 1,000 | |||||||||
Maximum Exposure [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration | $ 500 | ||||||||||
10 Properties Acquired In 2nd Quarter of 2017 [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash consideration | 45,200 | $ 21,100 | $ 25,600 | ||||||||
General and Administrative Expense [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Transaction costs | $ 800 | $ 800 |
Real Estate Acquisitions - Mort
Real Estate Acquisitions - Mortgage Notes Receivable (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2016USD ($) | Mar. 31, 2017 | Dec. 31, 2017ft² | Dec. 31, 2016ft² | Sep. 30, 2016ft² | Jun. 30, 2016ft² | Mar. 31, 2016USD ($)ft² | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Area of real estate property (in square feet) | ft² | 2,000,000 | 187,098 | 57,983 | 153,446 | 146,443 | ||
Mortgage note receivable interest rate percentage | (9.50%) | ||||||
Unamortized portion of the loan fee | $ 90,000 | ||||||
Mortgage Receivable [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Financing receivable | $ 12,500,000 | ||||||
Loan and commitment fees received | $ 93,750 | ||||||
Mortgage note receivable interest rate percentage | (11.00%) | ||||||
Behavioral Facility [Member] | Mortgage Receivable [Member] | Illinois [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Area of real estate property (in square feet) | ft² | 85,000 |
Mortgage Note Receivable (Detai
Mortgage Note Receivable (Details) | Feb. 21, 2018USD ($)real_estate_property | Mar. 31, 2017 | Dec. 31, 2017USD ($)mortgage_note_receivable | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 28, 2017USD ($) | Dec. 31, 2014USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Number of mortgage note receivables | mortgage_note_receivable | 1 | ||||||
Mortgage loans on real estate, gross | $ 10,600,000 | $ 10,900,000 | |||||
Mortgage loans on real estate | $ 10,633,000 | 10,786,000 | $ 10,897,000 | $ 0 | |||
Mortgage loans on real estate, interest rate | 9.50% | ||||||
Funding of notes receivable | $ 13,750,000 | 12,406,000 | 10,863,000 | ||||
Mortgage loans on real estate, face amount of mortgages | $ 11,450,000 | ||||||
Financing receivable, net | 13,917,000 | 0 | |||||
Acquired Mortgage And Promissory Notes [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Financing receivable, impairment recognized | $ 0 | ||||||
Mortgage Receivable [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Number of mortgage note receivables | mortgage_note_receivable | 1 | ||||||
Mortgage loans on real estate, interest rate | 11.00% | ||||||
Receivable with imputed interest, discount | $ 2,700,000 | ||||||
Promissory Notes, Secured by Accounts Receivable [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Financing receivable, net | 8,750,000 | ||||||
Other Assets [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Interest receivable | 600,000 | 87,000 | |||||
Interest receivable considered past due | $ 500,000 | $ 0 | |||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Mortgage Receivable [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Mortgage loans on real estate | $ 11,000,000 | ||||||
Subsequent Event [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Funding of notes receivable | $ 5,350,000 | ||||||
Subsequent Event [Member] | Promissory Notes, Secured By Facilities Owned By Borrower [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Financing receivable, net | $ 2,200,000 | ||||||
Long-Term Acute Care Facility [Member] | Subsequent Event [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Number of properties used to secure notes by borrower | real_estate_property | 9 | ||||||
Specialty Hospital [Member] | Subsequent Event [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Number of properties used to secure notes by borrower | real_estate_property | 2 |
Debt, net (Details)
Debt, net (Details) | Mar. 29, 2017USD ($)option | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Line of Credit Facility [Line Items] | ||||
Debt, net | $ 93,353,000 | $ 51,000,000 | ||
Proceeds from issuance of long-term debt | 60,000,000 | 0 | $ 0 | |
Second Amended And Restated Credit Facility [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, minimum draw on instrument | $ 10,000,000 | |||
Fee amount | 800,000 | |||
Second Amended And Restated Credit Facility [Member] | Credit Facility, Accordion Feature [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 450,000,000 | |||
Second Amended And Restated Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt, net | $ 34,000,000 | 51,000,000 | ||
Maximum borrowing capacity | $ 150,000,000 | |||
Numbers of options to extend | option | 2 | |||
Weighted average interest rate percentage | 3.95% | |||
Remaining borrowing capacity | $ 116,000,000 | |||
Second Amended And Restated Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility, Unused Borrowing Capacity Rate 1 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of unused portion fee | 0.25% | |||
Percentage of borrowing capacity outstanding | 33.30% | |||
Second Amended And Restated Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility, Unused Borrowing Capacity Rate 2 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of unused portion fee | 0.35% | |||
Percentage of borrowing capacity outstanding | 33.30% | |||
Second Amended And Restated Credit Facility [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt, net | $ 60,000,000 | |||
Debt Instrument, face amount | $ 100,000,000 | |||
Percentage of unused portion fee | 0.35% | |||
Weighted average interest rate percentage | 4.34% | |||
Remaining borrowing capacity | $ 40,000,000 | |||
Second Amended And Restated Credit Facility [Member] | Term Loan [Member] | 5 Year Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt, net | 29,685,000 | 0 | ||
Debt Instrument, face amount | $ 50,000,000 | |||
Proceeds from issuance of long-term debt | 30,000,000 | |||
Second Amended And Restated Credit Facility [Member] | Term Loan [Member] | 7 Year Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt, net | $ 29,668,000 | $ 0 | ||
Debt Instrument, face amount | $ 50,000,000 | |||
LIBOR [Member] | Minimum [Member] | Second Amended And Restated Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
LIBOR [Member] | Minimum [Member] | Second Amended And Restated Credit Facility [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.20% | |||
LIBOR [Member] | Maximum [Member] | Second Amended And Restated Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
LIBOR [Member] | Maximum [Member] | Second Amended And Restated Credit Facility [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.90% | |||
Base Rate [Member] | Minimum [Member] | Second Amended And Restated Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.75% | |||
Base Rate [Member] | Minimum [Member] | Second Amended And Restated Credit Facility [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Base Rate [Member] | Maximum [Member] | Second Amended And Restated Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Base Rate [Member] | Maximum [Member] | Second Amended And Restated Credit Facility [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.90% |
Derivative Financial Instrume58
Derivative Financial Instrument (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)derivative_instrument | |
Derivative [Line Items] | |
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 0.2 |
Cash Flow Hedging [Member] | Interest Rate Contract [Member] | |
Derivative [Line Items] | |
Derivative, number of instruments held | derivative_instrument | 2 |
Derivative, notional amount | $ 60 |
Derivative assets (liabilities), at fair value, net | (0.3) |
Derivative, termination value | 0.2 |
Other Assets [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | |
Derivative [Line Items] | |
Derivative asset | $ 0.3 |
Derivative Financial Instrume59
Derivative Financial Instrument Cash Flow Hedging (Details) - Interest Rate Contract [Member] - Cash Flow Hedging [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of unrealized loss recognized in OCI on derivative | $ (144) |
Amount of loss reclassified from accumulated OCI into interest expense | 402 |
Total Interest Expense presented in the Consolidated Statements of Income (Loss) in which the effects of the cash flow hedges are recorded | $ 3,948 |
Stockholders' Equity - Reconcil
Stockholders' Equity - Reconciliation of Common Stock (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance, beginning of period (in shares) | 12,988,482 | 7,596,940 | 200,000 |
Issuance of common stock (in shares) | 4,887,500 | 5,175,000 | 7,311,183 |
Restricted stock issued (in shares) | 209,816 | 216,542 | 85,757 |
Balance, end of period (in shares) | 18,085,798 | 12,988,482 | 7,596,940 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2017 | May 31, 2017 | Apr. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 109,168,000 | $ 86,805,000 | $ 129,353,000 | ||||
Registration Statement, Shelf Registration Amount, Remaining Availability | $ 635,400,000 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Net proceeds from initial public offering | $ 125,200,000 | ||||||
Net proceeds from private placement | $ 2,300,000 | ||||||
Common Stock [Member] | Public Offering [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 108,600,000 | ||||||
Common Stock [Member] | Second Public Offering [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 5,175,000 | ||||||
Proceeds from issuance of common stock | $ 86,100,000 | ||||||
Common Stock [Member] | Over-Allotment Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 637,500 | 937,500 | 675,000 | ||||
Common Stock [Member] | IPO [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 7,187,500 | ||||||
Common Stock [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 123,683 | ||||||
Common Stock [Member] | Equity Offering [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 4,887,500 | ||||||
Proceeds from issuance of common stock | $ 114,600,000 | ||||||
Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shelf registration amount | $ 750,000,000 | ||||||
Revolving Credit Facility [Member] | Line of Credit [Member] | |||||||
Class of Stock [Line Items] | |||||||
Extinguishment of debt, amount | $ 58,000,000 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends Declared (Details) - $ / shares | Dec. 01, 2017 | Sep. 01, 2017 | Jun. 02, 2017 | Mar. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | |||||||
Dividends paid per common share (in dollars per share) | $ 0.395 | $ 0.3925 | $ 0.39 | $ 0.3875 | $ 1.565 | $ 1.525 | $ 0.517 |
Income (Loss) Per Common Shar63
Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) | $ 3,510 | $ 2,721 | $ (1,456) | ||||||||
Participating securities' share in earnings | (731) | 0 | 0 | ||||||||
Net income (loss), less participating securities' share in earnings | $ 1,552 | $ 579 | $ 466 | $ 913 | $ 1,033 | $ 1,064 | $ 508 | $ 116 | $ 2,779 | $ 2,721 | $ (1,456) |
Weighted Average Common Shares Outstanding | |||||||||||
Weighted average Common Shares outstanding (in shares) | 15,268,612 | 11,478,883 | 4,778,144 | ||||||||
Unvested restricted stock (in shares) | (453,354) | (240,446) | (51,219) | ||||||||
Weighted average Common Shares outstanding–Basic (in shares) | 14,815,258 | 11,238,437 | 4,726,925 | ||||||||
Weighted average Common Shares–Basic (in shares) | 14,815,258 | 11,238,437 | 4,726,925 | ||||||||
Dilutive effect of restricted stock (in shares) | 0 | 81,068 | 0 | ||||||||
Weighted average Common Shares outstanding –Diluted (in shares) | 14,815,258 | 11,319,505 | 4,726,925 | ||||||||
Basic Income (Loss) per Common Share (in dollars per share) | $ 0.08 | $ 0.02 | $ 0.04 | $ 0.07 | $ 0.08 | $ 0.08 | $ 0.04 | $ 0.02 | $ 0.19 | $ 0.24 | $ (0.31) |
Diluted Income (Loss) per Common Share (in dollars per share) | $ 0.08 | $ 0.02 | $ 0.04 | $ 0.07 | $ 0.08 | $ 0.08 | $ 0.04 | $ 0.02 | $ 0.19 | $ 0.24 | $ (0.31) |
Income (Loss) Per Common Shar64
Income (Loss) Per Common Share - Antidilutive Securities (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
Restricted Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities excluded from earnings per share (in shares) | 9,927 |
Incentive Plan - 2014 Incentive
Incentive Plan - 2014 Incentive Plan/Officer Incentive Program (Details) | 12 Months Ended |
Dec. 31, 2017shares | |
2014 Incentive Plan [Member] | Restricted Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average amortization period | 6 years 9 months 18 days |
2014 Incentive Plan [Member] | Restricted Common Stock [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
2014 Incentive Plan [Member] | Restricted Common Stock [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 8 years |
2014 Incentive Plan [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares authorized, percentage of common stock outstanding | 7.00% |
Shares authorized to be issued (in shares) | 909,193 |
Number of shares issued (in shares) | 431,535 |
Numbers of shares remaining under plan (in shares) | 477,658 |
Officer Incentive Program [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total Stockholder return performance period 1 | 1 year |
Total Stockholder return performance period 2 | 3 years |
Incentive Plan - Alignment of I
Incentive Plan - Alignment of Interest Program (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 10, 2016 | |
2014 Incentive Plan [Member] | Restricted Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 1.5 | $ 0.7 | $ 0.2 | |
2014 Incentive Plan [Member] | Employees [Member] | Restricted Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of base salary deferred | 100.00% | |||
2014 Incentive Plan [Member] | Employees [Member] | Period 1 [Member] | Restricted Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Company match vesting percentage | 30.00% | |||
2014 Incentive Plan [Member] | Employees [Member] | Period 2 [Member] | Restricted Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Company match vesting percentage | 50.00% | |||
2014 Incentive Plan [Member] | Employees [Member] | Period 3 [Member] | Restricted Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 8 years | |||
Company match vesting percentage | 100.00% | |||
2014 Incentive Plan [Member] | Directors [Member] | Restricted Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of director fees deferred | 100.00% | |||
2014 Incentive Plan [Member] | Directors [Member] | Period 1 [Member] | Restricted Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Company match vesting percentage | 20.00% | |||
2014 Incentive Plan [Member] | Directors [Member] | Period 2 [Member] | Restricted Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Company match vesting percentage | 40.00% | |||
2014 Incentive Plan [Member] | Directors [Member] | Period 3 [Member] | Restricted Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Company match vesting percentage | 60.00% | |||
Common Stock [Member] | 2014 Incentive Plan, Restated Alignment Program [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized to be issued (in shares) | 500,000 | |||
Number of shares issued (in shares) | 80,580 | |||
Numbers of shares remaining under plan (in shares) | 419,420 | |||
Common Stock [Member] | 2014 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized to be issued (in shares) | 909,193 | |||
Number of shares issued (in shares) | 431,535 | |||
Numbers of shares remaining under plan (in shares) | 477,658 |
Incentive Plan - Summary of Act
Incentive Plan - Summary of Activity Under Incentive Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Adjustments to additional paid in capital, share-based compensation and exercise of stock options | $ 8,500,000 | $ 5,000,000 | |
2014 Incentive Plan [Member] | Restricted Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, outstanding, weighted average remaining contractual terms | 6 years 9 months 18 days | ||
Stock-based awards: | |||
Stock-based awards, beginning of year (in shares) | 302,299 | 85,757 | 0 |
Granted (in shares) | 209,816 | 216,542 | 85,757 |
Stock-based awards, end of year (in shares) | 512,115 | 302,299 | 85,757 |
Weighted average grant date fair value, per share, of: | |||
Stock-based awards, beginning of year (in dollars per share) | $ 19.36 | $ 19.65 | $ 0 |
Stock-based awards granted during the year (in dollars per share) | 23.84 | 19.25 | 19.65 |
Stock-based awards, end of year (in dollars per share) | $ 21.20 | $ 19.36 | $ 19.65 |
Grant date fair value of shares granted during the year | $ 5,001,679 | $ 4,167,631 | $ 1,685,125 |
Allocated Share-based Compensation Expense | $ 1,500,000 | $ 700,000 | $ 200,000 |
2014 Incentive Plan [Member] | Restricted Common Stock, Stock in Lieu of Compensation [Member] | |||
Stock-based awards: | |||
Granted (in shares) | 80,580 | 104,112 | 41,669 |
2014 Incentive Plan [Member] | Restricted Common Stock, Stock Awards [Member] | |||
Stock-based awards: | |||
Granted (in shares) | 129,236 | 112,430 | 44,088 |
Other Assets (Details)
Other Assets (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Notes receivable | $ 13,917 | $ 0 | |
Accounts and interest receivable | 2,417 | 2,472 | |
Straight-line rent receivables | 2,179 | 744 | |
Allowance for doubtful accounts | (293) | (154) | |
Prepaid assets | 341 | 260 | |
Deferred financing costs, net | 618 | 1,010 | |
Leasing commissions, net | 483 | 129 | |
Deferred tax asset | 478 | 0 | |
Above-market lease intangible assets, net | 0 | 25 | |
Other | 255 | 357 | |
Other assets | 20,653 | 4,843 | |
Financing receivable, annual payments due | $ 1,900 | ||
Number of VIEs | 2 | ||
Interest Rate Swap [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fair value of interest rate swaps | $ 258 | $ 0 | |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Receivable with imputed interest, effective yield (interest rate) | 12.00% | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Receivable with imputed interest, effective yield (interest rate) | 16.00% | ||
Notes Receivable [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Notes receivable | $ 5,000 | ||
Mortgage Receivable [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Receivable with imputed interest, discount | $ 2,700 | ||
Promissory Notes, Secured by Accounts Receivable [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Notes receivable | 8,750 | ||
Variable Interest Entity One [Member] | Notes Receivable [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
VIE, carrying amount | 5,000 | ||
VIE, maximum loss exposure amount | 5,000 | ||
Variable Interest Entity Two [Member] | Notes Receivable [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
VIE, carrying amount | 8,800 | ||
VIE, maximum loss exposure amount | $ 8,800 |
Intangible Assets and Liabili69
Intangible Assets and Liabilities - Deferred Costs and Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Below market lease intangibles, Gross | $ (923) | |
Deferred financing costs and lease intangibles, Gross | $ 52,932 | 35,687 |
Deferred financing costs and lease intangibles, Accumulated Amortization | $ 23,265 | 12,791 |
Deferred financing costs and lease intangibles, Weighted Average Remaining Life | 5 years 1 month | |
Other Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Deferred financing costs, Gross | $ 1,508 | 1,508 |
Deferred financing costs, Accumulated Amortization | $ 890 | 498 |
Deferred financing costs, Weighted Average Remaining Life | 1 year 7 months 9 days | |
Other Assets [Member] | Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived lease intangibles, Gross | $ 91 | 91 |
Finite lived lease intangibles, Accumulated Amortization | $ 91 | 66 |
Finite lived lease intangibles, Weighted Average Remaining Life | 0 years | |
Debt [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Deferred financing costs, Gross | $ 743 | 0 |
Deferred financing costs, Accumulated Amortization | $ 96 | 0 |
Deferred financing costs, Weighted Average Remaining Life | 5 years 4 months | |
Other Liabilities [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Below market lease intangibles, Gross | $ (1,280) | (1,280) |
Below market lease intangibles, Accumulated Amortization | $ (329) | (167) |
Below market lease intangibles, Weighted Average Remaining Life | 6 years 3 months | |
Real Estate Properties [Member] | At Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived lease intangibles, Gross | $ 51,870 | 35,368 |
Finite lived lease intangibles, Accumulated Amortization | $ 22,517 | $ 12,394 |
Finite lived lease intangibles, Weighted Average Remaining Life | 5 years 2 months |
Intangible Assets and Liabili70
Intangible Assets and Liabilities - Amortization Expense (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 9,235 |
2,019 | 6,724 |
2,020 | 4,757 |
2,021 | 3,376 |
2,022 | $ 2,215 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Commitments [Line Items] | |||
Payment for contingent consideration liability, financing activities | $ 393 | $ 0 | $ 0 |
Tenant Improvements [Member] | |||
Other Commitments [Line Items] | |||
Commitment | 300 | $ 300 | |
Tenant Improvements Allowances [Member] | |||
Other Commitments [Line Items] | |||
Commitment | 3,400 | ||
Capital Improvements [Member] | |||
Other Commitments [Line Items] | |||
Commitment | $ 100 |
Fair Value of Financial Instr72
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Mortgage note receivable | $ 10,633 | $ 10,786 | $ 10,897 | $ 0 |
Notes receivable | 13,917 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of mortgage notes receivable | 10,633 | 10,786 | ||
Fair value of notes receivable | 13,828 | 0 | ||
Interest Rate Swap [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of interest rate swaps | 258 | 0 | ||
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of interest rate swaps | $ 258 | $ 0 |
Other Data - Provision for Inco
Other Data - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Data [Abstract] | |||
Current | $ 171 | $ 21 | $ 0 |
Deferred | (478) | (10) | 10 |
Total | (307) | 11 | 10 |
State income tax payments, net of refunds | $ 37 | $ 0 | $ 0 |
Other Data (Details)
Other Data (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Data [Abstract] | |||
Taxable income to stockholders | 90.00% | ||
Gross real estate assets | $ 385,600,000 | $ 249,500,000 | |
Preferred shares issued (in shares) | 0 | 0 | 0 |
Preferred shares dividends | $ 0 | $ 0 | $ 0 |
Other Data - Net Income Reconci
Other Data - Net Income Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Data [Abstract] | |||
Net income (loss) | $ 3,510 | $ 2,721 | $ (1,456) |
Depreciation and amortization | 10,722 | 8,863 | 3,806 |
Straight-line rent | (1,303) | (606) | (133) |
Receivable allowance | 138 | 83 | 71 |
Stock-based compensation | 749 | 285 | 121 |
Deferred rent | 332 | 249 | 529 |
Contingent liability fair value adjustments | (5) | (1,278) | 0 |
Deferred income taxes | (478) | 0 | 0 |
Other | (176) | 94 | (86) |
Total reconciling items to taxable income | 9,979 | 7,690 | 4,308 |
Taxable income | 13,489 | 10,411 | 2,852 |
Dividends paid | $ 23,703 | $ 17,393 | $ 3,883 |
Other Data - Common Stock Distr
Other Data - Common Stock Distribution (Details) - $ / shares | Dec. 01, 2017 | Sep. 01, 2017 | Jun. 02, 2017 | Mar. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Per Share | |||||||
Ordinary income (in dollars per share) | $ 0.914474 | $ 1.036298 | $ 0.396063 | ||||
Return of capital (in dollars per share) | 0.650526 | 0.488702 | 0.120937 | ||||
Common stock distributions (in dollars per share) | $ 0.395 | $ 0.3925 | $ 0.39 | $ 0.3875 | $ 1.565 | $ 1.525 | $ 0.517 |
Percentage | |||||||
Ordinary income | 58.40% | 68.00% | 76.60% | ||||
Return of capital | 41.60% | 32.00% | 23.40% | ||||
Common stock distributions | 100.00% | 100.00% | 100.00% |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
AFP [Member] | Chairman, Chief Executive Officer and President [Member] | Reimbursement of Costs Incurred Associated with Initial Public Offering [Member] | |
Related Party Transaction [Line Items] | |
Reimbursement amount | $ 0.4 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - $ / shares | Feb. 01, 2018 | Jan. 16, 2018 |
Subsequent Event [Line Items] | ||
Dividend declared (in dollars per share) | $ 0.3975 | |
Restricted Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Restricted common stock granted (in shares) | 94,001 | |
Restricted Common Stock [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Vesting period | 3 years | |
Restricted Common Stock [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Vesting period | 8 years | |
Restricted Common Stock, Stock in Lieu of Compensation [Member] | ||
Subsequent Event [Line Items] | ||
Restricted common stock granted (in shares) | 47,027 | |
Restricted Common Stock, Stock Awards [Member] | ||
Subsequent Event [Line Items] | ||
Restricted common stock granted (in shares) | 46,974 |
Selected Quarterly Financial 79
Selected Quarterly Financial Data (unaudited) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($)real_estate_property$ / shares | Sep. 30, 2017USD ($)real_estate_property$ / shares | Jun. 30, 2017USD ($)real_estate_property$ / shares | Mar. 31, 2017USD ($)real_estate_property$ / shares | Dec. 31, 2016USD ($)real_estate_property$ / shares | Sep. 30, 2016USD ($)real_estate_property$ / shares | Jun. 30, 2016USD ($)real_estate_property$ / shares | Mar. 31, 2016USD ($)real_estate_property$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)real_estate_property$ / shares | Dec. 31, 2015USD ($)$ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Revenues | $ 10,962 | $ 9,444 | $ 8,930 | $ 8,007 | $ 7,392 | $ 6,443 | $ 6,196 | $ 5,166 | $ 37,343 | $ 25,197 | $ 8,632 |
Expenses | 8,363 | 7,838 | 7,256 | 6,499 | 5,970 | 5,203 | 5,485 | 4,670 | 29,956 | 21,328 | 9,759 |
Other income (expense) | (1,047) | (1,027) | (1,208) | (595) | (389) | (176) | (203) | (380) | (3,877) | (1,148) | (329) |
Net loss | $ 1,552 | $ 579 | $ 466 | $ 913 | $ 1,033 | $ 1,064 | $ 508 | $ 116 | $ 2,779 | $ 2,721 | $ (1,456) |
Net income (loss) per basic common share (in dollars per share) | $ / shares | $ 0.08 | $ 0.02 | $ 0.04 | $ 0.07 | $ 0.08 | $ 0.08 | $ 0.04 | $ 0.02 | $ 0.19 | $ 0.24 | $ (0.31) |
Net income (loss) per diluted common share (in dollars per share) | $ / shares | $ 0.08 | $ 0.02 | $ 0.04 | $ 0.07 | $ 0.08 | $ 0.08 | $ 0.04 | $ 0.02 | $ 0.19 | $ 0.24 | $ (0.31) |
Number of real estate properties acquired | real_estate_property | 6 | 2 | 10 | 10 | 6 | 4 | 3 | 4 | 14 | ||
Acquisitions During 2016 [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Expenses | $ 800 |
Schedule II - Valuation and Q80
Schedule II - Valuation and Qualifying Accounts (Details) - Accounts Receivable Allowance [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 154 | $ 71 | $ 0 |
Charged to Costs and Expenses | 67 | 155 | 71 |
Charged to Other Accounts | 151 | 0 | 0 |
Uncollectible Accounts Written-off | (79) | (72) | 0 |
Balance at End of Period | $ 293 | $ 154 | $ 71 |
Schedule III - Real Estate an81
Schedule III - Real Estate and Accumulated Depreciation - Real Estate Properties (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($)real_estate_property | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | real_estate_property | 85 | |||
Land and Land Improvements | ||||
Initial Investment | $ 43,977 | |||
Costs Capitalized Subsequent to Acquisition | 442 | |||
Total | 44,419 | |||
Buildings, Improvements, and Lease Intangibles | ||||
Initial Investment | 340,673 | |||
Costs Capitalized Subsequent to Acquisition | 3,282 | |||
Total | 343,955 | |||
Personal Property | 112 | $ 97 | ||
Total Property | 388,486 | 252,736 | $ 132,967 | $ 0 |
Accumulated Depreciation | 36,136 | 18,404 | $ 5,203 | $ 0 |
Encumbrances | 0 | |||
Total real estate properties for federal income tax purposes | $ 385,600 | $ 249,500 | ||
Lease Intangibles [Member] | Minimum [Member] | ||||
Buildings, Improvements, and Lease Intangibles | ||||
Life used for depreciation | 8 months | |||
Lease Intangibles [Member] | Maximum [Member] | ||||
Buildings, Improvements, and Lease Intangibles | ||||
Life used for depreciation | 13 years 8 months | |||
Personal Property [Member] | Minimum [Member] | ||||
Buildings, Improvements, and Lease Intangibles | ||||
Life used for depreciation | 3 years | |||
Personal Property [Member] | Maximum [Member] | ||||
Buildings, Improvements, and Lease Intangibles | ||||
Life used for depreciation | 10 years | |||
Land Improvements [Member] | Minimum [Member] | ||||
Buildings, Improvements, and Lease Intangibles | ||||
Life used for depreciation | 2 years | |||
Land Improvements [Member] | Maximum [Member] | ||||
Buildings, Improvements, and Lease Intangibles | ||||
Life used for depreciation | 15 years | |||
Building and Improvements [Member] | Minimum [Member] | ||||
Buildings, Improvements, and Lease Intangibles | ||||
Life used for depreciation | 2 years 4 months | |||
Building and Improvements [Member] | Maximum [Member] | ||||
Buildings, Improvements, and Lease Intangibles | ||||
Life used for depreciation | 40 years | |||
Medical office [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | real_estate_property | 32 | |||
Land and Land Improvements | ||||
Initial Investment | $ 19,082 | |||
Costs Capitalized Subsequent to Acquisition | 236 | |||
Total | 19,318 | |||
Buildings, Improvements, and Lease Intangibles | ||||
Initial Investment | 122,034 | |||
Costs Capitalized Subsequent to Acquisition | 1,873 | |||
Total | 123,907 | |||
Personal Property | 0 | |||
Total Property | 143,225 | |||
Accumulated Depreciation | 16,886 | |||
Encumbrances | $ 0 | |||
Physician clinics [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | real_estate_property | 17 | |||
Land and Land Improvements | ||||
Initial Investment | $ 7,367 | |||
Costs Capitalized Subsequent to Acquisition | 107 | |||
Total | 7,474 | |||
Buildings, Improvements, and Lease Intangibles | ||||
Initial Investment | 41,101 | |||
Costs Capitalized Subsequent to Acquisition | 563 | |||
Total | 41,664 | |||
Personal Property | 0 | |||
Total Property | 49,138 | |||
Accumulated Depreciation | 5,605 | |||
Encumbrances | $ 0 | |||
Surgical Centers and Hospitals [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | real_estate_property | 13 | |||
Land and Land Improvements | ||||
Initial Investment | $ 7,329 | |||
Costs Capitalized Subsequent to Acquisition | 90 | |||
Total | 7,419 | |||
Buildings, Improvements, and Lease Intangibles | ||||
Initial Investment | 72,680 | |||
Costs Capitalized Subsequent to Acquisition | 166 | |||
Total | 72,846 | |||
Personal Property | 0 | |||
Total Property | 80,265 | |||
Accumulated Depreciation | 7,731 | |||
Encumbrances | $ 0 | |||
Specialty Centers [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | real_estate_property | 17 | |||
Land and Land Improvements | ||||
Initial Investment | $ 4,658 | |||
Costs Capitalized Subsequent to Acquisition | 9 | |||
Total | 4,667 | |||
Buildings, Improvements, and Lease Intangibles | ||||
Initial Investment | 46,913 | |||
Costs Capitalized Subsequent to Acquisition | 145 | |||
Total | 47,058 | |||
Personal Property | 0 | |||
Total Property | 51,725 | |||
Accumulated Depreciation | 4,637 | |||
Encumbrances | $ 0 | |||
Behavioral Facilities [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | real_estate_property | 6 | |||
Land and Land Improvements | ||||
Initial Investment | $ 5,541 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Total | 5,541 | |||
Buildings, Improvements, and Lease Intangibles | ||||
Initial Investment | 56,366 | |||
Costs Capitalized Subsequent to Acquisition | 103 | |||
Total | 56,469 | |||
Personal Property | 0 | |||
Total Property | 62,010 | |||
Accumulated Depreciation | 1,153 | |||
Encumbrances | $ 0 | |||
Total Real Estate [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | real_estate_property | 85 | |||
Land and Land Improvements | ||||
Initial Investment | $ 43,977 | |||
Costs Capitalized Subsequent to Acquisition | 442 | |||
Total | 44,419 | |||
Buildings, Improvements, and Lease Intangibles | ||||
Initial Investment | 339,094 | |||
Costs Capitalized Subsequent to Acquisition | 2,850 | |||
Total | 341,944 | |||
Personal Property | 0 | |||
Total Property | 386,363 | |||
Accumulated Depreciation | 36,012 | |||
Encumbrances | $ 0 | |||
Corporate Property [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Number of Properties | real_estate_property | 0 | |||
Land and Land Improvements | ||||
Initial Investment | $ 0 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Total | 0 | |||
Buildings, Improvements, and Lease Intangibles | ||||
Initial Investment | 1,579 | |||
Costs Capitalized Subsequent to Acquisition | 432 | |||
Total | 2,011 | |||
Personal Property | 112 | |||
Total Property | 2,123 | |||
Accumulated Depreciation | 124 | |||
Encumbrances | $ 0 |
Schedule III - Real Estate an82
Schedule III - Real Estate and Accumulated Depreciation - Reconciliation of Real Estate Properties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total Property | |||
Beginning Balance | $ 252,736 | $ 132,967 | $ 0 |
Additions during the period: | |||
Acquisitions | 134,618 | 118,190 | 132,140 |
Other improvements | 1,132 | 1,579 | 827 |
Retirements/dispositions: | |||
Real estate | 0 | 0 | 0 |
Ending Balance | 388,486 | 252,736 | 132,967 |
Accumulated Depreciation | |||
Beginning Balance | 18,404 | 5,203 | 0 |
Additions during the period: | |||
Acquisitions | 17,467 | 13,091 | 5,203 |
Other improvements | 265 | 110 | 0 |
Retirements/dispositions: | |||
Real estate | 0 | 0 | 0 |
Ending Balance | $ 36,136 | $ 18,404 | $ 5,203 |
Schedule IV - Mortgage Loans 83
Schedule IV - Mortgage Loans on Real Estate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 28, 2017 | |
Mortgage Loans on Real Estate [Line Items] | ||
Interest Rate | 9.50% | |
Original Face Amount | $ 11,450 | |
Carrying Amount | $ 10,633 | |
Louisiana [Member] | Long-Term Acute Care Facility [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Interest Rate | 9.50% | |
Original Face Amount | $ 11,000 | |
Carrying Amount | 10,633 | |
Principal amount of loans subject to delinquent principal or interest (2) | $ 10,633 |
Schedule IV - Mortgage Loans 84
Schedule IV - Mortgage Loans on Real Estate - Roll Forward of Mortgage Loans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Mortgage Loans on Real Estate [Roll Forward] | |||
Balance at beginning of period | $ 10,786 | $ 10,897 | $ 0 |
Additions during the period: | |||
New or acquired mortgages, net | 0 | 12,406 | 10,863 |
Amortization/write-off of loan and commitment fees | 122 | 75 | 34 |
Total additions | 122 | 12,481 | 10,897 |
Deductions during the period: | |||
Conversion upon acquisition | 0 | (12,500) | 0 |
Scheduled principal payments | (275) | (92) | 0 |
Total deductions | (275) | (12,592) | 0 |
Balance at end of period | 10,633 | $ 10,786 | $ 10,897 |
Total mortgage loans for federal income tax purposes | $ 10,600 |