Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | gahr4 | ||
Entity Registrant Name | Griffin-American Healthcare REIT IV, Inc. | ||
Entity Central Index Key | 1,632,970 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 15,363,000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Common Class T [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 14,455,076 | ||
Common Class I [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 721,079 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
ASSETS | |||
Real estate investments, net | $ 117,942,000 | $ 0 | |
Cash and cash equivalents | 2,237,000 | 202,000 | |
Accounts and other receivables | 1,299,000 | 0 | |
Real estate deposit | 200,000 | 0 | |
Identified intangible assets, net | 19,673,000 | 0 | |
Other assets, net | 1,407,000 | 0 | |
Total assets | 142,758,000 | 202,000 | |
Liabilities: | |||
Mortgage loan payable, net | 3,965,000 | 0 | |
Line of Credit | 33,900,000 | [1] | 0 |
Accounts payable and accrued liabilities | 5,426,000 | [1] | 0 |
Accounts payable due to affiliates | 5,531,000 | [1] | 0 |
Identified intangible liabilities, net | 1,063,000 | 0 | |
Security deposits and prepaid rent | 616,000 | [1] | 0 |
Total liabilities | 50,501,000 | 0 | |
Commitments and contingencies (Note 9) | |||
Redeemable noncontrolling interest | 2,000 | 0 | |
Stockholders' equity: | |||
Preferred stock, $0.01 par value per share; 200,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Additional paid-in capital | 99,492,000 | 200,000 | |
Accumulated deficit | (7,351,000) | 0 | |
Total stockholder's equity | 92,255,000 | 200,000 | |
Noncontrolling interest (Note 11) | 0 | 2,000 | |
Total equity | 92,255,000 | 202,000 | |
Total liabilities, redeemable noncontrolling interest and equity | 142,758,000 | 202,000 | |
Common Class I [Member] | |||
Stockholders' equity: | |||
Common stock, $0.01 par value per share | 4,000 | $ 0 | |
Common Class T [Member] | |||
Stockholders' equity: | |||
Common stock, $0.01 par value per share | $ 110,000 | ||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of December 31, 2016 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $33,900,000 as of December 31, 2016, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Line of Credit | $ 33,900 | [1] | $ 0 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common Class T [Member] | |||
Common stock, par value (usd per share) | $ 0 | $ 0 | |
Common stock, shares authorized | 900,000,000 | 1,000,000,000 | |
Common stock, shares, issued | 11,000,433 | 20,833 | |
Common stock, shares outstanding | 11,000,433 | 20,833 | |
Common Class I [Member] | |||
Common stock, par value (usd per share) | $ 0 | $ 0 | |
Common stock, shares authorized | 100,000,000 | 0 | |
Common stock, shares, issued | 377,006 | 0 | |
Common stock, shares outstanding | 377,006 | 0 | |
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of December 31, 2016 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $33,900,000 as of December 31, 2016, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Revenue: | ||||||
Real estate revenue | $ 0 | $ 3,156,000 | ||||
Expenses: | ||||||
Rental expenses | 0 | 898,000 | ||||
General and administrative | 0 | 1,221,000 | ||||
Acquisition related expenses | 0 | 4,745,000 | ||||
Depreciation and amortization | 0 | 1,252,000 | ||||
Total expenses | $ 4,979,000 | $ 2,348,000 | $ 639,000 | $ 150,000 | 0 | 8,116,000 |
Loss from operations | (2,161,000) | (2,036,000) | (613,000) | (150,000) | 0 | (4,960,000) |
Interest expense (including amortization of deferred financing costs and debt premium) | 0 | (514,000) | ||||
Net loss | (2,619,000) | (2,092,000) | (613,000) | (150,000) | 0 | (5,474,000) |
Less: net loss attributable to redeemable noncontrolling interest | 0 | 0 | ||||
Net loss attributable to controlling interest | $ (2,619,000) | $ (2,092,000) | $ (613,000) | $ (150,000) | $ 0 | $ (5,474,000) |
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted | $ (0.31) | $ (0.62) | $ (0.96) | $ (7.20) | $ 0 | $ (1.75) |
Weighted average number of Class T and Class I common shares outstanding — basic and diluted | 8,450,304 | 3,357,979 | 635,808 | 20,833 | 20,833 | 3,131,466 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Total Stockholder's Equity [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Beginning balance, shares at Jan. 22, 2015 | 0 | |||||
Beginning Balance Stockholder's Equity, Including Portion Attributable to Noncontrolling Interest at Jan. 22, 2015 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Issuance of common stock | 200,000 | 200,000 | 0 | 200,000 | ||
Issuance of common stock under the DRIP | 0 | |||||
Issuance of limited partnership units | $ 2,000 | 0 | 2,000 | |||
Ending balance, shares at Dec. 31, 2015 | 20,833 | |||||
Ending Balance Stockholder's Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2015 | $ 202,000 | 200,000 | $ 0 | 200,000 | 0 | 2,000 |
Net loss | 0 | |||||
Issuance of common stock, number of shares | 11,257,889 | |||||
Issuance of common stock | 112,148,000 | 112,148,000 | $ 113,000 | 112,035,000 | ||
Offering costs- common stock | (13,618,000) | (13,618,000) | (13,618,000) | |||
Issuance of vested and nonvested restricted common stock | 15,000 | |||||
Issuance of vested and nonvested restricted common stock | $ 30,000 | 30,000 | 30,000 | |||
Issuance of common stock under the DRIP, shares | 83,717 | 83,717 | ||||
Issuance of common stock under the DRIP | $ 796,000 | 796,000 | $ 1,000 | 795,000 | ||
Amortization of nonvested common stock compensation | 50,000 | 50,000 | 50,000 | |||
Reclassification of noncontrolling interest to mezzanine equity | (2,000) | (2,000) | ||||
Distributions declared | $ (1,877,000) | (1,877,000) | (1,877,000) | |||
Ending balance, shares at Dec. 31, 2016 | 11,377,439 | |||||
Ending Balance Stockholder's Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2016 | $ 92,255,000 | 92,255,000 | $ 114,000 | $ 99,492,000 | (7,351,000) | $ 0 |
Net loss | $ (5,474,000) | $ (5,474,000) | $ (5,474,000) |
CONSOLIDATED STATEMENTS OF EQU6
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Common Stock Dividends Per Share Declared [Abstract] | |
Common Stock, Dividends, Per Share, Declared | $ 0.40 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ 0 | $ (5,474,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 0 | 1,252,000 |
Other amortization (including deferred financing costs, above/below market leases, leasehold interests and debt premium) | 0 | 104,000 |
Deferred rent | 0 | (207,000) |
Share based compensation | 0 | 80,000 |
Share discounts | 0 | 59,000 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 0 | (284,000) |
Other assets | 0 | (17,000) |
Accounts payable and accrued liabilities | 0 | 770,000 |
Accounts payable due to affiliates | 0 | 127,000 |
Prepaid rent | 0 | (31,000) |
Net cash used in operating activities | 0 | (3,621,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of real estate investments | 0 | (133,099,000) |
Capital expenditures | 0 | (23,000) |
Real estate deposit | 0 | (200,000) |
Net cash used in investing activities | 0 | (133,322,000) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Payments on mortgage loans payable | 0 | (60,000) |
Borrowings under the Line of Credit | 0 | 90,700,000 |
Payments on the of Line of Credit | 0 | (56,800,000) |
Proceeds from issuance of common stock | 200,000 | 111,024,000 |
Contribution from noncontrolling interest to operating partnership | 2,000 | 0 |
Deferred financing costs | 0 | (1,146,000) |
Payments of offering costs | 0 | (4,191,000) |
Distributions paid | 0 | (549,000) |
Net cash provided by financing activities | 202,000 | 138,978,000 |
NET CHANGE IN CASH | 202,000 | 2,035,000 |
CASH AND CASH EQUIVALENTS — Beginning of period | 0 | 202,000 |
CASH AND CASH EQUIVALENTS — End of period | 202,000 | 2,237,000 |
Cash paid for: | ||
Interest Paid | 0 | 203,000 |
The following represents the increase in certain assets and liabilities in connection with our acquisitions of operating properties: | ||
Other assets | 0 | 239,000 |
Mortgage loans payable, net | 0 | 4,129,000 |
Accounts payable and accrued liabilities | 0 | 212,000 |
Security deposits and prepaid rent | 0 | 648,000 |
Financing Activities: | ||
Issuance of common stock under the DRIP | 0 | 796,000 |
Distributions declared but not paid | 0 | 532,000 |
Accrued Contingent Advisor Payment | 0 | 5,404,000 |
Accrued stockholder servicing fee | 0 | 3,973,000 |
Reclassification of noncontrolling interest to mezzanine equity | 0 | 2,000 |
Receivable from transfer agent | 0 | 1,015,000 |
Accrued deferred financing costs | $ 0 | $ 14,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, was incorporated on January 23, 2015 and therefore we consider that our date of inception. We were initially capitalized on February 6, 2015 . We invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. We may also originate and acquire secured loans and real estate-related investments on an infrequent and opportunistic basis. We generally seek investments that produce current income. We intend to elect to be treated as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes beginning with our taxable year ended December 31, 2016. On February 16, 2016, we commenced our initial public offering, or our offering, in which we were offering to the public a minimum of $2,000,000 in shares of our Class T common stock, or the minimum offering, and a maximum of $3,000,000,000 in shares of our Class T common stock in our primary offering at a price of $10.00 per share. Effective June 17, 2016, we reallocated certain of the unsold shares of Class T common stock being offered and began offering shares of Class I common stock, such that we are currently offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in our primary offering, and up to an aggregate of $150,000,000 in shares of our Class T and Class I common stock pursuant to our distribution reinvestment plan, as amended, or the DRIP, aggregating up to $3,150,000,000 , or the maximum offering. The shares of our Class T common stock in our primary offering are being offered at a price of $10.00 per share. The shares of our Class I common stock in our primary offering were being offered at a price of $9.30 per share prior to March 1, 2017 and at $9.21 per share for all shares offered on or after March 1, 2017. See Note 21, Subsequent Events — Amendment to Dealer Manager Agreement and Change to Class I Common Stock Offering Price, for a further discussion. The shares of our Class T and Class I common stock issued pursuant to the DRIP were sold at a price of $9.50 per share prior to January 1, 2017 and at $9.40 per share for all shares issued pursuant to the DRIP on or after January 1, 2017 until our board of directors determines an estimated net asset value, or NAV, per share for our Class T shares. After our board of directors determines an estimated NAV per share of our Class T shares, participants in the DRIP will receive Class T shares and Class I shares, as applicable, at the most recently published estimated NAV per share of our Class T shares. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and the DRIP, and among classes of stock. The conditions of our minimum offering were satisfied on April 12, 2016, and we admitted our initial public subscribers as stockholders, excluding shares purchased by residents of Ohio, Washington and Pennsylvania (who were subject to higher minimum offering amounts). Having raised the minimum offering, the offering proceeds were released by the escrow agent to us on April 13, 2016 and were made available for the acquisition of properties and other purposes as disclosed in our prospectus dated February 16, 2016, as supplemented, or our prospectus, as filed with the United States Securities and Exchange Commission, or the SEC (provided that subscriptions from residents of Ohio, Washington and Pennsylvania were to continue to be held in escrow until we had received and accepted subscriptions aggregating at least $10,000,000 , $20,000,000 and $150,000,000 , respectively). The conditions of our minimum offering in Ohio, Washington and Pennsylvania were satisfied on June 14, 2016, July 8, 2016 and February 27, 2017, respectively, and as of such dates we were able to admit Ohio, Washington and Pennsylvania subscribers as stockholders. As of December 31, 2016 , we had received and accepted subscriptions in our offering for 11,257,889 aggregate shares of our Class T and Class I common stock, or approximately $112,079,000 , excluding subscriptions from residents in Pennsylvania (who we were not able to admit as stockholders until February 27, 2017 when we had received and accepted subscriptions aggregating at least $150,000,000 ) and shares of our common stock issued pursuant to the DRIP. We conduct substantially all of our operations through Griffin-American Healthcare REIT IV Holdings, LP, or our operating partnership. We are externally advised by Griffin-American Healthcare REIT IV Advisor, LLC, or Griffin-American Healthcare REIT IV Advisor, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor. The Advisory Agreement was effective as of February 16, 2016 and had a one-year term, subject to successive one-year renewals upon the mutual consent of the parties. The Advisory Agreement was renewed pursuant to the mutual consent of the parties on February 13, 2017 and expires on February 16, 2018. Our advisor uses its best efforts, subject to the oversight and review of our board of directors, to, among other things, research, identify, review and make investments in and dispositions of properties and securities on our behalf consistent with our investment policies and objectives. Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary. Our advisor is 75.0% owned and managed by American Healthcare Investors, LLC, or American Healthcare Investors, and 25.0% owned by a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital (formerly known as Griffin Capital Corporation), or collectively, our co-sponsors. Effective March 1, 2015, American Healthcare Investors is 47.1% owned by AHI Group Holdings, LLC, or AHI Group Holdings, 45.1% indirectly owned by Colony NorthStar, Inc. (NYSE: CLNS), or Colony NorthStar (formerly known as NorthStar Asset Management Group Inc. prior to its merger with Colony Capital, Inc. and NorthStar Realty Finance Corp. on January 10, 2017), and 7.8% owned by James F. Flaherty III, one of Colony NorthStar’s partners. We are not affiliated with Griffin Capital, Griffin Capital Securities, LLC, or Griffin Capital Securities, or our dealer manager, Colony NorthStar or Mr. Flaherty; however, we are affiliated with Griffin-American Healthcare REIT IV Advisor, American Healthcare Investors and AHI Group Holdings. We currently operate through two reportable business segments — medical office buildings and senior housing. As of December 31, 2016 , we had completed nine property acquisitions comprising 12 buildings, or approximately 623,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $138,820,000 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding our consolidated financial statements. Such consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying consolidated financial statements. Basis of Presentation Our accompanying consolidated financial statements include our accounts and those of our operating partnership and the wholly owned subsidiaries of our operating partnership, as well as any variable interest entities, or VIEs, in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and of which we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 810, Consolidation , or ASC Topic 810. We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the interests in properties acquired on our behalf. We are the sole general partner of o ur operating partnership, and as of December 31, 2016 and 2015, we owned greater than a 99.99% and a 99.00% general partnership interest, respectively, therein. Our advisor is a limited partner, and as of December 31, 2016 and 2015 owned less than than a 0.01% and a 1.00% noncontrolling limited partnership interest, respectively, in our operating partnership. Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of our accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted Cash Held in Escrow Restricted cash held in escrow of $229,000 as of December 31, 2016 is not included in our accompanying consolidated balance sheets. Restricted cash held in escrow consists of funds received in connection with subscription agreements from residents of Pennsylvania to purchase shares of our common stock in connection with our offering. Such funds were held in an escrow account and would not be released or available to us until we had raised the minimum offering of $150,000,000 required by the state of Pennsylvania. See Note 21, Subsequent Events — Status of Our Offering, for a further discussion. Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts We recognize revenue in accordance with ASC Topic 605, Revenue Recognition , or ASC Topic 605. ASC Topic 605 requires that all four of the following basic criteria be met before revenue is realized or realizable and earned: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. Tenant receivables are placed on nonaccrual status when management determines that collectability is not reasonably assured, and thus such revenue is recognized using the cash basis method. In accordance with ASC Topic 840, Leases , minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable or deferred rent liability, as applicable. Tenant reimbursement revenue, which comprises additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recognized and presented in accordance with ASC Subtopic 605-45, Revenue Recognition — Principal Agent Consideration , or ASC Subtopic 605-45. ASC Subtopic 605-45 requires that these reimbursements be recorded on a gross basis as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have credit risk. We recognize lease termination fees at such time when there is a signed termination letter agreement, all of the conditions of such agreement have been met and the tenant is no longer occupying the property. Tenant receivables and unbilled deferred rent receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. We also maintain an allowance for deferred rent receivables arising from the straight line recognition of rents. Such allowances are charged to bad debt expense, which is included in general and administrative in our accompanying consolidated statements of operations. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. As of December 31, 2016 and 2015, we did not have any allowances for uncollectible accounts. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015, we did not incur any bad debt expense. Real Estate Investments, Net We carry our operating properties at our historical cost less accumulated depreciation. The cost of operating properties includes the cost of land and completed buildings and related improvements. Expenditures that increase the service life of properties are capitalized and the cost of maintenance and repairs is charged to expense as incurred. The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years , and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, up to 15 years . Furniture, fixtures and equipment, if any, is depreciated over the estimated useful life, up to 10 years . When depreciable property is retired, replaced or disposed of, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is reflected in earnings. As part of the leasing process, we may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements, the allowance is considered to be a lease inducement and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs, e.g ., unilateral control of the tenant space during the build-out process. Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. Recognition of lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements when we are the owner of the leasehold improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date (and the date on which recognition of lease revenue commences) is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements. Impairment of Long-Lived and Intangible Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate that we carry at historical cost less accumulated depreciation, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination. If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If the estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not incur any impairment losses. Property Acquisitions In accordance with ASC Topic 805, Business Combinations , or ASC Topic 805, we, with assistance from independent valuation specialists, measure the fair value of tangible and identified intangible assets and liabilities, as applicable, based on their respective fair values for acquired properties. Our method for allocating the purchase price to acquired investments in real estate requires us to make subjective assessments for determining fair value of the assets acquired and liabilities assumed. This includes determining the value of the buildings, land, leasehold interests, furniture, fixtures and equipment, above- or below-market rent, in-place leases, master leases, above- or below-market debt assumed and derivative financial instruments assumed. These estimates require significant judgment and in some cases involve complex calculations. These allocation assessments directly impact our results of operations, as amounts allocated to certain assets and liabilities have different depreciation or amortization lives. In addition, we amortize the value assigned to above- or below-market rent as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our accompanying consolidated statements of operations. The determination of the fair value of land is based upon comparable sales data. In cases where a leasehold interest in the land is acquired, the value of the leasehold interest is determined by discounting the difference between the contract ground lease payments and a market ground lease payment back to a present value as of the acquisition date. The market ground lease payment is estimated as a percentage of the land value. The fair value of buildings is based upon our determination of the value as if it were to be replaced and vacant using cost data and discounted cash flow models similar to those used by independent appraisers. Factors considered by us include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. We also recognize the fair value of furniture, fixtures and equipment on the premises, if any, as well as the above- or below-market rent, the value of in-place leases, master leases, above- or below-market debt and derivative financial instruments assumed. The value of the above- or below-market component of the acquired in-place leases is determined based upon the present value (using a discount rate that reflects the risks associated with the acquired leases) of the difference between: (i) the level payment equivalent of the contract rent paid pursuant to the lease; and (ii) our estimate of market rent payments taking into account rent steps throughout the lease. In the case of leases with options, a case-by-case analysis is performed based on all facts and circumstances of the specific lease to determine whether the option will be assumed to be exercised. The amounts related to above-market leases are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to real estate revenue over the remaining non-cancelable lease term of the acquired leases with each property. The amounts related to below-market leases are included in identified intangible liabilities, net in our accompanying consolidated balance sheets and are amortized to real estate revenue over the remaining non-cancelable lease term plus any below-market renewal options of the acquired leases with each property. The value of in-place lease costs are based on management’s evaluation of the specific characteristics of the tenant’s lease and our overall relationship with the tenants. Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors. The in-place lease intangible represents the value related to the economic benefit for acquiring a property with in-place leases as opposed to a vacant property, which is evaluated based on a review of comparable leases for a similar property, terms and conditions for marketing and executing new leases, and implied in the difference between the value of the whole property “as is” and “as vacant”. The net amounts related to in-place lease costs are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to depreciation and amortization expense over the average downtime of the acquired leases with each property. The net amounts related to the value of tenant relationships, if any, would be included in identified intangible assets, net in our accompanying consolidated balance sheets and would be amortized to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases plus the market renewal lease term. The value of a master lease, if any, in which a previous owner or a tenant is relieved of specific rental obligations as additional space is leased, is determined by discounting the expected real estate revenue associated with the master lease space over the assumed lease-up period. The value of above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage at the time of assumption. The net value of above- or below-market debt is included in mortgage loan payable, net in our accompanying consolidated balance sheets and is amortized to interest expense over the remaining term of the assumed mortgage. The value of derivative financial instruments, if any, is determined in accordance with ASC Topic 820, Fair Value Measurements and Disclosures , or ASC Topic 820, and is included in derivative financial instruments in our accompanying consolidated balance sheets. The values of contingent consideration assets and liabilities, if any, are analyzed at the time of acquisition. For contingent purchase options, the fair market value of the acquired asset is compared to the specified option price at the exercise date. If the option price is below market, it is assumed to be exercised and the difference between the fair market value and the option price is discounted to the present value at the time of acquisition. These values are preliminary estimates in nature and subject to adjustments, which could be material. Any necessary adjustments will be finalized within one year from the date of acquisition. Fair Value Measurements We follow ASC Topic 820 to account for the fair value of certain assets and liabilities. ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. See Note 13, Fair Value Measurements , for a further discussion. Real Estate Deposits Real estate deposits include funds held by escrow agents and others to be applied towards the purchase of real estate. Other Assets, Net Other assets, net consist of deferred financing costs on the Line of Credit, as defined in Note 7, Line of Credit , prepaid expenses and deposits and deferred rent receivables. Deferred financing costs on the Line of Credit include amounts paid to lenders and others to obtain financing. Such costs are amortized using the straight-line method over the term of the Line of Credit, which approximates the effective interest rate method. Amortization of deferred financing costs on the Line of Credit is included in interest expense in our accompanying consolidated statements of operations. Prepaid expenses are amortized over the related contract periods. See Note 5, Other Assets, Net , for a further discussion. Stock Compensation We follow ASC Topic 718, Compensation — Stock Compensation , or ASC Topic 718, to account for our stock compensation pursuant to the 2015 Incentive Plan, or our incentive plan, and the 2015 Independent Directors Compensation Plan. See Note 11, Equity — 2015 Incentive Plan and Independent Directors Compensation Plan, for a further discussion of grants under such plans. Income Taxes We have not yet elected to be taxed as a REIT under the Code. We intend to elect to be taxed as a REIT under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT. To qualify and maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90.0% of our annual taxable income, excluding net capital gains, to our stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify and maintain our qualification as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to elect to be treated as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse affect on our net income and net cash available for distribution to our stockholders. Because of our intention to elect REIT status for our taxable year ended December 31, 2016, we did not benefit from the loss incurred for the year ended December 31, 2016 . We follow ASC Topic 740, Income Taxes , to recognize, measure, present and disclose in our accompanying consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return. As of December 31, 2016 and 2015, we did not have any tax benefits nor liabilities for uncertain tax positions that we believe should be recognized in our accompanying consolidated financial statements. Segment Disclosure ASC Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Accordingly, when we acquired our first medical office building in June 2016 and senior housing facility in December 2016, we added a new reportable segment at each such time. As of December 31, 2016 , we have determined that we operate through two reportable business segments, with activities related to investing in medical office buildings and senior housing. See Note 17, Segment Reporting, for a further discussion. GLA and Other Measures GLA and other measures used to describe real estate investments included in our accompanying consolidated financial statements are presented on an unaudited basis. Recently Issued or Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers , or ASU 2014-09, which replaces the existing accounting standards for revenue recognition. ASU 2014-09 provides a five-step framework to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. Since its issuance, the FASB has amended several aspects of ASU 2014-09, including provisions that address principal-versus-agent implementation guidance and identifying performance obligations. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. It may be adopted either by restating all years presented in the financial statements or by recording the impact of adoption as an adjustment to retained earnings at the beginning of the year of adoption. Our primary source of revenue is generated through leasing arrangements, which are excluded from ASU 2014-09 and its amendments, however, we expect that the adoption of ASU 2014-09 and its amendments on January 1, 2018 will impact the recognition of non-lease revenue, such as certain resident fees in any RIDEA facilities (a portion of which are not generated through leasing arrangements) that we acquire in the future. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, or ASU 2015-02, which amends the consolidation analysis required under ASC Topic 810. Specifically, ASU 2015-02: (i) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities; (ii) eliminates the presumption that a general partner should consolidate a limited partnership; and (iii) amends the effect of fee arrangements in the primary beneficiary determination. Further, the application of ASU 2015-02 permits the use of either the full retrospective or modified retrospective adoption approach. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. We adopted ASU 2015-02 on January 1, 2016, which did not have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03, which amends the presentation of debt issuance costs in the financial statements to present such costs as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Amortization of such costs is required to be reported as interest expense. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , or ASU 2015-15, which clarified that debt issuance costs associated with line of credit arrangements may continue to be presented as an asset, regardless of whether there are any outstanding borrowings on the line of credit arrangemen t. T he application of ASU 2015-03 requires retrospective adjustment of all prior periods presented. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. We adopted ASU 2015-03 on January 1, 2016, which did not have an impact on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, or ASU 2015-16, which eliminates the requirement to restate prior period financial statements for measurement period adjustments in a business combination. The cumulative effect of a measurement period adjustment as a result of a change in the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, is required to be recorded in the reporting period in which the adjustment amount is determined, rather than retrospectively. Further, ASU 2015-16 requires that the acquirer present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in the current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for interim and annual reporting periods beginning after December 15, 2015 and should be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not yet been made available for issuance. We adopted ASU 2015-16 on January 1, 2016, which did not have an impact on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , or ASU 2016-01, which amends the classification and measurement of financial instruments. ASU 2016-01 revises the accounting related to: (i) the classification and measurement of investments in equity securities; and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, with respect to only certain of the amendments in ASU 2016-01, for financial statements that have not yet been made available for issuance. ASU 2016-01 requires the application of the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with certain exceptions. We have not yet determined the impact the adoption of ASU 2016-01 on January 1, 2018 will have on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , or ASU 2016-02, which amends the guidance on accounting for leases, including extensive amendments to the disclosure requirements. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02, lessor accounting is largely unchanged. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance. ASU 2016-02 requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. As a result of the adoption of ASU 2016-02 on January 1, 2019, we will recognize all of our operating leases for which we are the lessee, including facilities leases and ground leases, on our consolidated balance sheets and will capitalize fewer legal costs related to the drafting and execution of our lease agreements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, or ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 requires disclosures about a change in accounting principle under ASC 250, Accounting Changes and Error Corrections, in the period of adoption. ASU 2016-09 is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted for financial statements that have not yet been made available for issuance. We adopted ASU 2016-09 on January 1, 2017, which did not have an impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expe |
Real Estate Investments, Net
Real Estate Investments, Net | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | 3. Real Estate Investments, Net Our real estate investments, net consisted of the following as of December 31, 2016 and 2015 : December 31, 2016 2015 Building and improvements $ 106,442,000 $ — Land 12,322,000 — 118,764,000 — Less: accumulated depreciation (822,000 ) — $ 117,942,000 $ — Depreciation expense for the year ended December 31, 2016 was $822,000 . We did not incur any depreciation expense for the period from January 23, 2015 (Date of Inception) through December 31, 2015. In addition to the acquisitions discussed below, for the year ended December 31, 2016, we had capital expenditures of $23,000 on our medical office buildings and $0 on our senior housing facilities. We reimburse our advisor or its affiliates for acquisition expenses related to selecting, evaluating and acquiring assets. The reimbursement of acquisition expenses, acquisition fees and real estate commissions and other fees paid to unaffiliated parties will not exceed, in the aggregate, 6.0% of the contract purchase price or total development costs, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors. For the year ended December 31, 2016 , such fees and expenses paid did not exceed 6.0% of the contract purchase price of our property acquisitions. We did not incur such fees and expenses for the period from January 23, 2015 (Date of Inception) through December 31, 2015. Acquisitions in 2016 For the year ended December 31, 2016 , we completed nine property acquisitions comprising 12 buildings from unaffiliated third parties. The aggregate contract purchase price of these properties was $138,820,000 and we incurred $6,247,000 in total acquisition fees to our advisor in connection with these property acquisitions. See Note 16, Business Combinations , for a further discussion. The following is a summary of our property acquisitions for the year ended December 31, 2016: Acquisition(1) Location Type Date Acquired Contract Purchase Price Mortgage Loan Payable(2) Line of Credit(3) Total Acquisition Fee(4) Auburn MOB Auburn, CA Medical Office 06/28/16 $ 5,450,000 $ — $ — $ 245,000 Pottsville MOB Pottsville, PA Medical Office 09/16/16 9,150,000 — — 412,000 Charlottesville MOB Charlottesville, VA Medical Office 09/22/16 20,120,000 — — 905,000 Rochester Hills MOB Rochester Hills, MI Medical Office 09/29/16 8,300,000 3,968,000 — 374,000 Cullman MOB III Cullman, AL Medical Office 09/30/16 16,650,000 — 12,000,000 749,000 Iron MOB Portfolio Cullman and Sylacauga, AL Medical Office 10/13/16 31,000,000 — 30,400,000 1,395,000 Mint Hill MOB Mint Hill, NC Medical Office 11/14/16 21,000,000 — 20,400,000 945,000 Lafayette Assisted Living Portfolio Lafayette, LA Senior Housing 12/01/16 16,750,000 — 17,500,000 754,000 Evendale MOB Evendale, OH Medical Office 12/13/16 10,400,000 — 10,400,000 468,000 Total $ 138,820,000 $ 3,968,000 $ 90,700,000 $ 6,247,000 ___________ (1) We own 100% of our properties acquired in 2016. (2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. (3) Represents a borrowing under the Line of Credit, as defined in Note 7, Line of Credit , at the time of acquisition. (4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25% of the contract purchase price upon the closing of the acquisition. In addition, the total acquisition fee includes a Contingent Advisor Payment, as defined in Note 12, Related Party Transactions , in the amount of 2.25% of the contract purchase price of the property acquired, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions. See Note 12, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. |
Identified Intangible Assets, N
Identified Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Identified Intangible Assets, Net | 4. Identified Intangible Assets, Net Identified intangible assets, net consisted of the following as of December 31, 2016 and 2015: December 31, 2016 2015 In-place leases, net of accumulated amortization of $430,000 as of December 31, 2016 (with a weighted average remaining life of 8.1 years as of December 31, 2016) $ 12,504,000 $ — Leasehold interests, net of accumulated amortization of $22,000 as of December 31, 2016 (with a weighted average remaining life of 71.5 years as of December 31, 2016) 6,390,000 — Above-market leases, net of accumulated amortization of $31,000 as of December 31, 2016 (with a weighted average remaining life of 6.3 years as of December 31, 2016) 779,000 — $ 19,673,000 $ — Amortization expense on identified intangible assets for the year ended December 31, 2016 was $483,000 , which included $31,000 of amortization recorded against real estate revenue for above-market leases and $22,000 of amortization recorded to rental expenses for leasehold interests in our accompanying consolidated statements of operations. We did no t incur any amortization expense on identified intangible assets for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . The aggregate weighted average remaining life of the identified intangible assets was 28.6 years as of December 31, 2016 . As of December 31, 2016 , estimated amortization expense on the identified intangible assets for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2017 $ 2,227,000 2018 2,099,000 2019 1,995,000 2020 1,778,000 2021 1,633,000 Thereafter 9,941,000 $ 19,673,000 |
Other Assets, Net
Other Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
Other Assets Disclosure [Text Block] | 5. Other Assets, Net Other assets, net consisted of the following as of December 31, 2016 and 2015: December 31, 2016 2015 Deferred financing costs, net of accumulated amortization of $112,000 as of December 31, 2016(1) $ 943,000 $ — Prepaid expenses and deposits 257,000 — Deferred rent receivables 207,000 — $ 1,407,000 $ — ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs, net only include costs related to the Line of Credit, as defined in Note 7, Line of Credit . Amortization expense on deferred financing costs of the Line of Credit for the year ended December 31, 2016 was $112,000 . Amortization expense on deferred financing costs of the Line of Credit is recorded to interest expense in our accompanying consolidated statements of operations. We did not incur any amortization expense on deferred financing costs of the Line of Credit for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . |
Mortgage Loans Payable, Net
Mortgage Loans Payable, Net | 12 Months Ended |
Dec. 31, 2016 | |
Mortgage Loan Payable, Net [Abstract] | |
Mortgage Loans Payable Disclosure [Text Block] | 6. Mortgage Loan Payable, Net As of December 31, 2016 , mortgage loan payable was $3,908,000 ( $3,965,000 , including premium and deferred financing costs, net). As of December 31, 2016 , we had one fixed-rate mortgage loan on Rochester Hills MOB with an interest rate of 5.25% per annum and a maturity date of August 1, 2029. We did not have any mortgage loan payable as of December 31, 2015 . We are required by the terms of certain loan documents to meet certain reporting requirements. We did no t have any mortgage loan payable, net as of December 31, 2015 . The changes in the carrying amount of mortgage loan payable consisted of the following for the year ended December 31, 2016 : Amount Beginning balance $ — Additions: Assumption of mortgage loan payable, net 4,129,000 Amortization of deferred financing costs(1) 2,000 Deductions: Deferred financing costs(1) (103,000 ) Scheduled principal payments on mortgage loan payable (60,000 ) Amortization of premium on mortgage loan payable (3,000 ) Ending balance $ 3,965,000 ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs only includes costs related to our mortgage loan payable. As of December 31, 2016 , the principal payments due on our mortgage loan payable for each of the next five years ending December 31 and thereafter were as follows: Year Amount 2017 $ 254,000 2018 268,000 2019 282,000 2020 298,000 2021 314,000 Thereafter 2,492,000 $ 3,908,000 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2016 | |
Line of Credit Facility [Abstract] | |
Lines Of Credit | 7. Line of Credit On August 25, 2016, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and us, collectively as guarantors, entered into a credit agreement, or the Credit Agreement, with Bank of America, N.A., or Bank of America, as administrative agent, swing line lender and letters of credit issuer; and KeyBank, National Association, or KeyBank, as syndication agent and letters of credit issuer, to obtain a revolving line of credit with an aggregate maximum principal amount of $100,000,000 , or the Line of Credit, subject to certain terms and conditions. On August 25, 2016, we also entered into separate revolving notes, or the Revolving Notes, with each of Bank of America and KeyBank, whereby we promised to pay the principal amount of each revolving loan and accrued interest to the respective lender or its registered assigns, in accordance with the terms and conditions of the Credit Agreement. The proceeds of loans made under the Line of Credit may be used for general working capital (including acquisitions), capital expenditures and other general corporate purposes not inconsistent with obligations under the Credit Agreement. We may obtain up to $20,000,000 in the form of standby letters of credit and up to $25,000,000 in the form of swing line loans. The Line of Credit matures on August 25, 2019, and may be extended for one 12 -month period during the term of the Credit Agreement subject to satisfaction of certain conditions, including payment of an extension fee. The maximum principal amount of the Credit Agreement may be increased by up to $100,000,000 , for a total principal amount of $200,000,000 , subject to: (i) the terms of the Credit Agreement; and (ii) at least five business days’ prior written notice to Bank of America. At our option, the Line of Credit bears interest at per annum rates equal to (a) (i) the Eurodollar Rate (as defined in the Credit Agreement) plus (ii) a margin ranging from 1.75% to 2.25% based on our Consolidated Leverage Ratio (as defined in the Credit Agreement), or (b) (i) the greater of: (1) the prime rate publicly announced by Bank of America, (2) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% , (3) the one-month Eurodollar Rate plus 1.00% , and (4) 0.00% , plus (ii) a margin ranging from 0.55% to 1.05% based on our Consolidated Leverage Ratio. Accrued interest on the Line of Credit is payable monthly. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions. We are required to pay a fee on the unused portion of the lenders’ commitments under the Credit Agreement at a per annum rate equal to 0.20% if the average daily used amount is greater than 50.0% of the commitments and 0.25% if the average daily used amount is less than or equal to 50.0% of the commitments, which fee shall be measured and payable on a quarterly basis. The Credit Agreement contains various affirmative and negative covenants that are customary for credit facilities and transactions of this type, including limitations on the incurrence of debt by our operating partnership and its subsidiaries. The Credit Agreement also imposes certain financial covenants based on the following criteria, which are specifically defined in the Credit Agreement: (a) Consolidated Leverage Ratio; (b) Consolidated Secured Leverage Ratio; (c) Consolidated Tangible Net Worth; (d) Consolidated Fixed Charge Coverage Ratio; (e) Unencumbered Indebtedness Yield; (f) Consolidated Unencumbered Leverage Ratio; (g) Consolidated Unencumbered Interest Coverage Ratio; (h) Secured Recourse Indebtedness; and (i) Consolidated Unsecured Indebtedness. The Credit Agreement permits us to add additional subsidiaries as guarantors. In the event of default, Bank of America has the right to terminate its obligations under the Credit Agreement, including the funding of future loans, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon. Additionally, in connection with the Credit Agreement, we also entered into a Pledge Agreement on August 25, 2016, pursuant to which we pledged the capital stock of our subsidiaries which own the real property to be included in the Unencumbered Property Pool, as such term is defined in the Credit Agreement. The pledged collateral will be released upon achieving a consolidated total asset value of at least $750,000,000 . As of December 31, 2016 , our aggregate borrowing capacity under the Line of Credit was $100,000,000 . As of December 31, 2016 , borrowings outstanding totaled $33,900,000 and $66,100,000 remained available under the Line of Credit. As of December 31, 2016 , the weighted average interest rate on borrowings outstanding was 4.30% per annum. |
Identified Intangible Liabiliti
Identified Intangible Liabilities, Net | 12 Months Ended |
Dec. 31, 2016 | |
Identified Intangible Liabilities [Abstract] | |
Identified Intangible Liabilities, Net | 8. Identified Intangible Liabilities, Net As of December 31, 2016 , identified intangible liabilities consisted of below-market leases of $1,063,000 , net of accumulated amortization of $60,000 . We did no t have any identified intangible liabilities as of December 31, 2015 . Amortization expense on below-market leases for the year ended December 31, 2016 was $60,000 . We did not incur any amortization expense on below-market leases for the period from January 23, 2015 (Date of Inception) through December 31, 2015. Amortization expense on below-market leases is recorded to real estate revenue in our accompanying consolidated statements of operations. The aggregate weighted average remaining life of below-market leases was 5.4 years as of December 31, 2016 . As of December 31, 2016 , estimated amortization expense on below-market leases for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2017 $ 265,000 2018 265,000 2019 237,000 2020 73,000 2021 51,000 Thereafter 172,000 $ 1,063,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Litigation We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows. Environmental Matters We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency. Other Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2016 | |
Redeemable Noncontrolling Interest [Line Items] | |
Redeemable Noncontrolling Interest | 10. Redeemable Noncontrolling Interest As of December 31, 2016 and 2015, we owned greater than a 99.99% and a 99.00% general partnership interest, respectively, in our operating partnership, and our advisor owned less than a 0.01% and a 1.00% limited partnership interest, respectively, in our operating partnership. The noncontrolling interest of our advisor in our operating partnership, which has redemption features outside of our control, is accounted for as a redeemable noncontrolling interest and is presented outside of permanent equity in our accompanying consolidated balance sheets. See Note 11, Equity — Noncontrolling Interest of Limited Partner in Operating Partnership, for a further discussion. In addition, see Note 12, Related Party Transactions — Liquidity Stage — Subordinated Participation Interest — Subordinated Distribution Upon Listing, and Note 12, Related Party Transactions — Subordinated Distribution Upon Termination, for a further discussion of the redemption features of the limited partnership units. We record the carrying amount of redeemable noncontrolling interest at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and distributions; or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interest consisted of the following for the year ended December 31, 2016 : Amount Balance — December 31, 2015 $ — Reclassification from equity 2,000 Net loss attributable to redeemable noncontrolling interest — Balance — December 31, 2016 $ 2,000 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity | 11. Equity Preferred Stock Our charter authorizes us to issue 200,000,000 shares of our preferred stock, par value $0.01 per share. As of December 31, 2016 and 2015, no shares of our preferred stock were issued and outstanding. Common Stock Our charter authorizes us to issue 1,000,000,000 shares of our common stock, par value $0.01 per share. We commenced our public offering of shares of our common stock on February 16, 2016, and as of such date we were offering to the public up to $3,150,000,000 of shares of our Class T common stock, consisting of up to $3,000,000,000 of shares of our Class T common stock at a price of $10.00 per share in our primary offering and up to $150,000,000 of shares of our Class T common stock for $9.50 per share pursuant to the DRIP. Effective June 17, 2016, we reallocated certain of the unsold shares of our Class T common stock being offered and began offering shares of our Class I common stock, such that we are currently offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in our primary offering, and up to an aggregate of $150,000,000 in shares of our Class T and Class I common stock pursuant to the DRIP. Subsequent to the reallocation, of the 1,000,000,000 shares of common stock authorized, 900,000,000 shares are classified as Class T common stock and 100,000,000 shares are classified as Class I common stock. The shares of our Class T common stock in the primary offering are being offered at a price of $10.00 per share. The shares of our Class I common stock in the primary offering were being offered at a price of $9.30 per share prior to March 1, 2017 and at $9.21 per share for all shares offered on or after March 1, 2017. See Note 21, Subsequent Events — Amendment to Dealer Manager Agreement and Change to Class I Common Stock Offering Price, for a further discussion. The shares of our Class T and Class I common stock issued pursuant to the DRIP were sold at a price of $9.50 per share prior to January 1, 2017 and at $9.40 per share for all shares issued pursuant to the DRIP on or after January 1, 2017 until our board of directors determines an estimated NAV per share for our Class T shares. After our board of directors determines an estimated NAV per share of our Class T shares, participants in the DRIP will receive Class T shares and Class I shares, as applicable, at the most recently published estimated NAV per share of our Class T shares. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and the DRIP, and among classes of stock. Each share of our common stock, regardless of class, will be entitled to one vote per share on matters presented to the common stockholders for approval; provided, however, that stockholders of one share class shall have exclusive voting rights on any amendment to our charter that would alter only the contract rights of that share class, and no stockholders of another share class shall be entitled to vote thereon. On February 6, 2015, our advisor acquired 22,222 shares of our Class T common stock for total cash consideration of $200,000 and was admitted as our initial stockholder. We used the proceeds from the sale of shares of our Class T common stock to our advisor to make an initial capital contribution to our operating partnership. We effected a reverse stock split as of July 23, 2015, whereby every 2.50 shares of our Class T common stock issued and outstanding were combined into one share of our Class T common stock, resulting in our advisor owning 8,889 shares of our Class T common stock following the reverse stock split. On October 22, 2015, we effected a stock split, whereby every share of our Class T common stock issued and outstanding was split into 2.343749 shares of our Class T common stock, resulting in our advisor owning 20,833 shares of our Class T common stock. On April 13, 2016, we granted an aggregate of 15,000 shares of our restricted common stock to our independent directors. Through December 31, 2016, we had issued 11,257,889 aggregate shares of our Class T and Class I common stock in connection with the primary portion of our offering and 83,717 aggregate shares of our Class T and Class I common stock pursuant to the DRIP. As of December 31, 2016 and 2015, we had 11,377,439 and 20,833 aggregate shares of our Class T and Class I common stock issued and outstanding, respectively. As of December 31, 2016, we had a receivable of $1,015,000 for offering proceeds, net of selling commissions and dealer manager fees, from our transfer agent, which was received in January 2017. Distribution Reinvestment Plan We have registered and reserved $150,000,000 in shares of our common stock for sale pursuant to the DRIP in our offering. The DRIP allows stockholders to purchase additional Class T shares and Class I shares of our common stock through the reinvestment of distributions during our offering. Prior to January 1, 2017, we issued both Class T shares and Class I shares pursuant to the DRIP at a price of $9.50 per share. Effective January 1, 2017, shares of both Class T shares and Class I shares issued pursuant to the DRIP are issued at a price of $9.40 per share until our board of directors determines an estimated NAV per share of our Class T shares. After our board of directors determines an estimated NAV per share of our Class T shares, participants in the DRIP will be issued Class T shares and Class I shares, as applicable, at the most recently published estimated NAV per share of our Class T shares. Pursuant to the DRIP, distributions with respect to Class T shares are reinvested in Class T shares and distributions with respect to Class I shares are reinvested in Class I shares. For the year ended December 31, 2016 , $796,000 in distributions were reinvested and 83,717 shares of our common stock were issued pursuant to the DRIP. No reinvestment of distributions were made for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . Share Repurchase Plan In February 2016, our board of directors approved a share repurchase plan. The share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases will be made at the sole discretion of our board of directors. Subject to the availability of the funds for share repurchases, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0% of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided, however, that shares subject to a repurchase requested upon the death of a stockholder will not be subject to this cap. Funds for the repurchase of shares of our common stock will come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to the DRIP. All repurchases will be subject to a one -year holding period, except for repurchases made in connection with a stockholder’s death or “qualifying disability,” as defined in our share repurchase plan. Further, all share repurchases will be repurchased following a one -year holding period at a price between 92.5% to 100% of each stockholder’s repurchase amount depending on the period of time their shares have been held. At any time we are engaged in an offering of shares of our common stock, the repurchase amount for shares repurchased under our share repurchase plan will always be equal to or lower than the applicable per share offering price. However, if shares of our common stock are repurchased in connection with a stockholder’s death or qualifying disability, the repurchase price will be no less than 100% of the price paid to acquire the shares of our common stock from us. Furthermore, our share repurchase plan provides that if there are insufficient funds to honor all repurchase requests, pending requests will be honored among all requests for repurchase in any given repurchase period, as follows: first, pro rata as to repurchases sought upon a stockholder’s death; next, pro rata as to repurchases sought by stockholders with a qualifying disability; and, finally, pro rata as to other repurchase requests. No share repurchases were requested or made for the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . 2015 Incentive Plan In February 2016, we adopted our incentive plan, pursuant to which our board of directors or a committee of our independent directors may make grants of options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, employees and consultants. The maximum number of shares of our common stock that may be issued pursuant to our incentive plan is 4,000,000 shares. Upon the election of our three independent directors to our board of directors on February 12, 2016, or the service inception date, the independent directors each became entitled to 5,000 shares of our restricted Class T common stock, as defined in our incentive plan, upon the initial release from escrow of the minimum offering. Having raised the minimum offering and upon the initial release from escrow, on April 13, 2016, or the grant date, we granted 5,000 shares of our restricted Class T common stock, as defined in our incentive plan, to each of our three independent directors in connection with their initial election to our board of directors, of which 20.0% immediately vested on the grant date and 20.0% will vest on each of the first four anniversaries of the grant date. Shares of our restricted common stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. Such restrictions expire upon vesting. Shares of our restricted common stock will have full voting rights and rights to distributions. From the service inception date to the grant date, we recognized compensation expense related to the shares of our restricted Class T common stock based on the reporting date fair value, which was estimated at $10.00 per share, the price paid to acquire one share of Class T common stock in our offering. After the grant date, compensation cost related to the shares of our restricted common stock is measured based on the grant date fair value. Stock compensation expense is recognized from the service inception date to the vesting date for each vesting tranche ( i.e. , on a tranche-by-tranche basis) using the accelerated attribution method. For the year ended December 31, 2016 , we recognized compensation expense of $80,000 , which is included in general and administrative in our accompanying consolidated statements of operations. We did not incur compensation expense for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the year ended December 31, 2016 , we did not assume any forfeitures. As of December 31, 2016 and 2015, there was $70,000 and $0 , respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to nonvested shares of our restricted common stock. This expense is expected to be recognized over a remaining weighted average period of 1.78 years. As of December 31, 2016 and 2015, the weighted average grant date fair value of the nonvested shares of our restricted common stock was $120,000 and $0 , respectively. A summary of the status of the nonvested shares of our restricted common stock as of December 31, 2016 and 2015 and the changes for the year ended December 31, 2016 is presented below: Number of Nonvested Shares of our Restricted Common Stock Weighted Average Grant Date Fair Value Balance — December 31, 2015 — $ — Granted 15,000 $ 10.00 Vested (3,000 ) $ 10.00 Forfeited — $ — Balance — December 31, 2016 12,000 $ 10.00 Expected to vest — December 31, 2016 12,000 $ 10.00 Offering Costs Selling Commissions Generally, we pay our dealer manager selling commissions of up to 3.0% of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to the primary offering. No selling commissions are payable on Class I shares or shares of our common stock sold pursuant to the DRIP. Our dealer manager may re-allow all or a portion of these fees to participating broker-dealers. For the year ended December 31, 2016 , we incurred $3,045,000 in selling commissions to our dealer manager, which are charged to stockholders’ equity as such amounts were paid to our dealer manager from the gross proceeds of our offering. We did not incur any selling commissions to our dealer manager for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . Dealer Manager Fee Prior to March 1, 2017, our dealer manager generally received a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class T and Class I shares of our common stock sold pursuant to the primary offering, of which 1.0% of the gross offering proceeds is funded by us. Effective March 1, 2017, we amended our Dealer Manager Agreement to amend the dealer manager fee payable to our dealer manager from the sale of Class I shares of our common stock sold pursuant to our primary offering. See Note 21, Subsequent Events — Amendment to Dealer Manager Agreement and Change to Class I Common Stock Offering Price, for a further discussion. No dealer manager fee is payable on shares of our common stock sold pursuant to the DRIP. Our dealer manager may re-allow all or a portion of these fees to participating broker-dealers. For the year ended December 31, 2016 , we incurred $1,106,000 in dealer manager fees to our dealer manager, which are charged to stockholders’ equity as such amounts were paid to our dealer manager or its affiliates from the gross proceeds of our offering. We did not incur any dealer manager fees to our dealer manager for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . See Note 12, Related Party Transactions — Offering Stage — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by our advisor. Stockholder Servicing Fee We pay our dealer manager a stockholder servicing fee with respect to our Class T shares sold as additional compensation to the dealer manager and participating broker-dealers. No stockholder servicing fee shall be paid with respect to Class I shares or shares sold pursuant to the DRIP. The stockholder servicing fee accrues daily equal to 1/365th of 1.0% of the purchase price per share of our Class T shares sold and is paid quarterly. We will cease paying the stockholder servicing fee with respect to our Class T shares sold in our offering upon the occurrence of certain defined events. Our dealer manager may re-allow to participating broker-dealers all or a portion of the stockholder servicing fee for services that such participating broker-dealers perform in connection with the shares of our Class T common stock. For the year ended December 31, 2016 , we incurred $4,052,000 to our dealer manager in connection with the stockholder servicing fee. We did not incur any stockholder servicing fee to our dealer manager for the period from January 23, 2015 (Date of Inception) through December 31, 2015. As of December 31, 2016 , we accrued $3,973,000 in connection with the stockholder servicing fee payable, which is included in accounts payable and accrued liabilities with a corresponding offset to stockholders’ equity in our accompanying consolidated balance sheets. Noncontrolling Interest of Limited Partner in Operating Partnership On February 6, 2015, our advisor made an initial capital contribution of $2,000 to our operating partnership in exchange for 222 Class T partnership units. Following our reverse stock split and the corresponding conversion of the partnership units of our operating partnership, our advisor owned 89 Class T partnership units effective as of July 23, 2015. On October 22, 2015, we effected a stock split, which increased the number of Class T partnership units outstanding to 208 . Upon the effectiveness of the Advisory Agreement on February 16, 2016, Griffin-American Healthcare REIT IV Advisor became our advisor. As our advisor, Griffin-American Healthcare REIT IV Advisor is entitled to redemption rights of its limited partnership units. Therefore, as of February 16, 2016, such limited partnership units no longer meet the criteria for classification within the equity section of our accompanying consolidated balance sheets, and as such, were reclassified outside of permanent equity, as a mezzanine item, in our accompanying consolidated balance sheets. See Note 10, Redeemable Noncontrolling Interest , for a further discussion. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Fees and Expenses Paid to Affiliates All of our executive officers and one of our non-independent directors are also executive officers and employees and/or holders of a direct or indirect interest in our advisor, one of our co-sponsors or other affiliated entities. We are affiliated with our advisor, American Healthcare Investors and AHI Group Holdings; however, we are not affiliated with Griffin Capital, Griffin Capital Securities, Colony NorthStar or Mr. Flaherty. We entered into the Advisory Agreement, which entitles our advisor and its affiliates to specified compensation for certain services, as well as reimbursement of certain expenses. For the year ended December 31, 2016 , we incurred $9,112,000 in fees and expenses to our affiliates as detailed below. We did not incur any fees and expenses to our affiliates for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . Offering Stage Dealer Manager Fee Prior to March 1, 2017, our dealer manager generally received a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class T and Class I shares of our common stock sold pursuant to the primary offering, of which 2.0% of the gross offering proceeds is funded by our advisor. Effective March 1, 2017, we amended our Dealer Manager Agreement to amend the dealer manager fee payable to our dealer manager from the sale of Class I shares of common stock sold pursuant to our primary offering. See Note 21, Subsequent Events — Amendment to Dealer Manager Agreement and Change to Class I Common Stock Offering Price, for a further discussion. No dealer manager fee is payable on shares of our common stock sold pursuant to the DRIP. Our advisor intends to recoup the portion of the dealer manager fee it funds through the receipt of the Contingent Advisor Payment from us, as described below, through the payment of acquisition fees. For the year ended December 31, 2016 , we incurred $2,212,000 payable to our advisor as part of the Contingent Advisor Payment in connection with the dealer manager fee that our advisor had incurred. We did not incur any dealer manager fees to our advisor for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . As of December 31, 2015 , our advisor had no t incurred any dealer manager fees as we commenced our offering in February 2016. As of December 31, 2016 , we accrued $2,212,000 as part of the Contingent Advisor Payment related to the dealer manager fee that our advisor had incurred, which is included in accounts payable due to affiliates with a corresponding offset to stockholders’ equity in our accompanying consolidated balance sheets. As of December 31, 2016 , we have not paid any amounts to our advisor in connection with the Contingent Advisor Payment. See Note 11, Equity — Offering Costs — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by us. Other Organizational and Offering Expenses Our other organizational and offering expenses in connection with our offering (other than selling commissions, the dealer manager fee and the stockholder servicing fee) are funded by our advisor. Our advisor intends to recoup such expenses it funds through the receipt of the Contingent Advisor Payment from us, as described below, through the payment of acquisition fees. We anticipate that our other organizational and offering expenses will not exceed 1.0% of the gross offering proceeds for shares of our common stock sold pursuant to our primary offering. No other organizational and offering expenses will be paid with respect to shares of our common stock sold pursuant to the DRIP. For the year ended December 31, 2016 , we incurred $3,192,000 payable to our advisor as part of the Contingent Advisor Payment in connection with the other organizational and offering expenses that our advisor had incurred. We did not incur any other organizational and offering expenses to our advisor or its affiliates for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . As of December 31, 2015 , our advisor has incurred other organizational and offering expenses of approximately $1,606,000 on our behalf, which expenses were not recorded in our consolidated balance sheets because such costs did not become our liability until we reached the minimum offering on April 12, 2016. As of December 31, 2016 , we recorded $3,192,000 as part of the Contingent Advisor Payment related to the other organizational and offering expenses that our advisor had incurred, which is included in accounts payable due to affiliates with a corresponding offset to stockholders’ equity in our accompanying consolidated balance sheets. As of December 31, 2016 , we have not paid any amounts to our advisor in connection with the Contingent Advisor Payment. Acquisition and Development Stage Acquisition Fee We pay our advisor an acquisition fee of up to 4.50% of the contract purchase price, including any contingent or earn-out payments that may be paid, of each property we acquire or, with respect to any real estate-related investment we originate or acquire, up to 4.25% of the origination or acquisition price, including any contingent or earn-out payments that may be paid. The 4.50% or 4.25% acquisition fees consist of a 2.25% or 2.00% base acquisition fee, or the base acquisition fee, for real estate and real estate-related acquisitions, respectively, and an additional 2.25% contingent advisor payment, or the Contingent Advisor Payment. The Contingent Advisor Payment allows our advisor to recoup the portion of the dealer manager fee and other organizational and offering expenses funded by our advisor. Therefore, the amount of the Contingent Advisor Payment paid upon the closing of an acquisition shall not exceed the then outstanding amounts paid by our advisor for dealer manager fees and other organizational and offering expenses at the time of such closing. For these purposes, the amounts paid by our advisor and considered as “outstanding” will be reduced by the amount of the Contingent Advisor Payment previously paid. Notwithstanding the foregoing, the initial $7,500,000 of amounts paid by our advisor to fund the dealer manager fee and other organizational and offering expenses, or the Contingent Advisor Payment Holdback, shall be retained by us until the later of the termination of our last public offering or the third anniversary of the commencement date of our initial public offering, at which time such amount shall be paid to our advisor or its affiliates. In connection with any subsequent public offering of shares of our common stock, the Contingent Advisor Payment Holdback may increase, based upon the maximum offering amount in such subsequent public offering and the amount sold in prior offerings. Our advisor or its affiliates will be entitled to receive these acquisition fees for properties and real estate-related investments acquired with funds raised in our offering, including acquisitions completed after the termination of the Advisory Agreement (including imputed leverage of 50.0% on funds raised in our offering), or funded with net proceeds from the sale of a property or real estate-related investment, subject to certain conditions. Our advisor may waive or defer all or a portion of the acquisition fee at any time and from time to time, in our advisor’s sole discretion. The base acquisition fee in connection with the acquisition of properties is expensed as incurred in accordance with ASC Topic 805 and included in acquisition related expenses in our accompanying consolidated statements of operations. The base acquisition fee in connection with the acquisition of real estate-related investments is capitalized as part of the associated investment in our accompanying consolidated balance sheets. For the year ended December 31, 2016 , we paid base acquisition fees of $3,124,000 to our advisor. We did not pay any base acquisition fees to our advisor for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . The Contingent Advisor Payment is used to decrease the liability we incur to our advisor in connection with the dealer manager fee and other organizational and offering expenses. For a further discussion of amounts paid in connection with the Contingent Advisor Payment, see Dealer Manager Fee and Other Organizational and Offering Expenses, above. In addition, see Note 3, Real Estate Investments, Net , for a further discussion. Development Fee In the event our advisor or its affiliates provide development-related services, we pay our advisor or its affiliates a development fee in an amount that is usual and customary for comparable services rendered for similar projects in the geographic market where the services are provided; however, we will not pay a development fee to our advisor or its affiliates if our advisor or its affiliates elect to receive an acquisition fee based on the cost of such development. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not incur any development fees to our advisor or its affiliates. Reimbursement of Acquisition Expenses We reimburse our advisor or its affiliates for acquisition expenses related to selecting, evaluating and acquiring assets, which will be reimbursed regardless of whether an asset is acquired. The reimbursement of acquisition expenses, acquisition fees and real estate commissions paid to unaffiliated parties will not exceed, in the aggregate, 6.0% of the contract purchase price of the property or real estate-related investment or total development costs or 6.0% of the funds advanced in a loan, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction. Reimbursements of acquisition expenses are expensed as incurred in accordance with ASC Topic 805 and included in acquisition related expenses in our accompanying consolidated statements of operations. Reimbursements of acquisition expenses in connection with the acquisition of real estate-related investments are capitalized as part of the associated investment in our accompanying consolidated balance sheets. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not incur any such acquisition expenses to our advisor or its affiliates. Operational Stage Asset Management Fee We pay our advisor or its affiliates a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.80% of average invested assets. For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate properties and real estate-related investments, before deducting depreciation, amortization, bad debt and other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation. Our advisor agreed to waive certain asset management fees that may otherwise have been due to our advisor pursuant to the Advisory Agreement until such time as the amount of such waived asset management fees was equal to the amount of distributions payable to our stockholders for the period beginning on May 1, 2016 and ending on the date of the acquisition of our first property or real estate-related investment, as such terms are defined in the Advisory Agreement. Accordingly, pursuant to such waiver, asset management fees of $80,000 that would have been incurred during the year ended December 31, 2016 were waived by our advisor. Our advisor did not receive any additional securities, shares of our stock, or any other form of consideration or any repayment as a result of the waiver of such asset management fees. For the year ended December 31, 2016, we incurred $151,000 in asset management fees to our advisor. We did not incur any asset management fees to our advisor or its affiliates for the period from January 23, 2015 (Date of Inception) through December 31, 2015. Asset management fees are included in general and administrative in our accompanying consolidated statements of operations. Property Management Fee Our advisor or its affiliates may provide property management services with respect to our properties or may sub-contract these duties to any third party and provide oversight of such third-party property manager. We pay our advisor or its affiliates a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows: (i) a 1.0% property management oversight fee for any stand-alone, single-tenant, net leased property, except for such properties operated utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Code authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008), for which we pay a property management oversight fee of 1.5% of the gross monthly cash receipts with respect to such property; (ii) a property management oversight fee of 1.5% of the gross monthly cash receipts of any property that is not a stand-alone, single-tenant, net leased property and for which our advisor or its affiliates provide oversight of a third party that performs the duties of a property manager with respect to such property; or (iii) a fair and reasonable property management fee that is approved by a majority of our directors, including a majority of our independent directors, that is not less favorable to us than terms available from unaffiliated third parties for any property that is not a stand-alone, single-tenant, net leased property and for which our advisor or its affiliates directly serve as the property manager without sub-contracting such duties to a third party. Property management fees are included in rental expenses in our accompanying consolidated statements of operations. For the year ended December 31, 2016, we incurred property management fees of $47,000 to our advisor or its affiliates. We did not incur any property management fees to our advisor or its affiliates for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . Lease Fees We may pay our advisor or its affiliates a separate fee for any leasing activities in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Such fee is generally expected to range from 3.0% to 6.0% of the gross revenues generated during the initial term of the lease. Lease fees are capitalized as lease commissions and are included in other assets, net in our accompanying consolidated balance sheets. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not incur any lease fees to our advisor or its affiliates. Construction Management Fee In the event that our advisor or its affiliates assist with planning and coordinating the construction of any capital or tenant improvements, we pay our advisor or its affiliates a construction management fee of up to 5.0% of the cost of such improvements. Construction management fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets or are expensed and included in our accompanying consolidated statements of operations, as applicable. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not incur any construction management fees to our advisor or its affiliates. Operating Expenses We reimburse our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations. However, we cannot reimburse our advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of: (i) 2.0% of our average invested assets, as defined in the Advisory Agreement; or (ii) 25.0% of our net income, as defined in the Advisory Agreement, unless our independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient. For the 12 months ended December 31, 2016 , our operating expenses exceeded this limitation by $437,000 . Our operating expenses as a percentage of average invested assets and as a percentage of net income were 3.3% and (27.5)% , respectively, for the 12 months ended December 31, 2016 . We raised the minimum offering and had funds held in escrow released to us to commence real estate operations in April 2016. We purchased our first property in June 2016. At this early stage of our operations, our general and administrative expenses are relatively high compared with our net income and our average invested assets. Our board of directors determined that the relationship of our general and administrative expenses to our funds from operations and our average invested assets was justified for the 12 months ended December 31, 2016 given the costs of operating a public company and the early stage of our operations. For the year ended December 31, 2016 , our advisor incurred operating expenses on our behalf of $386,000 . Our advisor or its affiliates did not incur any operating expenses on our behalf for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . Operating expenses are generally included in general and administrative in our accompanying consolidated statements of operations. Compensation for Additional Services We pay our advisor and its affiliates for services performed for us other than those required to be rendered by our advisor or its affiliates under the Advisory Agreement. The rate of compensation for these services has to be approved by a majority of our board of directors, including a majority of our independent directors, and cannot exceed an amount that would be paid to unaffiliated parties for similar services. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , our advisor and its affiliates were not compensated for any additional services. Liquidity Stage Disposition Fees For services relating to the sale of one or more properties, we pay our advisor or its affiliates a disposition fee up to the lesser of 2.0% of the contract sales price or 50.0% of a customary competitive real estate commission given the circumstances surrounding the sale, in each case as determined by our board of directors, including a majority of our independent directors, upon the provision of a substantial amount of the services in the sales effort. The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated parties, will not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not incur any disposition fees to our advisor or its affiliates. Subordinated Participation Interest Subordinated Distribution of Net Sales Proceeds In the event of liquidation, we will pay our advisor a subordinated distribution of net sales proceeds. The distribution will be equal to 15.0% of the remaining net proceeds from the sales of properties, after distributions to our stockholders, in the aggregate, of: (i) a full return of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan); plus (ii) an annual 6.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock, as adjusted for distributions of net sales proceeds. Actual amounts to be received depend on the sale prices of properties upon liquidation. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not pay any such distributions to our advisor. Subordinated Distribution Upon Listing Upon the listing of shares of our common stock on a national securities exchange, in redemption of our advisor’s limited partnership units, we will pay our advisor a distribution equal to 15.0% of the amount by which: (i) the market value of our outstanding common stock at listing plus distributions paid prior to listing exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the amount of cash equal to an annual 6.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the date of listing. Actual amounts to be received depend upon the market value of our outstanding stock at the time of listing, among other factors. For the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not pay any such distributions to our advisor. Subordinated Distribution Upon Termination Pursuant to the Agreement of Limited Partnership, as amended, of our operating partnership upon termination or non-renewal of the Advisory Agreement, our advisor will also be entitled to a subordinated distribution in redemption of its limited partnership units from our operating partnership equal to 15.0% of the amount, if any, by which: (i) the appraised value of our assets on the termination date, less any indebtedness secured by such assets, plus total distributions paid through the termination date, exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) an d the total amount of cash equal to an annual 6.0% cumula tive, non-compounded return on the gross proceeds from the sale of shares of our common stock through the termination date. In addition, our advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing or other liquidity event, including a liquidation, sale of substantially all of our assets or merger in which our stockholders receive in exchange for their shares of our common stock, shares of a company that are traded on a national securities exchange. As of December 31, 2016 , we had not recorded any charges to earnings related to the subordinated distribution upon termination. Stock Purchase Plans On February 29, 2016, our Chief Executive Officer and Chairman of the Board of Directors, Jeffrey T. Hanson, our President and Chief Operating Officer, Danny Prosky, and our Executive Vice President and General Counsel, Mathieu B. Streiff, each executed stock purchase plans, or the 2016 Stock Purchase Plans, whereby they each irrevocably agreed to invest 100% of their net after-tax base salary and cash bonus compensation earned as employees of American Healthcare Investors directly into our company by purchasing shares of our Class T common stock. In addition, on February 29, 2016, three Executive Vice Presidents of American Healthcare Investors, including our Executive Vice President of Acquisitions, Stefan K.L. Oh, each executed similar 2016 Stock Purchase Plans whereby they each irrevocably agreed to invest a portion of their net after-tax base salary or a portion of their net after-tax base salary and cash bonus compensation, ranging from 10.0% to 15.0% , as employees of American Healthcare Investors directly into our company by purchasing shares of our Class T common stock. The 2016 Stock Purchase Plans terminated on December 31, 2016. Purchases of shares of our Class T common stock pursuant to the 2016 Stock Purchase Plans commenced after the initial release from escrow of the minimum offering amount, beginning with the officers’ regularly scheduled payroll payment on April 13, 2016. The shares of Class T common stock were purchased at a price of $9.60 per share, reflecting the purchase price of the shares in our offering, exclusive of selling commissions and the dealer manager fee. On December 30, 2016, Messrs. Hanson, Prosky, and Streiff each executed stock purchase plans for the purchase of shares of our Class I common stock, or the 2017 Stock Purchase Plans, on terms similar to their 2016 Stock Purchase Plans. In addition, on December 30, 2016, three Executive Vice Presidents of American Healthcare Investors, including Mr. Oh, each executed similar 2017 Stock Purchase Plans whereby they each irrevocably agreed to invest a portion of their net after-tax base salary or a portion of their net after-tax base salary and cash bonus compensation, ranging from 5.0% to 15.0% , as employees of American Healthcare Investors directly into our company by purchasing shares of our Class I common stock. The 2017 Stock Purchase Plans terminate on December 31, 2017 or earlier upon the occurrence of certain events, such as any earlier termination of our public offering of securities, unless otherwise renewed or extended. Purchases of shares of our Class I common stock pursuant to the 2017 Stock Purchase Plans commenced beginning with the officers’ regularly scheduled payroll payment on January 23, 2017. The shares of Class I common stock will be purchased pursuant to the 2017 Stock Purchase Plans at a price of $9.21 per share, reflecting the purchase price of shares of Class I common stock offered to the public reduced by the dealer manager fees funded by us. No selling commissions, dealer manager fees (including the portion of such dealer manager fees funded by our advisor) or stockholder servicing fees will be paid with respect to such sales of our Class I common stock. For the year ended December 31, 2016 , our officers invested the following amounts and we issued the following shares of our Class T common stock pursuant to the applicable stock purchase plan: Officer’s Name Title Amount Shares Jeffrey T. Hanson Chief Executive Officer and Chairman of the Board of Directors $ 184,000 19,213 Danny Prosky President and Chief Operating Officer 204,000 21,265 Mathieu B. Streiff Executive Vice President and General Counsel 199,000 20,707 Stefan K.L. Oh Executive Vice President of Acquisitions 23,000 2,447 $ 610,000 63,632 Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of December 31, 2016 and 2015: December 31, Fee 2016 2015 Contingent Advisor Payment $ 5,404,000 $ — Asset management fees 83,000 — Property management fees 24,000 — Operating expenses 20,000 — $ 5,531,000 $ — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements Financial Instruments Disclosed at Fair Value ASC Topic 825, Financial Instruments, requires disclosure of the fair value of financial instruments, whether or not recognized on the face of the balance sheet. Fair value is defined under ASC Topic 820. Our accompanying consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts and other receivables, real estate deposit, accounts payable and accrued liabilities, accounts payable due to affiliates, mortgage loan payable and borrowings under the Line of Credit. We consider the carrying values of cash and cash equivalents, accounts and other receivables, real estate deposit and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics, market data and because of the short period of time between origination of the instruments and their expected realization. The fair value of cash and cash equivalents is classified in Level 1 of the fair value hierarchy. The fair value of accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable. The fair value of the other financial instruments is classified in Level 2 of the fair value hierarchy. The fair value of the mortgage loan payable and the Line of Credit is estimated using a discounted cash flow analysis using borrowing rates available to us for debt instruments with similar terms and maturities. As of December 31, 2016, the fair value of the mortgage loan payable was $4,131,000 , compared to the carrying value of $3,965,000 . As of December 31, 2016, the fair value of the Line of Credit was $33,899,000 , compared to the carrying value of $32,957,000 . We did not have any mortgage loan payable nor line of credit as of December 31, 2015. We have determined that the mortgage loan payable and the Line of Credit are classified in Level 2 within the fair value hierarchy. |
Tax Treatment of Distributions
Tax Treatment of Distributions | 12 Months Ended |
Dec. 31, 2016 | |
Tax Treatment Of Distributions Disclosure [Abstract] | |
Tax Treatment of Distributions Disclosure | 14. Tax Treatment of Distributions For federal income tax purposes, distributions to stockholders are characterized as ordinary income, capital gain distributions or nontaxable distributions. Nontaxable distributions will reduce U.S. stockholders’ basis (but not below zero) in their shares. For the period from January 23, 2015 (Date of Inception) through December 31, 2015, we did not incur any distributions to our stockholders. The income tax treatment for distributions reportable for the year ended December 31, 2016 was as follows: Year Ended December 31, 2016 Ordinary income $ — — % Capital gain — — Return of capital 1,345,000 100 $ 1,345,000 100 % Amounts listed above do not include distributions paid on nonvested shares of our restricted common stock which have been separately reported. |
Future Minimum Rent
Future Minimum Rent | 12 Months Ended |
Dec. 31, 2016 | |
Future Minimum Rent [Abstract] | |
Operating Leases of Lessor Disclosure [Text Block] | 15. Future Minimum Rent Rental Income We have operating leases with tenants that expire at various dates through 2031 and in some cases are subject to scheduled fixed increases or adjustments based on a consumer price index. Generally, our leases grant tenants renewal options. Our leases also generally provide for additional rents based on certain operating expenses. Future minimum base rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of December 31, 2016 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2017 $ 11,078,000 2018 11,095,000 2019 11,174,000 2020 10,627,000 2021 10,190,000 Thereafter 35,259,000 $ 89,423,000 Rental Expense We have ground and other lease obligations that generally require fixed annual rental payments and may also include escalation clauses and renewal options. These leases expire at various dates through 2107, excluding extension options. Future minimum lease obligations under non-cancelable ground and other lease obligations as of December 31, 2016 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2017 $ 32,000 2018 32,000 2019 33,000 2020 33,000 2021 33,000 Thereafter 2,756,000 $ 2,919,000 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 16. Business Combinations For the year ended December 31, 2016 , using net proceeds from our offering and debt financing, we completed nine property acquisitions comprising 12 buildings, which have been accounted for as business combinations. The aggregate contract purchase price for these property acquisitions was $138,820,000 , plus closing costs and base acquisition fees of $4,476,000 , which are included in acquisition related expenses in our accompanying consolidated statements of operations. See Note 3, Real Estate Investments, Net , for a listing of the properties acquired, acquisition dates and the amount of financing initially incurred in connection with such acquisitions. In addition, we incurred Contingent Advisor Payments of $3,123,000 to our advisor for these property acquisitions. See Note 12, Related Party Transactions , for a further discussion of the Contingent Advisor Payment. We did not complete any property acquisitions for the period from January 23, 2015 (Date of Inception) through December 31, 2015 . Results of operations for these property acquisitions during the year ended December 31, 2016 are reflected in our accompanying consolidated statements of operations for the period from the date of acquisition of each property through December 31, 2016 . For the period from the acquisition date through December 31, 2016 , we recognized the following amounts of revenue and net income (loss) for the property acquisitions: Acquisition Revenue Net Income (Loss) Auburn MOB $ 432,000 $ 144,000 Pottsville MOB $ 311,000 $ 136,000 Charlottesville MOB $ 555,000 $ 203,000 Rochester Hills MOB $ 288,000 $ 35,000 Cullman MOB III $ 403,000 $ 151,000 Iron MOB Portfolio $ 701,000 $ 147,000 Mint Hill MOB $ 270,000 $ 75,000 Lafayette Assisted Living Portfolio $ 127,000 $ 73,000 Evendale MOB $ 69,000 $ (10,000 ) The fair values of the assets acquired and liabilities assumed during 2016 were preliminary estimates determined using the income, cost and market approaches. Any necessary adjustments will be finalized within one year from the date of acquisition. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our nine property acquisitions in 2016: Auburn MOB Pottsville MOB Charlottesville MOB Rochester Hills MOB Cullman MOB III Building and improvements $ 4,600,000 $ 7,050,000 $ 13,330,000 $ 5,763,000 $ 13,989,000 Land 406,000 1,493,000 4,768,000 1,727,000 — In-place leases 386,000 740,000 2,030,000 1,089,000 1,249,000 Leasehold interests — — — — 1,412,000 Total assets acquired 5,392,000 9,283,000 20,128,000 8,579,000 16,650,000 Mortgage loan payable, net — — — 4,129,000 — Below-market leases — 133,000 — 117,000 — Total liabilities assumed — 133,000 — 4,246,000 — Net assets acquired $ 5,392,000 $ 9,150,000 $ 20,128,000 $ 4,333,000 $ 16,650,000 Iron MOB Portfolio Mint Hill MOB Lafayette Assisted Living Portfolio Evendale MOB Building and improvements $ 25,050,000 $ 16,585,000 $ 12,469,000 $ 7,583,000 Land — — 2,308,000 1,620,000 In-place leases 2,563,000 1,705,000 1,973,000 1,199,000 Above-market leases 790,000 — — 20,000 Leasehold interests 2,953,000 2,047,000 — — Total assets acquired 31,356,000 20,337,000 16,750,000 10,422,000 Below-market leases 646,000 — — 227,000 Total liabilities assumed 646,000 — — 227,000 Net assets acquired $ 30,710,000 $ 20,337,000 $ 16,750,000 $ 10,195,000 Assuming the property acquisitions in 2016 discussed above had occurred on January 23, 2015 (Date of Inception), for the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , unaudited pro forma revenue, net income (loss), net income (loss) attributable to controlling interest and net income (loss) per Class T and Class I common share attributable to controlling interest — basic and diluted would have been as follows: Year Ended Period from January 23, 2015 (Date of Inception) through December 31, 2016 December 31, 2015 Revenue $ 14,654,000 $ 13,726,000 Net income (loss) $ 2,077,000 $ (1,179,000 ) Net income (loss) attributable to controlling interest $ 2,077,000 $ (1,179,000 ) Net income (loss) per Class T and Class I common share attributable to controlling interest — basic and diluted $ 0.12 $ (0.08 ) The unaudited pro forma adjustments assume that the offering proceeds, at a price of $10.00 per share, net of offering costs, were raised as of January 23, 2015 (Date of Inception). In addition, acquisition related expenses associated with the acquisitions have been excluded from the pro forma results in 2016 and included in the 2015 pro forma results. The pro forma results are not necessarily indicative of the operating results that would have been obtained had the acquisitions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | 17. Segment Reporting ASC Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. As of December 31, 2016, we evaluated our business and made resource allocations based on two reportable business segments — medical office buildings and senior housing. Our medical office buildings are typically leased to multiple tenants under separate leases in each building, thus requiring active management and responsibility for many of the associated operating expenses (although many of these are, or can effectively be, passed through to the tenants). Our senior housing facilities are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under “triple-net” and generally “master” leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. We evaluate performance based upon segment net operating income. We define segment net operating income as total revenues, less rental expenses, which excludes depreciation and amortization, general and administrative expenses, acquisition related expenses and interest expense for each segment. We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement. However, we believe that segment net operating income serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis. Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance. Non-segment assets primarily consist of corporate assets including cash and cash equivalents, other receivables, real estate deposits and other assets not attributable to individual properties. We had no operations during the period from January 23, 2015 (Date of Inception) through December 31, 2015. Summary information for the reportable segments during the year ended December 31, 2016 was as follows: Medical Office Buildings Senior Housing Year Ended December 31, 2016 Revenue: Real estate revenue $ 3,029,000 $ 127,000 $ 3,156,000 Expenses: Rental expenses 887,000 11,000 898,000 Segment net operating income $ 2,142,000 $ 116,000 $ 2,258,000 Expenses: General and administrative $ 1,221,000 Acquisition related expenses 4,745,000 Depreciation and amortization 1,252,000 Loss from operations (4,960,000 ) Interest expense (including amortization of deferred financing costs and debt premium) (514,000 ) Net loss $ (5,474,000 ) Assets by reportable segment as of December 31, 2016 and 2015 were as follows: December 31, 2016 2015 Medical office buildings $ 123,223,000 $ — Senior housing 16,758,000 — Other 2,777,000 202,000 Total assets $ 142,758,000 $ 202,000 |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2016 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | 18. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk are primarily cash and cash equivalents, accounts and other receivables and real estate deposits. Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased. We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. As of December 31, 2016 , we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants is limited. In general, we perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution. Based on leases in effect as of December 31, 2016 , four states in the United States accounted for 10.0% or more of our annualized base rent of our total property portfolio. Our properties located in Alabama, Virginia, North Carolina and Louisiana accounted for approximately 36.0% , 16.8% , 13.1% and 10.2% , respectively, of the annualized base rent of our total property portfolio. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy. As of December 31, 2016 , we had three tenants that accounted for 10.0% or more of our annualized base rent, as follows: Tenant Annualized Percentage of Annualized Base Rent Acquisition Reportable Segment GLA Lease Expiration Cullman Regional Center Inc. $ 1,453,000 13.1% Cullman MOB III and Iron MOB Portfolio Medical Office 95,000 Multiple Martha Jefferson Hospital $ 1,268,000 11.5% Charlottesville MOB Medical Office 51,000 06/30/22 Colonial Oaks Master Tenant $ 1,131,000 10.2% Lafayette Assisted Living Portfolio Senior Housing 80,000 11/30/31 ___________ (1) Annualized base rent is based on contractual base rent from the leases in effect as of December 31, 2016 . The loss of any of these tenants or their inability to pay rent could have a material adverse effect on our business and results of operations. For the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not own any properties. |
Per Share Data
Per Share Data | 12 Months Ended |
Dec. 31, 2016 | |
Per Share Data [Abstract] | |
Earnings Per Share | 19. Per Share Data We report earnings (loss) per share pursuant to ASC Topic 260, Earnings per Share . Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period. Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $5,000 for the year ended December 31, 2016 . For the period from January 23, 2015 (Date of Inception) through December 31, 2015 , we did not allocate any distributions to participating securities. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. Nonvested shares of our restricted common stock and redeemable limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock. As of December 31, 2016 and 2015 , there were 12,000 and 0 nonvested shares, respectively, of our restricted common stock outstanding, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods. As of December 31, 2016 , there were 208 units of redeemable limited partnership units of our operating partnership outstanding, but such units were excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data [Abstract] | |
Quarterly Financial Information [Text Block] | 20. Selected Quarterly Financial Data (Unaudited) Set forth below is the unaudited selected quarterly financial data. We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly, and in accordance with GAAP, the unaudited selected quarterly financial data when read in conjunction with our consolidated financial statements. Quarters Ended December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016 Revenues $ 2,818,000 $ 312,000 $ 26,000 $ — Expenses (4,979,000 ) (2,348,000 ) (639,000 ) (150,000 ) Loss from operations (2,161,000 ) (2,036,000 ) (613,000 ) (150,000 ) Other expense (458,000 ) (56,000 ) — — Net loss (2,619,000 ) (2,092,000 ) (613,000 ) (150,000 ) Less: net loss attributable to redeemable noncontrolling interest — — — — Net loss attributable to controlling interest $ (2,619,000 ) $ (2,092,000 ) $ (613,000 ) $ (150,000 ) Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted $ (0.31 ) $ (0.62 ) $ (0.96 ) $ (7.20 ) Weighted average number of Class T and Class I common shares outstanding — basic and diluted 8,450,304 3,357,979 635,808 20,833 We had no results of operations for the period from January 23, 2015 (Date of Inception) through December 31, 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Amendment to Dealer Manager Agreement and Change to Class I Common Stock Offering Price On February 13, 2017, our board of directors approved, and we entered into, an amendment to our Dealer Manager Agreement, or Amendment No. 2 to our Dealer Manager Agreement, to reduce the dealer manager fee payable for the sale of Class I shares offered pursuant to our primary offering, effective as of March 1, 2017. Prior to March 1, 2017, our dealer manager generally received a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class I shares of our common stock sold pursuant to the primary offering, of which 1.0% of the gross offering proceeds is funded by us and the remaining 2.0% of the gross offering proceeds is funded by our advisor. Effective March 1, 2017, pursuant to Amendment No. 2 to our Dealer Manager Agreement, our dealer manager will generally receive a dealer manager fee of up to 1.5% of the gross offering proceeds from the sale of Class I shares sold pursuant to our primary offering, all of which will be funded by our advisor. As a result of this reduction in the dealer manager fee, effective as of March 1, 2017, the shares of our Class I common stock in our primary offering are being offered at a price of $9.21 per share, as compared to a price of $9.30 per share prior to March 1, 2017. Status of Our Offering As of February 24, 2017, we had received and accepted subscriptions in our offering for 14,984,486 aggregate shares of our Class T and Class I common stock, or $149,093,000 , excluding subscriptions from residents of Pennsylvania (who we were not able to admit as stockholders until February 27, 2017 when we had received and accepted subscriptions aggregating at least $150,000,000 ) and shares of our common stock issued pursuant to the DRIP. On February 27, 2017, we satisfied the conditions of the $150,000,000 minimum offering amount required by the state of Pennsylvania in connection with our offering, and as of such date we were able to admit Pennsylvania subscribers as stockholders. |
Schedule III Real Estate and Ac
Schedule III Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2016 | |
Sch III Real Estate and Accumulated Depreciation [Abstract] | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure | Initial Cost to Company Gross Amount of Which Carried at Close of Period(d) Description(a) Encumbrances Land Buildings and Improvements Cost Capitalized Subsequent to Acquisition(b) Land Buildings and Improvements Total(c) Accumulated Depreciation (e)(f) Date of Construction Date Acquired Auburn MOB Auburn, CA $ — $ 406,000 $ 4,600,000 $ 23,000 $ 406,000 $ 4,623,000 $ 5,029,000 $ (82,000 ) 1997 06/28/16 Pottsville MOB Pottsville, PA — 1,493,000 7,050,000 — 1,493,000 7,050,000 8,543,000 (71,000 ) 2012 09/16/16 Charlottesville MOB Charlottesville, VA — 4,768,000 13,330,000 — 4,768,000 13,330,000 18,098,000 (122,000 ) 2001 09/22/16 Rochester Hills MOB Rochester Hills, MI 3,908,000 1,727,000 5,763,000 — 1,727,000 5,763,000 7,490,000 (60,000 ) 1990 09/29/16 Cullman MOB III Cullman, AL — — 13,989,000 — — 13,989,000 13,989,000 (103,000 ) 2010 09/30/16 Iron MOB Portfolio Cullman, AL — — 10,237,000 — — 10,237,000 10,237,000 (105,000 ) 1994 10/13/16 Cullman, AL — — 6,906,000 — — 6,906,000 6,906,000 (70,000 ) 1998 10/13/16 Sylacauga, AL — — 7,907,000 — — 7,907,000 7,907,000 (56,000 ) 1997 10/13/16 Mint Hill MOB Mint Hill, NC — — 16,585,000 — — 16,585,000 16,585,000 (93,000 ) 2007 11/14/16 Lafayette Assisted Living Portfolio Lafayette, LA — 1,328,000 8,225,000 — 1,328,000 8,225,000 9,553,000 (19,000 ) 1996 12/01/16 Lafayette, LA — 980,000 4,244,000 — 980,000 4,244,000 5,224,000 (12,000 ) 2014 12/01/16 Evendale MOB Evendale, OH — 1,620,000 7,583,000 — 1,620,000 7,583,000 9,203,000 (29,000 ) 1988 12/13/16 $ 3,908,000 $ 12,322,000 $ 106,419,000 $ 23,000 $ 12,322,000 $ 106,442,000 $ 118,764,000 $ (822,000 ) ________________ (a) We own 100% of our properties as of December 31, 2016. (b) The cost capitalized subsequent to acquisition is shown net of dispositions. (c) The changes in total real estate for the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 are as follows: Amount Balance — January 23, 2015 (Date of Inception) $ — Acquisitions — Additions — Dispositions — Balance — December 31, 2015 $ — Acquisitions $ 118,741,000 Additions 23,000 Dispositions — Balance — December 31, 2016 $ 118,764,000 (d) As of December 31, 2016 , for federal income tax purposes, the aggregate cost of our properties is $142,115,000 . (e) The changes in accumulated depreciation for the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 are as follows: Amount Balance — January 23, 2015 (Date of Inception) $ — Additions — Dispositions — Balance — December 31, 2015 $ — Additions $ 822,000 Dispositions — Balance — December 31, 2016 $ 822,000 (f) The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years , and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, up to 15 years . Furniture, fixtures and equipment is depreciated over the estimated useful life, up to 10 years . |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our accompanying consolidated financial statements include our accounts and those of our operating partnership and the wholly owned subsidiaries of our operating partnership, as well as any variable interest entities, or VIEs, in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and of which we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 810, Consolidation , or ASC Topic 810. We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the interests in properties acquired on our behalf. We are the sole general partner of o ur operating partnership, Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation. Our advisor is a limited partner |
Use of Estimates | Use of Estimates The preparation of our accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. |
Restricted Cash Held in Escrow | Restricted Cash Held in Escrow Restricted cash held in escrow consists of funds received in connection with subscription agreements from residents of Pennsylvania to purchase shares of our common stock in connection with our offering. Such funds were held in an escrow account and will not be released or available to us until we raise the minimum offering of $150,000,000 required by the state of Pennsylvania. |
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts | Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts We recognize revenue in accordance with ASC Topic 605, Revenue Recognition , or ASC Topic 605. ASC Topic 605 requires that all four of the following basic criteria be met before revenue is realized or realizable and earned: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. Tenant receivables are placed on nonaccrual status when management determines that collectability is not reasonably assured, and thus such revenue is recognized using the cash basis method. In accordance with ASC Topic 840, Leases , minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable or deferred rent liability, as applicable. Tenant reimbursement revenue, which comprises additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recognized and presented in accordance with ASC Subtopic 605-45, Revenue Recognition — Principal Agent Consideration , or ASC Subtopic 605-45. ASC Subtopic 605-45 requires that these reimbursements be recorded on a gross basis as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have credit risk. We recognize lease termination fees at such time when there is a signed termination letter agreement, all of the conditions of such agreement have been met and the tenant is no longer occupying the property. Tenant receivables and unbilled deferred rent receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. We also maintain an allowance for deferred rent receivables arising from the straight line recognition of rents. Such allowances are charged to bad debt expense, which is included in general and administrative in our accompanying consolidated statements of operations. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. |
Real Estate Investments, Net | Real Estate Investments, Net We carry our operating properties at our historical cost less accumulated depreciation. The cost of operating properties includes the cost of land and completed buildings and related improvements. Expenditures that increase the service life of properties are capitalized and the cost of maintenance and repairs is charged to expense as incurred. The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years , and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, up to 15 years . Furniture, fixtures and equipment, if any, is depreciated over the estimated useful life, up to 10 years . When depreciable property is retired, replaced or disposed of, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is reflected in earnings. As part of the leasing process, we may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements, the allowance is considered to be a lease inducement and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs, e.g ., unilateral control of the tenant space during the build-out process. Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. Recognition of lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements when we are the owner of the leasehold improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date (and the date on which recognition of lease revenue commences) is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements. |
Impairment of Long-Lived and Intangible Assets | Impairment of Long-Lived and Intangible Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate that we carry at historical cost less accumulated depreciation, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination. If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If the estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period. |
Property Acquisitions | Property Acquisitions In accordance with ASC Topic 805, Business Combinations , or ASC Topic 805, we, with assistance from independent valuation specialists, measure the fair value of tangible and identified intangible assets and liabilities, as applicable, based on their respective fair values for acquired properties. Our method for allocating the purchase price to acquired investments in real estate requires us to make subjective assessments for determining fair value of the assets acquired and liabilities assumed. This includes determining the value of the buildings, land, leasehold interests, furniture, fixtures and equipment, above- or below-market rent, in-place leases, master leases, above- or below-market debt assumed and derivative financial instruments assumed. These estimates require significant judgment and in some cases involve complex calculations. These allocation assessments directly impact our results of operations, as amounts allocated to certain assets and liabilities have different depreciation or amortization lives. In addition, we amortize the value assigned to above- or below-market rent as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our accompanying consolidated statements of operations. The determination of the fair value of land is based upon comparable sales data. In cases where a leasehold interest in the land is acquired, the value of the leasehold interest is determined by discounting the difference between the contract ground lease payments and a market ground lease payment back to a present value as of the acquisition date. The market ground lease payment is estimated as a percentage of the land value. The fair value of buildings is based upon our determination of the value as if it were to be replaced and vacant using cost data and discounted cash flow models similar to those used by independent appraisers. Factors considered by us include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. We also recognize the fair value of furniture, fixtures and equipment on the premises, if any, as well as the above- or below-market rent, the value of in-place leases, master leases, above- or below-market debt and derivative financial instruments assumed. The value of the above- or below-market component of the acquired in-place leases is determined based upon the present value (using a discount rate that reflects the risks associated with the acquired leases) of the difference between: (i) the level payment equivalent of the contract rent paid pursuant to the lease; and (ii) our estimate of market rent payments taking into account rent steps throughout the lease. In the case of leases with options, a case-by-case analysis is performed based on all facts and circumstances of the specific lease to determine whether the option will be assumed to be exercised. The amounts related to above-market leases are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to real estate revenue over the remaining non-cancelable lease term of the acquired leases with each property. The amounts related to below-market leases are included in identified intangible liabilities, net in our accompanying consolidated balance sheets and are amortized to real estate revenue over the remaining non-cancelable lease term plus any below-market renewal options of the acquired leases with each property. The value of in-place lease costs are based on management’s evaluation of the specific characteristics of the tenant’s lease and our overall relationship with the tenants. Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors. The in-place lease intangible represents the value related to the economic benefit for acquiring a property with in-place leases as opposed to a vacant property, which is evaluated based on a review of comparable leases for a similar property, terms and conditions for marketing and executing new leases, and implied in the difference between the value of the whole property “as is” and “as vacant”. The net amounts related to in-place lease costs are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to depreciation and amortization expense over the average downtime of the acquired leases with each property. The net amounts related to the value of tenant relationships, if any, would be included in identified intangible assets, net in our accompanying consolidated balance sheets and would be amortized to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases plus the market renewal lease term. The value of a master lease, if any, in which a previous owner or a tenant is relieved of specific rental obligations as additional space is leased, is determined by discounting the expected real estate revenue associated with the master lease space over the assumed lease-up period. The value of above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage at the time of assumption. The net value of above- or below-market debt is included in mortgage loan payable, net in our accompanying consolidated balance sheets and is amortized to interest expense over the remaining term of the assumed mortgage. The value of derivative financial instruments, if any, is determined in accordance with ASC Topic 820, Fair Value Measurements and Disclosures , or ASC Topic 820, and is included in derivative financial instruments in our accompanying consolidated balance sheets. The values of contingent consideration assets and liabilities, if any, are analyzed at the time of acquisition. For contingent purchase options, the fair market value of the acquired asset is compared to the specified option price at the exercise date. If the option price is below market, it is assumed to be exercised and the difference between the fair market value and the option price is discounted to the present value at the time of acquisition. These values are preliminary estimates in nature and subject to adjustments, which could be material. Any necessary adjustments will be finalized within one year from the date of acquisition. |
Fair Value Measurements | Fair Value Measurements We follow ASC Topic 820 to account for the fair value of certain assets and liabilities. ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. |
Real Estate Deposits | Real Estate Deposits Real estate deposits include funds held by escrow agents and others to be applied towards the purchase of real estate. |
Other Assets, Net | Other Assets, Net Other assets, net consist of deferred financing costs on the Line of Credit, as defined in Note 7, Line of Credit , prepaid expenses and deposits and deferred rent receivables. Deferred financing costs on the Line of Credit include amounts paid to lenders and others to obtain financing. Such costs are amortized using the straight-line method over the term of the Line of Credit, which approximates the effective interest rate method. Amortization of deferred financing costs on the Line of Credit is included in interest expense in our accompanying consolidated statements of operations. Prepaid expenses are amortized over the related contract periods. |
Stock Compensation | Stock Compensation We follow ASC Topic 718, Compensation — Stock Compensation , or ASC Topic 718, to account for our stock compensation pursuant to the 2015 Incentive Plan, or our incentive plan, and the 2015 Independent Directors Compensation Plan. |
Income Taxes | Income Taxes We have not yet elected to be taxed as a REIT under the Code. We intend to elect to be taxed as a REIT under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT. To qualify and maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90.0% of our annual taxable income, excluding net capital gains, to our stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify and maintain our qualification as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to elect to be treated as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse affect on our net income and net cash available for distribution to our stockholders. Because of our intention to elect REIT status for our taxable year ended December 31, 2016, we did not benefit from the loss incurred for the year ended December 31, 2016 . We follow ASC Topic 740, Income Taxes , to recognize, measure, present and disclose in our accompanying consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return. As of December 31, 2016 and 2015, we did not have any tax benefits nor liabilities for uncertain tax positions that we believe should be recognized in our accompanying consolidated financial statements. |
Segment Disclosure | Segment Disclosure ASC Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Accordingly, when we acquired our first medical office building in June 2016 and senior housing facility in December 2016, we added a new reportable segment at each such time. As of December 31, 2016 , we have determined that we operate through two reportable business segments, with activities related to investing in medical office buildings and senior housing. |
GLA and Other Measures | GLA and Other Measures GLA and other measures used to describe real estate investments included in our accompanying consolidated financial statements are presented on an unaudited basis. |
Recently Issued or Adopted Accounting Pronouncements | Recently Issued or Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers , or ASU 2014-09, which replaces the existing accounting standards for revenue recognition. ASU 2014-09 provides a five-step framework to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. Since its issuance, the FASB has amended several aspects of ASU 2014-09, including provisions that address principal-versus-agent implementation guidance and identifying performance obligations. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. It may be adopted either by restating all years presented in the financial statements or by recording the impact of adoption as an adjustment to retained earnings at the beginning of the year of adoption. Our primary source of revenue is generated through leasing arrangements, which are excluded from ASU 2014-09 and its amendments, however, we expect that the adoption of ASU 2014-09 and its amendments on January 1, 2018 will impact the recognition of non-lease revenue, such as certain resident fees in any RIDEA facilities (a portion of which are not generated through leasing arrangements) that we acquire in the future. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, or ASU 2015-02, which amends the consolidation analysis required under ASC Topic 810. Specifically, ASU 2015-02: (i) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities; (ii) eliminates the presumption that a general partner should consolidate a limited partnership; and (iii) amends the effect of fee arrangements in the primary beneficiary determination. Further, the application of ASU 2015-02 permits the use of either the full retrospective or modified retrospective adoption approach. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. We adopted ASU 2015-02 on January 1, 2016, which did not have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03, which amends the presentation of debt issuance costs in the financial statements to present such costs as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Amortization of such costs is required to be reported as interest expense. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , or ASU 2015-15, which clarified that debt issuance costs associated with line of credit arrangements may continue to be presented as an asset, regardless of whether there are any outstanding borrowings on the line of credit arrangemen t. T he application of ASU 2015-03 requires retrospective adjustment of all prior periods presented. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. We adopted ASU 2015-03 on January 1, 2016, which did not have an impact on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, or ASU 2015-16, which eliminates the requirement to restate prior period financial statements for measurement period adjustments in a business combination. The cumulative effect of a measurement period adjustment as a result of a change in the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, is required to be recorded in the reporting period in which the adjustment amount is determined, rather than retrospectively. Further, ASU 2015-16 requires that the acquirer present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in the current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for interim and annual reporting periods beginning after December 15, 2015 and should be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not yet been made available for issuance. We adopted ASU 2015-16 on January 1, 2016, which did not have an impact on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , or ASU 2016-01, which amends the classification and measurement of financial instruments. ASU 2016-01 revises the accounting related to: (i) the classification and measurement of investments in equity securities; and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, with respect to only certain of the amendments in ASU 2016-01, for financial statements that have not yet been made available for issuance. ASU 2016-01 requires the application of the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with certain exceptions. We have not yet determined the impact the adoption of ASU 2016-01 on January 1, 2018 will have on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , or ASU 2016-02, which amends the guidance on accounting for leases, including extensive amendments to the disclosure requirements. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02, lessor accounting is largely unchanged. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance. ASU 2016-02 requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. As a result of the adoption of ASU 2016-02 on January 1, 2019, we will recognize all of our operating leases for which we are the lessee, including facilities leases and ground leases, on our consolidated balance sheets and will capitalize fewer legal costs related to the drafting and execution of our lease agreements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, or ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 requires disclosures about a change in accounting principle under ASC 250, Accounting Changes and Error Corrections, in the period of adoption. ASU 2016-09 is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted for financial statements that have not yet been made available for issuance. We adopted ASU 2016-09 on January 1, 2017, which did not have an impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted after December 15, 2018. We have not yet determined the impact the adoption of ASU 2016-13 on January 1, 2020 will have on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, or ASU 2016-15, which intends to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We have not yet determined the impact the adoption of ASU 2016-15 on January 1, 2018 will have on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, or ASU 2016-16, which removes the prohibition in ASC 740, Income Taxes , against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. ASU 2016-16 is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We have not yet determined the impact the adoption of ASU 2016-16 on January 1, 2018 will have on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Interests Held through Related Parties That Are under Common Control , or ASU 2016-17, which amends the consolidation requirements that apply to a single decision maker’s evaluation of interests held through related parties that are under common control when it is determining whether it is the primary beneficiary of a VIE. ASU 2016-17 is effective for annual periods beginning on or after December 15, 2016. Early adoption is permitted, including adoption in an interim period. We adopted ASU 2016-17 on January 1, 2017, which did not have an impact on our consolidated financial statements In November 2016, the FASB issued ASU 2016-18, Restricted Cash , or ASU 2016-18, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for annual periods beginning on or after December 15, 2017, including interim periods within those periods. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2016-18 on January 1, 2018 to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business , or ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. ASU 2017-01 states that if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the transaction should be accounted for as an asset acquisition. In addition, ASU 2017-01 clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 is effective for annual periods beginning on or after December 15, 2017, including interim periods within those periods. Early adoption is permitted, including adoption in an interim period. Upon the adoption of ASU 2017-01, we expect to recognize a majority of our real estate acquisitions and dispositions as asset transactions rather than business combinations, which will result in the capitalization of related third party transaction costs. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , or ASU 2017-04, which eliminates Step 2 from the goodwill impairment test and allows an entity to perform its goodwill impairment test by comparing the fair value of a reporting segment with its carrying amount. ASU 2017-04 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2017-04 on January 1, 2020 to have a material impact on our consolidated financial statements. |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate [Abstract] | |
Schedule Of Real Estate Investments Table | Our real estate investments, net consisted of the following as of December 31, 2016 and 2015 : December 31, 2016 2015 Building and improvements $ 106,442,000 $ — Land 12,322,000 — 118,764,000 — Less: accumulated depreciation (822,000 ) — $ 117,942,000 $ — |
Schedule Of Acquisitions Of Properties Table | Acquisitions in 2016 For the year ended December 31, 2016 , we completed nine property acquisitions comprising 12 buildings from unaffiliated third parties. The aggregate contract purchase price of these properties was $138,820,000 and we incurred $6,247,000 in total acquisition fees to our advisor in connection with these property acquisitions. See Note 16, Business Combinations , for a further discussion. The following is a summary of our property acquisitions for the year ended December 31, 2016: Acquisition(1) Location Type Date Acquired Contract Purchase Price Mortgage Loan Payable(2) Line of Credit(3) Total Acquisition Fee(4) Auburn MOB Auburn, CA Medical Office 06/28/16 $ 5,450,000 $ — $ — $ 245,000 Pottsville MOB Pottsville, PA Medical Office 09/16/16 9,150,000 — — 412,000 Charlottesville MOB Charlottesville, VA Medical Office 09/22/16 20,120,000 — — 905,000 Rochester Hills MOB Rochester Hills, MI Medical Office 09/29/16 8,300,000 3,968,000 — 374,000 Cullman MOB III Cullman, AL Medical Office 09/30/16 16,650,000 — 12,000,000 749,000 Iron MOB Portfolio Cullman and Sylacauga, AL Medical Office 10/13/16 31,000,000 — 30,400,000 1,395,000 Mint Hill MOB Mint Hill, NC Medical Office 11/14/16 21,000,000 — 20,400,000 945,000 Lafayette Assisted Living Portfolio Lafayette, LA Senior Housing 12/01/16 16,750,000 — 17,500,000 754,000 Evendale MOB Evendale, OH Medical Office 12/13/16 10,400,000 — 10,400,000 468,000 Total $ 138,820,000 $ 3,968,000 $ 90,700,000 $ 6,247,000 ___________ (1) We own 100% of our properties acquired in 2016. (2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. (3) Represents a borrowing under the Line of Credit, as defined in Note 7, Line of Credit , at the time of acquisition. (4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25% of the contract purchase price upon the closing of the acquisition. In addition, the total acquisition fee includes a Contingent Advisor Payment, as defined in Note 12, Related Party Transactions , in the amount of 2.25% of the contract purchase price of the property acquired, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions. See Note 12, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. |
Identified Intangible Assets,32
Identified Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identified intangible assets, net consisted of the following as of December 31, 2016 and 2015: December 31, 2016 2015 In-place leases, net of accumulated amortization of $430,000 as of December 31, 2016 (with a weighted average remaining life of 8.1 years as of December 31, 2016) $ 12,504,000 $ — Leasehold interests, net of accumulated amortization of $22,000 as of December 31, 2016 (with a weighted average remaining life of 71.5 years as of December 31, 2016) 6,390,000 — Above-market leases, net of accumulated amortization of $31,000 as of December 31, 2016 (with a weighted average remaining life of 6.3 years as of December 31, 2016) 779,000 — $ 19,673,000 $ — |
Amortization expense on identified intangible assets | As of December 31, 2016 , estimated amortization expense on the identified intangible assets for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2017 $ 2,227,000 2018 2,099,000 2019 1,995,000 2020 1,778,000 2021 1,633,000 Thereafter 9,941,000 $ 19,673,000 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
Schedule of Other Assets | 5. Other Assets, Net Other assets, net consisted of the following as of December 31, 2016 and 2015: December 31, 2016 2015 Deferred financing costs, net of accumulated amortization of $112,000 as of December 31, 2016(1) $ 943,000 $ — Prepaid expenses and deposits 257,000 — Deferred rent receivables 207,000 — $ 1,407,000 $ — ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs, net only include costs related to the Line of Credit, as defined in Note 7, Line of Credit . |
Mortgage Loans Payable, Net (Ta
Mortgage Loans Payable, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Mortgage Loans on Real Estate [Abstract] | |
Schedule of Activity Related to Notes Payable | The changes in the carrying amount of mortgage loan payable consisted of the following for the year ended December 31, 2016 : Amount Beginning balance $ — Additions: Assumption of mortgage loan payable, net 4,129,000 Amortization of deferred financing costs(1) 2,000 Deductions: Deferred financing costs(1) (103,000 ) Scheduled principal payments on mortgage loan payable (60,000 ) Amortization of premium on mortgage loan payable (3,000 ) Ending balance $ 3,965,000 ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs only includes costs related to our mortgage loan payable. |
Schedule of Maturities of Long-term Debt | As of December 31, 2016 , the principal payments due on our mortgage loan payable for each of the next five years ending December 31 and thereafter were as follows: Year Amount 2017 $ 254,000 2018 268,000 2019 282,000 2020 298,000 2021 314,000 Thereafter 2,492,000 $ 3,908,000 |
Identified Intangible Liabili35
Identified Intangible Liabilities, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Identified Intangible Liabilities [Abstract] | |
Schedule of Expected Amortization Expense Intangible Liabilities Table | As of December 31, 2016 , estimated amortization expense on below-market leases for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2017 $ 265,000 2018 265,000 2019 237,000 2020 73,000 2021 51,000 Thereafter 172,000 $ 1,063,000 |
Redeemable Noncontrolling Int36
Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity [Abstract] | |
Redeemable Noncontrolling Interest | The changes in the carrying amount of redeemable noncontrolling interest consisted of the following for the year ended December 31, 2016 : Amount Balance — December 31, 2015 $ — Reclassification from equity 2,000 Net loss attributable to redeemable noncontrolling interest — Balance — December 31, 2016 $ 2,000 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-Based Compensation | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | A summary of the status of the nonvested shares of our restricted common stock as of December 31, 2016 and 2015 and the changes for the year ended December 31, 2016 is presented below: Number of Nonvested Shares of our Restricted Common Stock Weighted Average Grant Date Fair Value Balance — December 31, 2015 — $ — Granted 15,000 $ 10.00 Vested (3,000 ) $ 10.00 Forfeited — $ — Balance — December 31, 2016 12,000 $ 10.00 Expected to vest — December 31, 2016 12,000 $ 10.00 |
Related Party Transactions (Ta
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | For the year ended December 31, 2016 , our officers invested the following amounts and we issued the following shares of our Class T common stock pursuant to the applicable stock purchase plan: Officer’s Name Title Amount Shares Jeffrey T. Hanson Chief Executive Officer and Chairman of the Board of Directors $ 184,000 19,213 Danny Prosky President and Chief Operating Officer 204,000 21,265 Mathieu B. Streiff Executive Vice President and General Counsel 199,000 20,707 Stefan K.L. Oh Executive Vice President of Acquisitions 23,000 2,447 $ 610,000 63,632 |
Schedule Of Amount Outstanding To Affiliates Table | Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of December 31, 2016 and 2015: December 31, Fee 2016 2015 Contingent Advisor Payment $ 5,404,000 $ — Asset management fees 83,000 — Property management fees 24,000 — Operating expenses 20,000 — $ 5,531,000 $ — |
Tax Treatment of Distributions
Tax Treatment of Distributions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tax Treatment Of Distributions Disclosure [Abstract] | |
Summary of Tax Treatment of Distributions | The income tax treatment for distributions reportable for the year ended December 31, 2016 was as follows: Year Ended December 31, 2016 Ordinary income $ — — % Capital gain — — Return of capital 1,345,000 100 $ 1,345,000 100 % |
Future Minimum Rent (Tables)
Future Minimum Rent (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum base rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of December 31, 2016 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2017 $ 11,078,000 2018 11,095,000 2019 11,174,000 2020 10,627,000 2021 10,190,000 Thereafter 35,259,000 $ 89,423,000 |
Schedule of Future Minimum Lease Obligations under Non-cancelable Ground and Other Lease Obligations | Future minimum lease obligations under non-cancelable ground and other lease obligations as of December 31, 2016 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2017 $ 32,000 2018 32,000 2019 33,000 2020 33,000 2021 33,000 Thereafter 2,756,000 $ 2,919,000 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Revenue and Net income/Loss | For the period from the acquisition date through December 31, 2016 , we recognized the following amounts of revenue and net income (loss) for the property acquisitions: Acquisition Revenue Net Income (Loss) Auburn MOB $ 432,000 $ 144,000 Pottsville MOB $ 311,000 $ 136,000 Charlottesville MOB $ 555,000 $ 203,000 Rochester Hills MOB $ 288,000 $ 35,000 Cullman MOB III $ 403,000 $ 151,000 Iron MOB Portfolio $ 701,000 $ 147,000 Mint Hill MOB $ 270,000 $ 75,000 Lafayette Assisted Living Portfolio $ 127,000 $ 73,000 Evendale MOB $ 69,000 $ (10,000 ) |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed during 2016 were preliminary estimates determined using the income, cost and market approaches. Any necessary adjustments will be finalized within one year from the date of acquisition. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our nine property acquisitions in 2016: Auburn MOB Pottsville MOB Charlottesville MOB Rochester Hills MOB Cullman MOB III Building and improvements $ 4,600,000 $ 7,050,000 $ 13,330,000 $ 5,763,000 $ 13,989,000 Land 406,000 1,493,000 4,768,000 1,727,000 — In-place leases 386,000 740,000 2,030,000 1,089,000 1,249,000 Leasehold interests — — — — 1,412,000 Total assets acquired 5,392,000 9,283,000 20,128,000 8,579,000 16,650,000 Mortgage loan payable, net — — — 4,129,000 — Below-market leases — 133,000 — 117,000 — Total liabilities assumed — 133,000 — 4,246,000 — Net assets acquired $ 5,392,000 $ 9,150,000 $ 20,128,000 $ 4,333,000 $ 16,650,000 Iron MOB Portfolio Mint Hill MOB Lafayette Assisted Living Portfolio Evendale MOB Building and improvements $ 25,050,000 $ 16,585,000 $ 12,469,000 $ 7,583,000 Land — — 2,308,000 1,620,000 In-place leases 2,563,000 1,705,000 1,973,000 1,199,000 Above-market leases 790,000 — — 20,000 Leasehold interests 2,953,000 2,047,000 — — Total assets acquired 31,356,000 20,337,000 16,750,000 10,422,000 Below-market leases 646,000 — — 227,000 Total liabilities assumed 646,000 — — 227,000 Net assets acquired $ 30,710,000 $ 20,337,000 $ 16,750,000 $ 10,195,000 |
Business Acquisition, Pro Forma Information | Assuming the property acquisitions in 2016 discussed above had occurred on January 23, 2015 (Date of Inception), for the year ended December 31, 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 , unaudited pro forma revenue, net income (loss), net income (loss) attributable to controlling interest and net income (loss) per Class T and Class I common share attributable to controlling interest — basic and diluted would have been as follows: Year Ended Period from January 23, 2015 (Date of Inception) through December 31, 2016 December 31, 2015 Revenue $ 14,654,000 $ 13,726,000 Net income (loss) $ 2,077,000 $ (1,179,000 ) Net income (loss) attributable to controlling interest $ 2,077,000 $ (1,179,000 ) Net income (loss) per Class T and Class I common share attributable to controlling interest — basic and diluted $ 0.12 $ (0.08 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting Information Line Items | |
Summary Information by Reportable Segment | Summary information for the reportable segments during the year ended December 31, 2016 was as follows: Medical Office Buildings Senior Housing Year Ended December 31, 2016 Revenue: Real estate revenue $ 3,029,000 $ 127,000 $ 3,156,000 Expenses: Rental expenses 887,000 11,000 898,000 Segment net operating income $ 2,142,000 $ 116,000 $ 2,258,000 Expenses: General and administrative $ 1,221,000 Acquisition related expenses 4,745,000 Depreciation and amortization 1,252,000 Loss from operations (4,960,000 ) Interest expense (including amortization of deferred financing costs and debt premium) (514,000 ) Net loss $ (5,474,000 ) |
Assets by Reportable Segment | Assets by reportable segment as of December 31, 2016 and 2015 were as follows: December 31, 2016 2015 Medical office buildings $ 123,223,000 $ — Senior housing 16,758,000 — Other 2,777,000 202,000 Total assets $ 142,758,000 $ 202,000 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Concentration of Credit Risk [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | As of December 31, 2016 , we had three tenants that accounted for 10.0% or more of our annualized base rent, as follows: Tenant Annualized Percentage of Annualized Base Rent Acquisition Reportable Segment GLA Lease Expiration Cullman Regional Center Inc. $ 1,453,000 13.1% Cullman MOB III and Iron MOB Portfolio Medical Office 95,000 Multiple Martha Jefferson Hospital $ 1,268,000 11.5% Charlottesville MOB Medical Office 51,000 06/30/22 Colonial Oaks Master Tenant $ 1,131,000 10.2% Lafayette Assisted Living Portfolio Senior Housing 80,000 11/30/31 ___________ (1) Annualized base rent is based on contractual base rent from the leases in effect as of December 31, 2016 . The loss of any of these tenants or their inability to pay rent could have a material adverse effect on our business and results of operations. |
Selected Quarterly Financial 44
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data [Abstract] | |
Quarterly Financial Information | Set forth below is the unaudited selected quarterly financial data. We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly, and in accordance with GAAP, the unaudited selected quarterly financial data when read in conjunction with our consolidated financial statements. Quarters Ended December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016 Revenues $ 2,818,000 $ 312,000 $ 26,000 $ — Expenses (4,979,000 ) (2,348,000 ) (639,000 ) (150,000 ) Loss from operations (2,161,000 ) (2,036,000 ) (613,000 ) (150,000 ) Other expense (458,000 ) (56,000 ) — — Net loss (2,619,000 ) (2,092,000 ) (613,000 ) (150,000 ) Less: net loss attributable to redeemable noncontrolling interest — — — — Net loss attributable to controlling interest $ (2,619,000 ) $ (2,092,000 ) $ (613,000 ) $ (150,000 ) Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted $ (0.31 ) $ (0.62 ) $ (0.96 ) $ (7.20 ) Weighted average number of Class T and Class I common shares outstanding — basic and diluted 8,450,304 3,357,979 635,808 20,833 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Line Items] | |
Schedule Of Acquisitions Of Properties Table | Acquisitions in 2016 For the year ended December 31, 2016 , we completed nine property acquisitions comprising 12 buildings from unaffiliated third parties. The aggregate contract purchase price of these properties was $138,820,000 and we incurred $6,247,000 in total acquisition fees to our advisor in connection with these property acquisitions. See Note 16, Business Combinations , for a further discussion. The following is a summary of our property acquisitions for the year ended December 31, 2016: Acquisition(1) Location Type Date Acquired Contract Purchase Price Mortgage Loan Payable(2) Line of Credit(3) Total Acquisition Fee(4) Auburn MOB Auburn, CA Medical Office 06/28/16 $ 5,450,000 $ — $ — $ 245,000 Pottsville MOB Pottsville, PA Medical Office 09/16/16 9,150,000 — — 412,000 Charlottesville MOB Charlottesville, VA Medical Office 09/22/16 20,120,000 — — 905,000 Rochester Hills MOB Rochester Hills, MI Medical Office 09/29/16 8,300,000 3,968,000 — 374,000 Cullman MOB III Cullman, AL Medical Office 09/30/16 16,650,000 — 12,000,000 749,000 Iron MOB Portfolio Cullman and Sylacauga, AL Medical Office 10/13/16 31,000,000 — 30,400,000 1,395,000 Mint Hill MOB Mint Hill, NC Medical Office 11/14/16 21,000,000 — 20,400,000 945,000 Lafayette Assisted Living Portfolio Lafayette, LA Senior Housing 12/01/16 16,750,000 — 17,500,000 754,000 Evendale MOB Evendale, OH Medical Office 12/13/16 10,400,000 — 10,400,000 468,000 Total $ 138,820,000 $ 3,968,000 $ 90,700,000 $ 6,247,000 ___________ (1) We own 100% of our properties acquired in 2016. (2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. (3) Represents a borrowing under the Line of Credit, as defined in Note 7, Line of Credit , at the time of acquisition. (4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25% of the contract purchase price upon the closing of the acquisition. In addition, the total acquisition fee includes a Contingent Advisor Payment, as defined in Note 12, Related Party Transactions , in the amount of 2.25% of the contract purchase price of the property acquired, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions. See Note 12, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. |
Organization and Description 46
Organization and Description of Business (Detail) $ / shares in Units, ft² in Thousands | 9 Months Ended | 10 Months Ended | 11 Months Ended | 23 Months Ended | ||||||||
Dec. 31, 2016USD ($)ft²shares | Feb. 24, 2017USD ($)shares | Dec. 31, 2016USD ($)ft²AcquisitionBuilding | Dec. 31, 2016ft² | Dec. 31, 2016ft² | Mar. 01, 2017$ / shares | Feb. 27, 2017USD ($) | Jan. 23, 2017$ / shares | Jan. 01, 2017$ / shares | Jun. 17, 2016USD ($)$ / shares | Feb. 16, 2016USD ($)$ / shares | Mar. 01, 2015 | |
Date of inception | Jan. 23, 2015 | |||||||||||
Date of capitalization | Feb. 6, 2015 | |||||||||||
Aggregate Reallocated Maximum Amount of Common Stock Issuable Under Primary Public Offering | $ 3,150,000,000 | |||||||||||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 9 | |||||||||||
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | |||||||||||
GLA (Sq Ft) | ft² | 623 | 623 | 623 | 623 | ||||||||
Contract purchase price | $ 138,820,000 | |||||||||||
Distribution Reinvestment Plan [Member] | ||||||||||||
Maximum amount of common stock issuable under public offering | $ 150,000,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Maximum amount of common stock issuable under public offering | $ 3,000,000,000 | |||||||||||
Share price | $ / shares | $ 10 | |||||||||||
Common Class T [Member] | ||||||||||||
Maximum amount of common stock issuable under public offering | $ 3,000,000,000 | |||||||||||
Share price | $ / shares | $ 10 | $ 10 | ||||||||||
Reallocated Maximum Amount Of Common Stock Issuable Under Primary Public Offering | $ 2,800,000,000 | |||||||||||
Minimum Amount Of Common Stock Issuable Under Public Offering | $ 2,000,000 | |||||||||||
Subscriptions In Offering Of Common Stock Received And Accepted Shares | shares | 11,257,889 | |||||||||||
Subscriptions In Offering Of Common Stock Received And Accepted Value | $ 112,079,000 | |||||||||||
Common Class I [Member] | ||||||||||||
Share price | $ / shares | $ 9.30 | |||||||||||
Reallocated Maximum Amount Of Common Stock Issuable Under Primary Public Offering | $ 200,000,000 | |||||||||||
Distribution Reinvestment Plan [Member] | ||||||||||||
Maximum amount of common stock issuable under public offering | $ 150,000,000 | |||||||||||
Share price | $ / shares | $ 9.40 | $ 9.50 | ||||||||||
OHIO | ||||||||||||
Minimum Amount Of Common Stock Issuable Under Public Offering | $ 10,000,000 | |||||||||||
WASHINGTON | ||||||||||||
Minimum Amount Of Common Stock Issuable Under Public Offering | 20,000,000 | |||||||||||
PENNSYLVANIA | ||||||||||||
Minimum Amount Of Common Stock Issuable Under Public Offering | $ 150,000,000 | |||||||||||
Griffin Capital Company, LLC [Member] | ||||||||||||
Ownership percentage in affiliate | 25.00% | |||||||||||
American Healthcare Investors [Member] | ||||||||||||
Ownership percentage in affiliate | 75.00% | |||||||||||
AHI Group Holdings, LLC [Member] | ||||||||||||
Ownership percentage in affiliate | 47.10% | |||||||||||
NorthStar Asset Management Group Inc. [Member] | ||||||||||||
Ownership percentage in affiliate | 45.10% | |||||||||||
James F. Flaherty III [Member] | ||||||||||||
Ownership percentage in affiliate | 7.80% | |||||||||||
Subsequent Event [Member] | Common Class I [Member] | ||||||||||||
Share price | $ / shares | $ 9.21 | $ 9.21 | ||||||||||
Subsequent Event [Member] | Distribution Reinvestment Plan [Member] | ||||||||||||
Share price | $ / shares | $ 9.40 | |||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Subscriptions In Offering Of Common Stock Received And Accepted Shares | shares | 14,984,486 | |||||||||||
Subscriptions In Offering Of Common Stock Received And Accepted Value | $ 149,093,000 | |||||||||||
Subsequent Event [Member] | PENNSYLVANIA | ||||||||||||
Minimum Amount Of Common Stock Issuable Under Public Offering | $ 150,000,000 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Feb. 16, 2016 | |
Common Stock Values Subscriptions before minimum offering raised | $ 229,000 | $ 229,000 | ||
Percentage of ownership in operating partnership | 99.00% | 99.99% | ||
Percentage of limited partnership interest | 1.00% | 0.01% | ||
Percentage of income required to be distributed as dividends | 90.00% | 90.00% | ||
Number of Reportable Segments | 2 | |||
Building and Building Improvements [Member] | Maximum [Member] | ||||
Estimated useful life | 39 years | 39 years | ||
Leasehold Improvements [Member] | Maximum [Member] | ||||
Estimated useful life | 15 years | 15 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | ||||
Estimated useful life | 10 years | 10 years | ||
PENNSYLVANIA | ||||
Minimum Amount Of Common Stock Issuable Under Public Offering | $ 150,000,000 |
Real Estate Investments, Net -
Real Estate Investments, Net - Investments in Consolidated Properties (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Real Estate Properties [Line Items] | ||
Real estate investments, at cost | $ 118,764,000 | $ 0 |
Real Estate Investment Property, Accumulated Depreciation | (822,000) | 0 |
Real estate investments, net | 117,942,000 | 0 |
Building and Building Improvements [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investments, at cost | 106,442,000 | 0 |
Land [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investments, at cost | $ 12,322,000 | $ 0 |
Real Estate Investments, Net 49
Real Estate Investments, Net - Additional Information (Detail) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2016USD ($)AcquisitionBuilding | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)AcquisitionBuilding | |
Real Estate Properties [Line Items] | |||
Depreciation | $ 0 | $ 822,000 | |
Maximum percentage Of Fees And Expenses Associated With Acquisition | 6.00% | ||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 9 | ||
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | ||
Contract purchase price | $ 138,820,000 | ||
Medical Office Building [Member] | |||
Real Estate Properties [Line Items] | |||
Capital expenditures incurred | $ 23,000 | ||
Senior Housing [Member] | |||
Real Estate Properties [Line Items] | |||
Capital expenditures incurred | $ 0 | ||
2016 Acquisitions [Member] | |||
Real Estate Properties [Line Items] | |||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 9 | ||
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | ||
Contract purchase price | $ 138,820,000 |
Real Estate Investments, Net 50
Real Estate Investments, Net - Summary of Acquisitions (Detail) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2016USD ($)AcquisitionBuilding | Dec. 31, 2016USD ($)AcquisitionBuilding | |
Real Estate Properties [Line Items] | ||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 9 | |
Lines Of Credit Related To Acquisition Of Properties | $ 90,700,000 | |
Contract purchase price | $ 138,820,000 | |
Mortgage loans payable related to acquisition of properties | $ 3,968,000 | |
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | |
Ownership Percentage, Properties | 100.00% | |
Iron MOB Portfolio [Member] | ||
Real Estate Properties [Line Items] | ||
Type Of Property Acquired | Medical Office | |
Lines Of Credit Related To Acquisition Of Properties | $ 30,400,000 | |
Date of acquisition of property | Oct. 13, 2016 | |
Contract purchase price | $ 31,000,000 | |
Acquisition fee | $ 1,395,000 | |
Mint Hill MOB [Member] | ||
Real Estate Properties [Line Items] | ||
Type Of Property Acquired | Medical Office | |
Lines Of Credit Related To Acquisition Of Properties | $ 20,400,000 | |
Date of acquisition of property | Nov. 14, 2016 | |
Contract purchase price | $ 21,000,000 | |
Acquisition fee | $ 945,000 | |
Lafayette Assisted Living Portfolio [Member] | ||
Real Estate Properties [Line Items] | ||
Type Of Property Acquired | Senior Housing | |
Lines Of Credit Related To Acquisition Of Properties | $ 17,500,000 | |
Date of acquisition of property | Dec. 1, 2016 | |
Contract purchase price | $ 16,750,000 | |
Acquisition fee | $ 754,000 | |
Pottsville MOB [Member] | ||
Real Estate Properties [Line Items] | ||
Type Of Property Acquired | Medical Office | |
Lines Of Credit Related To Acquisition Of Properties | $ 0 | |
Date of acquisition of property | Sep. 16, 2016 | |
Contract purchase price | $ 9,150,000 | |
Acquisition fee | $ 412,000 | |
Auburn MOB [Member] | ||
Real Estate Properties [Line Items] | ||
Type Of Property Acquired | Medical Office | |
Lines Of Credit Related To Acquisition Of Properties | $ 0 | |
Date of acquisition of property | Jun. 28, 2016 | |
Contract purchase price | $ 5,450,000 | |
Acquisition fee | $ 245,000 | |
Charlottesville MOB [Member] | ||
Real Estate Properties [Line Items] | ||
Type Of Property Acquired | Medical Office | |
Lines Of Credit Related To Acquisition Of Properties | $ 0 | |
Date of acquisition of property | Sep. 22, 2016 | |
Contract purchase price | $ 20,120,000 | |
Acquisition fee | $ 905,000 | |
Rochester Hills MOB [Member] | ||
Real Estate Properties [Line Items] | ||
Type Of Property Acquired | Medical Office | |
Lines Of Credit Related To Acquisition Of Properties | $ 0 | |
Date of acquisition of property | Sep. 29, 2016 | |
Contract purchase price | $ 8,300,000 | |
Mortgage loans payable related to acquisition of properties | 3,968,000 | |
Acquisition fee | $ 374,000 | |
Cullman MOB [Member] | ||
Real Estate Properties [Line Items] | ||
Type Of Property Acquired | Medical Office | |
Lines Of Credit Related To Acquisition Of Properties | $ 12,000,000 | |
Date of acquisition of property | Sep. 30, 2016 | |
Contract purchase price | $ 16,650,000 | |
Acquisition fee | $ 749,000 | |
Evendale MOB [Member] | ||
Real Estate Properties [Line Items] | ||
Type Of Property Acquired | Medical Office | |
Lines Of Credit Related To Acquisition Of Properties | $ 10,400,000 | |
Date of acquisition of property | Dec. 13, 2016 | |
Contract purchase price | $ 10,400,000 | |
Acquisition fee | $ 468,000 | |
2016 Acquisitions [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 9 | |
Contract purchase price | $ 138,820,000 | |
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | |
Related Party Transactions Total Acquisition Fees | $ 6,247,000 | |
Advisor [Member] | ||
Real Estate Properties [Line Items] | ||
Base Acquisition Fee For Property Acquired | 2.25% | 2.25% |
Contingent Advisor Payment Fee | 2.25% | 2.25% |
Real Estate Investments, Net Re
Real Estate Investments, Net Real Estate Investments, Net (Phantom) (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Real Estate (Phantom) [Abstract] | ||
Depreciation | $ 0 | $ 822 |
Identified Intangible Assets,52
Identified Intangible Assets, Net - Summary of Identified Intangibles, Net (Detail) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 0 | $ 483,000 |
Identified intangible assets, net | $ 19,673,000 | |
Finite-Lived Intangible Asset, Useful Life | 28 years 7 months 6 days | |
Identified intangible assets, net | 0 | $ 19,673,000 |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, net | 0 | $ 12,504,000 |
Finite-Lived Intangible Asset, Useful Life | 8 years 1 month 6 days | |
Net of accumulated amortization | $ 430,000 | |
Leasehold Interests [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 22,000 | |
Identified intangible assets, net | 0 | $ 6,390,000 |
Finite-Lived Intangible Asset, Useful Life | 71 years 6 months | |
Net of accumulated amortization | $ 22,000 | |
Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 31,000 | |
Identified intangible assets, net | $ 0 | $ 779,000 |
Finite-Lived Intangible Asset, Useful Life | 6 years 3 months 18 days | |
Net of accumulated amortization | $ 31,000 |
Identified Intangible Assets,53
Identified Intangible Assets, Net - Summary of Amortization Expense on Identified Intangible Assets, Net (Detail) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 2,227,000 |
2,018 | 2,099,000 |
2,019 | 1,995,000 |
2,020 | 1,778,000 |
2,021 | 1,633,000 |
Thereafter | 9,941,000 |
Identified intangible assets, net | $ 19,673,000 |
Other Assets, Net - Other Asset
Other Assets, Net - Other Assets, Net (Detail) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Other Assets [Abstract] | ||
Debt Issuance Costs, Net | $ 0 | $ 943,000 |
Prepaid expenses and deposits | 0 | 257,000 |
Deferred rent receivables | 0 | 207,000 |
Other assets, net | 0 | 1,407,000 |
Amortization of Debt Issuance Costs | $ 0 | $ 112,000 |
Other Assets, Net - Estimated A
Other Assets, Net - Estimated Amortization Expense on Deferred Financing Costs and Lease Commissions (Detail) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Other Assets [Abstract] | ||
Amortization of Debt Issuance Costs | $ 0 | $ 112,000 |
Other Assets, Net Other Assets
Other Assets, Net Other Assets (Phantom) (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Real Estate (Phantom) [Abstract] | ||
Amortization of Debt Issuance Costs | $ 0 | $ 112,000 |
Mortgage Loans Payable, Net - A
Mortgage Loans Payable, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Mortgage Loans on Real Estate [Line Items] | |||
Assumptions on mortgage loans payable, net | $ 4,129,000 | ||
Amortization of deferred financing costs related to mortgage | 2,000 | ||
Deferred financing costs | (103,000) | ||
Scheduled principal payments on mortgage loans payable | (60,000) | ||
Amortization of Debt Discount (Premium) | (3,000) | ||
Mortgage loan payable, net | 0 | $ 3,965,000 | $ 0 |
Total fixed rate debt | $ 3,908,000 | $ 0 | |
Mortgage loans payable, net — December 31, 2016 | $ 0 | ||
Minimum [Member] | |||
Mortgage Loans on Real Estate [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 5.25% |
Mortgage Loans Payable, Net - P
Mortgage Loans Payable, Net - Principal Payments Due on Mortgage Loans Payable (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Mortgage Loans on Real Estate [Abstract] | ||
2,017 | $ 254,000 | |
2,018 | 268,000 | |
2,019 | 282,000 | |
2,020 | 298,000 | |
2,021 | 314,000 | |
Thereafter | 2,492,000 | |
Total fixed rate debt | $ 3,908,000 | $ 0 |
Line of Credit (Detail)
Line of Credit (Detail) | Aug. 25, 2016USD ($)Extension | Dec. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |
Line of credit facility, remaining borrowing capacity | 66,100,000 | |
Line Of Credit Facility, Number Of Potential Extensions | Extension | 1 | |
Line Of Credit Facility, Potential Extension Term | 12 months | |
Line Of Credit Facility, Potential Increase Amount To Borrowing Capacity | $ 100,000,000 | |
Line Of Credit Facility, Potential Maximum Borrowing Capacity | $ 200,000,000 | |
Line of Credit Facility, Collateral | 750,000,000 | |
Long-term Line of Credit | $ 33,900,000 | |
Weighted average effective interest rate | 4.30% | |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage condition one | 0.20% | |
Average daily used amount percentage condition one | 50.00% | |
Commitment fee percentage condition two | 0.25% | |
Average daily used amount percentage condition two | 50.00% | |
Line of Credit [Member] | Federal Funds Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
Line of Credit [Member] | One-Month Eurodollar [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Line of Credit [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Base Rate, Percent | 0.00% | |
Line of Credit [Member] | Standby Letters of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | |
Line of Credit [Member] | Bridge Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |
Minimum [Member] | Line of Credit [Member] | Eurodollar [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |
Minimum [Member] | Line of Credit [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.55% | |
Maximum [Member] | Line of Credit [Member] | Eurodollar [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |
Maximum [Member] | Line of Credit [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.05% |
Identified Intangible Liabili60
Identified Intangible Liabilities, Net - Summary of Identified Intangibles, Net (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Liabilities [Line Items] | ||
Amortization of above and below Market Leases | $ 60,000 | |
Identified intangible liabilities, net | 1,063,000 | $ 0 |
Below Market Lease [Member] | ||
Finite Lived Intangible Liabilities [Line Items] | ||
Identified intangible liabilities, net | 1,063,000 | $ 0 |
Net of accumulated amortization | $ 60,000 | |
Weighted average remaining life | 5 years 4 months 24 days |
Identified Intangible Liabili61
Identified Intangible Liabilities, Net - Summary of Amortization Expense on Below Market Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Intangible Liabilities [Abstract] | |
2,017 | $ 265 |
2,018 | 265 |
2,019 | 237 |
2,020 | 73 |
2,021 | 51 |
Thereafter | 172 |
Identified intangible liabilities, net | $ 1,063 |
Redeemable Noncontrolling Int62
Redeemable Noncontrolling Interest (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Redeemable Noncontrolling Interest [Line Items] | ||
General partnership interest | 99.00% | 99.99% |
Noncontrolling limited partnership interest in operating partnership | 1.00% | 0.01% |
Balance - December 31, 2015 | $ 0 | |
Reclassification of noncontrolling interest to mezzanine equity | (2,000) | |
Less: net loss attributable to redeemable noncontrolling interest | $ 0 | 0 |
Balance - December 31, 2016 | $ 0 | $ 2,000 |
Equity Accumulated Other Compre
Equity Accumulated Other Comprehensive Income (Loss) (Details) | Apr. 13, 2016shares | Feb. 16, 2016USD ($)$ / shares | Oct. 22, 2015shares | Jul. 23, 2015shares | Feb. 15, 2017 | Dec. 31, 2016USD ($)$ / sharesshares | Feb. 24, 2017shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Mar. 01, 2017$ / shares | Jan. 23, 2017$ / shares | Jan. 01, 2017$ / shares | Jun. 17, 2016USD ($)$ / shares | Feb. 12, 2016shares | Feb. 06, 2015USD ($)shares |
Share Repurchase Plan Percentage of Price per-Share Condition Two | 100.00% | |||||||||||||||
Stockholder Servicing Fee Incurred | $ | $ 4,052,000 | |||||||||||||||
Aggregate Maximum Amount Of Common Stock Issuable Under Public Offering | $ | $ 3,150,000,000 | |||||||||||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||
Granted (in shares) | 15,000 | |||||||||||||||
Issuance of common stock under the DRIP | $ | $ 0 | $ 796,000 | ||||||||||||||
Issuance of common stock under the DRIP, shares | 83,717 | |||||||||||||||
Selling Commissions Percentage | 3.00% | |||||||||||||||
Selling Commissions Expenses | $ | $ 3,045,000 | |||||||||||||||
Maximum percentage of dealer manager fee | 3.00% | |||||||||||||||
Percentage Of Dealer Manager Fee | 1.00% | |||||||||||||||
Dealer Manager Fees | $ | 1,106,000 | |||||||||||||||
Stockholder daily servicing fee percentage | 1.00% | |||||||||||||||
Stockholder Servicing Fee Payable | $ | $ 3,973,000 | $ 3,973,000 | 3,973,000 | |||||||||||||
Noncontrolling interest (Note 11) | $ | $ 0 | $ 0 | $ 2,000 | $ 0 | ||||||||||||
Shares Issued | 11,377,439 | 11,377,439 | 20,833 | 11,377,439 | ||||||||||||
Receivable from transfer agent | $ | $ 1,015,000 | $ 1,015,000 | $ 0 | $ 1,015,000 | ||||||||||||
Number of shares of preferred stock, authorized to be issued | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||
Par value of preferred stock, authorized to be issued | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Maximum Percentage Of Common Stock Repurchased During Period | 5.00% | |||||||||||||||
Share Repurchase Plan Holding Period Condition One | 1 year | |||||||||||||||
Share Repurchase Plan Percentage of Price per-Share Condition One | 92.50% | |||||||||||||||
Distribution Reinvestment Plan [Member] | ||||||||||||||||
Maximum amount of common stock issuable under public offering | $ | $ 150,000,000 | |||||||||||||||
Share price | $ / shares | $ 9.50 | $ 9.40 | ||||||||||||||
Distribution Reinvestment Plan [Member] | Subsequent Event [Member] | ||||||||||||||||
Share price | $ / shares | $ 9.40 | |||||||||||||||
Common Class T [Member] | ||||||||||||||||
Reallocated Maximum Amount Of Common Stock Issuable Under Primary Public Offering | $ | $ 2,800,000,000 | |||||||||||||||
Maximum amount of common stock issuable under public offering | $ | $ 3,000,000,000 | |||||||||||||||
Share price | $ / shares | $ 10 | $ 10 | ||||||||||||||
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 | 1,000,000,000 | 900,000,000 | ||||||||||||
Subscriptions In Offering Of Common Stock Received And Accepted Shares | 11,257,889 | |||||||||||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Common Class I [Member] | ||||||||||||||||
Reallocated Maximum Amount Of Common Stock Issuable Under Primary Public Offering | $ | $ 200,000,000 | |||||||||||||||
Share price | $ / shares | $ 9.30 | |||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 0 | 100,000,000 | ||||||||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Common Class I [Member] | Subsequent Event [Member] | ||||||||||||||||
Share price | $ / shares | $ 9.21 | $ 9.21 | ||||||||||||||
Maximum percentage of dealer manager fee | 1.50% | |||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||
Subscriptions In Offering Of Common Stock Received And Accepted Shares | 14,984,486 | |||||||||||||||
Griffin American Advisor [Member] | Common Class T [Member] | ||||||||||||||||
Stock purchased | 22,222 | |||||||||||||||
Value of stock purchased | $ | $ 200,000 | |||||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 8,889 | |||||||||||||||
Per Share, stock splits | 2.343749 | |||||||||||||||
Issuance of common stock, number of shares | 20,833 | |||||||||||||||
Two Thousand Fifteen Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,000,000 | |||||||||||||||
Share price | $ / shares | $ 10 | |||||||||||||||
Two Thousand Fifteen Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 9 months 11 days | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Fair Value | $ | $ 120,000 | $ 120,000 | $ 0 | $ 120,000 | ||||||||||||
Allocated Share-based Compensation Expense | $ | 80,000 | |||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ | $ 70,000 | $ 70,000 | $ 0 | $ 70,000 | ||||||||||||
Two Thousand Fifteen Incentive Plan [Member] | Restricted Stock [Member] | Independent Directors [Member] | ||||||||||||||||
Stock Issued During Period Share Based Compensation Per Director | 5,000 | |||||||||||||||
Granted (in shares) | 15,000 | |||||||||||||||
Number of Independent Directors | 3 | |||||||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options vesting percentage | 20.00% | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vesting Percentage On Anniversary Of Grant Date | 20.00% | |||||||||||||||
Number of anniversaries of grant date to vest | 4 | |||||||||||||||
Limited Partner [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 89 | |||||||||||||||
Noncontrolling interest (Note 11) | $ | $ 2,000 | |||||||||||||||
Limited partnership units issued | 222 | |||||||||||||||
Stock Issued During Period, Shares, Stock Splits | 208 |
Equity - Status and Changes of
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Balance- December 31, 2015 (in shares) | 0 | |
Balance- December 31, 2015 (in dollars per share) | $ 10 | $ 0 |
Granted (in shares) | 15,000 | |
Granted (dollars per share) | $ 10 | |
Vested (in shares) | (3,000) | |
Vested (in dollars per share) | $ 10 | |
Forfeited (in shares) | 0 | |
Forfeited (in dollars per share) | $ 0 | |
Expected to vest (in shares) | 12,000 | |
Balance- December 31, 2016 (in shares) | 12,000 | |
Balance- December 31, 2016 (in dollars per share) | $ 10 | $ 0 |
Expected to vest (in dollars per share) | $ 10 |
Equity - Phantom (Detail)
Equity - Phantom (Detail) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Equity Phantom [Abstract] | ||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Related Party Transactions Addi
Related Party Transactions Additional Information (Detail) | 11 Months Ended | 12 Months Ended | 15 Months Ended | |||
Dec. 31, 2016USD ($)Quarter | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Feb. 29, 2016$ / shares | Feb. 16, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||||
Percentage Of Dealer Manager Fee | 1.00% | |||||
Due to Affiliate | $ 5,531,000 | $ 5,531,000 | $ 5,531,000 | $ 0 | ||
Maximum percentage Of Fees And Expenses Associated With Acquisition | 6.00% | |||||
Asset management fees waived by advisor | $ 80,000 | |||||
Asset Management Fees | $ 151,000 | |||||
Minimum Investment Rate By Officer EVP | 5.00% | 5.00% | 5.00% | 10.00% | ||
Maximum Investment Rate By Officer EVP | 15.00% | 15.00% | 15.00% | 15.00% | ||
Officer Purchase Share Price | $ / shares | $ 9.60 | |||||
Related party transaction, expenses from transactions with related party | $ 9,112,000 | |||||
Maximum percentage of dealer manager fee | 3.00% | |||||
Contingent Advisor Payment Incurred [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | $ 5,404,000 | 5,404,000 | $ 5,404,000 | 0 | ||
Base Acquisition Fee Paid [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | 3,124,000 | |||||
Operating Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage Of Operating Expenses Of Net Income | (27.50%) | |||||
Due to Affiliate | $ 24,000 | 24,000 | $ 24,000 | 0 | ||
Operating Expenses | $ 437,000 | |||||
Percentage Of Operating Expenses Of Average Invested Assets | 3.30% | |||||
Related party transaction, expenses from transactions with related party | $ 386,000 | |||||
Subordinated Distribution Of Net Sales Proceeds [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage Of Distribution of Net Proceeds From Sale Of Properties | 15.00% | |||||
Annual Cumulative Non Compounded Return On Gross Proceeds From Sale Of Shares of our common stock | 6.00% | |||||
Subordinated DistributionUpon Listing [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution rate of common stock capital to advisor | 15.00% | |||||
Annual Cumulative Non Compounded Return Upon Listing Of Shares of common stock | 6.00% | |||||
Subordinated Distribution Upon Termination [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution rate of common stock capital to advisor | 15.00% | |||||
Annual Cumulative Non Compounded Return Upon Listing Of Shares of common stock | 6.00% | |||||
Advisor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage Of Dealer Manager Fee | 2.00% | |||||
Maximum percentage of other organizational and offering expense | 1.00% | |||||
Acquisition Fee Of Contract Purchase Price For Property Acquired | 4.50% | |||||
Acquisition Fee Of Contract Purchase Price Of Real Estate Related Investments | 4.25% | |||||
Base Acquisition Fee For Property Acquired | 2.25% | 2.25% | ||||
Base Acquisition Fee For Real Estate Related Investments | 2.00% | |||||
Contingent Advisor Payment Fee | 2.25% | 2.25% | ||||
Minimum Condition Contingent Advisor Payment | $ 7,500,000 | |||||
Imputed leverage on equity raise percentage as basis of acquisition fee | 50.00% | |||||
Maximum percentage Of Fees And Expenses Associated With Acquisition | 6.00% | |||||
Asset Management Fee Percent | 0.80% | |||||
Percentage Of Property Management Oversight Fees | 1.00% | |||||
Percentage Of Property Oversight Fees - Gross Monthly Cash Receipts | 1.50% | |||||
Percentage Of Property Management Oversight Fees - Multiple Tenants | 1.50% | |||||
Minimum Percentage Of Lease Fees | 3.00% | |||||
Maximum Percentage Of Lease Fees | 6.00% | |||||
Maximum Percentage Of Construction Management Fees | 5.00% | |||||
Number Of Consecutive Fiscal Quarter For Reimbursement Measurement | Quarter | 4 | |||||
Condition One: Percentage Of Operating Expenses Of Average Invested Asset | 2.00% | |||||
Condition Two: Percentage Of Operating Expense Of Net Income | 25.00% | |||||
Disposition Fee As Percentage Of Contract Sales Price | 2.00% | |||||
Disposition Fee As Percentage Of Customary Competitive Real Estate Commission | 50.00% | |||||
Maximum Percentage Of Disposition Fees | 6.00% | |||||
Property Management Fees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 47,000 | |||||
Jeffrey T. Hanson, Danny Prosky, and Mathieu B. Streiff [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment Rate By Officer | 100.00% | |||||
Dealer manager fees [Member] | Contingent Advisor Payment Incurred [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | 2,212,000 | |||||
Due to Affiliate | $ 2,212,000 | 2,212,000 | $ 2,212,000 | 0 | ||
Other organizational and offering expenses [Member] | Contingent Advisor Payment Incurred [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | 3,192,000 | |||||
Due to Affiliate | $ 3,192,000 | $ 3,192,000 | $ 3,192,000 | $ 1,606,000 |
Related Party Transactions Rel
Related Party Transactions Related Party Description (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 200 | $ 112,148 |
Board of Directors Chairman [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 184 | |
Issuance of common stock, number of shares | 19,213 | |
President [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 204 | |
Issuance of common stock, number of shares | 21,265 | |
Executive Vice President [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 199 | |
Issuance of common stock, number of shares | 20,707 | |
Executive Vice President, Acquisitions [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 23 | |
Issuance of common stock, number of shares | 2,447 | |
Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 610 | |
Issuance of common stock, number of shares | 63,632 |
Related Party Transactions Sche
Related Party Transactions Schedule of Amount Outstanding to Affiliates (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due to Affiliate | $ 5,531,000 | $ 0 |
Contingent Advisor Payment Incurred [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 5,404,000 | 0 |
Asset Management Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 83,000 | 0 |
Operating Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 24,000 | 0 |
Property Management Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | $ 20,000 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans Payable, Fair Value Disclosure | $ 4,131,000 | |
Liabilities: | ||
Mortgage loan payable, net | 3,965,000 | $ 0 |
Line of Credit Facility, Fair Value of Amount Outstanding | 33,899,000 | |
Lines of credit and term loan, net | $ 32,957,000 |
Tax Treatment of Distribution70
Tax Treatment of Distributions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Ordinary income | $ 0 |
Capital gain | 0 |
Return of capital | 1,345 |
Distributions reportable | $ 1,345 |
Ordinary income | 0.00% |
Capital gain | 0.00% |
Return of capital | 100.00% |
Percentage distribution reportable | 100.00% |
Future Minimum Rent - Schedule
Future Minimum Rent - Schedule of Future Minimum Rent (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Schedule of Future Minimum Base Rent Contractually Due under Operating Leases | |
2,017 | $ 11,078 |
2,018 | 11,095 |
2,019 | 11,174 |
2,020 | 10,627 |
2,021 | 10,190 |
Thereafter | 35,259 |
Total | 89,423 |
Schedule of Future Minimum Lease Obligations under Non-cancelable Ground and Other Lease Obligations | |
2,017 | 32 |
2,018 | 32 |
2,019 | 33 |
2,020 | 33 |
2,021 | 33 |
Thereafter | 2,756 |
Total | $ 2,919 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($)AcquisitionBuilding | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)AcquisitionBuilding | Jan. 01, 2015$ / shares | |
Business Acquisitions [Line Items] | ||||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 9 | |||
Minimum Percent Share Of Each State Annualized Base Rent That Company Owned | 10.00% | 10.00% | ||
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | |||
Contract purchase price | $ 138,820,000 | |||
Acquisition related expenses | $ 0 | $ 4,745,000 | ||
2016 Acquisitions [Member] | ||||
Business Acquisitions [Line Items] | ||||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 9 | |||
Share price | $ / shares | $ 10 | |||
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | |||
Contract purchase price | $ 138,820,000 | |||
Acquisition related expenses | 4,476,000 | |||
Contingent Advisor Payment Incurred [Member] | ||||
Business Acquisitions [Line Items] | ||||
Due to Affiliate | $ 3,123,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Revenues and Net Income (Loss) of Properties Acquired (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Auburn MOB [Member] | |
Business Acquisitions [Line Items] | |
Revenue | $ 432 |
Net income (Loss) | 144 |
Pottsville MOB [Member] | |
Business Acquisitions [Line Items] | |
Revenue | 311 |
Net income (Loss) | 136 |
Charlottesville MOB [Member] | |
Business Acquisitions [Line Items] | |
Revenue | 555 |
Net income (Loss) | 203 |
Rochester Hills MOB [Member] | |
Business Acquisitions [Line Items] | |
Revenue | 288 |
Net income (Loss) | 35 |
Cullman MOB [Member] | |
Business Acquisitions [Line Items] | |
Revenue | 403 |
Net income (Loss) | 151 |
Iron MOB Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Revenue | 701 |
Net income (Loss) | 147 |
Mint Hill MOB [Member] | |
Business Acquisitions [Line Items] | |
Revenue | 270 |
Net income (Loss) | 75 |
Lafayette Assisted Living Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Revenue | 127 |
Net income (Loss) | 73 |
Evendale MOB [Member] | |
Business Acquisitions [Line Items] | |
Revenue | 69 |
Net income (Loss) | $ (10) |
Business Combinations - Fair Va
Business Combinations - Fair Value of Acquisitions (Details) | Dec. 31, 2016USD ($) |
Auburn MOB [Member] | |
Business Acquisitions [Line Items] | |
Buildings and Improvements | $ 4,600,000 |
Land | 406,000 |
Total assets acquired | 5,392,000 |
Mortgage loan payable, net | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 5,392,000 |
Pottsville MOB [Member] | |
Business Acquisitions [Line Items] | |
Buildings and Improvements | 7,050,000 |
Land | 1,493,000 |
Total assets acquired | 9,283,000 |
Mortgage loan payable, net | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 133,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 9,150,000 |
Charlottesville MOB [Member] | |
Business Acquisitions [Line Items] | |
Buildings and Improvements | 13,330,000 |
Land | 4,768,000 |
Total assets acquired | 20,128,000 |
Mortgage loan payable, net | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 20,128,000 |
Rochester Hills MOB [Member] | |
Business Acquisitions [Line Items] | |
Buildings and Improvements | 5,763,000 |
Land | 1,727,000 |
Total assets acquired | 8,579,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 4,246,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 4,333,000 |
Cullman MOB [Member] | |
Business Acquisitions [Line Items] | |
Buildings and Improvements | 13,989,000 |
Land | 0 |
Total assets acquired | 16,650,000 |
Mortgage loan payable, net | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 16,650,000 |
Iron MOB Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Buildings and Improvements | 25,050,000 |
Land | 0 |
Total assets acquired | 31,356,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 646,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 30,710,000 |
Mint Hill MOB [Member] | |
Business Acquisitions [Line Items] | |
Buildings and Improvements | 16,585,000 |
Land | 0 |
Total assets acquired | 20,337,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 20,337,000 |
Lafayette Assisted Living Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Buildings and Improvements | 12,469,000 |
Land | 2,308,000 |
Total assets acquired | 16,750,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 16,750,000 |
Evendale MOB [Member] | |
Business Acquisitions [Line Items] | |
Buildings and Improvements | 7,583,000 |
Land | 1,620,000 |
Total assets acquired | 10,422,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 227,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 10,195,000 |
In-Place Leases [Member] | Auburn MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 386,000 |
In-Place Leases [Member] | Pottsville MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 740,000 |
In-Place Leases [Member] | Charlottesville MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,030,000 |
In-Place Leases [Member] | Rochester Hills MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,089,000 |
In-Place Leases [Member] | Cullman MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,249,000 |
In-Place Leases [Member] | Iron MOB Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,563,000 |
In-Place Leases [Member] | Mint Hill MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,705,000 |
In-Place Leases [Member] | Lafayette Assisted Living Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,973,000 |
In-Place Leases [Member] | Evendale MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,199,000 |
Leasehold Interest [Member] | Auburn MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 |
Leasehold Interest [Member] | Pottsville MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 |
Leasehold Interest [Member] | Charlottesville MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 |
Leasehold Interest [Member] | Rochester Hills MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 |
Leasehold Interest [Member] | Cullman MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,412,000 |
Leasehold Interest [Member] | Iron MOB Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,953,000 |
Leasehold Interest [Member] | Mint Hill MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,047,000 |
Leasehold Interest [Member] | Lafayette Assisted Living Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 |
Leasehold Interest [Member] | Evendale MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 |
Above Market Leases [Member] | Iron MOB Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 790,000 |
Above Market Leases [Member] | Mint Hill MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 |
Above Market Leases [Member] | Lafayette Assisted Living Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 |
Above Market Leases [Member] | Evendale MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 20,000 |
Below Market Lease [Member] | Auburn MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Below Market Lease [Member] | Pottsville MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 133,000 |
Below Market Lease [Member] | Charlottesville MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Below Market Lease [Member] | Rochester Hills MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 117,000 |
Below Market Lease [Member] | Cullman MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Below Market Lease [Member] | Iron MOB Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 646,000 |
Below Market Lease [Member] | Mint Hill MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Below Market Lease [Member] | Lafayette Assisted Living Portfolio [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 |
Below Market Lease [Member] | Evendale MOB [Member] | |
Business Acquisitions [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 227,000 |
Mortgage Loans Payable, Net [Member] | Rochester Hills MOB [Member] | |
Business Acquisitions [Line Items] | |
Mortgage loan payable, net | $ 4,129,000 |
Business Combinations - Busines
Business Combinations - Business Acquisition Pro Forma Information (Detail) - 2016 Acquisitions [Member] - USD ($) $ / shares in Units, $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Business Acquisitions [Line Items] | ||
Revenue | $ 13,726 | $ 14,654 |
Net income (loss) | (1,179) | 2,077 |
Net income (loss) attributable to controlling interest | $ (1,179) | $ 2,077 |
Net income (loss) per Class T and Class I common share attributable to controlling interest-basic and diluted | $ (0.08) | $ 0.12 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Detail) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Segment Reporting Information Line Items | ||||||
Total assets | $ 142,758,000 | $ 202,000 | $ 142,758,000 | |||
Revenue: | ||||||
Real estate revenue | 0 | 3,156,000 | ||||
Owned Property Management Costs | 898,000 | |||||
Expenses: | ||||||
Rental expenses | 0 | 898,000 | ||||
Segment net operating income | 2,258,000 | |||||
Operating Expenses [Abstract] | ||||||
General and administrative | 0 | 1,221,000 | ||||
Acquisition related expenses | 0 | 4,745,000 | ||||
Depreciation and amortization | 0 | 1,252,000 | ||||
Loss from operations | (2,161,000) | $ (2,036,000) | $ (613,000) | $ (150,000) | 0 | (4,960,000) |
Other income (expense): | ||||||
Interest expense (including amortization of deferred financing costs and debt premium) | 0 | (514,000) | ||||
Net loss | (2,619,000) | $ (2,092,000) | $ (613,000) | $ (150,000) | 0 | (5,474,000) |
Medical Office Building [Member] | ||||||
Segment Reporting Information Line Items | ||||||
Total assets | 123,223,000 | 0 | 123,223,000 | |||
Revenue: | ||||||
Real estate revenue | 3,029,000 | |||||
Owned Property Management Costs | 887,000 | |||||
Expenses: | ||||||
Segment net operating income | 2,142,000 | |||||
Senior Housing [Member] | ||||||
Segment Reporting Information Line Items | ||||||
Total assets | 16,758,000 | 0 | 16,758,000 | |||
Revenue: | ||||||
Real estate revenue | 127,000 | |||||
Owned Property Management Costs | 11,000 | |||||
Expenses: | ||||||
Segment net operating income | 116,000 | |||||
Other Segments [Member] | ||||||
Segment Reporting Information Line Items | ||||||
Total assets | $ 2,777,000 | $ 202,000 | $ 2,777,000 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | Dec. 31, 2016State |
Concentration of Credit Risk | |
Number of states in which entity operates | 4 |
Number of tenants with more than ten percent of annual base rent | 3 |
Minimum percent share of annualized base rent accounted by tenants | 10.00% |
Minimum Percent Share Of Each State Annualized Base Rent That Company Owned | 10.00% |
ALABAMA | |
Concentration of Credit Risk | |
Percentage of annual base rent | 36.00% |
VIRGINIA | |
Concentration of Credit Risk | |
Percentage of annual base rent | 16.80% |
NORTH CAROLINA | |
Concentration of Credit Risk | |
Percentage of annual base rent | 13.10% |
LOUISIANA | |
Concentration of Credit Risk | |
Percentage of annual base rent | 10.20% |
Concentration of Credit Risk 78
Concentration of Credit Risk - Schedule of Annualized Base Rent from Tenants at Consolidated Properties (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)ft² | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
GLA (Sq Ft) | 623,000 |
Cullman Regional Center, Inc. [Domain] | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
Annual base rent | $ | $ 1,453 |
Percentage of annual base rent | 13.10% |
Type Of Property Acquired | Medical Office |
GLA (Sq Ft) | 95,000 |
Martha Jefferson Hospital [Domain] | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
Annual base rent | $ | $ 1,268 |
Percentage of annual base rent | 11.50% |
Type Of Property Acquired | Medical Office |
GLA (Sq Ft) | 51,000 |
Lease expiration date | Jun. 30, 2022 |
Colonial Oaks Master Tenant [Domain] | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
Annual base rent | $ | $ 1,131 |
Percentage of annual base rent | 10.21% |
Type Of Property Acquired | Senior Housing |
GLA (Sq Ft) | 80,000 |
Lease expiration date | Nov. 30, 2031 |
Per Share Data (Detail)
Per Share Data (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Participating securities, distributed and undistributed earnings (loss), basic | $ 5,000 | |
Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 12,000 | 0 |
Redeemable Limited Partnership Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 208 |
Selected Quarterly Financial 80
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||
Revenues | $ 2,818,000 | $ 312,000 | $ 26,000 | $ 0 | ||
Expenses | (4,979,000) | (2,348,000) | (639,000) | (150,000) | $ 0 | $ (8,116,000) |
Loss from operations | (2,161,000) | (2,036,000) | (613,000) | (150,000) | 0 | (4,960,000) |
Other expense | (458,000) | (56,000) | 0 | 0 | ||
Net loss | (2,619,000) | (2,092,000) | (613,000) | (150,000) | 0 | (5,474,000) |
Less: Net loss (income) attributable to noncontrolling interests | 0 | 0 | 0 | 0 | ||
Net loss attributable to controlling interest | $ (2,619,000) | $ (2,092,000) | $ (613,000) | $ (150,000) | $ 0 | $ (5,474,000) |
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted | $ (0.31) | $ (0.62) | $ (0.96) | $ (7.20) | $ 0 | $ (1.75) |
Weighted average number of Class T and Class I common shares outstanding — basic and diluted | 8,450,304 | 3,357,979 | 635,808 | 20,833 | 20,833 | 3,131,466 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 2 Months Ended | 10 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Feb. 15, 2017 | Feb. 24, 2017USD ($)shares | Dec. 31, 2016USD ($)AcquisitionBuilding | Dec. 31, 2016 | Mar. 01, 2017$ / shares | Feb. 27, 2017USD ($) | Jan. 23, 2017$ / shares | Jun. 17, 2016$ / shares | Feb. 16, 2016USD ($)$ / shares | |
Subsequent Events [Line Items] | |||||||||
Contract purchase price | $ 138,820,000 | ||||||||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 9 | ||||||||
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | ||||||||
Maximum percentage of dealer manager fee | 3.00% | ||||||||
Percentage Of Dealer Manager Fee | 1.00% | ||||||||
Common Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Share price | $ / shares | $ 10 | ||||||||
PENNSYLVANIA | |||||||||
Subsequent Events [Line Items] | |||||||||
Minimum Amount Of Common Stock Issuable Under Public Offering | $ 150,000,000 | ||||||||
PENNSYLVANIA | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Minimum Amount Of Common Stock Issuable Under Public Offering | $ 150,000,000 | ||||||||
Common Class I [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Share price | $ / shares | $ 9.30 | ||||||||
Common Class I [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Maximum percentage of dealer manager fee | 1.50% | ||||||||
Share price | $ / shares | $ 9.21 | $ 9.21 | |||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Subscriptions In Offering Of Common Stock Received And Accepted Shares | shares | 14,984,486 | ||||||||
Subscriptions In Offering Of Common Stock Received And Accepted Value | $ 149,093,000 | ||||||||
Advisor [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Contingent Advisor Payment Fee | 2.25% | 2.25% | |||||||
Percentage Of Dealer Manager Fee | 2.00% | ||||||||
Advisor [Member] | Common Class I [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Percentage Of Dealer Manager Fee | 1.00% |
Subsequent Events - Summary of
Subsequent Events - Summary of Acquisitions of Properties (Detail) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2016USD ($)AcquisitionBuilding | Dec. 31, 2016USD ($) | |
Summary of Acquisitions of Properties [Line Items] | ||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 9 | |
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | |
Contract purchase price | $ 138,820,000 | |
Lines Of Credit Related To Acquisition Of Properties | $ 90,700,000 | |
Mortgage loans payable related to acquisition of properties | $ 3,968,000 | |
Ownership Percentage, Properties | 100.00% | |
Advisor [Member] | ||
Summary of Acquisitions of Properties [Line Items] | ||
Acquisition Fee Of Contract Purchase Price For Property Acquired | 4.50% | |
Base Acquisition Fee For Property Acquired | 2.25% | 2.25% |
Schedule III Real Estate and 83
Schedule III Real Estate and Accumulated Depreciation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jan. 23, 2015 | |
Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percentage, Properties | 100.00% | ||
Encumbrances | $ 3,908,000 | ||
Initial Cost to Company, Land | 12,322,000 | ||
Initial Cost to Company, Building and Improvments | 106,419,000 | ||
Cost Capitalized Subsequent to Acquisition | 23,000 | ||
Gross Amount of Which Carried at Close of Period, Land | 12,322,000 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 106,442,000 | ||
SEC Schedule III, Real Estate, Gross | 118,764,000 | $ 0 | $ 0 |
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (822,000) | $ 0 | |
Auburn MOB [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 406,000 | ||
Initial Cost to Company, Building and Improvments | 4,600,000 | ||
Cost Capitalized Subsequent to Acquisition | 23,000 | ||
Gross Amount of Which Carried at Close of Period, Land | 406,000 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 4,623,000 | ||
SEC Schedule III, Real Estate, Gross | 5,029,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (82,000) | ||
Pottsville MOB [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 1,493,000 | ||
Initial Cost to Company, Building and Improvments | 7,050,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 1,493,000 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 7,050,000 | ||
SEC Schedule III, Real Estate, Gross | 8,543,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (71,000) | ||
Charlottesville MOB [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 4,768,000 | ||
Initial Cost to Company, Building and Improvments | 13,330,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 4,768,000 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 13,330,000 | ||
SEC Schedule III, Real Estate, Gross | 18,098,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (122,000) | ||
Rochester Hills MOB [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 3,908,000 | ||
Initial Cost to Company, Land | 1,727,000 | ||
Initial Cost to Company, Building and Improvments | 5,763,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 1,727,000 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 5,763,000 | ||
SEC Schedule III, Real Estate, Gross | 7,490,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (60,000) | ||
Cullman MOB [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 0 | ||
Initial Cost to Company, Building and Improvments | 13,989,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 0 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 13,989,000 | ||
SEC Schedule III, Real Estate, Gross | 13,989,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (103,000) | ||
Mint Hill MOB [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 0 | ||
Initial Cost to Company, Building and Improvments | 16,585,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 0 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 16,585,000 | ||
SEC Schedule III, Real Estate, Gross | 16,585,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (93,000) | ||
Evendale MOB [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 1,620,000 | ||
Initial Cost to Company, Building and Improvments | 7,583,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 1,620,000 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 7,583,000 | ||
SEC Schedule III, Real Estate, Gross | 9,203,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (29,000) | ||
Iron MOB Portfolio One [Member] | Iron MOB Portfolio [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 0 | ||
Initial Cost to Company, Building and Improvments | 10,237,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 0 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 10,237,000 | ||
SEC Schedule III, Real Estate, Gross | 10,237,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (105,000) | ||
Iron MOB Portfolio Two [Member] | Iron MOB Portfolio [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 0 | ||
Initial Cost to Company, Building and Improvments | 6,906,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 0 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 6,906,000 | ||
SEC Schedule III, Real Estate, Gross | 6,906,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (70,000) | ||
Iron MOB Portfolio Three [Member] | Iron MOB Portfolio [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 0 | ||
Initial Cost to Company, Building and Improvments | 7,907,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 0 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 7,907,000 | ||
SEC Schedule III, Real Estate, Gross | 7,907,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (56,000) | ||
Lafayette Assisted Living Portfolio One [Member] | Lafayette Assisted Living Portfolio [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 1,328,000 | ||
Initial Cost to Company, Building and Improvments | 8,225,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 1,328,000 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 8,225,000 | ||
SEC Schedule III, Real Estate, Gross | 9,553,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | (19,000) | ||
Lafayette Assisted Living Portfolio Two [Member] | Lafayette Assisted Living Portfolio [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 980,000 | ||
Initial Cost to Company, Building and Improvments | 4,244,000 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount of Which Carried at Close of Period, Land | 980,000 | ||
Gross Amount of Which Carried at Close of Period, Buildings and Improvements | 4,244,000 | ||
SEC Schedule III, Real Estate, Gross | 5,224,000 | ||
Gross Amount of Which Carried at Close of Period, Accumulated Deprecation | $ (12,000) |
Schedule III Real Estate and 84
Schedule III Real Estate and Accumulated Depreciation (Detail) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2016USD ($)Building | Dec. 31, 2016USD ($) | |
Real Estate and Accumulated Depreciation [Line Items] | ||
SEC Schedule III, Real Estate, Federal Income Tax Basis | $ 142,115,000 | $ 142,115,000 |
Ownership Percentage, Properties | 100.00% | |
Encumbrances | $ 3,908,000 | $ 3,908,000 |
Number of Buildings Acquired from Unaffiliated Parties | Building | 12 | |
Maximum [Member] | Building and Building Improvements [Member] | ||
Real Estate and Accumulated Depreciation [Line Items] | ||
Estimated useful life | 39 years | 39 years |
Maximum [Member] | Leasehold Improvements [Member] | ||
Real Estate and Accumulated Depreciation [Line Items] | ||
Estimated useful life | 15 years | 15 years |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Real Estate and Accumulated Depreciation [Line Items] | ||
Estimated useful life | 10 years | 10 years |
Schedule III Real Estate and 85
Schedule III Real Estate and Accumulated Depreciation (Changes in Total Real Estate Assets) (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | ||
SEC Schedule III, Real Estate, Federal Income Tax Basis | $ 142,115,000 | |
Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward] | ||
Beginning balance | 0 | |
Acquisitions | $ 0 | 118,741,000 |
Additions | 0 | 23,000 |
Dispositions | 0 | 0 |
Ending balance | $ 0 | $ 118,764,000 |
Schedule III Real Estate and 86
Schedule III Real Estate and Accumulated Depreciation (Changes in Accumulated Depreciation) (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 23, 2015 | |
Real Estate and Accumulated Depreciation [Line Items] | ||||
SEC Schedule III, Real Estate, Gross | $ 118,764,000 | $ 118,764,000 | $ 0 | $ 0 |
SEC Schedule III, Real Estate Accumulated Depreciation, Other Additions | 822,000 | 0 | ||
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward] | ||||
Beginning balance | 0 | |||
Dispositions | 0 | 0 | ||
Ending balance | $ 822,000 | $ 822,000 | $ 0 | |
Maximum [Member] | Building and Building Improvements [Member] | ||||
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward] | ||||
Estimated useful life | 39 years | 39 years | ||
Maximum [Member] | Tenant Improvements [Member] | ||||
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward] | ||||
Estimated useful life | 15 years | 15 years | ||
Maximum [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward] | ||||
Estimated useful life | 10 years | 10 years |