Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | |
Common Class T [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 21,733,012 | |
Common Class I [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,156,002 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | |
ASSETS | |||
Real estate investments, net | $ 188,906,000 | $ 117,942,000 | |
Cash and cash equivalents | 2,059,000 | 2,237,000 | |
Accounts and other receivables, net | 741,000 | 1,299,000 | |
Real estate deposits | 1,000,000 | 200,000 | |
Identified intangible assets, net | 23,160,000 | 19,673,000 | |
Other assets, net | 2,118,000 | 1,407,000 | |
Total assets | 217,984,000 | 142,758,000 | |
Liabilities: | |||
Mortgage loan payable, net | 3,901,000 | 3,965,000 | |
Line of Credit | [1] | 35,600,000 | 33,900,000 |
Accounts payable and accrued liabilities | [1] | 9,490,000 | 5,426,000 |
Accounts payable due to affiliates | [1] | 7,620,000 | 5,531,000 |
Identified intangible liabilities, net | 1,476,000 | 1,063,000 | |
Security deposits and prepaid rent | [1] | 812,000 | 616,000 |
Total liabilities | 58,899,000 | 50,501,000 | |
Commitments and contingencies (Note 9) | |||
Redeemable noncontrolling interest (Note 10) | 2,000 | 2,000 | |
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 | 168,499,000 | 99,492,000 | |
Accumulated deficit | (9,607,000) | (7,351,000) | |
Total stockholders’ equity | 159,083,000 | 92,255,000 | |
Total liabilities, redeemable noncontrolling interest and stockholders’ equity | 217,984,000 | 142,758,000 | |
Common Class T [Member] | |||
Stockholders’ equity: | |||
Common stock, $0.01 par value per share | 181,000 | 110,000 | |
Common Class I [Member] | |||
Stockholders’ equity: | |||
Common stock, $0.01 par value per share | $ 10,000 | $ 4,000 | |
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of March 31, 2017 and 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 $35,600,000 and $33,900,000 as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | |
Line of Credit | [1] | $ 35,600,000 | $ 33,900,000 |
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 | 900,000,000 | |
Common stock, shares, issued | 18,107,226 | 11,000,433 | |
Common stock, shares outstanding | 18,107,226 | 11,000,433 | |
Common Class I [Member] | |||
Common stock, par value (usd per share) | $ 0 | $ 0 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares, issued | 992,688 | 377,006 | |
Common stock, shares outstanding | 992,688 | 377,006 | |
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of March 31, 2017 and 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 $35,600,000 and $33,900,000 as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Real estate revenue | $ 4,052,000 | $ 0 |
Expenses: | ||
Rental expenses | 1,187,000 | 0 |
General and administrative | 748,000 | 150,000 |
Acquisition related expenses | 73,000 | 0 |
Depreciation and amortization | 1,711,000 | 0 |
Total expenses | 3,719,000 | 150,000 |
Income (loss) from operations | 333,000 | (150,000) |
Interest expense (including amortization of deferred financing costs and debt premium) | (418,000) | 0 |
Net loss | (85,000) | (150,000) |
Net loss attributable to redeemable noncontrolling interest | 0 | 0 |
Net loss attributable to controlling interest | $ (85,000) | $ (150,000) |
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted | $ (0.01) | $ (7.20) |
Weighted average number of Class T and Class I common shares outstanding — basic and diluted | 14,655,107 | 20,833 |
Distributions declared per Class T and Class I common share | $ 0.15 | $ 0 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Parent [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Beginning balance, Shares at Dec. 31, 2015 | 20,833 | |||||
Beginning balance Stockholders' Equity, including Portion Attributable to Noncontrolling Interest at Dec. 31, 2015 | $ 202,000 | $ 200,000 | $ 0 | $ (200,000) | $ 0 | $ 2,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Amortization of nonvested common stock compensation | 32,000 | 32,000 | 32,000 | |||
Reclassification of noncontrolling interest to mezzanine equity | (2,000) | |||||
Net Income (Loss) Attributable to Parent | (150,000) | (150,000) | (150,000) | |||
Net loss | (150,000) | |||||
Ending balance Stockholders' Equity, including Portion Attributable to Noncontrolling Interest at Mar. 31, 2016 | 82,000 | 82,000 | $ 0 | 232,000 | (150,000) | 0 |
Ending balance, Shares at Mar. 31, 2016 | 20,833 | |||||
Beginning balance, Shares at Dec. 31, 2015 | 20,833 | |||||
Beginning balance Stockholders' Equity, including Portion Attributable to Noncontrolling Interest at Dec. 31, 2015 | $ 202,000 | 200,000 | $ 0 | (200,000) | 0 | $ 2,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under the DRIP, shares | 83,717 | |||||
Ending balance Stockholders' 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) | |
Ending balance, Shares at Dec. 31, 2016 | 11,377,439 | |||||
Dividends, Common Stock | 2,171,000 | 2,171,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, shares | 7,609,328 | |||||
Issuance of common stock | 75,615,000 | $ 76,000 | 75,539,000 | |||
Offering costs - common stock | (7,608,000) | (7,608,000) | ||||
Issuance of common stock under the DRIP, shares | 196,864 | 113,147 | ||||
Issuance of common stock under the DRIP | $ 1,063,000 | 1,063,000 | $ 1,000 | 1,062,000 | ||
Amortization of nonvested common stock compensation | 14,000 | 14,000 | ||||
Reclassification of noncontrolling interest to mezzanine equity | 0 | |||||
Net Income (Loss) Attributable to Parent | (85,000) | |||||
Net loss | (85,000) | (85,000) | (85,000) | |||
Ending balance Stockholders' Equity, including Portion Attributable to Noncontrolling Interest at Mar. 31, 2017 | $ 159,083,000 | $ 159,083,000 | $ 191,000 | $ 168,499,000 | $ (9,607,000) | |
Ending balance, Shares at Mar. 31, 2017 | 19,099,914 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $ (85,000) | $ (150,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 1,711,000 | 0 |
Other amortization (including deferred financing costs, above/below-market leases, leasehold interests, above-market leasehold interests and debt premium) | 77,000 | 0 |
Deferred rent | (273,000) | 0 |
Stock based compensation | 14,000 | 32,000 |
Share discounts | 3,000 | 0 |
Bad debt expense | 14,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 50,000 | 0 |
Other assets | (422,000) | (226,000) |
Accounts payable and accrued liabilities | 429,000 | 37,000 |
Accounts payable due to affiliates | 37,000 | 307,000 |
Prepaid rent | (165,000) | 0 |
Net cash provided by operating activities | 1,390,000 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of real estate investments | (74,714,000) | 0 |
Capital expenditures | (39,000) | 0 |
Real estate deposits | (800,000) | 0 |
Net cash used in investing activities | (75,553,000) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on mortgage loan payable | (62,000) | 0 |
Borrowings under the Line of Credit | 60,000,000 | 0 |
Payments on the Line of Credit | (58,300,000) | 0 |
Proceeds from issuance of common stock | 76,125,000 | 0 |
Deferred financing costs | (14,000) | 0 |
Payment of offering costs | (3,009,000) | 0 |
Distributions paid | (755,000) | 0 |
Net cash provided by financing activities | 73,985,000 | 0 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (178,000) | 0 |
CASH AND CASH EQUIVALENTS - Beginning of period | 2,237,000 | 202,000 |
CASH AND CASH EQUIVALENTS - End of period | 2,059,000 | 202,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 356,000 | 0 |
Income taxes | 2,000 | 0 |
Investing Activities: | ||
Accrued capital expenditures | 669,000 | 0 |
The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments: | ||
Other assets | 103,000 | 0 |
Accounts payable and accrued liabilities | 125,000 | 0 |
Security deposits and prepaid rent | 360,000 | 0 |
Financing Activities: | ||
Issuance of common stock under the DRIP | 1,063,000 | 0 |
Distributions declared but not paid | 885,000 | 0 |
Accrued Contingent Advisor Payment | 7,456,000 | 0 |
Accrued stockholder servicing fee | 6,540,000 | 0 |
Reclassification of noncontrolling interest to mezzanine equity | 0 | 2,000 |
Receivable from transfer agent | $ 521,000 | $ 0 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
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 believe we currently qualify, and 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, and we intend to continue to be taxed as a REIT. On February 16, 2016, we commenced our initial public offering, or our offering, in which we were offering to the public up to $3,150,000,000 in shares of our Class T common stock, consisting of up to $3,000,000,000 in 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 in shares of our Class T common stock for $9.50 per share pursuant to our distribution reinvestment plan, as amended, or the DRIP. 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 the DRIP, aggregating up to $3,150,000,000 . 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 are being offered at a price of $9.21 per share for all shares offered effective March 1, 2017. 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 are sold at a price of $9.40 per share for all shares issued pursuant to the DRIP effective January 1, 2017. After our board of directors determines an estimated net asset value, or NAV, per share of our common stock, share prices are expected to be adjusted to reflect the estimated NAV per share and, in the case of shares offered pursuant to our primary offering, up-front selling commissions and dealer manager fees other than those funded by Griffin-American Healthcare REIT IV Advisor, LLC, or Griffin-American Healthcare REIT IV Advisor, or our advisor. 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. As of March 31, 2017 , we had received and accepted subscriptions in our offering for 18,867,217 aggregate shares of our Class T and Class I common stock, or approximately $187,691,000 , excluding 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 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 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 March 31, 2017 , we had completed 11 property acquisitions comprising 14 buildings, or approximately 860,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $212,370,000 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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 condensed consolidated financial statements. Such condensed 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 condensed consolidated financial statements. Basis of Presentation Our accompanying condensed 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 March 31, 2017 and December 31, 2016 , we owned greater than a 99.99% general partnership interest therein. Our advisor is a limited partner, and as of March 31, 2017 and December 31, 2016 , owned less than a 0.01% noncontrolling limited partnership interest 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 condensed consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation. Interim Unaudited Financial Data Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the United States Securities and Exchange Commission, or SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2016 Annual Report on Form 10-K, as filed with the SEC on March 1, 2017. Use of Estimates The preparation of our accompanying condensed 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 condensed 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. Allowance for Uncollectible Accounts 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 condensed 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 March 31, 2017 and December 31, 2016, we had $ 14,000 and $0 , respectively, in allowance for uncollectible accounts, which was determined necessary to reduce receivables to our estimate of the amount recoverable. As of March 31, 2017 and December 31, 2016, we did not have any allowance for uncollectible accounts for deferred rent receivables and for the three months ended March 31, 2017 and 2016, we did not write-off any of our receivables or deferred rent receivables directly to bad debt expense. Property Acquisitions In accordance with ASC Topic 805, Business Combinations , and Accounting Standards Update, or ASU, 2017-01, Clarifying the Definition of a Business , or ASU 2017-01, we determine whether a transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, we account for the transaction as an asset acquisition. Under both methods, we recognize the identifiable assets acquired and liabilities assumed. We immediately expense acquisition related expenses associated with a business combination and capitalize acquisition related expenses directly associated with an asset acquisition. As a result of our early adoption of ASU 2017-01 on January 1, 2017, we accounted for the two property acquisitions we completed for the three months ended March 31, 2017 as asset acquisitions rather than business combinations. We did not complete any property acquisitions for the three months ended March 31, 2016. Recently Issued Accounting Pronouncements 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 do not expect the adoption of ASU 2016-01 on January 1, 2018 to have a material 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 do not expect the adoption of ASU 2016-13 on January 1, 2020 to have a material impact 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 do not expect the adoption of ASU 2016-15 on January 1, 2018 to have a material impact 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 do not expect the adoption of ASU 2016-16 on January 1, 2018 to have a material impact on our consolidated financial statements. 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 early adopted ASU 2017-04 on January 1, 2017, which did not have an impact on our consolidated financial statements. |
Real Estate Investments, Net
Real Estate Investments, Net | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | 3. Real Estate Investments, Net Our real estate investments, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Building and improvements $ 177,586,000 $ 106,442,000 Land 13,282,000 12,322,000 190,868,000 118,764,000 Less: accumulated depreciation (1,962,000 ) (822,000 ) $ 188,906,000 $ 117,942,000 Depreciation expense for the three months ended March 31, 2017 was $1,140,000 . We did not incur any depreciation expense for the three months ended March 31, 2016 . In addition to the acquisitions discussed below, for the three months ended March 31, 2017 , we had capital expenditures of $708,000 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 three months ended March 31, 2017 , 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 three months ended March 31, 2016 . Acquisitions in 2017 For the three months ended March 31, 2017 , using net proceeds from our offering and debt financing, we completed two property acquisitions comprising two buildings from unaffiliated third parties. The aggregate contract purchase price of these properties was $73,550,000 and we incurred $3,310,000 in total acquisition fees to our advisor in connection with these property acquisitions. The following is a summary of our property acquisitions for the three months ended March 31, 2017 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Line of Credit(2) Total Acquisition Fee(3) Battle Creek MOB Battle Creek, MI Medical Office 03/10/17 $ 7,300,000 $ — $ 328,000 Reno MOB Reno, NV Medical Office 03/13/17 66,250,000 60,000,000 2,982,000 Total $ 73,550,000 $ 60,000,000 $ 3,310,000 ___________ (1) We own 100% of our properties acquired in 2017. (2) Represents a borrowing under the Line of Credit, as defined in Note 7, Line of Credit , at the time of acquisition. (3) 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. We accounted for the two property acquisitions we completed for the three months ended March 31, 2017 as asset acquisitions. We incurred base acquisition fees and acquisition related expenses of $1,818,000 , which were capitalized in accordance with our early adoption of ASU 2017-01. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our two property acquisitions in 2017: 2017 Acquisitions Building and improvements $ 70,436,000 Land 960,000 In-place leases 4,115,000 Total assets acquired 75,511,000 Below-market leases 85,000 Above-market leasehold interests 396,000 Total liabilities assumed 481,000 Net assets acquired $ 75,030,000 |
Identified Intangible Assets, N
Identified Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 In-place leases, net of accumulated amortization of $1,001,000 and $430,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 7.5 years and 8.1 years as of March 31, 2017 and December 31, 2016, respectively) $ 16,048,000 $ 12,504,000 Leasehold interests, net of accumulated amortization of $46,000 and $22,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 71.2 years and 71.5 years as of March 31, 2017 and December 31, 2016, respectively) 6,366,000 6,390,000 Above-market leases, net of accumulated amortization of $64,000 and $31,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 6.1 years and 6.3 years as of March 31, 2017 and December 31, 2016, respectively) 746,000 779,000 $ 23,160,000 $ 19,673,000 Amortization expense on identified intangible assets for the three months ended March 31, 2017 was $628,000 , which included $33,000 of amortization recorded against real estate revenue for above-market leases and $24,000 of amortization recorded to rental expenses for leasehold interests in our accompanying condensed consolidated statements of operations. We did not incur any amortization expense on identified intangible assets for the three months ended March 31, 2016. The aggregate weighted average remaining life of the identified intangible assets was 25.0 years and 28.6 years as of March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017 , estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2017 $ 2,314,000 2018 2,938,000 2019 2,778,000 2020 2,264,000 2021 1,913,000 Thereafter 10,953,000 $ 23,160,000 |
Other Assets, Net
Other Assets, Net | 3 Months Ended |
Mar. 31, 2017 | |
Other Assets, Net [Abstract] | |
Other Assets, Net | 5. Other Assets, Net Other assets, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Deferred financing costs, net of accumulated amortization of $199,000 and $112,000 as of March 31, 2017 and December 31, 2016, respectively(1) $ 856,000 $ 943,000 Prepaid expenses and deposits 782,000 257,000 Deferred rent receivables 480,000 207,000 $ 2,118,000 $ 1,407,000 ___________ (1) In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, or 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 three months ended March 31, 2017 was $87,000 . Amortization expense on deferred financing costs of the Line of Credit is recorded to interest expense in our accompanying condensed consolidated statements of operations. We did no t incur any amortization expense on deferred financing costs of the Line of Credit for the three months ended March 31, 2016 . |
Mortgage Loans Payable, Net
Mortgage Loans Payable, Net | 3 Months Ended |
Mar. 31, 2017 | |
Mortgage Loan Payable, Net [Abstract] | |
Mortgage Notes Payable, Net | 6. Mortgage Loan Payable, Net Mortgage loan payable was $3,845,000 ( $3,901,000 , including premium and deferred financing costs, net) and $3,908,000 ( $3,965,000 , including premium and deferred financing costs, net) as of March 31, 2017 and December 31, 2016 , respectively. As of March 31, 2017 and 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 no t have any mortgage loan payable, net as of March 31, 2016 . The changes in the carrying amount of mortgage loan payable, net consisted of the following for the three months ended March 31, 2017 : Amount Beginning balance — December 31, 2016 $ 3,965,000 Additions: Amortization of deferred financing costs(1) 2,000 Deductions: Scheduled principal payments on mortgage loan payable (62,000 ) Amortization of premium on mortgage loan payable (4,000 ) Ending balance — March 31, 2017 $ 3,901,000 ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs only include costs related to our mortgage loan payable. As of March 31, 2017 , the principal payments due on our mortgage loan payable for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2017 $ 192,000 2018 268,000 2019 282,000 2020 297,000 2021 314,000 Thereafter 2,492,000 $ 3,845,000 |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016, our aggregate borrowing capacity under the Line of Credit was $100,000,000 . As of March 31, 2017 and December 31, 2016, borrowings outstanding totaled $35,600,000 and $33,900,000 , respectively, and $64,400,000 and $66,100,000 , respectively, remained available under the Line of Credit. As of March 31, 2017 and December 31, 2016, the weighted average interest rate on borrowings outstanding was 4.55% and 4.30% per annum, respectively. |
Identified Intangible Liabiliti
Identified Intangible Liabilities, Net | 3 Months Ended |
Mar. 31, 2017 | |
Identified Intangible Liabilities [Abstract] | |
Identified Intangible Liabilities Net | 8. Identified Intangible Liabilities, Net Identified intangible liabilities, net consisted of the following as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Below-market leases, net of accumulated amortization of $127,000 and $60,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 5.8 years and 5.4 years as of March 31, 2017 and December 31, 2016, respectively) $ 1,081,000 $ 1,063,000 Above-market leasehold interests, net of accumulated amortization of $1,000 and $0 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 52.9 years and 0 years as of March 31, 2017 and December 31, 2016, respectively) 395,000 — $ 1,476,000 $ 1,063,000 Amortization expense on identified intangible liabilities for the three months ended March 31, 2017 was $68,000 , which included $67,000 of amortization recorded to real estate revenue for below-market leases and $1,000 of amortization recorded to rental expenses for above-market leasehold interests in our accompanying condensed consolidated statements of operations. We did no t incur any amortization expense on identified intangible liabilities for the three months ended March 31, 2016. The aggregate weighted average remaining life of the identified intangible liabilities was 18.4 years and 5.4 years as of March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017 , estimated amortization expense on identified intangible liabilities for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2017 $ 210,000 2018 279,000 2019 251,000 2020 88,000 2021 65,000 Thereafter 583,000 $ 1,476,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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 | 3 Months Ended |
Mar. 31, 2017 | |
Redeemable Noncontrolling Interest [Line Items] | |
Redeemable Noncontrolling Interest | 10. Redeemable Noncontrolling Interest As of March 31, 2017 and December 31, 2016 , we owned greater than a 99.99% general partnership interest in our operating partnership, and our advisor owned less than a 0.01% limited partnership interest 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 condensed 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 three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Beginning balance $ 2,000 $ — Reclassification from equity — 2,000 Net loss attributable to redeemable noncontrolling interest — — Ending balance $ 2,000 $ 2,000 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 , no shares of 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 in shares of our Class T common stock, consisting of up to $3,000,000,000 in 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 in 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. 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 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 are being offered at a price of $9.21 per share for all shares offered effective March 1, 2017. 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 are sold at a price of $9.40 per share for all shares issued pursuant to the DRIP effective January 1, 2017. After our board of directors determines an estimated NAV per share of our common stock, share prices are expected to be adjusted to reflect the estimated NAV per share and, in the case of shares offered pursuant to our primary offering, up-front selling commissions and dealer manager fees other than those funded by our advisor. 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 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. As of March 31, 2017 and December 31, 2016, our advisor owned 20,833 shares of our Class T common stock. On April 13, 2016, we granted an aggregate of 15,000 shares of our restricted Class T common stock to our independent directors. Through March 31, 2017 , we had issued 18,867,217 aggregate shares of our Class T and Class I common stock in connection with the primary portion of our offering and 196,864 aggregate shares of our Class T and Class I common stock pursuant to the DRIP. As of March 31, 2017 and December 31, 2016 , we had 19,099,914 and 11,377,439 aggregate shares of our Class T and Class I common stock, respectively, issued and outstanding. As of March 31, 2017 , we had a receivable of $521,000 for offering proceeds, net of selling commissions and dealer manager fees, from our transfer agent, which was received in April 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 common stock. After our board of directors determines an estimated NAV per share of our common stock, 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 common stock. 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 three months ended March 31, 2017 , $1,063,000 in distributions were reinvested and 113,147 shares of our common stock were issued pursuant to the DRIP. No reinvestment of distributions was made for the three months ended March 31, 2016 . As of March 31, 2017 and December 31, 2016, a total of $1,859,000 and $796,000 , respectively, in distributions were reinvested that resulted in 196,864 and 83,717 shares of our common stock, respectively, being issued pursuant to the DRIP. 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 made for the three months ended March 31, 2017 and 2016 . 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 of $2,000,000 in shares of our common stock, or 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 three months ended March 31, 2017 and 2016, we recognized compensation expense of $14,000 and $32,000 , respectively, which is included in general and administrative in our accompanying condensed consolidated statements of operations. ASC Topic 718, Compensation — Stock Compensation , 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 three months ended March 31, 2017 and 2016, we did not assume any forfeitures. As of March 31, 2017 and December 31, 2016 , there was $56,000 and $70,000 , respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to nonvested shares of our restricted Class T common stock. As of March 31, 2017, this expense is expected to be recognized over a remaining weighted average period of 1.54 years. As of March 31, 2017 and December 31, 2016 , the weighted average grant date fair value of the nonvested shares of our restricted Class T common stock was $120,000 . A summary of the status of the nonvested shares of our restricted Class T common stock as of March 31, 2017 and December 31, 2016 and the changes for the three months ended March 31, 2017 is presented below: Number of Nonvested Shares of our Restricted Common Stock Weighted Average Grant Date Fair Value Balance — December 31, 2016 12,000 $ 10.00 Granted — $ — Vested — $ — Forfeited — $ — Balance — March 31, 2017 12,000 $ 10.00 Expected to vest — March 31, 2017 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 our 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 three months ended March 31, 2017 , we incurred $2,070,000 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. Our dealer manager did not receive any selling commissions for the three months ended March 31, 2016 . Dealer Manager Fee With respect to shares of our Class T common stock, our dealer manager generally receives a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to our primary offering, of which 1.0% of the gross offering proceeds is funded by us and up to an amount equal to 2.0% of the gross offering proceeds is funded by our advisor. With respect to shares of our Class I common stock, prior to March 1, 2017, our dealer manager generally received a dealer manager fee up to 3.0% of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to our primary offering, of which 1.0% of the gross offering proceeds was funded by us and an amount equal to 2.0% of the gross offering proceeds was funded by our advisor. Effective March 1, 2017, our dealer manager generally receives a dealer manager fee up to an amount equal to 1.5% of the gross offering proceeds from the sale of Class I shares pursuant to our primary offering, all of which is funded by our advisor. To the extent that the dealer manager fee is less than 3.0% of the gross offering proceeds for any Class T shares sold and less than 1.5% of the gross offering proceeds for any Class I shares sold, such shares will have a corresponding reduction in the applicable purchase price. 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 three months ended March 31, 2017 , we incurred $733,000 in dealer manager fees to our dealer manager, which are charged to stockholders’ equity as such amounts are paid to our dealer manager or its affiliates from the gross proceeds of our offering. Our dealer manager did no t receive any dealer manager fees for the three months ended March 31, 2016 . 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 quarterly 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 of our common stock sold pursuant to the DRIP. The stockholder servicing fee accrues daily in an amount equal to 1/365th of 1.0% of the purchase price per share of our Class T shares sold in our primary offering and, in the aggregate will not exceed an amount equal to 4.0% of the gross proceeds from the sale of Class T shares in our primary offering. 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. By agreement with participating broker-dealers, such stockholder servicing fee may be reduced or limited. For the three months ended March 31, 2017 , we incurred $2,754,000 to our dealer manager in connection with the stockholder servicing fee. Our dealer manager did no t receive any stockholder servicing fee for the three months ended March 31, 2016 . As of March 31, 2017 and December 31, 2016, we accrued $6,540,000 and $3,973,000 , respectively, 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 condensed 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 Class T partnership units. 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 condensed consolidated balance sheets, and as such, were reclassified outside of permanent equity, as a mezzanine item, in our accompanying condensed consolidated balance sheets. See Note 10, Redeemable Noncontrolling Interest , for a further discussion. As of March 31, 2017 and December 31, 2016, our advisor owned all of our 208 Class T partnership units outstanding. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
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, our dealer manager, 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 three months ended March 31, 2017 and 2016, we incurred $4,089,000 and $307,000 , respectively, in fees and expenses to our affiliates as detailed below. Offering Stage Dealer Manager Fee With respect to shares of our Class T common stock, our dealer manager generally receives a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to our primary offering, of which 1.0% of the gross offering proceeds is funded by us and up to an amount equal to 2.0% of the gross offering proceeds is funded by our advisor. With respect to shares of our Class I common stock, prior to March 1, 2017, our dealer manager generally received a dealer manager fee up to 3.0% of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to our primary offering, of which 1.0% of the gross offering proceeds was funded by us and an amount equal to 2.0% of the gross offering proceeds was funded by our advisor. Effective March 1, 2017, our dealer manager generally receives a dealer manager fee up to an amount equal to 1.5% of the gross offering proceeds from the sale of Class I shares pursuant to our primary offering, all of which is funded by our advisor. To the extent that the dealer manager fee is less than 3.0% of the gross offering proceeds for any Class T shares sold and less than 1.5% of the gross offering proceeds for any Class I shares sold, such shares will have a corresponding reduction in the applicable purchase price. 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 three months ended March 31, 2017 , we incurred $1,496,000 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 three months ended March 31, 2016 . As of March 31, 2017 and December 31, 2016, we accrued $3,708,000 and $2,212,000 , respectively, 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 condensed consolidated balance sheets. As of March 31, 2017 , 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 three months ended March 31, 2017 , we incurred $556,000 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 three months ended March 31, 2016 . As of March 31, 2017 and December 31, 2016, we recorded $3,748,000 and $3,192,000 , respectively, 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 condensed consolidated balance sheets. As of March 31, 2017 , 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 accounted for as business combinations is expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. The base acquisition fee in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments is capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. For the three months ended March 31, 2017 , we paid base acquisition fees of $1,655,000 to our advisor. We did not pay any base acquisition fees to our advisor for the three months ended March 31, 2016 . 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 three months ended March 31, 2017 and 2016 , 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, total development costs or 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 in connection with the acquisition of properties accounted for as business combinations are expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. Reimbursements of acquisition expenses in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments are capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. For the three months ended March 31, 2017 , we incurred $1,000 in acquisition expenses to our advisor or its affiliates. We did not incur any acquisition expenses to our advisor or its affiliates for the three months ended March 31, 2016. 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. For the three months ended March 31, 2017, we incurred $301,000 in asset management fees to our advisor. We did not incur any asset management fees to our advisor or its affiliates for the three months ended March 31, 2016. Asset management fees are included in general and administrative in our accompanying condensed consolidated statements of operations. Property Management Fee American Healthcare Investors or its designated personnel 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 American Healthcare Investors 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 American Healthcare Investors or its designated personnel 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 American Healthcare Investors or its designated personnel 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 condensed consolidated statements of operations. For the three months ended March 31, 2017, we incurred property management fees of $59,000 to American Healthcare Investors. We did not incur any property management fees to American Healthcare Investors for the three months ended March 31, 2016 . 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 condensed consolidated balance sheets. For the three months ended March 31, 2017 and 2016 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 condensed consolidated balance sheets or are expensed and included in our accompanying condensed consolidated statements of operations, as applicable. For the three months ended March 31, 2017 and 2016 , 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 will not 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 March 31, 2017 , our operating expenses exceeded this limitation by $128,000 . Our operating expenses as a percentage of average invested assets and as a percentage of net income were 2.2% and (72.9)% , respectively, for the 12 months ended March 31, 2017 . 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 March 31, 2017 given the costs of operating a public company and the early stage of our operations. For the three months ended March 31, 2017 and 2016, our advisor incurred operating expenses on our behalf of $21,000 and $307,000 , respectively. Operating expenses are generally included in general and administrative in our accompanying condensed 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 three months ended March 31, 2017 and 2016 , 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 three months ended March 31, 2017 and 2016 , 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 three months ended March 31, 2017 and 2016 , 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 that, if distributed to stockholders as of the date of listing, would have provided them 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 three months ended March 31, 2017 and 2016 , 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 March 31, 2017 and 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 Class T shares in our offering, exclusive of selling commissions and the portion of the dealer manager fee funded by us. 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 are purchased pursuant to the 2017 Stock Purchase Plans at a price of $9.21 per share, reflecting the purchase price of the Class I shares in our offering. 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 three months ended March 31, 2017 , our officers invested the following amounts and we issued the following shares of our Class T and Class I 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 $ 57,000 6,178 Danny Prosky President and Chief Operating Officer 60,000 6,423 Mathieu B. Streiff Executive Vice President and General Counsel 60,000 6,436 Stefan K.L. Oh Executive Vice President of Acquisitions 8,000 842 $ 185,000 19,879 Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of March 31, 2017 and December 31, 2016: Fee March 31, 2017 December 31, 2016 Contingent Advisor Payment $ 7,456,000 $ 5,404,000 Asset management fees 117,000 83,000 Property management fees 27,000 24,000 Operating expenses 20,000 20,000 $ 7,620,000 $ 5,531,000 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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, Fair Value Measurements and Disclosures . Our accompanying condensed consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts and other receivables, real estate deposits, 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 deposits and accounts payable and accrued liabilities to approximate the fair values 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 our 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 March 31, 2017 and December 31, 2016, the fair value of our mortgage loan payable was $4,045,000 and $4,131,000 , respectively, compared to the carrying value of $3,901,000 and $3,965,000 , respectively. As of March 31, 2017 and December 31, 2016 , the fair value of the Line of Credit was $35,600,000 and $33,899,000 , respectively, compared to the carrying value of $34,744,000 and $32,957,000 , respectively. We have determined that our mortgage loan payable and the Line of Credit are classified in Level 2 within the fair value hierarchy. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information Line Items | |
Segment Reporting | 14. Segment Reporting ASC Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. As of March 31, 2017, 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. Summary information for the reportable segments during the three months ended March 31, 2017 and 2016 was as follows: Medical Office Buildings Senior Housing Three Months Ended March 31, 2017 Revenue: Real estate revenue $ 3,671,000 $ 381,000 $ 4,052,000 Expenses: Rental expenses 1,153,000 34,000 1,187,000 Segment net operating income $ 2,518,000 $ 347,000 $ 2,865,000 Expenses: General and administrative $ 748,000 Acquisition related expenses 73,000 Depreciation and amortization 1,711,000 Income from operations 333,000 Interest expense (including amortization of deferred financing costs and debt premium) (418,000 ) Net loss $ (85,000 ) Medical Office Buildings Senior Housing Three Months Ended March 31, 2016 Revenue: Real estate revenue $ — $ — $ — Expenses: Rental expenses — — — Segment net operating income $ — $ — $ — General and administrative 150,000 Net loss $ (150,000 ) Assets by reportable segment as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Medical office buildings $ 197,419,000 $ 123,223,000 Senior housing 16,704,000 16,758,000 Other 3,861,000 2,777,000 Total assets $ 217,984,000 $ 142,758,000 |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2017 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | 15. 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 March 31, 2017 and 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 March 31, 2017 , three 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 Nevada, Alabama and Virginia accounted for approximately 28.8% , 24.4% and 11.3% , 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 March 31, 2017 , we had one tenant 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 Prime Healthcare Services – Reno $ 3,863,000 23.5% Reno MOB Medical Office 152,000 Multiple ___________ (1) Annualized base rent is based on contractual base rent from the leases in effect as of March 31, 2017 . The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations. For the three months ended March 31, 2016 , we did not own any properties. |
Per Share Data
Per Share Data | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Per Share Data | 16. 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 $2,000 for the three months ended March 31, 2017 . For the three months ended March 31, 2016 , 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 March 31, 2017 and 2016 , 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 March 31, 2017 and 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Event Status of Our Offering As of May 5, 2017, we had received and accepted subscriptions in our offering for 22,539,126 aggregate shares of our Class T and Class I common stock, or $224,267,000 , excluding shares of our common stock issued pursuant to the DRIP. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our accompanying condensed 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 condensed consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation. |
Interim Unaudited Financial Data | Interim Unaudited Financial Data Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the United States Securities and Exchange Commission, or SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2016 Annual Report on Form 10-K, as filed with the SEC on March 1, 2017. |
Use of Estimates | Use of Estimates The preparation of our accompanying condensed 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 condensed 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. |
Allowance for Uncollectible Accounts | Allowance for Uncollectible Accounts 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 condensed 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. |
Property Acquisitions | Property Acquisitions In accordance with ASC Topic 805, Business Combinations , and Accounting Standards Update, or ASU, 2017-01, Clarifying the Definition of a Business , or ASU 2017-01, we determine whether a transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, we account for the transaction as an asset acquisition. Under both methods, we recognize the identifiable assets acquired and liabilities assumed. We immediately expense acquisition related expenses associated with a business combination and capitalize acquisition related expenses directly associated with an asset acquisition. As a result of our early adoption of ASU 2017-01 on January 1, 2017, we accounted for the two property acquisitions we completed for the three months ended March 31, 2017 as asset acquisitions rather than business combinations. We did not complete any property acquisitions for the three months ended March 31, 2016. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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 do not expect the adoption of ASU 2016-01 on January 1, 2018 to have a material 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 do not expect the adoption of ASU 2016-13 on January 1, 2020 to have a material impact 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 do not expect the adoption of ASU 2016-15 on January 1, 2018 to have a material impact 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 do not expect the adoption of ASU 2016-16 on January 1, 2018 to have a material impact on our consolidated financial statements. 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 early adopted ASU 2017-04 on January 1, 2017, which did not have an impact on our consolidated financial statements. |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate [Abstract] | |
Schedule Of Real Estate Investments Table | Our real estate investments, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Building and improvements $ 177,586,000 $ 106,442,000 Land 13,282,000 12,322,000 190,868,000 118,764,000 Less: accumulated depreciation (1,962,000 ) (822,000 ) $ 188,906,000 $ 117,942,000 |
Schedule Of Acquisitions Of Properties Table | Acquisitions in 2017 For the three months ended March 31, 2017 , using net proceeds from our offering and debt financing, we completed two property acquisitions comprising two buildings from unaffiliated third parties. The aggregate contract purchase price of these properties was $73,550,000 and we incurred $3,310,000 in total acquisition fees to our advisor in connection with these property acquisitions. The following is a summary of our property acquisitions for the three months ended March 31, 2017 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Line of Credit(2) Total Acquisition Fee(3) Battle Creek MOB Battle Creek, MI Medical Office 03/10/17 $ 7,300,000 $ — $ 328,000 Reno MOB Reno, NV Medical Office 03/13/17 66,250,000 60,000,000 2,982,000 Total $ 73,550,000 $ 60,000,000 $ 3,310,000 ___________ (1) We own 100% of our properties acquired in 2017. (2) Represents a borrowing under the Line of Credit, as defined in Note 7, Line of Credit , at the time of acquisition. (3) 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. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our two property acquisitions in 2017: 2017 Acquisitions Building and improvements $ 70,436,000 Land 960,000 In-place leases 4,115,000 Total assets acquired 75,511,000 Below-market leases 85,000 Above-market leasehold interests 396,000 Total liabilities assumed 481,000 Net assets acquired $ 75,030,000 |
Identified Intangible Assets,26
Identified Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identified intangible assets, net consisted of the following as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 In-place leases, net of accumulated amortization of $1,001,000 and $430,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 7.5 years and 8.1 years as of March 31, 2017 and December 31, 2016, respectively) $ 16,048,000 $ 12,504,000 Leasehold interests, net of accumulated amortization of $46,000 and $22,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 71.2 years and 71.5 years as of March 31, 2017 and December 31, 2016, respectively) 6,366,000 6,390,000 Above-market leases, net of accumulated amortization of $64,000 and $31,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 6.1 years and 6.3 years as of March 31, 2017 and December 31, 2016, respectively) 746,000 779,000 $ 23,160,000 $ 19,673,000 |
Amortization expense on identified intangible assets | As of March 31, 2017 , estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2017 $ 2,314,000 2018 2,938,000 2019 2,778,000 2020 2,264,000 2021 1,913,000 Thereafter 10,953,000 $ 23,160,000 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Assets, Net [Abstract] | |
Schedule of Other Assets | Other assets, net consisted of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Deferred financing costs, net of accumulated amortization of $199,000 and $112,000 as of March 31, 2017 and December 31, 2016, respectively(1) $ 856,000 $ 943,000 Prepaid expenses and deposits 782,000 257,000 Deferred rent receivables 480,000 207,000 $ 2,118,000 $ 1,407,000 ___________ (1) In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, or 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) | 3 Months Ended |
Mar. 31, 2017 | |
Mortgage Loan Payable, Net [Abstract] | |
Schedule of Activity Related to Notes Payable | The changes in the carrying amount of mortgage loan payable, net consisted of the following for the three months ended March 31, 2017 : Amount Beginning balance — December 31, 2016 $ 3,965,000 Additions: Amortization of deferred financing costs(1) 2,000 Deductions: Scheduled principal payments on mortgage loan payable (62,000 ) Amortization of premium on mortgage loan payable (4,000 ) Ending balance — March 31, 2017 $ 3,901,000 ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs only include costs related to our mortgage loan payable. |
Schedule of Maturities of Long-term Debt | As of March 31, 2017 , the principal payments due on our mortgage loan payable for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2017 $ 192,000 2018 268,000 2019 282,000 2020 297,000 2021 314,000 Thereafter 2,492,000 $ 3,845,000 |
Identified Intangible Liabili29
Identified Intangible Liabilities, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Identified Intangible Liabilities [Abstract] | |
Schedule of Intangible Liabilities, Net | Identified intangible liabilities, net consisted of the following as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Below-market leases, net of accumulated amortization of $127,000 and $60,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 5.8 years and 5.4 years as of March 31, 2017 and December 31, 2016, respectively) $ 1,081,000 $ 1,063,000 Above-market leasehold interests, net of accumulated amortization of $1,000 and $0 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 52.9 years and 0 years as of March 31, 2017 and December 31, 2016, respectively) 395,000 — $ 1,476,000 $ 1,063,000 |
Schedule Of Expected Amortization Expense Intangible Liabilities Table | As of March 31, 2017 , estimated amortization expense on identified intangible liabilities for the nine months ending December 31, 2017 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2017 $ 210,000 2018 279,000 2019 251,000 2020 88,000 2021 65,000 Thereafter 583,000 $ 1,476,000 |
Redeemable Noncontrolling Int30
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Temporary Equity [Abstract] | |
Redeemable Noncontrolling Interest | The changes in the carrying amount of redeemable noncontrolling interest consisted of the following for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Beginning balance $ 2,000 $ — Reclassification from equity — 2,000 Net loss attributable to redeemable noncontrolling interest — — Ending balance $ 2,000 $ 2,000 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 Class T common stock as of March 31, 2017 and December 31, 2016 and the changes for the three months ended March 31, 2017 is presented below: Number of Nonvested Shares of our Restricted Common Stock Weighted Average Grant Date Fair Value Balance — December 31, 2016 12,000 $ 10.00 Granted — $ — Vested — $ — Forfeited — $ — Balance — March 31, 2017 12,000 $ 10.00 Expected to vest — March 31, 2017 12,000 $ 10.00 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | For the three months ended March 31, 2017 , our officers invested the following amounts and we issued the following shares of our Class T and Class I 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 $ 57,000 6,178 Danny Prosky President and Chief Operating Officer 60,000 6,423 Mathieu B. Streiff Executive Vice President and General Counsel 60,000 6,436 Stefan K.L. Oh Executive Vice President of Acquisitions 8,000 842 $ 185,000 19,879 |
Schedule Of Amount Outstanding To Affiliates Table | Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of March 31, 2017 and December 31, 2016: Fee March 31, 2017 December 31, 2016 Contingent Advisor Payment $ 7,456,000 $ 5,404,000 Asset management fees 117,000 83,000 Property management fees 27,000 24,000 Operating expenses 20,000 20,000 $ 7,620,000 $ 5,531,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information Line Items | |
Schedule of Segment Reporting Information, by Segment | Summary information for the reportable segments during the three months ended March 31, 2017 and 2016 was as follows: Medical Office Buildings Senior Housing Three Months Ended March 31, 2017 Revenue: Real estate revenue $ 3,671,000 $ 381,000 $ 4,052,000 Expenses: Rental expenses 1,153,000 34,000 1,187,000 Segment net operating income $ 2,518,000 $ 347,000 $ 2,865,000 Expenses: General and administrative $ 748,000 Acquisition related expenses 73,000 Depreciation and amortization 1,711,000 Income from operations 333,000 Interest expense (including amortization of deferred financing costs and debt premium) (418,000 ) Net loss $ (85,000 ) Medical Office Buildings Senior Housing Three Months Ended March 31, 2016 Revenue: Real estate revenue $ — $ — $ — Expenses: Rental expenses — — — Segment net operating income $ — $ — $ — General and administrative 150,000 Net loss $ (150,000 ) |
Reconciliation of Assets from Segment to Consolidated | Assets by reportable segment as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Medical office buildings $ 197,419,000 $ 123,223,000 Senior housing 16,704,000 16,758,000 Other 3,861,000 2,777,000 Total assets $ 217,984,000 $ 142,758,000 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Concentration of Credit Risk [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | As of March 31, 2017 , we had one tenant 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 Prime Healthcare Services – Reno $ 3,863,000 23.5% Reno MOB Medical Office 152,000 Multiple ___________ (1) Annualized base rent is based on contractual base rent from the leases in effect as of March 31, 2017 . The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations. |
Organization and Description 35
Organization and Description of Business (Detail) $ / shares in Units, ft² in Thousands | 3 Months Ended | 12 Months Ended | 14 Months Ended | 26 Months Ended | |||||||
Mar. 31, 2017ft²Acquisition | Mar. 31, 2017USD ($)ft²shares | Feb. 16, 2017 | Mar. 31, 2017USD ($)ft²AcquisitionBuilding | Mar. 31, 2017ft² | Mar. 31, 2017ft² | Mar. 01, 2017$ / shares | Jan. 23, 2017$ / shares | Jun. 17, 2016USD ($)$ / shares | Feb. 16, 2016USD ($)$ / shares | Mar. 01, 2015 | |
Date of incorporation | Jan. 23, 2015 | ||||||||||
Date of capitalization | Feb. 6, 2015 | ||||||||||
Aggregate Maximum Amount Of Common Stock Issuable Under Public Offering | $ 3,150,000,000 | ||||||||||
Aggregate Reallocated Maximum Amount of Common Stock Issuable Under Primary Public Offering | $ 3,150,000,000 | ||||||||||
Advisory agreement term | 1 year | ||||||||||
Number of acquisition completed from unaffiliated parties | Acquisition | 2 | 11 | |||||||||
Number of buildings acquired from unaffiliated parties | Building | 14 | ||||||||||
GLA (Sq Ft) | ft² | 860 | 860 | 860 | 860 | 860 | ||||||
Contract purchase price | $ 212,370,000 | ||||||||||
Common Class T [Member] | |||||||||||
Minimum Amount Of Common Stock Issuable Under Public Offering | 2,000,000 | ||||||||||
Maximum dollar 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 | ||||||||||
Subscriptions in offering of common stock received and accepted shares | shares | 18,867,217 | ||||||||||
Subscriptions in offering of common stock received and accepted value | $ 187,691,000 | ||||||||||
Common Class I [Member] | |||||||||||
Share price | $ / shares | $ 9.21 | $ 9.21 | $ 9.30 | ||||||||
Reallocated Maximum Amount Of Common Stock Issuable Under Primary Public Offering | $ 200,000,000 | ||||||||||
Distribution Reinvestment Plan [Member] | |||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 150,000,000 | ||||||||||
Share price | $ / shares | $ 9.40 | $ 9.50 | |||||||||
American Healthcare Investors [Member] | |||||||||||
Ownership percentage in affiliate | 75.00% | ||||||||||
Griffin Capital Corporation [Member] | |||||||||||
Ownership percentage in affiliate | 25.00% | ||||||||||
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% | ||||||||||
Common Stock [Member] | |||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 3,000,000,000 | ||||||||||
Share price | $ / shares | $ 10 | ||||||||||
Distribution Reinvestment Plan [Member] | |||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 150,000,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable | $ 14,000 | $ 0 |
Percentage of ownership in operating partnership | 99.99% | 99.99% |
Percentage of limited partnership interest | 0.01% | 0.01% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies Summary of Significant Accounting Policies Phantom (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Percentage of ownership in operating partnership | 99.99% | 99.99% |
Percentage of limited partnership interest | 0.01% | 0.01% |
Real Estate Investments, Net -
Real Estate Investments, Net - Investments in Consolidated Properties (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 190,868,000 | $ 118,764,000 |
Less: accumulated depreciation | (1,962,000) | (822,000) |
Real estate investments, net | 188,906,000 | 117,942,000 |
Building and Building Improvements [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 177,586,000 | 106,442,000 |
Land [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 13,282,000 | $ 12,322,000 |
Real Estate Investments, Net 39
Real Estate Investments, Net - Additional Information (Detail) | 3 Months Ended | 14 Months Ended |
Mar. 31, 2017USD ($)AcquisitionBuilding | Mar. 31, 2017USD ($)AcquisitionBuilding | |
Real Estate Properties [Line Items] | ||
Depreciation | $ 1,140,000 | |
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | |
Number of acquisition completed from unaffiliated parties | Acquisition | 2 | 11 |
Number of buildings acquired from unaffiliated parties | Building | 14 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 1,818,000 | |
Medical Office Building [Member] | ||
Real Estate Properties [Line Items] | ||
Capital Expenditures Incurred | 708,000 | |
Senior Housing [Member] | ||
Real Estate Properties [Line Items] | ||
Capital Expenditures Incurred | $ 0 | |
2017 Acquisitions [Member] | ||
Real Estate Properties [Line Items] | ||
Number of acquisition completed from unaffiliated parties | Acquisition | 2 | |
Number of buildings acquired from unaffiliated parties | Building | 2 | |
Building and improvements | $ 70,436,000 | $ 70,436,000 |
Land | 960,000 | 960,000 |
Total assets acquired | 75,511,000 | 75,511,000 |
Total liabilities assumed | 481,000 | 481,000 |
Net assets acquired | 75,030,000 | 75,030,000 |
2017 Acquisitions [Member] | In-Place Leases [Member] | ||
Real Estate Properties [Line Items] | ||
In-place leases | 4,115,000 | 4,115,000 |
2017 Acquisitions [Member] | Below Market Lease [Member] | ||
Real Estate Properties [Line Items] | ||
Business Combination, Recognized Liabilities Assumed | 85,000 | 85,000 |
2017 Acquisitions [Member] | Above Market Leases [Member] | ||
Real Estate Properties [Line Items] | ||
Business Combination, Recognized Liabilities Assumed | $ 396,000 | $ 396,000 |
Real Estate Investments, Net 40
Real Estate Investments, Net - Summary of Acquisitions (Details) - USD ($) | 3 Months Ended | 14 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | |
Real Estate Properties [Line Items] | ||
Contract purchase price | $ 212,370,000 | |
Ownership Percentage, Properties | 100.00% | |
Reno MOB [Member] | ||
Real Estate Properties [Line Items] | ||
Acquisition fee | $ 2,982,000 | |
Type Of Property Acquired | Medical Office | |
Date acquired | Mar. 13, 2017 | |
Contract purchase price | $ 66,250,000 | |
Lines Of Credit Related To Acquisition Of Properties | 60,000,000 | |
Battle Creek MOB [Member] | ||
Real Estate Properties [Line Items] | ||
Acquisition fee | $ 328,000 | |
Type Of Property Acquired | Medical Office | |
Date acquired | Mar. 10, 2017 | |
Contract purchase price | $ 7,300,000 | |
2017 Acquisitions [Member] | ||
Real Estate Properties [Line Items] | ||
Acquisition fee | 3,310,000 | |
Contract purchase price | 73,550,000 | |
Lines Of Credit Related To Acquisition Of Properties | $ 60,000,000 | |
Advisor [Member] | ||
Real Estate Properties [Line Items] | ||
Base acquisition fee for real estate we acquire | 2.25% | 2.25% |
Contingent Advisor Payment Fee | 2.25% | 2.25% |
Identified Intangible Assets -
Identified Intangible Assets - Summary of Identified Intangibles (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, net | $ 23,160,000 | $ 19,673,000 |
Amortization of Intangible Assets | 628,000 | |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 16,048,000 | 12,504,000 |
Leasehold Interests [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 6,366,000 | 6,390,000 |
Amortization of Intangible Assets | 24,000 | |
Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 746,000 | $ 779,000 |
Amortization of Intangible Assets | $ 33,000 |
Identified Intangible Assets 42
Identified Intangible Assets - Summary of Amortization Expense on Identified Intangible Assets, Net (Detail) | Mar. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 2,314,000 |
2,018 | 2,938,000 |
2,019 | 2,778,000 |
2,020 | 2,264,000 |
2,021 | 1,913,000 |
Thereafter | 10,953,000 |
Identified intangible assets, net | $ 23,160,000 |
Identified Intangible Assets,43
Identified Intangible Assets, Net Identified Intangible Assets, Net (Phantom) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 25 years | 28 years 7 months 6 days |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,001,000 | $ 430,000 |
Finite-Lived Intangible Asset, Useful Life | 7 years 6 months | 8 years 1 month 6 days |
Leasehold Interests [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 46,000 | $ 22,000 |
Finite-Lived Intangible Asset, Useful Life | 71 years 2 months 12 days | 71 years 6 months |
Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 64,000 | $ 31,000 |
Finite-Lived Intangible Asset, Useful Life | 6 years 1 month 6 days | 6 years 3 months 18 days |
Other Assets, Net - Other Asset
Other Assets, Net - Other Assets, Net (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Other Assets [Abstract] | ||
Deferred financing costs, net of accumulated amortization of $199,000 and $112,000 as of March 31, 2017 and December 31, 2016, respectively(1) | $ 856,000 | $ 943,000 |
Prepaid expenses and deposits | 782,000 | 257,000 |
Deferred rent receivables | 480,000 | 207,000 |
Other assets, net | $ 2,118,000 | $ 1,407,000 |
Other Assets, Net - Additional
Other Assets, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Assets [Abstract] | ||
Amortization of Debt Issuance Costs | $ 87,000 | $ 0 |
Other Assets, Net Other Assets,
Other Assets, Net Other Assets, Net (Phantom) (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Other Assets, Net (Phantom) [Abstract] | ||
Accumulated Amortization, Debt Issuance Costs | $ 199,000 | $ 112,000 |
Mortgage Loans Payable, Net - A
Mortgage Loans Payable, Net - Additional Information (Detail) | Mar. 31, 2017USD ($)MortgageLoan | Dec. 31, 2016USD ($)MortgageLoan | Mar. 31, 2016USD ($) |
Mortgage Loans on Real Estate [Line Items] | |||
Mortgage loans payable, gross | $ 3,845,000 | $ 3,908,000 | $ 0 |
Mortgage loan payable, net | $ 3,901,000 | $ 3,965,000 | |
Number Of Fixed Rate Mortgage Loans Payable | MortgageLoan | 1 | 1 | |
Minimum [Member] | |||
Mortgage Loans on Real Estate [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 5.25% | 5.25% |
Mortgage Loans Payable, Net - M
Mortgage Loans Payable, Net - Mortgage Loans Payable (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Change in Carrying Amount of Mortgage Loans Payable [Roll Forward] | |
Beginning balance — December 31, 2016 | $ 3,965,000 |
Amortization of deferred financing costs related to mortgage | 2,000 |
Scheduled principal payments on mortgage loan payable | (62,000) |
Capitalized deferred financing costs for mortgages | (4,000) |
Ending balance — March 31, 2017 | $ 3,901,000 |
Mortgage Loans Payable - Princi
Mortgage Loans Payable - Principal Payments Due on Mortgage Loans Payable (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Mortgage Loans on Real Estate [Abstract] | |||
2,017 | $ 192,000 | ||
2,018 | 268,000 | ||
2,019 | 282,000 | ||
2,020 | 297,000 | ||
2,021 | 314,000 | ||
Thereafter | 2,492,000 | ||
Total | $ 3,845,000 | $ 3,908,000 | $ 0 |
Mortgage Loans Payable, Net Mor
Mortgage Loans Payable, Net Mortgage Loan Payable Phantom (Details) | Mar. 31, 2017USD ($)MortgageLoan | Dec. 31, 2016USD ($)MortgageLoan | Mar. 31, 2016USD ($) |
Mortgage loans payable, gross | $ | $ 3,845,000 | $ 3,908,000 | $ 0 |
Number Of Fixed Rate Mortgage Loans Payable | MortgageLoan | 1 | 1 | |
Minimum [Member] | |||
Debt Instrument, Interest Rate, Effective Percentage | 5.25% | 5.25% |
Line of Credit (Detail)
Line of Credit (Detail) | Aug. 25, 2016USD ($)Extension | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||
Line of Credit Facility, Collateral | 750,000,000 | |||
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 | [1] | 35,600,000 | $ 33,900,000 | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 64,400,000 | $ 66,100,000 | ||
Debt, weighted average interest rate | 4.55% | 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% | |||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of March 31, 2017 and 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 $35,600,000 and $33,900,000 as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Identified Intangible Liabili52
Identified Intangible Liabilities, Net - Summary of Identified Intangibles, Net (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite Lived Intangible Liabilities [Line Items] | |||
Amortization of Identified Intangible Liabilities | $ 68,000 | $ 0 | |
Off-market Lease, Unfavorable | 1,476,000 | $ 1,063,000 | |
Identified intangible liabilities, net | 1,476,000 | 1,063,000 | |
Below Market Lease [Member] | |||
Finite Lived Intangible Liabilities [Line Items] | |||
Amortization of above and below Market Leases | 67,000 | 0 | |
Off-market Lease, Unfavorable | 1,081,000 | 1,063,000 | |
Above-market leasehold interest [Member] | |||
Finite Lived Intangible Liabilities [Line Items] | |||
Amortization of above market leasehold interest | 1,000 | $ 0 | |
Identified intangible liabilities, net | $ 395,000 | $ 0 |
Identified Intangible Liabili53
Identified Intangible Liabilities, Net - Summary of Amortization Expense on Below Market Leases (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Intangible Liabilities [Abstract] | ||
2,017 | $ 210,000 | |
2,018 | 279,000 | |
2,019 | 251,000 | |
2,020 | 88,000 | |
2,021 | 65,000 | |
Thereafter | 583,000 | |
Identified intangible liabilities, net | $ 1,476,000 | $ 1,063,000 |
Identified Intangible Liabili54
Identified Intangible Liabilities, Net Identified Intangible Liabilities, Net (Phantom) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite Lived Intangible Liabilities Useful Life | 18 years 4 months 24 days | 5 years 4 months 24 days | |
Below Market Lease [Member] | |||
Amortization of above and below Market Leases | $ 67,000 | $ 0 | |
Finite Lived Intangible Liabilities Accumulated Amortization | $ 127,000 | $ 60,000 | |
Finite Lived Intangible Liabilities Useful Life | 5 years 9 months 18 days | 5 years 4 months 24 days | |
Above-market leasehold interest [Member] | |||
Finite Lived Intangible Liabilities Accumulated Amortization | $ 1,000 | $ 0 | |
Finite Lived Intangible Liabilities Useful Life | 52 years 10 months 24 days | 0 days | |
Amortization of above market leasehold interest | $ 1,000 | $ 0 |
Redeemable Noncontrolling Int55
Redeemable Noncontrolling Interest (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | 99.99% | |
Noncontrolling limited partnership interest in operating partnership | 0.01% | 0.01% | |
Changes in the carrying amount of redeemable noncontrolling interest [Roll Forward] | |||
Beginning balance | $ 2,000 | $ 0 | |
Reclassification from equity | 0 | 2,000 | |
Net loss attributable to redeemable noncontrolling interest | 0 | 0 | |
Ending balance | $ 2,000 | $ 2,000 |
Redeemable Noncontrolling Int56
Redeemable Noncontrolling Interest Redeemable Noncontrolling Interest (Phantom) (Details) | Mar. 31, 2017 | Dec. 31, 2016 |
Noncontrolling Interest Phantom [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | 99.99% |
Noncontrolling limited partnership interest in operating partnership | 0.01% | 0.01% |
Equity (Detail)
Equity (Detail) | Mar. 31, 2017USD ($)$ / sharesshares | Apr. 13, 2016shares | Oct. 22, 2015shares | May 15, 2017shares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Feb. 28, 2017 | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 01, 2017$ / shares | Jan. 23, 2017$ / shares | Jun. 17, 2016USD ($)$ / shares | Feb. 16, 2016USD ($)$ / shares | Feb. 12, 2016shares | Dec. 31, 2015shares | Feb. 06, 2015USD ($) |
Net Income (Loss) Attributable to Parent | $ (85,000) | $ (150,000) | ||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 4,089,000 | 307,000 | ||||||||||||||||
Preferred Stock, Shares Authorized | shares | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Number of shares of common stock, authorized to be issued | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Aggregate Maximum Amount Of Common Stock Issuable Under Public Offering | $ 3,150,000,000 | |||||||||||||||||
Maximum percentage of common stock repurchased during period | 5.00% | |||||||||||||||||
Share repurchase plan holding period | 1 year | |||||||||||||||||
Share repurchase plan percentage of price per-share condition one | 92.50% | 92.50% | 92.50% | 92.50% | ||||||||||||||
Share repurchase plan percentage of price per-share condition two | 100.00% | 100.00% | 100.00% | 100.00% | ||||||||||||||
Issuance of common stock under the DRIP | $ 1,063,000 | |||||||||||||||||
Stock based compensation | $ 14,000 | 32,000 | ||||||||||||||||
Issuance of vested and nonvested restricted common stock, shares | shares | 0 | |||||||||||||||||
Issuance of common stock under the DRIP, shares | shares | 196,864 | 196,864 | 83,717 | |||||||||||||||
Proceeds from Issuance of Common Stock, Dividend Reinvestment Plan | $ 1,859,000 | $ 796,000 | ||||||||||||||||
Selling commissions percentage | 3.00% | |||||||||||||||||
Selling Commissions Expenses | $ 2,070,000 | 0 | ||||||||||||||||
Maximum percentage of dealer manager fee | 3.00% | 3.00% | ||||||||||||||||
Percentage Of Dealer Manager Fee | 1.00% | 1.00% | 1.00% | |||||||||||||||
Dealer Manager Fees | $ 733,000 | 0 | ||||||||||||||||
Stockholder daily servicing fee percentage | 1.00% | |||||||||||||||||
Maximum percentage of stockholder servicing fee | 4.00% | |||||||||||||||||
Stockholder Servicing Fee Incurred | $ 2,754,000 | 0 | ||||||||||||||||
Stockholder Servicing Fee Payable | $ 6,540,000 | $ 6,540,000 | $ 3,973,000 | $ 6,540,000 | $ 3,973,000 | $ 6,540,000 | ||||||||||||
Shares, Issued | shares | 19,099,914 | 19,099,914 | 11,377,439 | 19,099,914 | 11,377,439 | 19,099,914 | ||||||||||||
Common Class T [Member] | ||||||||||||||||||
Number of shares of common stock, authorized to be issued | shares | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | ||||||||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Reallocated Maximum Amount Of Common Stock Issuable Under Primary Public Offering | $ 2,800,000,000 | |||||||||||||||||
Share price | $ / shares | $ 10 | $ 10 | ||||||||||||||||
Subscriptions in offering of common stock received and accepted shares | shares | 18,867,217 | |||||||||||||||||
Common stock, shares, issued | shares | 18,107,226 | 18,107,226 | 11,000,433 | 18,107,226 | 11,000,433 | 18,107,226 | ||||||||||||
Common stock, shares outstanding | shares | 18,107,226 | 18,107,226 | 11,000,433 | 18,107,226 | 11,000,433 | 18,107,226 | ||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 3,000,000,000 | |||||||||||||||||
Minimum Amount Of Common Stock Issuable Under Public Offering | $ 2,000,000 | |||||||||||||||||
Shares, Issued | shares | 20,833 | 20,833 | 20,833 | 20,833 | 20,833 | 20,833 | ||||||||||||
Distribution Reinvestment Plan [Member] | ||||||||||||||||||
Share price | $ / shares | $ 9.40 | $ 9.50 | ||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 150,000,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Issuance of common stock under the DRIP, shares | shares | 113,147 | |||||||||||||||||
Common Class I [Member] | ||||||||||||||||||
Number of shares of common stock, authorized to be issued | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Reallocated Maximum Amount Of Common Stock Issuable Under Primary Public Offering | $ 200,000,000 | |||||||||||||||||
Share price | $ / shares | $ 9.21 | $ 9.21 | $ 9.30 | |||||||||||||||
Common stock, shares, issued | shares | 992,688 | 992,688 | 377,006 | 992,688 | 377,006 | 992,688 | ||||||||||||
Common stock, shares outstanding | shares | 992,688 | 992,688 | 377,006 | 992,688 | 377,006 | 992,688 | ||||||||||||
Maximum percentage of dealer manager fee | 1.50% | |||||||||||||||||
Griffin American Advisor [Member] | Common Class T [Member] | ||||||||||||||||||
Value of stock purchased | $ 200,000 | |||||||||||||||||
Advisor [Member] | ||||||||||||||||||
Percentage Of Dealer Manager Fee | 2.00% | 2.00% | ||||||||||||||||
Two Thousand Fifteen Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||||||
Share price | $ / shares | $ 10 | |||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | shares | 4,000,000 | |||||||||||||||||
Two Thousand Fifteen Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||||||
Allocated Share-based Compensation Expense | $ 14,000 | 32,000 | ||||||||||||||||
Total unrecognized compensation expense | $ 56,000 | 56,000 | $ 70,000 | $ 56,000 | $ 70,000 | $ 56,000 | ||||||||||||
Allocated share based unrecognized compensation expense net of estimated forfeitures weighted average remaining period | 1 year 6 months 13 days | |||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Fair Value | $ 120,000 | 120,000 | $ 120,000 | $ 120,000 | $ 120,000 | $ 120,000 | ||||||||||||
Two Thousand Fifteen Incentive Plan [Member] | Restricted Stock [Member] | Independent Director [Member] | ||||||||||||||||||
Issuance of vested and nonvested restricted common stock, shares | shares | 15,000 | |||||||||||||||||
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 | |||||||||||||||||
Number of Independent Directors | 3 | |||||||||||||||||
Stock Issued During Period Share Based Compensation Per Director | shares | 5,000 | |||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||
Subscriptions in offering of common stock received and accepted shares | shares | 22,539,126 | |||||||||||||||||
Limited Partner [Member] | ||||||||||||||||||
Stockholders equity attributable to noncontrolling interest | $ 2,000 | |||||||||||||||||
Stock Issued During Period, Shares, Stock Splits | shares | 208 | |||||||||||||||||
Parent [Member] | ||||||||||||||||||
Net Income (Loss) Attributable to Parent | $ (150,000) | |||||||||||||||||
Issuance of common stock under the DRIP | 1,063,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Issuance of common stock under the DRIP | $ 1,000 | |||||||||||||||||
Issuance of common stock, shares | shares | 7,609,328 | |||||||||||||||||
Issuance of common stock under the DRIP, shares | shares | 113,147 | |||||||||||||||||
Shares, Issued | shares | 20,833 | 20,833 | ||||||||||||||||
Contingent Advisor Payment Incurred [Member] | Dealer manager fees [Member] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 1,496,000 | $ 0 | ||||||||||||||||
Contingent Advisor Payment Incurred [Member] | Other organizational and offering expenses [Member] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 556,000 | 0 | ||||||||||||||||
Base Acquisition Fee Paid [Member] | ||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 1,655,000 | $ 0 |
Equity - Status and Changes of
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock [Roll Forward] | |
Balance - December 31, 2016 (in shares) | shares | 12,000 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Balance - March 31, 2017 (in shares) | shares | 12,000 |
Expected to vest (in shares) | shares | 12,000 |
Balance - December 31, 2016 (in dollars per share) | $ / shares | $ 10 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Balance - March 31, 2017 (in dollars per share) | $ / shares | 10 |
Expected to vest (in dollars per share) | $ / shares | $ 10 |
Equity Equity Phantom (Details)
Equity Equity Phantom (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Preferred Stock, Shares Authorized | 200,000,000 | 200,000,000 | |
Preferred Stock, Par or Stated Value 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 | |
Shares, Issued | 19,099,914 | 11,377,439 | |
Selling Commissions Expenses | $ 2,070 | $ 0 | |
Common Class T [Member] | |||
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 | |
Common stock, par value (usd per share) | $ 0 | $ 0 | |
Shares, Issued | 20,833 | 20,833 | |
Two Thousand Fifteen Incentive Plan [Member] | Restricted Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Fair Value | $ 120 | $ 120 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | 14 Months Ended | |||||||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Feb. 28, 2017 | Mar. 31, 2017USD ($)Quarter | Mar. 01, 2017$ / shares | Jan. 23, 2017$ / shares | Dec. 30, 2016 | Jun. 17, 2016$ / shares | Feb. 29, 2016$ / shares | Feb. 16, 2016USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 4,089,000 | $ 307,000 | ||||||||||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | |||||||||||
Maximum percentage of dealer manager fee | 3.00% | 3.00% | ||||||||||
Percentage Of Dealer Manager Fee | 1.00% | 1.00% | 1.00% | |||||||||
Asset Management Fees | $ 301,000 | 0 | ||||||||||
Minimum Investment Rate By Officer EVP | 5.00% | 10.00% | ||||||||||
Maximum Investment Rate By Officer EVP | 15.00% | 15.00% | ||||||||||
Officer purchase share price | $ / shares | $ 9.60 | |||||||||||
Due to Affiliate | 7,620,000 | $ 5,531,000 | $ 7,620,000 | $ 7,620,000 | ||||||||
Contingent Advisor Payment Incurred [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to Affiliate | 7,456,000 | 5,404,000 | 7,456,000 | 7,456,000 | ||||||||
Base Acquisition Fee Paid [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 1,655,000 | 0 | ||||||||||
Operating Expense [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 21,000 | 307,000 | ||||||||||
Operating Expenses | $ 128,000 | |||||||||||
Percentage Of Operating Expenses Of Average Invested Assets | 2.20% | |||||||||||
Percentage Of Operating Expenses Of Net Income | (72.90%) | |||||||||||
Due to Affiliate | $ 20,000 | 20,000 | $ 20,000 | $ 20,000 | ||||||||
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 from sale of shares of common stock | 6.00% | |||||||||||
Subordinated Distribution Upon Termination [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Distribution rate of partnership amount to advisor | 15.00% | |||||||||||
Annual cumulative non compounded return upon termination from sale of shares of our common stock | 6.00% | |||||||||||
Advisor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | |||||||||||
Percentage Of Dealer Manager Fee | 2.00% | 2.00% | ||||||||||
Maximum percentage of other organizational and offering expense | 1.00% | |||||||||||
Maximum acquisition fee of contract purchase price for property we acquire | 4.50% | |||||||||||
Maximum acquisition fee of real estate-related investment purchase price we originate or acquire | 4.25% | |||||||||||
Base acquisition fee for real estate we acquire | 2.25% | 2.25% | ||||||||||
Base acquisition fee for real estate related investment we acquire | 2.00% | |||||||||||
Contingent Advisor Payment Fee | 2.25% | 2.25% | ||||||||||
Contingent Advisor Payment Holdback | $ 7,500,000 | |||||||||||
Imputed leverage on equity raise percentage as basis of acquisition fee | 50.00% | |||||||||||
Asset management fee percentage | 0.80% | |||||||||||
Percentage of property management oversight fee | 1.00% | |||||||||||
Percentage of property management oversight fee - gross monthly cash receipts | 1.50% | |||||||||||
Percentage of property management oversight fee - multiple tenants | 1.50% | |||||||||||
Minimum percentage of lease fee | 3.00% | |||||||||||
Maximum percentage of lease fee | 6.00% | |||||||||||
Maximum percentage of construction management fee | 5.00% | |||||||||||
Number Of Consecutive Fiscal Quarters For Reimbursement Measurement | Quarter | 4 | |||||||||||
Percentage Of Operating Expenses Of Average Invested Asset | 2.00% | |||||||||||
Percentage Of Operating Expense Of Net Income | 25.00% | |||||||||||
Disposition fees as percentage of contract sales price | 2.00% | |||||||||||
Disposition fees as percentage of customary competitive real estate commission | 50.00% | |||||||||||
Maximum percentage of disposition fee | 6.00% | |||||||||||
Reimbursement of acquisition expenses [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 1,000 | 0 | ||||||||||
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] | ||||||||||||
Related Party Transaction, Amounts of Transaction | 1,496,000 | 0 | ||||||||||
Due to Affiliate | 3,708,000 | 2,212,000 | 3,708,000 | $ 3,708,000 | ||||||||
Other organizational and offering expenses [Member] | Contingent Advisor Payment Incurred [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | 556,000 | $ 0 | ||||||||||
Due to Affiliate | $ 3,748,000 | $ 3,192,000 | $ 3,748,000 | $ 3,748,000 | ||||||||
Common Class I [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Maximum percentage of dealer manager fee | 1.50% | |||||||||||
Share price | $ / shares | $ 9.21 | $ 9.21 | $ 9.30 |
Related Party Transactions - Re
Related Party Transactions - Related Party Description (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Board of Directors Chairman [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | $ | $ 57 |
Issuance of common stock, shares | shares | 6,178 |
President [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | $ | $ 60 |
Issuance of common stock, shares | shares | 6,423 |
Executive Vice President [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | $ | $ 60 |
Issuance of common stock, shares | shares | 6,436 |
Executive Vice President, Acquisitions [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | $ | $ 8 |
Issuance of common stock, shares | shares | 842 |
Executive Officer [Member] | |
Related Party Transaction [Line Items] | |
Issuance of common stock | $ | $ 185 |
Issuance of common stock, shares | shares | 19,879 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amount Outstanding to Affiliates (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due to Affiliate | $ 7,620,000 | $ 5,531,000 |
Contingent Advisor Payment Incurred [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 7,456,000 | 5,404,000 |
Asset And Property Management Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 117,000 | 83,000 |
Operating Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 20,000 | 20,000 |
Property Management Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | $ 27,000 | $ 24,000 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Phantom) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 4,089,000 | $ 307,000 |
Asset Management Fees | 301,000 | 0 |
Base Acquisition Fee Paid [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 1,655,000 | 0 |
Dealer manager fees [Member] | Contingent Advisor Payment Incurred [Member] | ||
Related Party Transaction, Amounts of Transaction | 1,496,000 | 0 |
Other organizational and offering expenses [Member] | Contingent Advisor Payment Incurred [Member] | ||
Related Party Transaction, Amounts of Transaction | 556,000 | 0 |
Reimbursement of acquisition expenses [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 1,000 | 0 |
Property Management Fee [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 59,000 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage Loan Payable, Fair Value Disclosure | $ 4,045,000 | $ 4,131,000 |
Mortgage loan payable, net | 3,901,000 | 3,965,000 |
Line of Credit Facility, Fair Value of Amount Outstanding | 35,600,000 | 33,899,000 |
Line of credit, carrying value | $ 34,744,000 | $ 32,957,000 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Assets by Reportable Segment | |||
Total assets | $ 217,984,000 | $ 142,758,000 | |
Revenue: | |||
Real estate revenue | 4,052,000 | $ 0 | |
Expenses: | |||
Property operating expenses | 1,187,000 | 0 | |
Segment net operating income (loss) | 2,865,000 | 0 | |
Operating Expenses | |||
General and administrative | 748,000 | 150,000 | |
Acquisition related expenses | 73,000 | 0 | |
Depreciation and amortization | 1,711,000 | 0 | |
Income (loss) from operations | 333,000 | (150,000) | |
Other income (expense): | |||
Interest expense (including amortization of deferred financing costs and debt discount/premium) | (418,000) | 0 | |
Net loss | (85,000) | (150,000) | |
Medical Office Building [Member] | |||
Assets by Reportable Segment | |||
Total assets | 197,419,000 | 123,223,000 | |
Revenue: | |||
Real estate revenue | 3,671,000 | 0 | |
Expenses: | |||
Property operating expenses | 1,153,000 | 0 | |
Segment net operating income (loss) | 2,518,000 | 0 | |
Senior Housing [Member] | |||
Assets by Reportable Segment | |||
Total assets | 16,704,000 | 16,758,000 | |
Revenue: | |||
Real estate revenue | 381,000 | 0 | |
Expenses: | |||
Property operating expenses | 34,000 | 0 | |
Segment net operating income (loss) | 347,000 | $ 0 | |
Other Segments [Member] | |||
Assets by Reportable Segment | |||
Total assets | $ 3,861,000 | $ 2,777,000 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | Mar. 31, 2017State |
Concentration of Credit Risk | |
Minimum Percent Share Of Each State Annualized Base Rent That Company Owned | 10.00% |
Number of states with more than ten percent of tenant annual base rent | 3 |
Number of tenants with more than ten percent of annual base rent | 1 |
Minimum percent share of annualized base rent accounted by tenants | 10.00% |
NEVADA | |
Concentration of Credit Risk | |
Percentage of annual base rent | 28.80% |
ALABAMA | |
Concentration of Credit Risk | |
Percentage of annual base rent | 24.40% |
VIRGINIA | |
Concentration of Credit Risk | |
Percentage of annual base rent | 11.30% |
Concentration of Credit Risk 67
Concentration of Credit Risk - Schedule of Annualized Base Rent from Tenants at Consolidated Properties (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)ft² | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
GLA (Sq Ft) | 860,000 |
Prime Healthcare Services - Reno [Member] | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
Annual Base Rent | $ | $ 3,863 |
Prime Healthcare Services - Reno [Domain] | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
Type Of Property Acquired | Medical Office |
GLA (Sq Ft) | 152,000 |
Percentage of annual base rent | 23.50% |
Per Share Data (Detail)
Per Share Data (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic | $ 2,000 | $ 0 |
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 | 208 |
Per Share Data Per Share Data (
Per Share Data Per Share Data (Phantom) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic | $ 2,000 | $ 0 |
Redeemable Limited Partnership Units [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 208 | 208 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Common Stock [Member] - Subsequent Event [Member] $ in Thousands | 1 Months Ended |
May 15, 2017USD ($)shares | |
Subsequent Event [Line Items] | |
Subscriptions in offering of common stock received and accepted shares | shares | 22,539,126 |
Subscriptions in offering of common stock received and accepted value | $ | $ 224,267 |