Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 47,577,751 | |
Common Class I [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,821,458 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
ASSETS | ||||||
Real estate investments, net | $ 437,688,000 | $ 419,665,000 | ||||
Cash and cash equivalents | 9,158,000 | 7,087,000 | $ 2,237,000 | |||
Accounts and other receivables, net | 4,985,000 | 2,838,000 | ||||
Restricted cash | 16,000 | 16,000 | ||||
Real estate deposits | 2,075,000 | 500,000 | ||||
Identified intangible assets, net | 43,920,000 | 44,821,000 | ||||
Other assets, net | 5,800,000 | 5,226,000 | ||||
Total assets | 503,642,000 | 480,153,000 | ||||
Liabilities: | ||||||
Mortgage loans payable, net | 11,483,000 | [1] | 11,567,000 | [1] | 3,965,000 | |
Line of credit and term loan | [1] | 62,300,000 | 84,100,000 | |||
Accounts payable and accrued liabilities | [1] | 21,995,000 | 19,428,000 | |||
Accounts payable due to affiliates | [1] | 8,146,000 | 8,118,000 | |||
Identified intangible liabilities, net | 1,653,000 | 1,737,000 | ||||
Security deposits, prepaid rent and other liabilities | [1] | 1,694,000 | 977,000 | |||
Total liabilities | 107,271,000 | 125,927,000 | ||||
Commitments and contingencies (Note 9) | ||||||
Redeemable noncontrolling interests (Note 10) | 1,002,000 | 1,002,000 | $ 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 | 427,228,000 | 376,284,000 | ||||
Accumulated deficit | (32,337,000) | (23,482,000) | ||||
Total stockholders’ equity | 395,369,000 | 353,224,000 | ||||
Total liabilities, redeemable noncontrolling interests and stockholders’ equity | 503,642,000 | 480,153,000 | ||||
Common Class T [Member] | ||||||
Stockholders’ equity: | ||||||
Common stock, $0.01 par value per share | 452,000 | 400,000 | ||||
Common Class I [Member] | ||||||
Stockholders’ equity: | ||||||
Common stock, $0.01 par value per share | $ 26,000 | $ 22,000 | ||||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of March 31, 2018 and December 31, 2017 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 Corporate Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $62,300,000 and $84,100,000 as of March 31, 2018 and December 31, 2017, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | |
Line of credit and term loan | [1] | $ 62,300,000 | $ 84,100,000 |
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 | 45,226,189 | 39,972,049 | |
Common stock, shares outstanding | 45,226,189 | 39,972,049 | |
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 | 2,637,800 | 2,235,111 | |
Common stock, shares outstanding | 2,637,800 | 2,235,111 | |
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of March 31, 2018 and December 31, 2017 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 Corporate Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $62,300,000 and $84,100,000 as of March 31, 2018 and December 31, 2017, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Real estate revenue | $ 9,433,000 | $ 4,052,000 |
Resident fees and services | 8,409,000 | 0 |
Expenses: | ||
Rental expenses | 2,351,000 | 1,187,000 |
Property operating expenses | 7,233,000 | 0 |
General and administrative | 2,120,000 | 748,000 |
Acquisition related expenses | 95,000 | 73,000 |
Depreciation and amortization | 7,195,000 | 1,711,000 |
Total expenses | 18,994,000 | 3,719,000 |
Interest expense (including amortization of deferred financing costs and debt premium) | (1,084,000) | (418,000) |
Net loss | (2,236,000) | (85,000) |
Less: net loss attributable to redeemable noncontrolling interests | 67,000 | 0 |
Net loss attributable to controlling interest | $ (2,169,000) | $ (85,000) |
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted | $ (0.05) | $ (0.01) |
Weighted average number of Class T and Class I common shares outstanding — basic and diluted | 45,136,647 | 14,655,107 |
Distributions declared per Class T and Class I common share | $ 0.15 | $ 0.15 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Total Stockholders’ Equity | Class T and Class I Common Stock | Additional Paid-In Capital | Accumulated Deficit | |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | $ 0 | |||||
Beginning balance, Shares at Dec. 31, 2016 | 11,377,439 | |||||
Beginning balance Stockholders' Equity, including Portion Attributable to Noncontrolling Interest at Dec. 31, 2016 | $ 92,255,000 | $ 114,000 | $ 99,492,000 | $ (7,351,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, shares | 7,609,328 | 0 | ||||
Amortization of nonvested common stock compensation | 14,000 | 14,000 | ||||
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 | 113,147 | |||||
Issuance of common stock under the DRIP | 1,063,000 | 1,063,000 | $ 1,000 | 1,062,000 | ||
Dividends, Common Stock, Cash | (2,171,000) | $ (2,171,000) | ||||
Net Income (Loss) Attributable to Parent | 85,000 | (85,000) | (85,000) | |||
Ending balance Stockholders' Equity, including Portion Attributable to Noncontrolling Interest at Mar. 31, 2017 | 159,083,000 | $ 191,000 | 168,499,000 | (9,607,000) | ||
Ending balance, Shares at Mar. 31, 2017 | 19,099,914 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adjustments to Additional Paid in Capital, Fair Value Adjustment to Redeemable Noncontrolling Interests | 0 | |||||
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | (67,000) | |||||
Beginning balance, Shares at Dec. 31, 2017 | 42,207,160 | |||||
Beginning balance Stockholders' Equity, including Portion Attributable to Noncontrolling Interest at Dec. 31, 2017 | 353,224,000 | 353,224,000 | $ 422,000 | 376,284,000 | $ (23,482,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, shares | 5,314,261 | 0 | ||||
Stock Repurchased During Period, Value | (397,000) | $ 0 | (397,000) | |||
Amortization of nonvested common stock compensation | 30,000 | 30,000 | ||||
Issuance of common stock | 52,820,000 | $ 53,000 | 52,767,000 | |||
Offering costs - common stock | 4,992,000 | 4,992,000 | ||||
Issuance of common stock under the DRIP, shares | 383,756 | |||||
Issuance of common stock under the DRIP | 3,606,000 | 3,606,000 | $ 3,000 | 3,603,000 | ||
Dividends, Common Stock, Cash | (6,686,000) | $ (6,686,000) | ||||
Net Income (Loss) Attributable to Parent | 2,169,000 | (2,169,000) | [1] | (2,169,000) | ||
Ending balance Stockholders' Equity, including Portion Attributable to Noncontrolling Interest at Mar. 31, 2018 | 395,369,000 | 395,369,000 | $ 478,000 | 427,228,000 | $ (32,337,000) | |
Ending balance, Shares at Mar. 31, 2018 | 47,863,989 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Repurchased During Period, Shares | (41,188) | |||||
Adjustments to Additional Paid in Capital, Fair Value Adjustment to Redeemable Noncontrolling Interests | $ 67,000 | $ (67,000) | $ (67,000) | |||
[1] | Amount excludes $(67,000) of net loss attributable to redeemable noncontrolling interests for the three months ended March 31, 2018. See Note 10, Redeemable Noncontrolling Interests, for a further discussion. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parentheticals) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Distributions declared per Class T and Class I common share | $ 0.15 | $ 0.15 |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | $ (67,000) | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,236,000) | $ (85,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 7,195,000 | 1,711,000 |
Other amortization (including deferred financing costs, above/below-market leases, leasehold interests, above-market leasehold interests and debt premium) | 207,000 | 77,000 |
Deferred rent | (633,000) | (273,000) |
Stock based compensation | 30,000 | 14,000 |
Share discounts | 0 | 3,000 |
Bad debt expense | 347,000 | 14,000 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (1,807,000) | 50,000 |
Other assets | (98,000) | (422,000) |
Accounts payable and accrued liabilities | 1,378,000 | 429,000 |
Accounts payable due to affiliates | 18,000 | 37,000 |
Security deposits, prepaid rent and other liabilities | 291,000 | (165,000) |
Net cash provided by operating activities | 4,692,000 | 1,390,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions of real estate investments | (23,190,000) | (74,714,000) |
Capital expenditures | (687,000) | (39,000) |
Real estate deposits | (1,575,000) | (800,000) |
Pre-acquisition expenses | (42,000) | 0 |
Net cash used in investing activities | (25,494,000) | (75,553,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on mortgage loans payable | (96,000) | (62,000) |
Borrowings under the line of credit and term loan | 22,600,000 | 60,000,000 |
Payments on the line of credit and term loan | (44,400,000) | (58,300,000) |
Proceeds from issuance of common stock | 52,094,000 | 76,125,000 |
Deferred financing costs | (2,000) | (14,000) |
Repurchase of common stock | (397,000) | 0 |
Payment of offering costs | (4,125,000) | (3,009,000) |
Security deposits | (2,000) | 0 |
Distributions paid | (2,799,000) | (755,000) |
Net cash provided by financing activities | 22,873,000 | 73,985,000 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 2,071,000 | (178,000) |
Cash and cash equivalents at beginning of period | 7,087,000 | 2,237,000 |
Restricted cash at beginning of period | 16,000 | 0 |
CASH, CASH EQUIVALENTS, RESTRICTED CASH - Beginning of period | 7,103,000 | 2,237,000 |
Cash and cash equivalents at end of period | 9,158,000 | 2,059,000 |
Restricted cash at end of period | 16,000 | 0 |
CASH, CASH EQUIVALENTS, RESTRICTED CASH - Ending of period | 9,174,000 | 2,059,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 879,000 | 356,000 |
Income taxes | 1,000 | 2,000 |
Investing Activities: | ||
Accrued capital expenditures | 1,285,000 | 669,000 |
Accrued pre-acquisition expenses | 119,000 | 0 |
Tenant improvement overage | 429,000 | 0 |
The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments: | ||
Other assets | 8,000 | 103,000 |
Accounts payable and accrued liabilities | 112,000 | 125,000 |
Security deposits and prepaid rent | 0 | 360,000 |
Financing Activities: | ||
Issuance of common stock under the DRIP | 3,606,000 | 1,063,000 |
Distributions declared but not paid | 2,398,000 | 885,000 |
Accrued Contingent Advisor Payment | 7,760,000 | 7,456,000 |
Accrued stockholder servicing fee | 13,423,000 | 6,540,000 |
Receivable from transfer agent | $ 1,158,000 | $ 521,000 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2018 | |
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 also operate healthcare-related facilities 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 Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). 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 qualified to be taxed as a real estate investment trust, or REIT, under the Code for federal income tax purposes beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT. On February 16, 2016, we commenced our initial public offering, or our offering, in which we were initially 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 were being offered at a price of $10.00 per share prior to April 11, 2018. 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 $9.21 per share from March 1, 2017 to April 10, 2018. 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 $9.40 per share from January 1, 2017 to April 10, 2018. On April 6, 2018, our board of directors, at the recommendation of the audit committee of our board of directors, comprised solely of independent directors, unanimously approved and established an estimated per share net asset value, or NAV, of our common stock of $9.65 . As a result, on April 6, 2018, our board of directors unanimously approved revised offering prices for each class of shares of our common stock to be sold in the primary portion of our initial public offering based on the estimated per share NAV of our Class T and Class I common stock of $9.65 plus any applicable per share up-front selling commissions and dealer manager fees funded by us, effective April 11, 2018. Accordingly, the revised offering price for shares of our Class T common stock and Class I common stock sold pursuant to our primary offering on or after April 11, 2018 is $10.05 per share and $9.65 per share, respectively. Effective April 11, 2018, the shares of our Class T and Class I common stock issued pursuant to the DRIP are sold at a price of $9.65 per share, the most recent estimated per share NAV approved and established by our board of directors. We will sell shares of our Class T and Class I common stock in our offering until February 16, 2019, unless extended by our board of directors as permitted under applicable law, or extended with respect to shares of our common stock offered pursuant to the DRIP. 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, 2018 , we had received and accepted subscriptions in our offering for 46,532,759 aggregate shares of our Class T and Class I common stock, or approximately $462,971,000 , 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 Griffin-American Healthcare REIT IV Advisor, LLC, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor. The Advisory Agreement was effective as of February 16, 2016 and had a one -year term, subject to successive one -year renewals upon the mutual consent of the parties. The Advisory Agreement was last renewed pursuant to the mutual consent of the parties on February 14, 2018 and expires on February 16, 2019. 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, or collectively, our co-sponsors. 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, and 7.8% owned by James F. Flaherty III, a former partner of Colony NorthStar. 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 four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities. As of March 31, 2018 , we had completed 19 property acquisitions whereby we owned 40 properties, comprising 42 buildings, or approximately 2,553,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $488,740,000 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
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 pa rtner of our operating partnership, and as of March 31, 2018 and December 31, 2017 , we owned greater than a 99.99% general partnership interest therein. Our advisor is a limited partner, and as of March 31, 2018 and December 31, 2017 , 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 2017 Annual Report on Form 10-K, as filed with the SEC on March 8, 2018. 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. Revenue Recognition and Tenant and Resident Receivables In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers , which has been codified to ASC Topic 606. ASC Topic 606 provides additional guidance to clarify the principles for recognizing revenue. The standard and subsequent amendments are intended to develop a common revenue standard to remove inconsistencies, improve comparability, provide more useful information to users through improved disclosure requirements and simplify the preparation of financial statements. We have evaluated all of our revenue streams to identify whether each revenue stream would be subject to the provisions of ASC Topic 606 and whether there are any differences in the timing, measurement or presentation of revenue recognition. Based on a review of our various revenue streams, certain components of resident fees and services, such as revenues that are ancillary to the contractual rights of residents within our senior housing facilities operated utilizing a RIDEA structure, are subject to ASC Topic 606. While these revenue streams are subject to the provisions of ASC Topic 606, we believe that the pattern and timing of recognition of income are consistent with the previous accounting model. Virtually all resident fees and services are earned over a period of time and the majority of these revenues are paid by private payor types with the residual being paid by Medicaid. We adopted ASC Topic 606 on January 1, 2018 using the modified retrospective adoption method and the adoption did not have a material impact on our consolidated financial statements. Included within resident fees and services for the quarter ended March 31, 2018 was $186,000 of ancillary service revenue. Segment Disclosure ASC Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Accordingly, when we acquired our first medical office building in June 2016; senior housing facility in December 2016; senior housing — RIDEA facility in November 2017; and skilled nursing facility in March 2018, we added a new reportable segment at each such time. As of March 31, 2018 , we have determined that we operate through four reportable business segments, with activities related to investing in medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities. See Note 15, Segment Reporting , for a further discussion. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases , or ASU 2016-02, which amends the guidance on accounting for leases, including extensive amendments to the disclosure requirements. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02 from a lessor perspective, the guidance will require bifurcation of lease revenues into lease components and non-lease components and to separately recognize and disclose non-lease components that are executory in nature. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components may be accounted for under the new revenue recognition guidance in ASC Topic 606. Although not yet finalized, the FASB has proposed an option for lessors to elect a practical expedient allowing them to not separate lease and non-lease components in a contract for the purpose of revenue recognition and disclosure. This practical expedient is limited to circumstances in which: (i) the timing and pattern of revenue recognition are the same for the non-lease component and the related lease component; and (ii) the combined single lease component would be classified as an operating lease. If finalized, we plan to elect this practical expedient. In addition, ASU 2016-02 provides a practical expedient that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement; (ii) the lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs. We plan to elect this practical expedient. We are still evaluating the complete impact of the adoption of ASU 2016-02 and its related expedients on January 1, 2019 to our consolidated financial statements and disclosures. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance. ASU 2016-02 requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements with a few optional practical expedients. As a result of the adoption of ASU 2016-02 on January 1, 2019, we: (i) will recognize all of our operating leases for which we are the lessee, including facilities leases and ground leases, on our consolidated balance sheets; and (ii) may be required to increase our revenue and expense for the amount of real estate taxes and insurance paid by our tenant under triple-net leases. 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 February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income , or ASU 2018-02, which amends the reclassification requirements from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017, or the Tax Act. Under ASU 2018-02, an entity will be required to provide certain disclosures regarding stranded tax effects. ASU 2018-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. We do not expect the adoption of ASU 2018-02 on January 1, 2019 to have a material impact on our consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Amendments to the SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , or ASU 2018-05, which updates the income tax accounting in GAAP to reflect the SEC’s interpretive guidance with regards to the Tax Act. See Note 14, Income Taxes , for a further discussion. |
Real Estate Investments, Net
Real Estate Investments, Net | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Building and improvements $ 390,654,000 $ 371,890,000 Land 54,723,000 52,202,000 Furniture, fixtures and equipment 4,498,000 4,458,000 449,875,000 428,550,000 Less: accumulated depreciation (12,187,000 ) (8,885,000 ) $ 437,688,000 $ 419,665,000 Depreciation expense for the three months ended March 31, 2018 and 2017 was $3,416,000 and $1,140,000 , respectively. In addition to the property acquisition discussed below, for the three months ended March 31, 2018 , we incurred capital expenditures of $958,000 on our medical office buildings, $88,000 on our senior housing — RIDEA facilities and $0 on our senior housing facilities and skilled nursing 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, total development costs and real estate commissions and other fees paid to unaffiliated third parties will not exceed, in the aggregate, 6.0% of the contract purchase price of our property acquisitions, 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, 2018 and 2017, such fees and expenses paid did not exceed 6.0% of the contract purchase price of our property acquisitions, except with respect to our acquisitions of Athens MOB and Northern California Senior Housing Portfolio. Our directors, including a majority of our independent directors, not otherwise interested in the transactions, approved the reimbursement of fees and expenses to our advisor or its affiliates for the acquisitions of Athens MOB and Northern California Senior Housing Portfolio in excess of the 6.0% limit and determined that such fees and expenses were commercially fair and reasonable to us. Acquisition in 2018 For the three months ended March 31, 2018 , using net proceeds from our offering and debt financing, we completed one property acquisition comprising two facilities from unaffiliated third parties. The following is a summary of our property acquisition for the three months ended March 31, 2018 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Corporate Line of Credit(2) Total Acquisition Fee(3) Central Wisconsin Senior Care Portfolio Sun Prairie and Waunakee, WI Skilled Nursing 03/01/18 $ 22,600,000 $ 22,600,000 $ 1,018,000 ___________ (1) We own 100% of our property acquired in 2018. (2) Represents a borrowing under the Corporate Line of Credit, as defined in Note 7, Line of Credit and Term Loan , 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 property, 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 property acquisition we completed for the three months ended March 31, 2018 as an asset acquisition in accordance with FASB ASU 2017-01, Clarifying the Definition of a Business , or ASU 2017-01. We incurred a base acquisition fee and direct acquisition related expenses of $695,000 , which were capitalized in accordance with ASU 2017-01. In addition, we incurred a Contingent Advisor Payment of $509,000 to our advisor for this property acquisition. The following table summarizes the purchase price of the assets acquired and liabilities assumed at the time of acquisition from our property acquisition in 2018 based on their relative fair values: 2018 Acquisition Building and improvements $ 17,845,000 Land 2,517,000 In-place leases 2,933,000 Total assets acquired 23,295,000 Total liabilities assumed — Net assets acquired $ 23,295,000 |
Identified Intangible Assets, N
Identified Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 In-place leases, net of accumulated amortization of $9,530,000 and $5,832,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 8.1 years and 7.3 years as of March 31, 2018 and December 31, 2017, respectively) $ 36,926,000 $ 37,766,000 Leasehold interests, net of accumulated amortization of $143,000 and $119,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 70.3 years and 70.6 years as of March 31, 2018 and December 31, 2017, respectively) 6,269,000 6,292,000 Above-market leases, net of accumulated amortization of $211,000 and $173,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 5.4 years and 5.6 years as of March 31, 2018 and December 31, 2017, respectively) 725,000 763,000 $ 43,920,000 $ 44,821,000 Amortization expense on identified intangible assets for the three months ended March 31, 2018 and 2017 was $3,833,000 and $628,000 , respectively, which included $38,000 and $33,000 , respectively, 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. The aggregate weighted average remaining life of the identified intangible assets was 16.9 years and 16.2 years as of March 31, 2018 and December 31, 2017, respectively. As of March 31, 2018 , estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2018 $ 9,663,000 2019 4,644,000 2020 4,053,000 2021 3,657,000 2022 3,140,000 Thereafter 18,763,000 $ 43,920,000 |
Other Assets, Net
Other Assets, Net | 3 Months Ended |
Mar. 31, 2018 | |
Other Assets, Net [Abstract] | |
Other Assets, Net | 5. Other Assets, Net Other assets, net consisted of the following as of March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Deferred rent receivables $ 2,546,000 $ 1,912,000 Prepaid expenses and deposits 1,696,000 1,532,000 Deferred financing costs, net of accumulated amortization of $772,000 and $554,000 as of March 31, 2018 and December 31, 2017, respectively(1) 1,238,000 1,456,000 Lease commissions, net of accumulated amortization of $17,000 and $9,000 as of March 31, 2018 and December 31, 2017, respectively 320,000 326,000 $ 5,800,000 $ 5,226,000 ___________ (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 Corporate Line of Credit, as defined in Note 7, Line of Credit and Term Loan . Amortization expense on deferred financing costs of the Corporate Line of Credit for the three months ended March 31, 2018 and 2017 was $218,000 and $87,000 , respectively. Amortization expense on deferred financing costs of the Corporate Line of Credit is recorded to interest expense in our accompanying condensed consolidated statements of operations. Amortization expense on lease commissions for the three months ended March 31, 2018 and 2017 was $8,000 and $0 , respectively. |
Mortgage Loans Payable, Net
Mortgage Loans Payable, Net | 3 Months Ended |
Mar. 31, 2018 | |
Mortgage Loans Payable, Net [Abstract] | |
Mortgage Loans Payable, Net | 6. Mortgage Loans Payable, Net As of March 31, 2018 and December 31, 2017 , mortgage loans payable were $11,538,000 ( $11,483,000 , including premium and deferred financing costs, net) and $11,634,000 ( $11,567,000 , including premium and deferred financing costs, net), respectively. As of March 31, 2018 and December 31, 2017 , we had two fixed-rate mortgage loans with interest rates ranging from 4.77% to 5.25% per annum, maturity dates ranging from April 1, 2020 to August 1, 2029 and a weighted average effective interest rate of 4.92% . The changes in the carrying amount of mortgage loans payable, net consisted of the following for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Beginning balance $ 11,567,000 $ 3,965,000 Additions: Amortization of deferred financing costs(1) 15,000 2,000 Deductions: Scheduled principal payments on mortgage loans payable (96,000 ) (62,000 ) Amortization of premium on mortgage loan payable (3,000 ) (4,000 ) Ending balance $ 11,483,000 $ 3,901,000 ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs only includes costs related to our mortgage loans payable. As of March 31, 2018 , the principal payments due on our mortgage loans payable for the nine months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2018 $ 290,000 2019 407,000 2020 8,036,000 2021 314,000 2022 330,000 Thereafter 2,161,000 $ 11,538,000 |
Line of Credit and Term Loan
Line of Credit and Term Loan | 3 Months Ended |
Mar. 31, 2018 | |
Line of Credit Facility [Abstract] | |
Line of Credit and Term Loan | 7. Line of Credit and Term Loan 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. On October 31, 2017, we entered into an amendment to the Credit Agreement, or the Amendment, with Bank of America, as administrative agent, and the subsidiary guarantors and lenders named therein. The material terms of the Amendment provide for: (i) a $50,000,000 increase in the Line of Credit from an aggregate principal amount of $100,000,000 to $150,000,000 ; (ii) a term loan with an aggregate maximum principal amount of $50,000,000 , or the Term Loan Credit Facility, that 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; (iii) our right, upon at least five business days’ prior written notice to Bank of America, to increase the Line of Credit or Term Loan Credit Facility provided that the aggregate principal amount of all such increases and additions shall not exceed $300,000,000 ; (iv) a revision to the definition of Threshold Amount, as defined in the Credit Agreement, to reflect an increase in such amount for any Recourse Indebtedness, as defined in the Credit Agreement, to $20,000,000 , and an increase in such amount for any Non-Recourse Indebtedness, as defined in the Credit Agreement, to $50,000,000 ; (v) the revision of certain Unencumbered Property Pool Criteria, as defined and set forth in the Credit Agreement; and (vi) an increase in the maximum Consolidated Secured Leverage Ratio, as defined in the Credit Agreement, to be equal to or less than 40.0% . As a result of the Amendment, our aggregate borrowing capacity under the Line of Credit and the Term Loan Credit Facility, or collectively, the Corporate Line of Credit, is $200,000,000 . At our option, the Corporate Line of Credit bears interest at per annum rates equal to (a) (i) the Eurodollar Rate (as defined in the Credit Agreement, as amended) plus (ii) a margin ranging from 1.75% to 2.25% based on our Consolidated Leverage Ratio (as defined in the Credit Agreement, as amended), 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, as amended) 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 Corporate 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, as amended, 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, as amended, 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, as amended, also imposes certain financial covenants based on the following criteria, which are specifically defined in the Credit Agreement, as amended: (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, as amended, 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, as amended, 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, as amended, 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, as amended. The pledged collateral will be released upon achieving a consolidated total asset value of at least $750,000,000 . As of March 31, 2018 and December 31, 2017, our aggregate borrowing capacity under the Corporate Line of Credit was $200,000,000 . As of March 31, 2018 and December 31, 2017, borrowings outstanding totaled $62,300,000 and $84,100,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 3.55% and 3.45% per annum, respectively. |
Identified Intangible Liabiliti
Identified Intangible Liabilities, Net | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Below-market leases, net of accumulated amortization of $428,000 and $345,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 6.3 years and 6.4 years as of March 31, 2018 and December 31, 2017, respectively) $ 1,266,000 $ 1,349,000 Above-market leasehold interests, net of accumulated amortization of $8,000 and $6,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 51.9 years and 52.2 years as of March 31, 2018 and December 31, 2017, respectively) 387,000 388,000 $ 1,653,000 $ 1,737,000 Amortization expense on identified intangible liabilities for the three months ended March 31, 2018 and 2017 was $85,000 and $68,000 , respectively, which included $83,000 and $67,000 , respectively, of amortization recorded to real estate revenue for below-market leases and $2,000 and $1,000 , respectively, of amortization recorded against rental expenses for above-market leasehold interests in our accompanying condensed consolidated statements of operations. The aggregate weighted average remaining life of the identified intangible liabilities was 17.0 years and 16.7 years as of March 31, 2018 and December 31, 2017, respectively. As of March 31, 2018 , estimated amortization expense on identified intangible liabilities for the nine months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2018 $ 254,000 2019 310,000 2020 147,000 2021 125,000 2022 125,000 Thereafter 692,000 $ 1,653,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
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 Interests | 3 Months Ended |
Mar. 31, 2018 | |
Redeemable Noncontrolling Interests [Line Items] | |
Redeemable Noncontrolling Interests | 10. Redeemable Noncontrolling Interests 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 of March 31, 2018 and December 31, 2017, our advisor owned all of our 208 Class T partnership units outstanding. As of March 31, 2018 and December 31, 2017 , 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. As our advisor, Griffin-American Healthcare REIT IV Advisor is entitled to redemption rights of its limited partnership units. 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 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. On November 1, 2017, we completed the acquisition of Central Florida Senior Housing Portfolio pursuant to a joint venture with an affiliate of Meridian Senior Living, LLC, or Meridian, an unaffiliated third party. Our ownership of the joint venture is approximately 98% . The noncontrolling interest held by Meridian has redemption features outside of our control and is accounted for as redeemable noncontrolling interest in our accompanying condensed consolidated balance sheets. In addition, Meridian will be entitled to an incentive fee, subject to the satisfaction of certain terms and conditions set forth in the joint venture agreement. We record the carrying amount of redeemable noncontrolling interests at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions; or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Beginning balance $ 1,002,000 $ 2,000 Net loss attributable to redeemable noncontrolling interests (67,000 ) — Fair value adjustment to redemption value 67,000 — Ending balance $ 1,002,000 $ 2,000 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and December 31, 2017 , no shares of our preferred stock were issued and outstanding. Common Stock Our charter authorizes us to issue 1,000,000,000 shares of our common stock, par value $0.01 per share. We commenced our public offering of shares of our common stock on February 16, 2016, and as of such date we were initially 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. 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, 2018 and December 31, 2017, our advisor owned 20,833 shares of our Class T common stock. Through March 31, 2018 , we had issued 46,532,759 aggregate shares of our Class T and Class I common stock in connection with the primary portion of our offering and 1,391,831 aggregate shares of our Class T and Class I common stock pursuant to the DRIP. We also granted an aggregate of 37,500 shares of our restricted Class T common stock to our independent directors and repurchased 118,934 shares of our common stock under our share repurchase plan through March 31, 2018 . As of March 31, 2018 and December 31, 2017 , we had 47,863,989 and 42,207,160 aggregate shares of our Class T and Class I common stock, respectively, issued and outstanding. As of March 31, 2018 , we had a receivable of $1,158,000 for offering proceeds, net of selling commissions and dealer manager fees, from our transfer agent, which was received in April 2018. 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. 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, 2018 and 2017, $3,606,000 and $1,063,000 , respectively, in distributions were reinvested and 383,756 and 113,147 shares of our common stock, respectively, were issued pursuant to the DRIP. As of March 31, 2018 and December 31, 2017, a total of $13,091,000 and $9,485,000 , respectively, in distributions were reinvested that resulted in 1,391,831 and 1,008,075 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 of our shares of common stock are 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 are 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. During our offering, the repurchase amount for shares repurchased under our share repurchase plan shall be equal to the lesser of (i) the amount per share that a stockholder paid for their shares of our common stock, or (ii) the per share offering price in our offering. If we are no longer engaged in an offering, the repurchase amount for shares repurchased under our share repurchase plan will be determined by our board of directors. 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. For the three months ended March 31, 2018 , we received share repurchase requests and repurchased 41,188 shares of our common stock for an aggregate of $397,000 , at an average repurchase price of $9.65 per share. No share repurchases were requested or made for the three months ended March 31, 2017. As of March 31, 2018 and December 31, 2017, we received share repurchase requests and repurchased 118,934 and 77,746 shares of our common stock, respectively, for an aggregate of $1,132,000 and $735,000 , respectively, at an average repurchase price of $9.52 and $9.45 per share, respectively. All shares were repurchased using proceeds we received from the sale of shares of our common stock pursuant to the DRIP. 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, shares of our restricted 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. As of March 31, 2018, we have granted 37,500 shares of our restricted Class T common stock at a weighted average grant date fair value of $10.00 per share, to our independent directors in connection with their election or re-election to our board of directors, or in consideration for their past services rendered. Such shares vested 20.0% immediately on the grant date and 20.0% will vest on each of the first four anniversaries of the grant date. For the three months ended March 31, 2018 and 2017, we recognized stock compensation expense of $30,000 and $14,000 , respectively, which is included in general and administrative in our accompanying condensed consolidated statements of operations. 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. To the extent that selling commissions are less than 3.0% of the gross offering proceeds for any Class T shares sold, such reduction in selling commissions will be accompanied by a corresponding reduction in the applicable per share purchase price for purchases of such shares. 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, 2018 and 2017, we incurred $1,462,000 and $2,070,000 , respectively, in selling commissions to our dealer manager. Such commissions were charged to stockholders’ equity as such amounts were paid to our dealer manager from the gross proceeds of our offering. 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. Our dealer manager may enter into participating dealer agreements with participating dealers that provide for a reduction or waiver of dealer manager fees. 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 reduction will be applied first to the portion of the dealer manager fee funded by our advisor. To the extent that any reduction in dealer manager fee exceeds the portion of the dealer manager fee funded by our advisor, such excess reduction will be accompanied by a corresponding reduction in the applicable per share purchase price for purchases of such shares. 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, 2018 and 2017, we incurred $493,000 and $733,000 , respectively, in dealer manager fees to our dealer manager. Such fees were charged to stockholders’ equity as such amounts were paid to our dealer manager or its affiliates from the gross proceeds of our offering. 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, 2018 and 2017, we incurred $1,700,000 and $2,754,000 , respectively, in stockholder servicing fees to our dealer manager. As of March 31, 2018 and December 31, 2017, we accrued $13,423,000 and $12,611,000 , 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
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. Our board of directors, including a majority of our independent directors, has reviewed the material transactions between our affiliates and us during the three months ended March 31, 2018 and 2017. Set forth below is a description of the transactions with affiliates. We believe that we have executed all of the transactions set forth below on terms that are fair and reasonable to us and on terms no less favorable to us than those available from unaffiliated third parties. For the three months ended March 31, 2018 and 2017, we incurred $2,975,000 and $4,089,000 , 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. Our dealer manager may enter into participating dealer agreements with participating dealers that provide for a reduction or waiver of dealer manager fees. 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 reduction will be applied first to the portion of the dealer manager fee funded by our advisor. To the extent that any reduction in dealer manager fee exceeds the portion of the dealer manager fee funded by our advisor, such excess reduction will be accompanied by a corresponding reduction in the applicable per share purchase price for purchases of such shares. 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, 2018 and 2017, we incurred $1,011,000 and $1,496,000 , respectively, payable to our advisor as part of the Contingent Advisor Payment in connection with the dealer manager fee that our advisor had incurred. Such fee was charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying condensed consolidated balance sheets. 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, 2018 and 2017, we incurred $327,000 and $556,000 , respectively, 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. Such expenses were charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying condensed consolidated balance sheets. 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” are 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 in accordance with ASC Topic 805, Business Combinations , or ASC Topic 805, 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 in accordance with ASU 2017-01 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, 2018 and 2017, we paid base acquisition fees of $509,000 and $1,655,000 , respectively, to our advisor. As of March 31, 2018 and December 31, 2017, we recorded $7,760,000 and $7,744,000 , respectively, as part of the Contingent Advisor Payment, 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, 2018 , we have paid $6,416,000 in Contingent Advisor Payments to our advisor. 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, 2018 and 2017 , 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 are reimbursed regardless of whether an asset is acquired. The reimbursement of acquisition expenses, acquisition fees, total development costs and real estate commissions paid to unaffiliated third parties will not exceed, in the aggregate, 6.0% of the contract purchase price of the property or real estate-related investments, 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. For the three months ended March 31, 2018 and 2017, such fees and expenses paid did not exceed 6.0% of the contract purchase price of our property acquisitions, except with respect to our acquisitions of Athens MOB and Northern California Senior Housing Portfolio, which excess fees were approved by our directors as set forth above. For a further discussion, see Note 3, Real Estate Investments, Net . Reimbursements of acquisition expenses in connection with the acquisition of properties accounted for as business combinations in accordance with ASC Topic 805 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 in accordance with ASU 2017-01 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, 2018 and 2017, we incurred $0 and $1,000 , respectively, in acquisition expenses to our advisor or its affiliates. Operational Stage Asset Management Fee We pay our advisor or its affiliates a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.80% of average invested assets. For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate properties and real estate-related investments, before deducting depreciation, amortization, bad debt and other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation. For the three months ended March 31, 2018 and 2017, we incurred $958,000 and $301,000 , respectively, in asset management fees to our advisor, which 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 property management oversight fee of 1.0% of the gross monthly cash receipts of any stand-alone, single-tenant, net leased property, except for such properties operated utilizing a RIDEA structure, 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 property operating and rental expenses in our accompanying condensed consolidated statements of operations. For the three months ended March 31, 2018 and 2017, we incurred property management fees of $145,000 and $59,000 , respectively, to American Healthcare Investors. 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, which are included in other assets, net in our accompanying condensed consolidated balance sheets, and amortized over the term of the lease. For the three months ended March 31, 2018 , we incurred lease fees of $1,000 . For the three months ended March 31, 2017, we did no t 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, 2018 and 2017, we did not incur any construction management fees to our advisor or its affiliates. Operating Expenses We reimburse our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations. However, we cannot reimburse our advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of: (i) 2.0% of our average invested assets, as defined in the Advisory Agreement; or (ii) 25.0% of our net income, as defined in the Advisory Agreement, unless our independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient. Our operating expenses as a percentage of average invested assets and as a percentage of net income were 1.3% and 27.8% , respectively, for the 12 months ended March 31, 2018; however, our operating expenses did not exceed the aforementioned limitation as 2.0% of our average invested assets was greater than 25.0% of our net income. For the three months ended March 31, 2018 and 2017, our advisor incurred operating expenses on our behalf of $24,000 and $21,000 , 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 third parties for similar services. For the three months ended March 31, 2018 and 2017 , 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 third 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, 2018 and 2017 , 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, 2018 and 2017 , we did not pay any such distributions to our advisor. Subordinated Distribution Upon Listing Upon the listing of shares of our common stock on a national securities exchange, in redemption of our advisor’s limited partnership units, we will pay our advisor a distribution equal to 15.0% of the amount by which: (i) the market value of our outstanding common stock at listing plus distributions paid prior to listing exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the amount of cash equal to an annual 6.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the date of listing. Actual amounts to be received depend upon the market value of our outstanding stock at the time of listing, among other factors. For the three months ended March 31, 2018 and 2017 , 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, 2018 and December 31, 2017, we did not have any liability related to the subordinated distribution upon termination. Stock Purchase Plans On December 30, 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 2017 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 I common stock. In addition, on December 30, 2016, three Executive Vice Presidents of American Healthcare Investors, including our Executive Vice President of Acquisitions, Stefan K.L. Oh, as well as our Vice Presidents of Asset Management, Wendie Newman and Christopher M. Belford, 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% , earned as employees of American Healthcare Investors directly into our company by purchasing shares of our Class I common stock. The 2017 Stock Purchase Plans terminated on December 31, 2017. 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 were purchased pursuant to the 2017 Stock Purchase Plans at a price of $9.21 per share, reflecting the purchase price of shares of Class I common stock offered to the public reduced by the dealer manager fees funded by us, as applicable. No selling commissions, dealer manager fees (including the portion of such dealer manager fees funded by our advisor) or stockholder servicing fees were paid with respect to such sales of our Class I common stock. On December 31, 2017, Messrs. Hanson, Prosky, and Streiff each executed stock purchase plans for the purchase of shares of our Class I common stock, or the 2018 Stock Purchase Plans, on terms similar to their 2017 Stock Purchase Plans. In addition, on December 31, 2017, four Executive Vice Presidents of American Healthcare Investors, including Messrs. Oh and Belford, Ms. Newman and our Chief Financial Officer, Brian S. Peay, each executed similar 2018 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% , earned on or after January 1, 2018 as employees of American Healthcare Investors directly into shares of our Class I common stock. The 2018 Stock Purchase Plans terminate on December 31, 2018 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 2018 Stock Purchase Plans commenced beginning with the first regularly scheduled payroll payment on January 22, 2018. The shares of Class I common stock were or will be purchased pursuant to the 2018 Stock Purchase Plans at a per share purchase price equal to the per share purchase price of our Class I common stock offered to the public, which was $9.21 per share prior to April 11, 2018 and is currently $9.65 per share effective April 11, 2018. 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, 2018 and 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: Three Months Ended March 31, 2018 2017 Officer’s Name Title Amount Shares Amount Shares Jeffrey T. Hanson Chief Executive Officer and Chairman of the Board of Directors $ 118,000 12,785 $ 57,000 6,178 Danny Prosky President and Chief Operating Officer 123,000 13,305 60,000 6,423 Mathieu B. Streiff Executive Vice President and General Counsel 123,000 13,317 60,000 6,436 Brian S. Peay Chief Financial Officer 13,000 1,405 — — Stefan K.L. Oh Executive Vice President of Acquisitions 8,000 869 8,000 842 Christopher M. Belford Vice President of Asset Management 36,000 3,890 47,000 5,055 Wendie Newman Vice President of Asset Management 2,000 233 2,000 165 $ 423,000 45,804 $ 234,000 25,099 Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of March 31, 2018 and December 31, 2017: Fee March 31, 2018 December 31, 2017 Contingent Advisor Payment $ 7,760,000 $ 7,744,000 Asset management fees 325,000 316,000 Property management fees 51,000 43,000 Operating expenses 9,000 6,000 Construction management fees 1,000 1,000 Lease commissions — 8,000 $ 8,146,000 $ 8,118,000 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Measurements [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, restricted cash, real estate deposits, accounts payable and accrued liabilities, accounts payable due to affiliates, mortgage loans payable and borrowings under the Corporate Line of Credit. We consider the carrying values of cash and cash equivalents, accounts and other receivables, restricted cash, 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 loans payable and the Corporate 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. We have determined that the valuations of our mortgage loans payable and line of credit and term loans are classified in Level 2 within the fair value hierarchy. The carrying amounts and estimated fair values of such financial instruments as of March 31, 2018 and December 31, 2017 were as follows: March 31, 2018 December 31, 2017 Carrying Fair Carrying Fair Financial Liabilities: Mortgage loans payable $ 11,483,000 $ 11,628,000 $ 11,567,000 $ 11,819,000 Line of credit and term loan $ 61,062,000 $ 62,294,000 $ 82,644,000 $ 84,088,000 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 14. Income Taxes As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. We have elected to treat certain of our consolidated subsidiaries as wholly-owned taxable REIT subsidiaries, or TRSs, pursuant to the Code. TRSs may participate in services that would otherwise be considered impermissible for REITs and are subject to federal and state income tax at regular corporate tax rates. We did not incur income taxes for the three months ended March 31, 2018 and 2017. On December 22, 2017, the U.S. government enacted comprehensive tax legislation pursuant to the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate to 21.0%, eliminating the corporate alternative minimum tax, or AMT, and changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. We adopted ASU 2018-05 which allows us to record provisional amounts during the period of enactment. Any change to the provisional amounts will be recorded as an adjustment to the provision for income taxes in the period the amounts are determined. The measurement period ends when we have obtained, prepared and analyzed the information necessary to finalize the provision, but cannot extend beyond one year of the enactment date. We did no t incur income taxes for the three months ended March 31, 2017. The components of income tax expense (benefit) for the three months ended March 31, 2018 were as follows: Amount Federal deferred $ (740,000 ) State deferred (153,000 ) Valuation allowances 893,000 Total income tax expense (benefit) $ — Current Income Tax Federal and state income taxes are generally a function of the level of income recognized by our TRSs. Deferred Taxes Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating losses that may be realized in future periods depending on sufficient taxable income. We apply the rules under ASC 740-10, Accounting for Uncertainty in Income Taxes, for uncertain tax positions using a “more likely than not” recognition threshold for tax positions. Pursuant to these rules, we will initially recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of March 31, 2018 and December 31, 2017, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying consolidated financial statements. We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of March 31, 2018 , our valuation allowance fully reserves the net deferred tax asset due to inherent uncertainty of future income. We will continue to monitor industry and economic conditions, and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting Information Line Items | |
Segment Reporting | 15. Segment Reporting ASC Topic 280 establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Accordingly, when we acquired our first medical office building in June 2016; senior housing facility in December 2016; senior housing— RIDEA facility in November 2017; and skilled nursing facility in March 2018, we established a new reportable segment at each such time. As of March 31, 2018 , we evaluated our business and made resource allocations based on four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities. 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 and skilled nursing 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. Our senior housing — RIDEA properties include senior housing facilities that are owned and operated utilizing a RIDEA structure. 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, 2018 and 2017 was as follows: Medical Senior Housing — RIDEA Senior Skilled Nursing Facilities Three Months Revenues: Real estate revenue $ 6,944,000 $ — $ 2,288,000 $ 201,000 $ 9,433,000 Resident fees and services — 8,409,000 — — 8,409,000 Total revenues 6,944,000 8,409,000 2,288,000 201,000 17,842,000 Expenses: Rental expenses 1,947,000 — 371,000 33,000 2,351,000 Property operating expenses — 7,233,000 — — 7,233,000 Segment net operating income $ 4,997,000 $ 1,176,000 $ 1,917,000 $ 168,000 $ 8,258,000 Expenses: General and administrative $ 2,120,000 Acquisition related expenses 95,000 Depreciation and amortization 7,195,000 Interest expense (including amortization of deferred financing costs and debt premium) (1,084,000 ) Net loss $ (2,236,000 ) Medical Senior Three Months 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 Interest expense (including amortization of deferred financing costs and debt premium) (418,000 ) Net loss $ (85,000 ) Assets by reportable segment as of March 31, 2018 and December 31, 2017 were as follows: March 31, 2018 December 31, 2017 Medical office buildings $ 260,388,000 $ 262,260,000 Senior housing — RIDEA 114,300,000 115,402,000 Senior housing 98,807,000 98,519,000 Skilled nursing facilities 23,438,000 — Other 6,709,000 3,972,000 Total assets $ 503,642,000 $ 480,153,000 |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2018 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | 16. 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, restricted cash 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, 2018 and December 31, 2017, 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, 2018 , three states in the United States accounted for 10.0% or more of our annualized base rent or annualized net operating income of our total property portfolio. Our properties located in Florida, Nevada and Alabama accounted for approximately 17.8% , 13.3% and 11.8% , respectively, of the annualized base rent or annualized net operating income of our total property portfolio. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy. Based on leases in effect as of March 31, 2018 , our four reportable business segments, medical office buildings, senior housing — RIDEA, senior housing and skilled nursing facilities accounted for 59.4% , 17.8% , 17.8% and 5.0% , respectively, of our annualized base rent or annualized net operating income. As of March 31, 2018 , we had two tenants that accounted for 10.0% or more of our annualized base rent or annualized net operating income of our total property portfolio, as follows: Tenant Annualized Percentage of Annualized Base Rent Acquisition Reportable Segment GLA Lease Expiration Colonial Oaks Master Tenant, LLC $ 4,112,000 11.6% Lafayette Assisted Living Portfolio and Northern California Senior Housing Portfolio Senior Housing 215,000 06/30/32 Prime Healthcare Services – Reno $ 3,803,000 10.8% Reno MOB Medical Office 145,000 03/31/20 – 12/31/25 ___________ (1) Annualized base rent is based on contractual base rent from leases in effect as of March 31, 2018 . The loss of any of these tenants or their inability to pay rent could have a material adverse effect on our business and results of operations. |
Per Share Data
Per Share Data | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Per Share Data | 17. 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 $4,000 and $2,000 for the three months ended March 31, 2018 and 2017, respectively. 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, 2018 and 2017 , there were 27,000 and 12,000 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, 2018 and 2017, 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, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Status of Our Offering As of May 4, 2018, we had received and accepted subscriptions in our offering for 48,784,089 aggregate shares of our Class T and Class I common stock, or $485,441,000 , excluding shares of our common stock issued pursuant to the DRIP. Property Acquisitions Subsequent to March 31, 2018, we completed two property acquisitions comprising two buildings from unaffiliated third parties. The following is a summary of our property acquisitions subsequent to March 31, 2018: Acquisition(1) Location Type Date Acquired Contract Purchase Price Corporate Line of Credit(2) Total Acquisition Fee(3) Sauk Prairie MOB Prairie du Sac, WI Medical Office 04/09/18 $ 19,500,000 $ 19,500,000 $ 878,000 Surprise MOB Surprise, AZ Medical Office 04/27/18 11,650,000 8,000,000 524,000 $ 31,150,000 $ 27,500,000 $ 1,402,000 ___________ (1) We own 100% of our properties acquired subsequent to March 31, 2018. (2) Represents borrowings under the Corporate Line of Credit, as amended, 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 in the amount of 2.25% of the contract purchase price of the properties 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. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. 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 pa rtner of our operating partnership |
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 2017 Annual Report on Form 10-K, as filed with the SEC on March 8, 2018. |
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. |
Revenue Recognition and Tenant and Resident Receivables | Revenue Recognition and Tenant and Resident Receivables In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers , which has been codified to ASC Topic 606. ASC Topic 606 provides additional guidance to clarify the principles for recognizing revenue. The standard and subsequent amendments are intended to develop a common revenue standard to remove inconsistencies, improve comparability, provide more useful information to users through improved disclosure requirements and simplify the preparation of financial statements. We have evaluated all of our revenue streams to identify whether each revenue stream would be subject to the provisions of ASC Topic 606 and whether there are any differences in the timing, measurement or presentation of revenue recognition. Based on a review of our various revenue streams, certain components of resident fees and services, such as revenues that are ancillary to the contractual rights of residents within our senior housing facilities operated utilizing a RIDEA structure, are subject to ASC Topic 606. While these revenue streams are subject to the provisions of ASC Topic 606, we believe that the pattern and timing of recognition of income are consistent with the previous accounting model. Virtually all resident fees and services are earned over a period of time and the majority of these revenues are paid by private payor types with the residual being paid by Medicaid. We adopted ASC Topic 606 on January 1, 2018 using the modified retrospective adoption method and the adoption did not have a material impact on our consolidated financial statements. |
Segment Disclosure | Segment Disclosure ASC Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Accordingly, when we acquired our first medical office building in June 2016; senior housing facility in December 2016; senior housing — RIDEA facility in November 2017; and skilled nursing facility in March 2018, we added a new reportable segment at each such time. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases , or ASU 2016-02, which amends the guidance on accounting for leases, including extensive amendments to the disclosure requirements. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02 from a lessor perspective, the guidance will require bifurcation of lease revenues into lease components and non-lease components and to separately recognize and disclose non-lease components that are executory in nature. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components may be accounted for under the new revenue recognition guidance in ASC Topic 606. Although not yet finalized, the FASB has proposed an option for lessors to elect a practical expedient allowing them to not separate lease and non-lease components in a contract for the purpose of revenue recognition and disclosure. This practical expedient is limited to circumstances in which: (i) the timing and pattern of revenue recognition are the same for the non-lease component and the related lease component; and (ii) the combined single lease component would be classified as an operating lease. If finalized, we plan to elect this practical expedient. In addition, ASU 2016-02 provides a practical expedient that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement; (ii) the lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs. We plan to elect this practical expedient. We are still evaluating the complete impact of the adoption of ASU 2016-02 and its related expedients on January 1, 2019 to our consolidated financial statements and disclosures. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance. ASU 2016-02 requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements with a few optional practical expedients. As a result of the adoption of ASU 2016-02 on January 1, 2019, we: (i) will recognize all of our operating leases for which we are the lessee, including facilities leases and ground leases, on our consolidated balance sheets; and (ii) may be required to increase our revenue and expense for the amount of real estate taxes and insurance paid by our tenant under triple-net leases. 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 February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income , or ASU 2018-02, which amends the reclassification requirements from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017, or the Tax Act. Under ASU 2018-02, an entity will be required to provide certain disclosures regarding stranded tax effects. ASU 2018-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. We do not expect the adoption of ASU 2018-02 on January 1, 2019 to have a material impact on our consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Amendments to the SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , or ASU 2018-05, which updates the income tax accounting in GAAP to reflect the SEC’s interpretive guidance with regards to the Tax Act. See Note 14, Income Taxes , for a further discussion. |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Schedule Of Real Estate Investments Table | Our real estate investments, net consisted of the following as of March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Building and improvements $ 390,654,000 $ 371,890,000 Land 54,723,000 52,202,000 Furniture, fixtures and equipment 4,498,000 4,458,000 449,875,000 428,550,000 Less: accumulated depreciation (12,187,000 ) (8,885,000 ) $ 437,688,000 $ 419,665,000 |
Schedule Of Acquisitions Of Properties Table | Acquisition in 2018 For the three months ended March 31, 2018 , using net proceeds from our offering and debt financing, we completed one property acquisition comprising two facilities from unaffiliated third parties. The following is a summary of our property acquisition for the three months ended March 31, 2018 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Corporate Line of Credit(2) Total Acquisition Fee(3) Central Wisconsin Senior Care Portfolio Sun Prairie and Waunakee, WI Skilled Nursing 03/01/18 $ 22,600,000 $ 22,600,000 $ 1,018,000 ___________ (1) We own 100% of our property acquired in 2018. (2) Represents a borrowing under the Corporate Line of Credit, as defined in Note 7, Line of Credit and Term Loan , 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 property, 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. Subsequent to March 31, 2018, we completed two property acquisitions comprising two buildings from unaffiliated third parties. The following is a summary of our property acquisitions subsequent to March 31, 2018: Acquisition(1) Location Type Date Acquired Contract Purchase Price Corporate Line of Credit(2) Total Acquisition Fee(3) Sauk Prairie MOB Prairie du Sac, WI Medical Office 04/09/18 $ 19,500,000 $ 19,500,000 $ 878,000 Surprise MOB Surprise, AZ Medical Office 04/27/18 11,650,000 8,000,000 524,000 $ 31,150,000 $ 27,500,000 $ 1,402,000 ___________ (1) We own 100% of our properties acquired subsequent to March 31, 2018. (2) Represents borrowings under the Corporate Line of Credit, as amended, 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 in the amount of 2.25% of the contract purchase price of the properties 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 purchase price of the assets acquired and liabilities assumed at the time of acquisition from our property acquisition in 2018 based on their relative fair values: 2018 Acquisition Building and improvements $ 17,845,000 Land 2,517,000 In-place leases 2,933,000 Total assets acquired 23,295,000 Total liabilities assumed — Net assets acquired $ 23,295,000 |
Identified Intangible Assets,28
Identified Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identified intangible assets, net consisted of the following as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 In-place leases, net of accumulated amortization of $9,530,000 and $5,832,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 8.1 years and 7.3 years as of March 31, 2018 and December 31, 2017, respectively) $ 36,926,000 $ 37,766,000 Leasehold interests, net of accumulated amortization of $143,000 and $119,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 70.3 years and 70.6 years as of March 31, 2018 and December 31, 2017, respectively) 6,269,000 6,292,000 Above-market leases, net of accumulated amortization of $211,000 and $173,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 5.4 years and 5.6 years as of March 31, 2018 and December 31, 2017, respectively) 725,000 763,000 $ 43,920,000 $ 44,821,000 |
Amortization expense on identified intangible assets | As of March 31, 2018 , estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2018 $ 9,663,000 2019 4,644,000 2020 4,053,000 2021 3,657,000 2022 3,140,000 Thereafter 18,763,000 $ 43,920,000 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Assets, Net [Abstract] | |
Other Assets | Other assets, net consisted of the following as of March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Deferred rent receivables $ 2,546,000 $ 1,912,000 Prepaid expenses and deposits 1,696,000 1,532,000 Deferred financing costs, net of accumulated amortization of $772,000 and $554,000 as of March 31, 2018 and December 31, 2017, respectively(1) 1,238,000 1,456,000 Lease commissions, net of accumulated amortization of $17,000 and $9,000 as of March 31, 2018 and December 31, 2017, respectively 320,000 326,000 $ 5,800,000 $ 5,226,000 ___________ (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 Corporate Line of Credit, as defined in Note 7, Line of Credit and Term Loan . |
Mortgage Loans Payable, Net (Ta
Mortgage Loans Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Mortgage Loans Payable, Net [Abstract] | |
Schedule of Activity Related to Notes Payable | The changes in the carrying amount of mortgage loans payable, net consisted of the following for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Beginning balance $ 11,567,000 $ 3,965,000 Additions: Amortization of deferred financing costs(1) 15,000 2,000 Deductions: Scheduled principal payments on mortgage loans payable (96,000 ) (62,000 ) Amortization of premium on mortgage loan payable (3,000 ) (4,000 ) Ending balance $ 11,483,000 $ 3,901,000 ___________ (1) In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs only includes costs related to our mortgage loans payable. |
Schedule of Maturities of Long-term Debt | As of March 31, 2018 , the principal payments due on our mortgage loans payable for the nine months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2018 $ 290,000 2019 407,000 2020 8,036,000 2021 314,000 2022 330,000 Thereafter 2,161,000 $ 11,538,000 |
Identified Intangible Liabili31
Identified Intangible Liabilities, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Identified Intangible Liabilities [Abstract] | |
Schedule of Intangible Liabilities, Net | Identified intangible liabilities, net consisted of the following as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Below-market leases, net of accumulated amortization of $428,000 and $345,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 6.3 years and 6.4 years as of March 31, 2018 and December 31, 2017, respectively) $ 1,266,000 $ 1,349,000 Above-market leasehold interests, net of accumulated amortization of $8,000 and $6,000 as of March 31, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 51.9 years and 52.2 years as of March 31, 2018 and December 31, 2017, respectively) 387,000 388,000 $ 1,653,000 $ 1,737,000 |
Schedule Of Expected Amortization Expense Intangible Liabilities Table | As of March 31, 2018 , estimated amortization expense on identified intangible liabilities for the nine months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2018 $ 254,000 2019 310,000 2020 147,000 2021 125,000 2022 125,000 Thereafter 692,000 $ 1,653,000 |
Redeemable Noncontrolling Int32
Redeemable Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Redeemable Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Beginning balance $ 1,002,000 $ 2,000 Net loss attributable to redeemable noncontrolling interests (67,000 ) — Fair value adjustment to redemption value 67,000 — Ending balance $ 1,002,000 $ 2,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | For the three months ended March 31, 2018 and 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: Three Months Ended March 31, 2018 2017 Officer’s Name Title Amount Shares Amount Shares Jeffrey T. Hanson Chief Executive Officer and Chairman of the Board of Directors $ 118,000 12,785 $ 57,000 6,178 Danny Prosky President and Chief Operating Officer 123,000 13,305 60,000 6,423 Mathieu B. Streiff Executive Vice President and General Counsel 123,000 13,317 60,000 6,436 Brian S. Peay Chief Financial Officer 13,000 1,405 — — Stefan K.L. Oh Executive Vice President of Acquisitions 8,000 869 8,000 842 Christopher M. Belford Vice President of Asset Management 36,000 3,890 47,000 5,055 Wendie Newman Vice President of Asset Management 2,000 233 2,000 165 $ 423,000 45,804 $ 234,000 25,099 |
Schedule Of Amount Outstanding To Affiliates Table | Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of March 31, 2018 and December 31, 2017: Fee March 31, 2018 December 31, 2017 Contingent Advisor Payment $ 7,760,000 $ 7,744,000 Asset management fees 325,000 316,000 Property management fees 51,000 43,000 Operating expenses 9,000 6,000 Construction management fees 1,000 1,000 Lease commissions — 8,000 $ 8,146,000 $ 8,118,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Measurements [Abstract] | |
Fair Value, by Balance Sheet Grouping | The carrying amounts and estimated fair values of such financial instruments as of March 31, 2018 and December 31, 2017 were as follows: March 31, 2018 December 31, 2017 Carrying Fair Carrying Fair Financial Liabilities: Mortgage loans payable $ 11,483,000 $ 11,628,000 $ 11,567,000 $ 11,819,000 Line of credit and term loan $ 61,062,000 $ 62,294,000 $ 82,644,000 $ 84,088,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The components of income tax expense (benefit) for the three months ended March 31, 2018 were as follows: Amount Federal deferred $ (740,000 ) State deferred (153,000 ) Valuation allowances 893,000 Total income tax expense (benefit) $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting Information Line Items | |
Summary Information by Reportable Segment | Medical Senior Housing — RIDEA Senior Skilled Nursing Facilities Three Months Revenues: Real estate revenue $ 6,944,000 $ — $ 2,288,000 $ 201,000 $ 9,433,000 Resident fees and services — 8,409,000 — — 8,409,000 Total revenues 6,944,000 8,409,000 2,288,000 201,000 17,842,000 Expenses: Rental expenses 1,947,000 — 371,000 33,000 2,351,000 Property operating expenses — 7,233,000 — — 7,233,000 Segment net operating income $ 4,997,000 $ 1,176,000 $ 1,917,000 $ 168,000 $ 8,258,000 Expenses: General and administrative $ 2,120,000 Acquisition related expenses 95,000 Depreciation and amortization 7,195,000 Interest expense (including amortization of deferred financing costs and debt premium) (1,084,000 ) Net loss $ (2,236,000 ) Medical Senior Three Months 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 Interest expense (including amortization of deferred financing costs and debt premium) (418,000 ) Net loss $ (85,000 ) |
Assets by Reportable Segment | Assets by reportable segment as of March 31, 2018 and December 31, 2017 were as follows: March 31, 2018 December 31, 2017 Medical office buildings $ 260,388,000 $ 262,260,000 Senior housing — RIDEA 114,300,000 115,402,000 Senior housing 98,807,000 98,519,000 Skilled nursing facilities 23,438,000 — Other 6,709,000 3,972,000 Total assets $ 503,642,000 $ 480,153,000 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Concentration of Credit Risk [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | As of March 31, 2018 , we had two tenants that accounted for 10.0% or more of our annualized base rent or annualized net operating income of our total property portfolio, as follows: Tenant Annualized Percentage of Annualized Base Rent Acquisition Reportable Segment GLA Lease Expiration Colonial Oaks Master Tenant, LLC $ 4,112,000 11.6% Lafayette Assisted Living Portfolio and Northern California Senior Housing Portfolio Senior Housing 215,000 06/30/32 Prime Healthcare Services – Reno $ 3,803,000 10.8% Reno MOB Medical Office 145,000 03/31/20 – 12/31/25 ___________ (1) Annualized base rent is based on contractual base rent from leases in effect as of March 31, 2018 . The loss of any of these tenants or their inability to pay rent could have a material adverse effect on our business and results of operations. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Event [Line Items] | |
Schedule Of Acquisitions Of Properties Table | Acquisition in 2018 For the three months ended March 31, 2018 , using net proceeds from our offering and debt financing, we completed one property acquisition comprising two facilities from unaffiliated third parties. The following is a summary of our property acquisition for the three months ended March 31, 2018 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Corporate Line of Credit(2) Total Acquisition Fee(3) Central Wisconsin Senior Care Portfolio Sun Prairie and Waunakee, WI Skilled Nursing 03/01/18 $ 22,600,000 $ 22,600,000 $ 1,018,000 ___________ (1) We own 100% of our property acquired in 2018. (2) Represents a borrowing under the Corporate Line of Credit, as defined in Note 7, Line of Credit and Term Loan , 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 property, 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. Subsequent to March 31, 2018, we completed two property acquisitions comprising two buildings from unaffiliated third parties. The following is a summary of our property acquisitions subsequent to March 31, 2018: Acquisition(1) Location Type Date Acquired Contract Purchase Price Corporate Line of Credit(2) Total Acquisition Fee(3) Sauk Prairie MOB Prairie du Sac, WI Medical Office 04/09/18 $ 19,500,000 $ 19,500,000 $ 878,000 Surprise MOB Surprise, AZ Medical Office 04/27/18 11,650,000 8,000,000 524,000 $ 31,150,000 $ 27,500,000 $ 1,402,000 ___________ (1) We own 100% of our properties acquired subsequent to March 31, 2018. (2) Represents borrowings under the Corporate Line of Credit, as amended, 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 in the amount of 2.25% of the contract purchase price of the properties acquired, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions. See Note 12, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. |
Organization and Description 39
Organization and Description of Business (Detail) $ / shares in Units, ft² in Thousands | Mar. 31, 2018ft²segment | May 11, 2018BuildingAcquisition | Mar. 31, 2018ft² | Mar. 31, 2018ft²segment | Feb. 16, 2017 | Mar. 31, 2018USD ($)ft²shares | Mar. 31, 2018USD ($)ft²BuildingAcquisitionProperty | Mar. 31, 2018ft² | Apr. 11, 2018$ / shares | Jan. 22, 2018$ / shares | 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 Reportable Segments | segment | 4 | 4 | |||||||||||||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 19 | ||||||||||||||
Number of Properties Acquired from Unaffiliated Parties | Property | 40 | ||||||||||||||
Number of buildings acquired from unaffiliated parties | Building | 42 | ||||||||||||||
GLA (Sq Ft) | ft² | 2,553 | 2,553 | 2,553 | 2,553 | 2,553 | 2,553 | |||||||||
Contract purchase price | $ 488,740,000 | ||||||||||||||
Common Class T [Member] | |||||||||||||||
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 | 46,532,759 | ||||||||||||||
Subscriptions in offering of common stock received and accepted value | $ 462,971,000 | ||||||||||||||
Common Class I [Member] | |||||||||||||||
Share price | $ / shares | $ 9.21 | $ 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% | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 2 | ||||||||||||||
Number of buildings acquired from unaffiliated parties | Building | 2 | ||||||||||||||
Subsequent Event [Member] | Common Class I [Member] | |||||||||||||||
Share price | $ / shares | $ 9.65 | ||||||||||||||
Subsequent Event [Member] | Distribution Reinvestment Plan [Member] | |||||||||||||||
Share price | $ / shares | 9.65 | ||||||||||||||
Class T and Class I Common Stock | |||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 3,000,000,000 | ||||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||||
Class T and Class I Common Stock | Subsequent Event [Member] | |||||||||||||||
Share price | $ / shares | $ 10.05 | ||||||||||||||
Distribution Reinvestment Plan [Member] | |||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 150,000,000 |
Summary of Accounting Policies
Summary of Accounting Policies (Details) | Mar. 31, 2018segment | Mar. 31, 2018USD ($)segment | Dec. 31, 2017 |
Ancillary service revenue | $ | $ 186,000 | ||
Number of Reportable Segments | segment | 4 | 4 | |
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, 2018 | Dec. 31, 2017 |
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 449,875,000 | $ 428,550,000 |
Less: accumulated depreciation | (12,187,000) | (8,885,000) |
Real estate investments, net | 437,688,000 | 419,665,000 |
Building and Building Improvements [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 390,654,000 | 371,890,000 |
Land [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 54,723,000 | 52,202,000 |
Furniture and Fixtures [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 4,498,000 | $ 4,458,000 |
Real Estate Investments, Net 42
Real Estate Investments, Net - Additional Information (Detail) | 3 Months Ended | 26 Months Ended | 38 Months Ended | |
Mar. 31, 2018USD ($)BuildingAcquisition | Mar. 31, 2017USD ($) | Mar. 31, 2018 | Mar. 31, 2018BuildingAcquisition | |
Real Estate Properties [Line Items] | ||||
Depreciation | $ 3,416,000 | $ 1,140,000 | ||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | 6.00% | |
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 19 | |||
Number of buildings acquired from unaffiliated parties | Building | 42 | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 695,000 | |||
Related Party Transaction, Expenses from Transactions with Related Party | 2,975,000 | $ 4,089,000 | ||
Medical Office Building [Member] | ||||
Real Estate Properties [Line Items] | ||||
Capital Expenditures Incurred | 958,000 | |||
Senior Housing [Member] | ||||
Real Estate Properties [Line Items] | ||||
Capital Expenditures Incurred | 0 | |||
Senior Housing-RIDEA [Member] | ||||
Real Estate Properties [Line Items] | ||||
Capital Expenditures Incurred | 88,000 | |||
Skilled Nursing Facilities [Member] | ||||
Real Estate Properties [Line Items] | ||||
Capital Expenditures Incurred | $ 0 | |||
Advisor [Member] | ||||
Real Estate Properties [Line Items] | ||||
Base Acquisition Fee For Property Acquired | 2.25% | |||
Contingent Advisor Payment Fee | 2.25% | 2.25% | ||
Contingent Advisor Payment Incurred [Member] | ||||
Real Estate Properties [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 509,000 | |||
2018 Acquisitions [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 1 | |||
Number of buildings acquired from unaffiliated parties | Building | 2 |
Real Estate Investments, Net 43
Real Estate Investments, Net - Summary of Acquisitions (Details) - USD ($) | 3 Months Ended | 26 Months Ended | 38 Months Ended |
Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2018 | |
Real Estate Properties [Line Items] | |||
Contract purchase price | $ 488,740,000 | ||
Ownership Percentage, Properties | 100.00% | ||
Central Wisconsin Senior Care Portfolio [Member] | |||
Real Estate Properties [Line Items] | |||
Acquisition fee | $ 1,018,000 | ||
Type Of Property Acquired | Skilled Nursing | ||
Date acquired | Mar. 1, 2018 | ||
Contract purchase price | $ 22,600,000 | ||
Lines Of Credit Related To Acquisition Of Properties | $ 22,600,000 | ||
Advisor [Member] | |||
Real Estate Properties [Line Items] | |||
Base Acquisition Fee For Property Acquired | 2.25% | ||
Contingent Advisor Payment Fee | 2.25% | 2.25% |
Real Estate Investments, Net -
Real Estate Investments, Net - Assets and Liabilities Acquired (Details) - 2018 Acquisitions [Member] | Mar. 31, 2018USD ($) |
Building and Improvements | $ 17,845,000 |
Land | 2,517,000 |
Total assets acquired | 23,295,000 |
Total liabilities assumed | 0 |
Net assets acquired | 23,295,000 |
In-Place Leases [Member] | |
In-place leases | $ 2,933,000 |
Identified Intangible Assets -
Identified Intangible Assets - Summary of Identified Intangibles (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, net | $ 43,920,000 | $ 44,821,000 |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 36,926,000 | 37,766,000 |
Leasehold Interests [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 6,269,000 | 6,292,000 |
Above Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | $ 725,000 | $ 763,000 |
Identified Intangible Assets 46
Identified Intangible Assets - Summary of Amortization Expense on Identified Intangible Assets, Net (Detail) | Mar. 31, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 9,663,000 |
2,019 | 4,644,000 |
2,020 | 4,053,000 |
2,021 | 3,657,000 |
2,022 | 3,140,000 |
Thereafter | 18,763,000 |
Identified intangible assets, net | $ 43,920,000 |
Identified Intangible Assets,47
Identified Intangible Assets, Net Identified Intangible Assets, Net (Phantom) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 3,833,000 | $ 628,000 | |
Finite-Lived Intangible Asset, Useful Life | 16 years 10 months 24 days | 16 years 2 months 12 days | |
In-Place Leases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 9,350,000 | $ 5,832,000 | |
Finite-Lived Intangible Asset, Useful Life | 8 years 1 month 6 days | 7 years 3 months 18 days | |
Leasehold Interests [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 24,000 | 24,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 144,000 | $ 119,000 | |
Finite-Lived Intangible Asset, Useful Life | 70 years 3 months 18 days | 70 years 7 months 6 days | |
Above Market Leases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 38,000 | $ 33,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 211,000 | $ 173,000 | |
Finite-Lived Intangible Asset, Useful Life | 5 years 4 months 24 days | 5 years 7 months 6 days |
Other Assets, Net - Other Asset
Other Assets, Net - Other Assets, Net (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Other Assets [Abstract] | ||
Deferred rent receivables | $ 2,546,000 | $ 1,912,000 |
Prepaid expense and deposits | 1,696,000 | 1,532,000 |
Deferred financing costs, net of accumulated amortization of $379,000 and $112,000 as of September 30, 2017 and December 31, 2016, respectively(1) | 1,456,000 | |
Lease commissions, net of accumulated amortization | 320,000 | 326,000 |
Other assets, net | $ 5,800,000 | $ 5,226,000 |
Other Assets, Net - Additional
Other Assets, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other Assets [Abstract] | ||
Amortization of Debt Issuance Costs | $ 218,000 | $ 87,000 |
Amortization Expense On Lease Commissions | $ 8,000 | $ 0 |
Other Assets, Net Other Assets,
Other Assets, Net Other Assets, Net (Phantom) (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Other Assets, Net (Phantom) [Abstract] | ||
Accumulated Amortization, Debt Issuance Costs | $ 772,000 | $ 554,000 |
Accumulated Amortization, Lease Inducements | $ 17,000 | $ 9,000 |
Mortgage Loans Payable, Net - A
Mortgage Loans Payable, Net - Additional Information (Detail) | Mar. 31, 2018USD ($)MortgageLoan | Dec. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | ||
Mortgage Loans on Real Estate [Line Items] | ||||||
Mortgage loans payable, gross | $ 11,538,000 | $ 11,634,000 | ||||
Mortgage loans payable, net | $ 11,483,000 | [1] | $ 11,567,000 | [1] | $ 3,901,000 | $ 3,965,000 |
Number Of Fixed Rate Mortgage Loans Payable | MortgageLoan | 2 | |||||
Minimum [Member] | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.77% | 4.77% | ||||
Maximum [Member] | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.25% | 5.25% | ||||
Mortgage Loans Payable, Net [Member] | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Debt, Weighted Average Interest Rate | 4.92% | 4.92% | ||||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of March 31, 2018 and December 31, 2017 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 Corporate Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $62,300,000 and $84,100,000 as of March 31, 2018 and December 31, 2017, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Mortgage Loans Payable, Net - M
Mortgage Loans Payable, Net - Mortgage Loans Payable (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Change in Carrying Amount of Mortgage Loans Payable [Roll Forward] | |||
Beginning balance | $ 11,567,000 | [1] | $ 3,965,000 |
Amortization of deferred financing costs related to mortgage | 15,000 | 2,000 | |
Scheduled principal payments on mortgage loans payable | (96,000) | (62,000) | |
Amortization of premium on mortgage loan payable | (3,000) | (4,000) | |
Ending balance | $ 11,483,000 | [1] | $ 3,901,000 |
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of March 31, 2018 and December 31, 2017 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 Corporate Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $62,300,000 and $84,100,000 as of March 31, 2018 and December 31, 2017, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Mortgage Loans Payable - Princi
Mortgage Loans Payable - Principal Payments Due on Mortgage Loans Payable (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Mortgage Loans on Real Estate [Abstract] | ||
2,018 | $ 290,000 | |
2,019 | 407,000 | |
2,020 | 8,036,000 | |
2,021 | 314,000 | |
2,022 | 330,000 | |
Thereafter | 2,161,000 | |
Total | $ 11,538,000 | $ 11,634,000 |
Line of Credit and Term Loan (D
Line of Credit and Term Loan (Detail) | Oct. 31, 2017USD ($)Extension_period | Aug. 25, 2016USD ($)Extension | Nov. 03, 2017 | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | $ 200,000,000 | $ 100,000,000 | |||
Line of Credit Facility, Collateral | 750,000,000 | |||||
Line Of Credit Facility, Number Of Potential Extensions | 1 | 1 | ||||
Line Of Credit Facility, Potential Extension Term | 12 months | 12 months | ||||
Line of credit and term loan | [1] | $ 62,300,000 | $ 84,100,000 | |||
Line of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, Weighted Average Interest Rate | 3.55% | 3.45% | ||||
Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line Of Credit Facility, Potential Increase Amount To Borrowing Capacity | $ 50,000,000 | |||||
Line of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 150,000,000 | $ 100,000,000 | ||||
Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line Of Credit Facility, Potential Increase Amount To Borrowing Capacity | 50,000,000 | |||||
Aggregate Revolving Commitments [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line Of Credit Facility, Potential Maximum Borrowing Capacity | 300,000,000 | |||||
Recourse Indebtedness [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line Of Credit Facility, Potential Increase Amount To Borrowing Capacity | 20,000,000 | |||||
Non-recourse Indebtedness [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line Of Credit Facility, Potential Increase Amount To Borrowing Capacity | $ 50,000,000 | |||||
Credit Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Leverage Ratio | 40.00% | |||||
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, 2018 and December 31, 2017 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 Corporate Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $62,300,000 and $84,100,000 as of March 31, 2018 and December 31, 2017, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Identified Intangible Liabili55
Identified Intangible Liabilities, Net - Summary of Identified Intangibles, Net (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Liabilities [Line Items] | ||
Identified intangible liabilities, net | $ 1,653,000 | $ 1,737,000 |
Below Market Lease [Member] | ||
Finite Lived Intangible Liabilities [Line Items] | ||
Identified intangible liabilities, net | 1,266,000 | 1,349,000 |
Above-market leasehold interest [Member] | ||
Finite Lived Intangible Liabilities [Line Items] | ||
Identified intangible liabilities, net | $ 387,000 | $ 388,000 |
Identified Intangible Liabili56
Identified Intangible Liabilities, Net - Summary of Amortization Expense on Below Market Leases (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Intangible Liabilities [Abstract] | ||
2,017 | $ 254,000 | |
2,018 | 310,000 | |
2,019 | 147,000 | |
2,020 | 125,000 | |
2,021 | 125,000 | |
Thereafter | 692,000 | |
Identified intangible liabilities, net | $ 1,653,000 | $ 1,737,000 |
Identified Intangible Liabili57
Identified Intangible Liabilities, Net Identified Intangible Liabilities, Net (Phantom) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Amortization of Identified Intangible Liabilities | $ 85,000 | $ 68,000 | |
Finite Lived Intangible Liabilities Useful Life | 17 years | 16 years 8 months 12 days | |
Below Market Lease [Member] | |||
Amortization of above and below Market Leases | $ 83,000 | 67,000 | |
Finite Lived Intangible Liabilities Accumulated Amortization | $ 428,000 | $ 345,000 | |
Finite Lived Intangible Liabilities Useful Life | 6 years 3 months 18 days | 6 years 4 months 24 days | |
Above-market leasehold interest [Member] | |||
Finite Lived Intangible Liabilities Accumulated Amortization | $ 8,000 | $ 6,000 | |
Finite Lived Intangible Liabilities Useful Life | 51 years 10 months 24 days | 52 years 2 months 12 days | |
Amortization of above market leasehold interest | $ 2,000 | $ 1,000 |
Redeemable Noncontrolling Int58
Redeemable Noncontrolling Interests (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Feb. 06, 2015 | |
Redeemable Noncontrolling Interests [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.99% | 99.99% | ||
Noncontrolling limited partnership interest in operating partnership | 0.01% | 0.01% | ||
Ownership Percentage, Properties | 100.00% | |||
Adjustments to Additional Paid in Capital, Fair Value Adjustment to Redeemable Noncontrolling Interests | $ 67,000 | $ 0 | ||
Changes in the carrying amount of redeemable noncontrolling interest [Roll Forward] | ||||
Beginning balance | 1,002,000 | 2,000 | $ 2,000 | |
Net loss attributable to redeemable noncontrolling interests | (67,000) | 0 | ||
Ending balance | $ 1,002,000 | $ 2,000 | $ 1,002,000 | |
Central Florida Senior Housing Portfolio [Member] | ||||
Redeemable Noncontrolling Interests [Line Items] | ||||
Ownership Percentage, Properties | 98.00% | |||
Limited Partner [Member] | ||||
Redeemable Noncontrolling Interests [Line Items] | ||||
Noncontrolling interest (Note 11) | $ 2,000 | |||
Stock Issued During Period, Shares, Stock Splits | 208 | 208 |
Redeemable Noncontrolling Int59
Redeemable Noncontrolling Interests Redeemable Noncontrolling Interest (Phantom) (Details) | Mar. 31, 2018 | Dec. 31, 2017 |
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) - USD ($) | 3 Months Ended | 12 Months Ended | 13 Months Ended | 20 Months Ended | 21 Months Ended | 24 Months Ended | 25 Months Ended | 26 Months Ended | |||||||||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Feb. 28, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Mar. 31, 2018 | May 04, 2018 | Mar. 31, 2018 | Apr. 11, 2018 | Jan. 22, 2018 | Mar. 01, 2017 | Jan. 23, 2017 | Dec. 31, 2016 | Jun. 17, 2016 | Apr. 13, 2016 | Feb. 16, 2016 | Feb. 12, 2016 | Feb. 06, 2015 | |
Preferred Stock, Shares Authorized | 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 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Number of shares of common stock, authorized to be issued | 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 | $ 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% | ||||||||||||||||
Share repurchase plan percentage of price per-share condition two | 100.00% | 100.00% | 100.00% | ||||||||||||||||
Issuance of common stock under the DRIP | $ 3,606,000 | $ 1,063,000 | |||||||||||||||||
Stock based compensation | $ 30,000 | 14,000 | |||||||||||||||||
Issuance of vested and nonvested restricted common stock, shares | 37,500 | ||||||||||||||||||
Common Stock Repuchased During Period Under Share Repurchase Plan Shares | 41,188 | 77,746 | 118,934 | ||||||||||||||||
Issuance of common stock under the DRIP, shares | 1,008,075 | 1,391,831 | |||||||||||||||||
Proceeds from Issuance of Common Stock, Dividend Reinvestment Plan | $ 9,485,000 | $ 13,091,000 | |||||||||||||||||
Selling commissions percentage | 3.00% | ||||||||||||||||||
Selling Commissions Expenses | $ 1,462,000 | 2,070,000 | |||||||||||||||||
Maximum percentage of dealer manager fee | 3.00% | 3.00% | |||||||||||||||||
Percentage Of Dealer Manager Fee | 1.00% | 1.00% | |||||||||||||||||
Dealer Manager Fees | $ 493,000 | 733,000 | |||||||||||||||||
Stockholder daily servicing fee percentage | 1.00% | ||||||||||||||||||
Maximum percentage of stockholder servicing fee | 4.00% | ||||||||||||||||||
Stockholder Servicing Fee Incurred | 1,700,000 | 2,754,000 | |||||||||||||||||
Stockholder Servicing Fee Payable | 13,423,000 | $ 12,611,000 | $ 12,611,000 | 13,423,000 | $ 13,423,000 | ||||||||||||||
Receivable from transfer agent | $ 1,158,000 | $ 521,000 | $ 1,158,000 | $ 1,158,000 | |||||||||||||||
Stock Acquired Average Cost Per Share | $ 9.65 | $ 9.45 | $ 9.52 | ||||||||||||||||
Stock Repuchased During Period Value Under the Share Repurchase Plan Value | $ 397,000 | $ 735,000 | $ 1,132,000 | ||||||||||||||||
Common Class T [Member] | |||||||||||||||||||
Number of shares of common stock, authorized to be issued | 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 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Reallocated Maximum Amount Of Common Stock Issuable Under Primary Public Offering | $ 2,800,000,000 | ||||||||||||||||||
Share price | $ 10 | $ 10 | |||||||||||||||||
Subscriptions in offering of common stock received and accepted shares | 46,532,759 | ||||||||||||||||||
Common stock, shares, issued | 45,226,189 | 39,972,049 | 39,972,049 | 45,226,189 | 45,226,189 | ||||||||||||||
Common stock, shares outstanding | 45,226,189 | 39,972,049 | 39,972,049 | 45,226,189 | 45,226,189 | ||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 3,000,000,000 | ||||||||||||||||||
Shares, Issued | 20,833 | 20,833 | 20,833 | 20,833 | 20,833 | ||||||||||||||
Distribution Reinvestment Plan [Member] | |||||||||||||||||||
Share price | $ 9.40 | $ 9.50 | |||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 150,000,000 | ||||||||||||||||||
Class T and Class I Common Stock | |||||||||||||||||||
Issuance of common stock under the DRIP, shares | 383,756 | 113,147 | |||||||||||||||||
Common Class I [Member] | |||||||||||||||||||
Number of shares of common stock, authorized to be issued | 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 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Reallocated Maximum Amount Of Common Stock Issuable Under Primary Public Offering | $ 200,000,000 | ||||||||||||||||||
Share price | $ 9.21 | $ 9.21 | $ 9.21 | $ 9.30 | |||||||||||||||
Common stock, shares, issued | 2,637,800 | 2,235,111 | 2,235,111 | 2,637,800 | 2,637,800 | ||||||||||||||
Common stock, shares outstanding | 2,637,800 | 2,235,111 | 2,235,111 | 2,637,800 | 2,637,800 | ||||||||||||||
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] | Class T and Class I Common Stock | |||||||||||||||||||
Share price | $ 10 | ||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 4,000,000 | ||||||||||||||||||
Two Thousand Fifteen Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||||||||||
Allocated Share-based Compensation Expense | $ 30,000 | $ 14,000 | |||||||||||||||||
Two Thousand Fifteen Incentive Plan [Member] | Restricted Stock [Member] | Re-elected or Newly Elected Independent Directors [Member] | |||||||||||||||||||
Issuance of vested and nonvested restricted common stock, shares | 37,500 | ||||||||||||||||||
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% | ||||||||||||||||||
Subsequent Event [Member] | Distribution Reinvestment Plan [Member] | |||||||||||||||||||
Share price | $ 9.65 | ||||||||||||||||||
Subsequent Event [Member] | Class T and Class I Common Stock | |||||||||||||||||||
Subscriptions in offering of common stock received and accepted shares | 48,784,089 | ||||||||||||||||||
Subsequent Event [Member] | Common Class I [Member] | |||||||||||||||||||
Share price | $ 9.65 | ||||||||||||||||||
Limited Partner [Member] | |||||||||||||||||||
Stockholders equity attributable to noncontrolling interest | $ 2,000 | ||||||||||||||||||
Stock Issued During Period, Shares, Stock Splits | 208 | 208 | |||||||||||||||||
Total Stockholders’ Equity | |||||||||||||||||||
Issuance of common stock under the DRIP | 3,606,000 | $ 1,063,000 | |||||||||||||||||
Class T and Class I Common Stock | |||||||||||||||||||
Issuance of common stock under the DRIP | $ 3,000 | $ 1,000 | |||||||||||||||||
Issuance of common stock, shares | 5,314,261 | 7,609,328 | |||||||||||||||||
Issuance of common stock under the DRIP, shares | 383,756 | 113,147 | |||||||||||||||||
Shares, Issued | 47,863,989 | 19,099,914 | 42,207,160 | 42,207,160 | 47,863,989 | 47,863,989 | 11,377,439 |
Equity Phantom (Details)
Equity Phantom (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Selling Commissions Expenses | $ 1,462 | $ 2,070 | ||
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 | ||
Limited Partner [Member] | ||||
Stock Issued During Period, Shares, Stock Splits | 208 | 208 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 13 Months Ended | 20 Months Ended | 26 Months Ended | |||||||||
May 11, 2018 | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($) | Feb. 28, 2017 | Sep. 30, 2017 | Mar. 31, 2018USD ($)Quarter | Apr. 11, 2018$ / shares | Jan. 22, 2018$ / shares | Dec. 31, 2017USD ($) | Mar. 01, 2017$ / shares | Jan. 23, 2017$ / shares | Dec. 30, 2016 | Jun. 17, 2016$ / shares | Feb. 16, 2016USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||
Due to Affiliate | $ 2,975,000 | $ 4,089,000 | |||||||||||||
Condition Two: Percentage Of Operating Expense Of Net Income | 25.00% | ||||||||||||||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | 6.00% | ||||||||||||
Maximum percentage of dealer manager fee | 3.00% | 3.00% | |||||||||||||
Percentage Of Dealer Manager Fee | 1.00% | 1.00% | |||||||||||||
Asset Management Fees | $ 958,000 | $ 301,000 | |||||||||||||
Minimum Investment Rate By Officer EVP | 5.00% | 5.00% | |||||||||||||
Maximum Investment Rate By Officer EVP | 15.00% | 15.00% | |||||||||||||
Due to Affiliate | 8,146,000 | $ 8,146,000 | $ 8,146,000 | $ 8,118,000 | |||||||||||
Base Acquisition Fee Paid [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to Affiliate | 509,000 | 1,655,000 | |||||||||||||
Contingent Advisor Payment Incurred [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to Affiliate | 509,000 | ||||||||||||||
Due to Affiliate | 7,760,000 | 7,760,000 | 7,760,000 | 7,744,000 | |||||||||||
Operating Expense [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to Affiliate | 24,000 | 21,000 | |||||||||||||
Due to Affiliate | 9,000 | 9,000 | $ 9,000 | 6,000 | |||||||||||
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 of shares of our common stock | 6.00% | ||||||||||||||
Lease Commissions [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to Affiliate | 0 | $ 0 | $ 0 | 8,000 | |||||||||||
Contingent Advisor amount paid [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to Affiliate | $ 6,416,000 | ||||||||||||||
Advisor [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Maximum Percentage Of Construction Management Fees | 5.00% | ||||||||||||||
Number Of Consecutive Fiscal Quarter For Reimbursement Measurement | Quarter | 4 | ||||||||||||||
Condition One: Percentage Of Operating Expenses Of Average Invested Asset | 2.00% | ||||||||||||||
Condition Two: Percentage Of Operating Expense Of Net Income | 25.00% | ||||||||||||||
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 Property Acquired | 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% | ||||||||||||||
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% | ||||||||||||||
Operating Expense [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage Of Operating Expenses Of Average Invested Assets | 1.30% | ||||||||||||||
Percentage Of Operating Expense Of Net Income | 27.80% | ||||||||||||||
Lease Commissions [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to Affiliate | $ 1,000 | 0 | |||||||||||||
Property Management Fee [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to Affiliate | 145,000 | 59,000 | |||||||||||||
Reimbursement of acquisition expenses [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to Affiliate | 0 | 1,000 | |||||||||||||
Dealer manager fees [Member] | Contingent Advisor Payment Incurred [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related Party Transaction, Amounts of Transaction | 1,011,000 | 1,496,000 | |||||||||||||
Other organizational and offering expenses [Member] | Contingent Advisor Payment Incurred [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related Party Transaction, Amounts of Transaction | 327,000 | $ 556,000 | |||||||||||||
Due to Affiliate | $ 7,760,000 | $ 7,760,000 | $ 7,760,000 | $ 7,744,000 | |||||||||||
Common Class I [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Maximum percentage of dealer manager fee | 1.50% | ||||||||||||||
Share price | $ / shares | $ 9.21 | $ 9.21 | $ 9.21 | $ 9.30 | |||||||||||
Subsequent Event [Member] | Advisor [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Base Acquisition Fee For Property Acquired | 2.25% | ||||||||||||||
Contingent Advisor Payment Fee | 2.25% | ||||||||||||||
Subsequent Event [Member] | Common Class I [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share price | $ / shares | $ 9.65 |
Related Party Transactions - Re
Related Party Transactions - Related Party Description (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Board of Directors Chairman [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 118 | $ 57 |
Issuance of common stock, shares | 12,785 | 6,178 |
President [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 123 | $ 60 |
Issuance of common stock, shares | 13,305 | 6,423 |
Executive Vice President [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 123 | $ 60 |
Issuance of common stock, shares | 13,317 | 6,436 |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 13 | $ 0 |
Issuance of common stock, shares | 1,405 | 0 |
Executive Vice President, Acquisitions [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 8 | $ 8 |
Issuance of common stock, shares | 869 | 842 |
Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 423 | $ 234 |
Issuance of common stock, shares | 45,804 | 25,099 |
Christopher M. Belford [Member] | Vice President, Asset Management [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 36 | $ 47 |
Issuance of common stock, shares | 3,890 | 5,055 |
Wendie Newman [Member] | Vice President, Asset Management [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance of common stock | $ 2 | $ 2 |
Issuance of common stock, shares | 233 | 165 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amount Outstanding to Affiliates (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Due to Affiliate | $ 8,146,000 | $ 8,118,000 |
Contingent Advisor Payment Incurred [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 7,760,000 | 7,744,000 |
Asset And Property Management Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 325,000 | 316,000 |
Operating Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 9,000 | 6,000 |
Construction Management Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 1,000 | 1,000 |
Property Management Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | 51,000 | 43,000 |
Lease Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Affiliate | $ 0 | $ 8,000 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Asset Management Fees | $ 958,000 | $ 301,000 |
Dealer manager fees [Member] | Contingent Advisor Payment Incurred [Member] | ||
Related Party Transaction, Amounts of Transaction | 1,011,000 | 1,496,000 |
Other organizational and offering expenses [Member] | Contingent Advisor Payment Incurred [Member] | ||
Related Party Transaction, Amounts of Transaction | $ 327,000 | $ 556,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Mortgage Loan Payable, Fair Value | $ 11,628,000 | $ 11,819,000 | ||||
Mortgage loans payable, net | 11,483,000 | [1] | 11,567,000 | [1] | $ 3,901,000 | $ 3,965,000 |
Line of Credit Facility, Fair Value | 62,294,000 | 84,088,000 | ||||
Line of credit and term loan, net | $ 61,062,000 | $ 82,644,000 | ||||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of March 31, 2018 and December 31, 2017 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 Corporate Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $62,300,000 and $84,100,000 as of March 31, 2018 and December 31, 2017, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Examination [Line Items] | ||
Deferred Federal Income Tax Expense (Benefit) | $ (740,000) | |
Deferred State and Local Income Tax Expense (Benefit) | (153,000) | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 893,000 | |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Detail) | Mar. 31, 2018USD ($)segment | Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Segment Reporting Information Line Items | ||||
Number of Reportable Segments | segment | 4 | 4 | ||
Assets by Reportable Segment | ||||
Total assets | $ 503,642,000 | $ 503,642,000 | $ 480,153,000 | |
Revenues: | ||||
Real estate revenue | 9,433,000 | $ 4,052,000 | ||
Resident fees and services | 8,409,000 | 0 | ||
Revenue, Net | 17,842,000 | 4,052,000 | ||
Expenses: | ||||
Rental expenses | 2,351,000 | 1,187,000 | ||
Property operating expenses | 7,233,000 | 0 | ||
Segment net operating income (loss) | 8,258,000 | 2,865,000 | ||
Operating Expenses | ||||
General and administrative | 2,120,000 | 748,000 | ||
Acquisition related expenses | 95,000 | 73,000 | ||
Depreciation and amortization | 7,195,000 | 1,711,000 | ||
Other income (expense): | ||||
Interest expense (including amortization of deferred financing costs and debt premium) | (1,084,000) | (418,000) | ||
Net loss | (2,236,000) | (85,000) | ||
Medical Office Building [Member] | ||||
Assets by Reportable Segment | ||||
Total assets | 260,388,000 | 260,388,000 | 262,260,000 | |
Revenues: | ||||
Real estate revenue | 6,944,000 | 3,671,000 | ||
Revenue, Net | 6,944,000 | |||
Expenses: | ||||
Rental expenses | 1,947,000 | 1,153,000 | ||
Segment net operating income (loss) | 4,997,000 | 2,518,000 | ||
Senior Housing-RIDEA [Member] | ||||
Assets by Reportable Segment | ||||
Total assets | 114,300,000 | 114,300,000 | 115,402,000 | |
Revenues: | ||||
Real estate revenue | 0 | |||
Resident fees and services | 8,409,000 | |||
Revenue, Net | 8,409,000 | |||
Expenses: | ||||
Rental expenses | 0 | |||
Property operating expenses | 7,233,000 | |||
Segment net operating income (loss) | 1,176,000 | |||
Senior Housing [Member] | ||||
Assets by Reportable Segment | ||||
Total assets | 98,807,000 | 98,807,000 | 98,519,000 | |
Revenues: | ||||
Real estate revenue | 2,288,000 | 381,000 | ||
Revenue, Net | 2,288,000 | |||
Expenses: | ||||
Rental expenses | 371,000 | 34,000 | ||
Segment net operating income (loss) | 1,917,000 | $ 347,000 | ||
Skilled Nursing Facilities [Member] | ||||
Assets by Reportable Segment | ||||
Total assets | 23,438,000 | 23,438,000 | 0 | |
Revenues: | ||||
Real estate revenue | 201,000 | |||
Revenue, Net | 201,000 | |||
Expenses: | ||||
Rental expenses | 33,000 | |||
Segment net operating income (loss) | 168,000 | |||
Other Segments [Member] | ||||
Assets by Reportable Segment | ||||
Total assets | $ 6,709,000 | $ 6,709,000 | $ 3,972,000 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | Mar. 31, 2018segmentState | Mar. 31, 2018segmentState |
Concentration of Credit Risk | ||
Minimum Percent Share Of Each State Annualized Base Rent That Company Owned | 10.00% | 10.00% |
Number of states with more than ten percent of tenant annual base rent | State | 3 | 3 |
Number of Reportable Segments | segment | 4 | 4 |
Number of tenants with more than ten percent of annual base rent | 2 | 2 |
Minimum percent share of annualized base rent accounted by tenants | 10.00% | 10.00% |
Medical Office Building [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 59.40% | 59.40% |
Senior Housing-RIDEA [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 17.80% | 17.80% |
Senior Housing [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 17.80% | 17.80% |
Skilled Nursing Facilities [Member] | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 5.00% | 5.00% |
FLORIDA | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 17.80% | 17.80% |
NEVADA | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 13.30% | 13.30% |
ALABAMA | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 11.80% | 11.80% |
Concentration of Credit Risk 70
Concentration of Credit Risk - Schedule of Annualized Base Rent from Tenants at Consolidated Properties (Detail) | 3 Months Ended |
Mar. 31, 2018USD ($)ft² | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
GLA (Sq Ft) | 2,553,000 |
Colonial Oaks Master Tenant, LLC [Member] | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
Type Of Property Acquired | Senior Housing |
GLA (Sq Ft) | 215,000 |
Lease Expiration Date | Jun. 30, 2032 |
Annual Base Rent | $ | $ 4,112,000 |
Percentage of annual base rent | 11.60% |
Prime Healthcare Services - Reno [Member] | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | |
Type Of Property Acquired | Medical Office |
GLA (Sq Ft) | 145,000 |
Annual Base Rent | $ | $ 3,803,000 |
Percentage of annual base rent | 10.80% |
Per Share Data (Detail)
Per Share Data (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic | $ 4,000 | $ 2,000 |
Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 27,000 | 12,000 |
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 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 25 Months Ended | 26 Months Ended | 38 Months Ended |
May 11, 2018BuildingAcquisition | Mar. 31, 2018 | May 04, 2018USD ($)shares | Mar. 31, 2018 | Mar. 31, 2018BuildingAcquisition | |
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 19 | ||||
Number of buildings acquired from unaffiliated parties | Building | 42 | ||||
Ownership Percentage, Properties | 100.00% | ||||
Subsequent Event [Member] | |||||
Number of Acquisitions Completed from Unaffiliated Parties | Acquisition | 2 | ||||
Number of buildings acquired from unaffiliated parties | Building | 2 | ||||
Ownership Percentage, Properties | 100.00% | ||||
Class T and Class I Common Stock | Subsequent Event [Member] | |||||
Subscriptions In Offering Of Common Stock Received And Accepted Shares | shares | 48,784,089 | ||||
Subscriptions in offering of common stock received and accepted value | $ | $ 485,441 | ||||
Advisor [Member] | |||||
Base Acquisition Fee For Property Acquired | 2.25% | ||||
Contingent Advisor Payment Fee | 2.25% | 2.25% | |||
Advisor [Member] | Subsequent Event [Member] | |||||
Base Acquisition Fee For Property Acquired | 2.25% | ||||
Contingent Advisor Payment Fee | 2.25% |
Subsequent Events - Summary of
Subsequent Events - Summary of Acquisitions of Properties (Details) - USD ($) | 1 Months Ended | 38 Months Ended |
May 11, 2018 | Mar. 31, 2018 | |
Contract purchase price | $ 488,740,000 | |
Sauk Prairie [Member] | Subsequent Event [Member] | ||
Date acquired | Apr. 9, 2018 | |
Contract purchase price | $ 19,500,000 | |
Lines Of Credit Related To Acquisition Of Properties | 19,500,000 | |
Acquisition fee | $ 878,000 | |
Surprise MOB [Member] | Subsequent Event [Member] | ||
Date acquired | Apr. 27, 2018 | |
Contract purchase price | $ 11,650,000 | |
Lines Of Credit Related To Acquisition Of Properties | 8,000,000 | |
Acquisition fee | 524,000 | |
2018 Acquisitions [Member] | Subsequent Event [Member] | ||
Contract purchase price | 31,150,000 | |
Lines Of Credit Related To Acquisition Of Properties | 27,500,000 | |
Acquisition fee | $ 1,402,000 |