Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 15, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CHPII | ||
Entity Registrant Name | CNL Healthcare Properties II, Inc. | ||
Entity Central Index Key | 0001648383 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Common Stock, Shares Outstanding | 4,899,139 | ||
Entity Public Float | $ 48.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Real estate investment properties, net | $ 53,573,013 | $ 31,085,939 |
Cash | 8,003,576 | 12,310,920 |
Intangibles, net | 4,983,627 | 4,653,504 |
Other assets | 495,188 | 192,423 |
Restricted cash | 233,971 | 110,999 |
Total assets | 67,289,375 | 48,353,785 |
Liabilities: | ||
Mortgages and notes payable, net | 24,197,359 | 19,532,986 |
Accounts payable and accrued liabilities | 888,816 | 836,647 |
Other liabilities | 452,063 | 450,311 |
Due to related parties | 85,902 | 1,023,909 |
Total liabilities | 25,624,140 | 21,843,853 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized; none issued or outstanding | ||
Capital in excess of par value | 48,039,220 | 28,984,932 |
Accumulated loss | (3,464,160) | (1,658,977) |
Accumulated distributions | (2,958,820) | (846,200) |
Total stockholders' equity | 41,665,235 | 26,509,932 |
Total liabilities and stockholders' equity | 67,289,375 | 48,353,785 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock value | 48,995 | 8,080 |
Total stockholders' equity | $ 48,995 | 8,080 |
Class T Common Stock | ||
Stockholders' equity: | ||
Common stock value | 20,492 | |
Total stockholders' equity | 20,492 | |
Class I Common Stock | ||
Stockholders' equity: | ||
Common stock value | 1,605 | |
Total stockholders' equity | $ 1,605 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 4,899,139 | 808,011 |
Common stock, shares outstanding | 4,899,139 | 808,011 |
Class T Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 0 | 2,049,223 |
Common stock, shares outstanding | 0 | 2,049,223 |
Class I Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 160,490 |
Common stock, shares outstanding | 0 | 160,490 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Revenues: | |||||
Resident fees and services | $ 5,905,098 | $ 3,290,191 | $ 0 | ||
Type of Revenue [Extensible List] | us-gaap:HealthCareResidentServiceMember | us-gaap:HealthCareResidentServiceMember | us-gaap:HealthCareResidentServiceMember | ||
Rental income and tenant reimbursements | $ 1,532,218 | $ 18,624 | |||
Total revenues | 7,437,316 | 3,308,815 | |||
Operating expenses: | |||||
Property operating expenses | 4,230,905 | 1,852,057 | |||
General and administrative expenses | 1,211,915 | 917,700 | $ 309,998 | ||
Property management fees | $ 381,465 | $ 196,632 | |||
Type of Cost, Good or Service [Extensible List] | us-gaap:ManagementServiceMember | us-gaap:ManagementServiceMember | us-gaap:ManagementServiceMember | ||
Depreciation and amortization | $ 2,304,728 | $ 971,389 | |||
Acquisition fees and expenses | 818 | $ 2,500 | |||
Total operating expenses | 8,129,831 | 3,937,778 | 312,498 | ||
Operating loss | (692,515) | (628,963) | (312,498) | ||
Other income (expense): | |||||
Interest and other income | 15,819 | 66 | |||
Interest expense and loan cost amortization | (1,127,693) | (589,540) | (29,949) | ||
Total other expense | (1,111,874) | (589,474) | (29,949) | ||
Loss before income taxes | (1,804,389) | (1,218,437) | (342,447) | ||
Income tax expense | 794 | 98,093 | 0 | ||
Net loss attributable to common stockholders | (1,805,183) | (1,316,530) | (342,447) | ||
Class A Common Stock | |||||
Other income (expense): | |||||
Net loss attributable to common stockholders | $ (661,345) | $ (438,710) | $ (242,824) | ||
Net loss per share of common stock outstanding (basic and diluted) | $ (0.43) | $ (0.74) | $ (0.79) | ||
Weighted average number of common shares outstanding (basic and diluted) | 1,547,449 | [1] | 590,225 | [1] | 306,844 |
Distributions declared per common share | $ 0.5760 | $ 0.5370 | $ 0.1750 | ||
Class T Common Stock | |||||
Other income (expense): | |||||
Net loss attributable to common stockholders | $ (1,025,147) | $ (833,933) | $ (91,108) | ||
Net loss per share of common stock outstanding (basic and diluted) | $ (0.43) | [2] | $ (0.74) | $ (0.79) | |
Weighted average number of common shares outstanding (basic and diluted) | 2,398,691 | [1] | 1,121,944 | [1] | 115,128 |
Distributions declared per common share | $ 0.3922 | $ 0.4254 | $ 0.1533 | ||
Class I Common Stock | |||||
Other income (expense): | |||||
Net loss attributable to common stockholders | $ (118,691) | $ (43,887) | $ (8,515) | ||
Net loss per share of common stock outstanding (basic and diluted) | $ (0.43) | [2] | $ (0.74) | $ (0.79) | |
Weighted average number of common shares outstanding (basic and diluted) | 277,718 | [1] | 59,044 | [1] | 10,760 |
Distributions declared per common share | $ 0.4375 | $ 0.5026 | $ 0.1750 | ||
[1] | For the purposes of determining the weighted average number of shares of common stock outstanding, stock dividends issued through the October 2018 suspension of stock dividends are treated as if such shares were outstanding as of July 11, 2016 (the date when the Company commenced operations). | ||||
[2] | In connection with the close of the Offering effective October 1, 2018, certain underwriting compensation limits were reached and, effective October 31, 2018, each Class T and Class I share automatically converted into a Class A share pursuant to the terms of the Company’s charter. As such, there were no Class T or Class I shares outstanding as of December 31, 2018. |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Capital in Excess of Par Value | Accumulated Loss | Accumulated Distributions | Class A Common Stock | Class T Common Stock | Class I Common Stock |
Beginning Balance at Dec. 31, 2015 | $ 200,000 | $ 200 | $ 199,800 | |||||
Beginning Balance (in shares) at Dec. 31, 2015 | 20,000 | |||||||
Conversion of initial common stock shares | $ (200) | $ 200 | ||||||
Conversion of initial common stock shares (in shares) | (20,000) | 20,000 | ||||||
Subscriptions received for common stock, including distribution reinvestments | $ 6,386,693 | 6,380,503 | $ 3,024 | $ 3,082 | $ 84 | |||
Subscriptions received for common stock, including distribution reinvestments (in shares) | 302,430 | 308,138 | 8,375 | |||||
Stock dividends issued | (32) | $ 27 | $ 4 | $ 1 | ||||
Stock dividends issued (in shares) | 3,000 | 2,689 | 449 | 79 | ||||
Stock issuance and offering costs | $ (354,130) | (354,130) | ||||||
Net loss | (342,447) | $ (342,447) | ||||||
Cash distributions declared | (57,361) | $ (57,361) | ||||||
Ending Balance at Dec. 31, 2016 | 5,832,755 | 6,226,141 | (342,447) | (57,361) | $ 3,251 | $ 3,086 | $ 85 | |
Ending Balance (in shares) at Dec. 31, 2016 | 325,119 | 308,587 | 8,454 | |||||
Subscriptions received for common stock, including distribution reinvestments | $ 24,825,810 | 24,802,273 | $ 4,752 | $ 17,271 | $ 1,514 | |||
Subscriptions received for common stock, including distribution reinvestments (in shares) | 475,217 | 1,727,141 | 151,414 | |||||
Stock dividends issued | (218) | $ 77 | $ 135 | $ 6 | ||||
Stock dividends issued (in shares) | 22,000 | 7,675 | 13,495 | 622 | ||||
Stock issuance and offering costs | $ (2,043,264) | (2,043,264) | ||||||
Net loss | (1,316,530) | (1,316,530) | ||||||
Cash distributions declared | (788,839) | (788,839) | ||||||
Ending Balance at Dec. 31, 2017 | 26,509,932 | 28,984,932 | (1,658,977) | (846,200) | $ 8,080 | $ 20,492 | $ 1,605 | |
Ending Balance (in shares) at Dec. 31, 2017 | 808,011 | 2,049,223 | 160,490 | |||||
Conversion of initial common stock shares | $ 40,107 | $ (35,395) | $ (4,712) | |||||
Conversion of initial common stock shares (in shares) | 4,010,714 | (3,539,521) | (471,193) | |||||
Subscriptions received for common stock, including distribution reinvestments | $ 19,752,442 | 19,733,531 | $ 941 | $ 14,803 | $ 3,167 | |||
Subscriptions received for common stock, including distribution reinvestments (in shares) | 93,664 | 1,480,250 | 316,664 | |||||
Stock dividends issued | (352) | $ 80 | $ 245 | $ 27 | ||||
Stock dividends issued (in shares) | 35,000 | 8,021 | 24,541 | 2,696 | ||||
Redemptions of common stock | $ (446,720) | (446,275) | $ (213) | $ (145) | $ (87) | |||
Redemptions of common stock, shares | (21,271) | (14,493) | (8,657) | |||||
Stock issuance and offering costs | (232,616) | (232,616) | ||||||
Net loss | (1,805,183) | (1,805,183) | ||||||
Cash distributions declared | (2,112,620) | (2,112,620) | ||||||
Ending Balance at Dec. 31, 2018 | $ 41,665,235 | $ 48,039,220 | $ (3,464,160) | $ (2,958,820) | $ 48,995 | |||
Ending Balance (in shares) at Dec. 31, 2018 | 4,899,139 | 0 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | |||
Net loss | $ (1,805,183) | $ (1,316,530) | $ (342,447) |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation and amortization | 2,304,728 | 971,389 | |
Amortization of loan costs | 88,522 | 33,000 | |
Amortization of above and below market intangibles | 9,314 | ||
Straight-line rent adjustments | (68,277) | 46,175 | |
Deferred income tax benefit | (1,426) | (29,107) | |
Changes in operating assets and liabilities: | |||
Other assets | (198,436) | (111,387) | (48,928) |
Due to related parties | (111,333) | 123,689 | 73,545 |
Accounts payable and accrued liabilities | (63,611) | 320,659 | 23,263 |
Other liabilities | (2,619) | 6,622 | |
Net cash flows provided by (used in) operating activities | 151,679 | 44,510 | (294,567) |
Investing activities: | |||
Acquisition of properties | (24,832,472) | (35,779,205) | |
Capital expenditures | (213,241) | (54,785) | |
Net cash used in investing activities | (25,045,713) | (35,833,990) | |
Financing activities: | |||
Subscriptions received for common stock through primary offering | 18,909,961 | 24,437,278 | 6,132,100 |
Subscriptions received for common stock through private placement | 251,250 | ||
Payment of underwriting compensation | (1,059,290) | (1,383,696) | (184,532) |
Payment of cash distributions, net of distribution reinvestments | (1,270,140) | (400,306) | (56,510) |
Redemptions of common stock | (446,720) | ||
Proceeds from mortgages and notes payable | 5,000,000 | 21,650,000 | 312,500 |
Repayments on mortgages and notes payable | (312,500) | (2,150,000) | |
Payment of loan costs | (111,649) | (302,118) | |
Net cash flows provided by financing activities | 20,709,662 | 41,851,158 | 6,454,808 |
Net (decrease) increase in cash and restricted cash | (4,184,372) | 6,061,678 | 6,160,241 |
Cash and restricted cash at beginning of year | 12,421,919 | 6,360,241 | 200,000 |
Cash and restricted cash at end of year | 8,237,547 | 12,421,919 | 6,360,241 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 1,009,139 | 506,787 | 29,363 |
Cash paid during the period for income taxes | 201,550 | 300 | |
Amounts incurred but not paid (including amounts due to related parties): | |||
Acquisition fees and expenses related to asset acquisition | 6,000 | ||
Selling commissions and Dealer Manager fees | 28,150 | 12,373 | |
Annual distribution and stockholder servicing fee | 798,525 | $ 154,733 | |
Assumption of liabilities on acquisition of property | $ 115,779 | $ 530,452 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. CNL Healthcare Properties II, Inc. is a Maryland corporation that incorporated on July 10, 2015 and elected to be taxed as a REIT for U.S. federal income tax purposes beginning with the year ended December 31, 2017. The Company is sponsored by CNL Financial Group, LLC. The Company is externally managed and advised by CHP II Advisors, LLC, an affiliate of CNL. The Advisor provides advisory services to the Company relating to substantially all aspects of its investments and operations, including real estate acquisitions and dispositions, asset management and other operational matters. On March 2, 2016, pursuant to a registration statement on Form S-11 under the Securities Act of 1933, the Company commenced its Primary Offering of up to $1.75 billion, in any combination, of Class A, Class T and Class I shares of common stock on a “best efforts” basis, which meant that the Dealer Manager, an affiliate of the Sponsor, used its best efforts but was not required to sell any specific amount of shares. The Company also offered up to $250 million, in any combination, of Class A, Class T and Class I shares pursuant to its Reinvestment Plan. On August 31, 2018, the Company’s board of directors approved the termination of its Offering and the suspension of its Reinvestment Plan, effective October 1, 2018. The Company also suspended its Redemption Plan and discontinued its stock dividends concurrently. In October 2018, the Company deregistered the unsold shares of its common stock under its previous registration statement on Form S-11. In addition, the Company announced it had formed a Special Committee consisting solely of its independent directors to consider possible strategic alternatives available to the Company, including, without limitation, (i) an orderly disposition of the Company’s assets or one or more of the Company’s asset classes and the distribution of the net sale proceeds thereof to the stockholders of the Company and (ii) a potential business combination or other transaction with an unrelated third-party or affiliated party of the Company’s Sponsor. Although the Company has formed the Special Committee for the exploration of possible strategic alternatives, the Company is not obligated to enter into any particular transaction or any transaction at all. Refer to Note 14. “Subsequent Events” for information related to the engagement of a financial advisor during 2019 and the Sale Agreement that was entered into in March 2019 for the MOB Sale. Through the close of its Offering, the Company had received aggregate proceeds of approximately $51.2 million (4.9 million shares), including approximately $1.2 million (0.1 million shares) of proceeds pursuant to the Reinvestment Plan. The Company has contributed the net proceeds from its Offering to CHP II Partners, LP in exchange for partnership interests. The Company owns substantially all of its assets either directly or indirectly through the Operating Partnership in which the Company is the sole limited partner and its wholly-owned subsidiary, CHP II GP, LLC, is the sole general partner. The Operating Partnership owns assets through: (1) a wholly-owned TRS, TRS Holdings and (2) property owner subsidiaries, which are single purpose entities. As of December 31, 2018, the Company owned three properties consisting of two seniors housing communities and one MOB. The Company has leased its two seniors housing properties to single member limited liability companies wholly-owned by TRS Holdings and engaged independent third-party managers under management agreements to operate the properties as permitted under RIDEA structures; whereas, its medical office building has been leased on a net or modified gross basis to third-party tenants. Refer to Note 14. “Subsequent Events” for information related to the Sale Agreement that was entered into in March 2019 for the MOB Sale. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation — The accompanying consolidated financial statements include the Company’s accounts, the Operating Partnership and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Company’s consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Allocation of Purchase Price for Real Estate Acquisitions — Upon acquisition of real estate, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets in order to determine whether the acquisition should be accounted for as an asset acquisition. If the substantially all threshold is not met, the Company then determines whether the acquisition meets the definition of a business (i.e. does it include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs). The Company estimates the fair value of acquired tangible assets (consisting of land and improvements, building and improvements, and furniture, fixtures and equipment), intangible assets (consisting of in-place leases and above- or below-market leases) and liabilities assumed in order to allocate the purchase price. In estimating the fair value of the assets acquired and liabilities assumed, the Company considers information obtained about each property as a result of its due diligence and utilizes various valuation methods, such as estimated cash flow projections using appropriate discount and capitalization rates, estimates of replacement costs net of depreciation and available market information. The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building. The purchase price is allocated to in-place lease intangibles based on management’s evaluation of the specific characteristics of the acquired lease(s). Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, including estimates of lost rental income during the expected lease-up periods, and costs to execute similar leases such as leasing commissions, legal and other related expenses. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual rents to be paid pursuant to the lease and management’s estimate of the fair market lease rates for each in-place lease and may include assumptions for lease renewals of below-market leases. Depreciation and Amortization — Real estate costs related to the acquisition and improvement of properties are capitalized. Repair and maintenance costs are charged to expense as incurred and significant costs incurred for replacements and improvements are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Real estate assets are stated at cost less accumulated depreciation, which is computed using the straight-line method of accounting over the estimated useful lives of the related assets. Buildings and improvements are depreciated on the straight-line method over their estimated useful lives, which generally are limited to 39 and 15 years, respectively, or the remaining life of the ground lease. Furniture, fixtures and equipment are depreciated on the straight-line method over their estimated useful lives, which generally range between three and five years. Amortization of intangible assets is computed using the straight-line method of accounting over the shorter of the respective lease term or estimated useful life. If a lease is terminated or modified prior to its scheduled expiration, the Company recognizes a loss on lease termination related to the unamortized lease-related costs not deemed to be recoverable. Impairment of Real Estate Assets — Real estate assets are reviewed on an ongoing basis to determine whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. To assess if an asset group is potentially impaired, management compares the estimated current and projected undiscounted cash flows, including estimated net sales proceeds, of the asset group over its remaining useful life to the net carrying value of the asset group. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. In the event that the carrying value exceeds the undiscounted operating cash flows, the Company would recognize an impairment provision to adjust the carrying value of the asset group to the estimated fair value of the asset group. 2. Summary of Significant Accounting Policies (continued) Cash — Cash consists of demand deposits at commercial banks with original maturities of three months or less. As of December 31, 2018, certain of the Company’s cash deposits exceeded federally insured amounts. However, the Company continues to monitor the third-party depository institutions that hold the Company’s cash, primarily with the goal of safeguarding principal. The Company attempts to limit cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on cash. Restricted Cash — Certain cash balances are escrowed to fund capital expenditures, property taxes and/or insurance as required by the loan or lease terms. Loan Costs — Loan costs paid in connection with obtaining indebtedness are deferred and amortized over the estimated life of the indebtedness using the effective interest method. Loan costs are presented as a direct deduction from the carrying amount of the related indebtedness in the balance sheet. As of December 31, 2018 and 2017, the accumulated amortization of loan costs was approximately $0.1 million and $33,000, respectively. Deferred Lease-Related Costs – The Company defers lease-related costs that it incurs to obtain new or extend existing leases. The Company amortizes these costs using the straight-line method of accounting over the shorter of the respective lease term or estimated useful life. If a lease is terminated or modified prior to its scheduled expiration, the Company recognizes a loss on lease termination related to the unamortized deferred lease-related costs not deemed to be recoverable. Mortgages and Notes Payable — Mortgages and notes payable are recorded at the stated principal amount and are generally collateralized by the Company’s property. Mortgages and notes payable assumed in connection with an acquisition are recorded at fair market value as of the date of the acquisition. Revenue Recognition — Resident fees and services are operating revenues relating to the Company’s managed seniors housing properties, which are operated under RIDEA structures. Resident fees and services directly relate to the provision of monthly goods and services that are generally bundled together under a single resident agreement. The Company accounts for its resident agreements as a single performance obligation under ASC 606 given the Company’s overall promise to provide a series of stand-ready goods and services to its residents each month. Resident fees and services are recorded in the period in which the goods are provided and the services performed and generally consist of (1) monthly rent, which covers occupancy of the residents’ unit as well as basic services, such as utilities, meals and certain housekeeping services, and (2) service level charges, such as assisted living care, memory care and ancillary services. Resident agreements are generally short-term in nature, billed monthly in advance and cancelable by the residents with a 30-day notice. Resident agreements may require the payment of upfront fees prior to moving into the community with any non-refundable portion of such fees being recorded as deferred revenue and amortized over the estimated resident stay. Rental income and tenant reimbursements includes rental income that is recorded on the straight-line basis over the terms of the leases for new leases and the remaining terms of existing leases for those acquired as part of a property acquisition. The straight-line method records the periodic average amount of base rent earned over the term of a lease, taking into account contractual rent increases over the lease term. The Company records the difference between base rent revenues earned and amounts due per the respective lease agreements, as applicable, as an increase or decrease to deferred rent. Rental income and tenant reimbursements also includes amounts for which tenants are required to reimburse the Company related to expenses incurred on behalf of the tenants, in accordance with the terms of the leases. Tenant reimbursements are recognized in the period in which the related reimbursable expenses are incurred, such as real estate taxes, common area maintenance, and similar items. Income Taxes — The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended and related regulations beginning with the year ended December 31, 2017. In order to be taxed as a REIT, the Company is subject to certain organizational and operational requirements, including the requirement to make distributions to its stockholders each year of at least 90% of its annual REIT taxable income (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). If the Company qualifies for 2. Summary of Significant Accounting Policies (continued) taxation as a REIT, the Company generally will not be subject to U.S. federal income tax on income that the Company distributes as dividends. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the IRS grants the Company relief under certain statutory provisions. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and U.S. federal income and excise taxes on its undistributed income. The Company has formed a subsidiary that has elected to be taxed as a TRS for U.S. federal income tax purposes. Under the provisions of the Internal Revenue Code and applicable state laws, a TRS is subject to taxation on taxable income from its operations. The Company accounts for federal and state income taxes with respect to a TRS using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and respective tax bases and operating losses and tax-credit carry forwards. Fair Value Measurements — GAAP emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. GAAP requires the use of observable market data, when available, in making fair value measurements. Observable inputs are inputs that the market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of ours. When market data inputs are unobservable, the Company utilizes inputs that it believes reflects the Company’s best estimate of the assumptions market participants would use in pricing the asset or liability. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company as the ability to access. • Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs for the asset or liability, which are typically based on the Company’s own assumptions, as there is little, if any, related market activity. Share-Based Payments to Non-Employees — In connection with an expense support arrangement described in Note 9. “Related Party Arrangements,” the Company may issue Class A shares of Restricted Stock to the Advisor on an annual basis in lieu of cash for services rendered, in the event that the Company does not achieve established distribution coverage targets. 2. Summary of Significant Accounting Policies (continued) The Restricted Stock is forfeited if shareholders do not ultimately receive their original invested capital back with at least a 6% annualized return of investment upon a future liquidity or disposition event of the Company. Upon issuance of Restricted Stock, the Company measures the fair value at its then-current lowest aggregate fair value pursuant to Accounting Standards Codification (“ASC”) 505-50. On the date in which the Advisor satisfies the vesting criteria, the Company remeasures the fair value of the Restricted Stock pursuant to ASC 505-50 and records expense equal to the difference between the original fair value and that of the remeasurement date. In addition, given that performance is outside the control of the Advisor and involves both market conditions and counterparty performance conditions, the shares are treated as unissued for accounting purposes and the Company only includes the Restricted Stock in the calculation of diluted earnings per share to the extent their effect is dilutive and the vesting conditions have been satisfied as of the reporting date. Per Share Data — Net loss per share for the period presented is computed by dividing net loss by the weighted average number of common stock shares outstanding for each share class during the period in which the Company was operational. Diluted loss per share is computed based on the weighted average number of common stock shares outstanding for each share class and all potentially dilutive securities, if any. For purposes of determining the weighted average number of shares of common stock outstanding, stock dividends are treated as if such shares were outstanding as of July 11, 2016 (the date when the Company commenced operations). Segment Information — Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company has determined that it operates in one operating segment, real estate ownership. The Company’s chief operating decision maker evaluates the Company’s operations from a number of different operational perspectives including, but not limited to, a property-by-property basis and by tenant or operator. The Company derives all significant revenues from a single reportable operating segment of business, healthcare real estate, regardless of the type (seniors housing, medical office, etc.) or ownership structure (leased or managed). Accordingly, the Company does not report segment information; nevertheless, management periodically evaluates whether the Company continues to have one single reportable segment of business. Adopted Accounting Pronouncements — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new ASC topic (Topic 606). The core principle of this ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, lease contracts). The FASB subsequently issued ASU 2015-14 to defer the effective date of ASU 2014-09 until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption permitted. In addition, the FASB issued ASU 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20),” which clarifies the scope of subtopic 610-20, that was issued as a part of ASU 2014-09, as it relates to an in substance nonfinancial asset and must be adopted concurrently with ASC 606. Both ASUs can be adopted using one of two retrospective transition methods: (i) retrospectively to each prior reporting period presented or (ii) as a cumulative-effect adjustment as of the date of adoption. The Company adopted these ASUs using the modified retrospective approach as its transition method effective January 1, 2018; the adoption of which did not have a material impact to its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which amended the hedge accounting model to better reflect an entity’s risk management activities. The ASU expands an entities ability to hedge nonfinancial and financial risk components as well as reduce the complexity related to fair value hedges of interest rate risk. The ASU further eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company early adopted this ASU prospectively on January 1, 2018; the adoption of which did not have a material impact on the Company’s consolidated financial statements. 2. Summary of Significant Accounting Policies (continued) Recent Accounting Pronouncements — In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842): Accounting for Leases,” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The ASU requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The ASU further modifies lessors’ classification criteria for leases and the accounting for sales-type and direct financing leases. The ASU also requires qualitative and quantitative disclosures designed to give financial statement users additional information on the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which includes a practical expedient for lessors that allows them to elect to not separate lease and non-lease components in a contract for the purpose of revenue recognition and disclosure if certain criteria are met. The Company elected the practical expedient and applied the guidance to all of the leases that qualified under the established criteria. In December 2018, the FASB issued ASU 2018-20, “Leases (Topic 842): Narrow-Scope Improvements for Lessors”, which addressed challenges encountered in determining certain lessor costs paid by the lessee directly to third-parties by allowing lessors to exclude these costs from its variable lease payments. This amendment did not have a material impact on the Company’s financial statements and related disclosures as it conformed ASC 842 to the Company’s historical accounting under ASC 840. All of the ASC 842 ASU’s are effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company adopted these ASU’s on January 1, 2019 using a modified retrospective approach, which impacted the Company’s consolidated financial statements and related financial statement disclosures; specifically, the Company’s consolidated financial position as it relates to the required presentation for arrangements such as ground or other leases in which the Company is the lessee. However, the adoption of this ASU did not have a material impact on the Company’s consolidated results of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” which expands the scope to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payments. The amendments also clarify that this ASU does not apply to share-based payments used to provide financing to the issuer or awards granted in conjunction with selling of goods or services to customers as a part of a contract accounted for under Revenue from Contracts with Customers (Topic 606). The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company adopted ASU 2018-07 on January 1, 2019; the adoption of which did not have a material impact on the Company’s consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue The following table represents the disaggregated revenue for resident fees and services during the years ended December 31, 2018 and 2017: Years Ended December 31, Type of Investment Number of Units Revenues Percentage of Revenues Resident fees and services: 2018 2017 2018 2017 2018 2017 Assisted living 129 67 $ 4,200,903 $ 2,419,624 71.1 % 73.5 % Memory care 52 22 1,640,916 847,767 27.8 % 25.8 % Other revenues ― ― 63,279 22,802 1.1 % 0.7 % 181 89 $ 5,905,098 $ 3,290,191 100.0 % 100.0 % There were no resident fees and services during the year ended December 31, 2016. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions During the year ended December 31, 2018, the Company acquired the following seniors housing community: Date Purchase Price Name and Location Structure Acquired (in thousands) Seniors Housing The Crossings at Riverview RIDEA 8/31/2018 $ 24,250 Riverview, FL ("Tampa") During the year ended December 31, 2017, the Company acquired the following two properties, which were comprised of one MOB and one seniors housing community: Date Purchase Price Name and Location Structure Acquired (in thousands) Medical Office Mid America Surgery Institute Modified Lease 12/27/2017 $ 14,000 Overland Park, KS ("Kansas City") Seniors Housing Summer Vista Assisted Living RIDEA 3/31/2017 21,400 Pensacola, FL The following summarizes the purchase price allocation for the above mentioned acquisitions, and the related assets acquired and liabilities assumed in connection with the acquisitions: December 31, 2018 2017 Land and land improvements $ 1,763,342 $ 2,650,216 Buildings and building improvements 21,088,267 28,109,037 Furniture, fixtures and equipment 813,773 857,338 Lease intangibles (1) ― 3,752,949 In-place resident agreement intangibles (2) 1,282,869 1,286,507 Other liabilities ― (340,390 ) Liabilities assumed (115,779 ) (530,452 ) Total purchase price consideration $ 24,832,472 $ 35,785,205 FOOTNOTES: (1) At the acquisition date, the weighted-average amortization period on the acquired lease intangibles for the year ended December 31, 2017 was approximately 23.5 years. The acquired lease intangibles were comprised of approximately $2.2 million and $1.5 million of in-place lease intangibles and ground lease intangibles, respectively. (2) At the acquisition date, the weighted-average amortization period on the acquired in-place resident agreement intangibles was approximately 2.5 years. |
Real Estate Assets, net
Real Estate Assets, net | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Real Estate Assets, net | 5. Real Estate Assets, net The gross carrying amount and accumulated depreciation of the Company’s three and two properties as of December 31, 2018 and 2017, respectively, are as follows: December 31, 2018 2017 Land and land improvements $ 4,456,564 $ 2,683,051 Building and building improvements 49,197,888 28,109,037 Furniture, fixtures and equipment 1,895,316 879,288 Less: accumulated depreciation (1,976,755 ) (585,437 ) Real estate investment properties, net $ 53,573,013 $ 31,085,939 |
Intangibles, net
Intangibles, net | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles, net | 6. Intangibles, net The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities as of December 31, 2018 and 2017 are as follows: December 31, 2018 2017 In-place lease intangibles $ 2,209,247 $ 2,209,125 In-place resident agreement intangibles 2,569,419 1,286,507 Below-market ground lease intangibles 1,543,911 1,543,824 Less: accumulated amortization (1,338,950 ) (385,952 ) Intangible assets, net $ 4,983,627 $ 4,653,504 Below-market lease intangibles $ (340,409 ) $ (340,390 ) Less: accumulated amortization 30,553 ― Intangible liabilities, net (1) $ (309,856 ) $ (340,390 ) FOOTNOTE: (1) Intangible liabilities, net are included in other liabilities in the accompanying consolidated balance sheets. Amortization on the Company’s intangible assets was approximately $1.0 million for the year ended December 31, 2018, of which approximately $40,000 was treated as an increase in property operating expenses and approximately $0.9 million was included in depreciation and amortization in the accompanying consolidated statements of operations. Amortization on the Company’s intangible assets was approximately $0.4 million for the year ended December 31, 2017, all of which were included in depreciation and amortization in the accompanying consolidated statements of operations. There was no amortization on the Company’s intangible assets during the year ended December 31, 2016. Amortization on the Company’s intangible liabilities was approximately $31,000 for the year ended December 31, 2018, all of which was treated as an increase in rental income and tenant reimbursements. There was no amortization expense on the Company’s intangible liabilities for the years ended December 31, 2017 and 2016. Refer to Note 14. “Subsequent Events” for information related to the Sale Agreement that was entered into in March 2019 for the MOB Sale. 6. Intangibles, net (continued) The estimated future amortization on the Company’s intangibles for each of the next five years and thereafter, in the aggregate, as of December 31, 2018 is as follows: In-place Lease Intangibles In-Place Resident Agreement Intangibles Below- market Ground Leases Total Assets Below- market Leases Total Liabilities 2019 $ 227,754 899,117 39,587 $ 1,166,458 $ 30,553 $ 30,553 2020 198,365 513,165 39,587 751,117 27,103 27,103 2021 188,568 85,527 39,587 313,682 25,953 25,953 2022 188,568 ― 39,587 228,155 25,953 25,953 2023 188,568 ― 39,587 228,155 25,953 25,953 Thereafter 989,671 ― 1,306,389 2,296,060 174,341 174,341 $ 1,981,494 1,497,809 1,504,324 $ 4,983,627 $ 309,856 $ 309,856 Weighted average remaining useful life as of December 31, 2018 (in years): In-place Lease Intangibles In-Place Resident Agreement Intangibles Below-market Ground Leases Below-market Leases 11.9 1.8 38.0 14.1 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Operating Leases | 7. Operating Leases As of December 31, 2018, the Company owned one MOB property that was leased to multiple tenants on a modified gross basis, and accounted for as operating leases. The Company’s leases had a weighted average remaining lease term of 7.6 years based on annualized base rents expiring between 2020 and 2027, subject to the tenants’ options to extend the lease periods ranging from five to ten years. In addition, certain tenants hold options to extend their leases for multiple periods. Under the terms of the multi-tenant lease agreements that have third-party property managers, each tenant is generally responsible for the payment of their proportionate share of property taxes, general liability insurance, utilities, repairs and common area maintenance. These amounts are billed monthly and recorded as rental income and tenant reimbursements in the accompanying consolidated statements of operations. The following are future minimum lease payments to be received under non-cancellable operating leases for the next five years and thereafter, in the aggregate, as of December 31, 2018: 2019 $ 1,059,884 2020 1,008,129 2021 1,004,516 2022 1,023,166 2023 1,041,795 Thereafter 3,477,001 $ 8,614,491 Refer to Note 14. “Subsequent Events” for information related to the Sale Agreement that was entered into in March 2019 for the MOB Sale. |
Indebtedness
Indebtedness | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Indebtedness | 8. Indebtedness The following table provides details of the Company’s indebtedness as of December 31, 2018 and 2017: December 31, 2018 2017 Mortgages and notes payable: Mortgage loans (1) $ 24,500,000 $ 19,500,000 Notes payable (2) ― 312,500 Mortgages and notes payable 24,500,000 19,812,500 Loan costs, net (302,641 ) (279,514 ) Total mortgages and notes payable, net $ 24,197,359 $ 19,532,986 FOOTNOTES: (1) As of December 31, 2018, the Company’s mortgage loans are collateralized by its Summer Vista, Mid America Surgery and Riverview properties. Refer to Note 14. “Subsequent Events” for information related to the Sale Agreement that was entered into in March 2019 for the sale of Mid America Surgery. (2) Although the original maturity of these Notes was 2046, the Company repaid the Notes in October 2018. The fair market value of the mortgages and notes payable was approximately $24.6 million and $19.9 million as of December 31, 2018 and 2017, respectively, which is based on then-current rates and spreads the Company would expect to obtain for similar borrowings. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values is categorized as Level 3 on the three-level valuation hierarchy. As of December 31, 2018, the Company in compliance with all financial covenants and ratios. The following is a schedule of future principal payments and maturity for the Company’s indebtedness for the next five years and thereafter, in the aggregate, as of December 31, 2018: 2019 $ — 2020 5,787,543 2021 249,168 2022 13,623,546 2023 4,839,743 Thereafter — $ 24,500,000 8. Indebtedness (continued) The following table details the Company’s mortgage loans as of December 31, 2018 and 2017 (in thousands): Interest Rate at December 31, Maturity December 31, Property and Loan Type 2018 (1) Payment Terms Date (2) 2018 2017 Summer Vista Assisted Living; Mortgage Loan 30-day LIBOR plus 2.70% per annum Monthly interest only payments through January 2020; principal and interest payments thereafter based on a 30-year amortization schedule 4/1/22 $ 13,900 $ 13,900 Mid America Surgery Institute; Mortgage Loan 30-day LIBOR plus 2.20% per annum Monthly interest only payments through June 2020; principal payment at maturity 12/15/20 5,600 5,600 The Crossings at Riverview; Mortgage Loan 30-day LIBOR plus 2.25% per annum Monthly interest only payments through September 2020; principal and interest payments thereafter based on a 30-year amortization schedule 8/31/23 5,000 — Total debt $ 24,500 $ 19,500 FOOTNOTES: (1) The 30-day LIBOR was approximately 2.5% as of December 31, 2018. (2) Represents the initial maturity date (or, as applicable, the maturity date as extended). The maturity date may be extended beyond the date shown subject to certain lender conditions. |
Related Party Arrangements
Related Party Arrangements | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | 9. Related Party Arrangements The Company is externally advised and has no direct employees. All of the Company’s executive officers are executive officers, or on the board, of managers of the Advisor. In addition, certain directors and officers hold similar positions with CNL Securities Corp., the Dealer Manager of the Offering and a wholly owned subsidiary of CNL. In connection with services provided to the Company, affiliates are entitled to the following fees: Dealer Manager — From the commencement of the Offering through March 19, 2017, the Dealer Manager received a selling commission of up to 7% of the sale price for each Class A share and 2% of the sale price for each Class T share sold in the Primary Offering, all or a portion of which was reallowed to participating broker dealers. In addition, the Dealer Manager received a dealer manager fee in an amount equal to 2.75% of the price of each Class A share or Class T share sold in the Primary Offering, all or a portion of which was reallowed to participating broker dealers. In March 2017, the Company entered into an amended and restated dealer manager agreement pursuant to which the Dealer Manager received a combined selling commission and dealer manager fee of up to 8.5% of the sale price for each Class A share and up to 4.75% of the sale price for each Class T share sold in the 9. Related Party Arrangements (continued) Primary Offering, all or a portion of which could be reallowed to participating broker dealers. In addition for Class T shares sold in the Primary Offering, the Dealer Manager could choose the respective amounts of the commission and dealer manager fee, provided that the selling commission did not exceed 3.0% of the gross proceeds from the completed sale of such Class T shares. The Company paid a distribution and stockholder servicing fee, subject to certain underwriting compensation limits, with respect to the Class T and Class I shares sold in the Primary Offering in an annual amount equal to 1% and 0.50%, respectively, of the then-current gross offering price per Class T or Class I share. The Company recorded the annual distribution and stockholder servicing fees as a reduction to capital in excess of par value and measured the related liability in an amount equal to the maximum fees owed in relation to the Class T and Class I shares on the shares’ issuance date. The liability was relieved over time, as the fees were paid to the Dealer Manager, or adjusted if the fees were no longer owed on any Class T or Class I share that was redeemed or repurchased, as well as upon the earliest occurrence of: (i) a listing on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) after the termination of the Primary Offering in which the initial shares in the account were sold, the end of the month in which total underwriting compensation paid in the Primary Offering is not less than 10% of the gross proceeds from all share classes of the Primary Offering; (iv) the end of the month in which the total underwriting compensation paid in a Primary Offering with respect to shares purchased in a Primary Offering is not less than 8.5% of the gross offering price of those shares purchased in such Primary Offering (excluding shares purchased through the Reinvestment Plan and those received as stock dividends); or (v) any other conditions described in the Company’s prospectus. In connection with the close of the Offering effective October 1, 2018, certain underwriting compensation limits were met and, effective October 31, 2018, each Class T and Class I share automatically converted into a Class A share pursuant to the terms of the Company’s charter. The Class T and Class I shares converted into Class A shares on a one-for-one basis because the then-current estimated NAV per share of $10.06, which was approved by the Company’s board of directors as of December 31, 2017, was the same for all share classes. Effective October 31, 2018, Class T and Class I shares were no longer subject to class specific expenses upon conversion into Class A shares. The Company’s obligation to pay the remaining distribution and stockholder servicing fees liability of approximately $1.4 million to the Dealer Manager ceased effective October 31, 2018 upon the conversion of the Class T and Class I shares into Class A Shares. CNL Capital Markets, LLC — The Company will pay CNL Capital Markets, LLC, an affiliate of CNL, an annual fee payable monthly based on the average number of total investor accounts that are open during the term of the capital markets service agreement pursuant to which certain administrative services are provided to the Company. These services may include, but are not limited to, the facilitation and coordination of the transfer agent’s activities, client services and administrative call center activities, financial advisor administrative correspondence services, material distribution services and various reporting and troubleshooting activities. For the years ended December 31, 2018, 2017 and 2016, the Company incurred approximately $0.1 million, $22,000, and $20 in such fees, respectively. These amounts are included in general and administrative expenses in the accompanying consolidated statements of operations. Advisor — The Company will pay the Advisor a monthly asset management fee in an amount equal to 0.0667% of the monthly average of the sum of the Company’s and the Operating Partnership’s respective daily real estate asset value, without duplication, plus the outstanding principal amount of any loans made, plus the amount invested in other permitted investments. For this purpose, “real estate asset value” equals the amount invested in wholly-owned properties, determined on the basis of cost, and in the case of properties owned by any joint venture or partnership in which the Company is a co-venturer or partner the portion of the cost of such properties paid by the Company, exclusive of acquisition fees and acquisition expenses and will not be reduced for any recognized impairment. Any recognized impairment loss will not reduce the real estate asset value for the purposes of calculating the asset management fee. The asset management fee, which will not exceed fees which are competitive for similar services in the same geographic area, may or may not be taken, in whole or in part as to any year, in the Advisor’s sole discretion. All or any portion of the asset management fee not taken as to any fiscal year shall be deferred without interest and may be taken in such other fiscal year as the Advisor shall determine. 9. Related Party Arrangements (continued) The Advisor received an investment services fee of 2.25% of the purchase price of properties for services in connection with the selection, evaluation, structure and purchase of assets. Refer to Note 14. “Subsequent Events” for additional information related to an amended and restated advisory agreement that reduced the monthly asset management fee and eliminated other fees previously charged by the Advisor. The Advisor, its affiliates and related parties also are entitled to reimbursement of certain operating expenses in connection with their provision of services to the Company, including personnel costs, subject to the limitation that the Company will not reimburse the Advisor for any amount by which operating expenses exceed the greater of 2% of its average invested assets or 25% of its net income in any Expense Year unless approved by the independent directors. The Company commenced its Primary Offering in March 2016 and made its first investment in March 2017. For the Expense Year ended December 31, 2018, the Company’s total operating expenses were in excess of this limitation by approximately $0.2 million. For the year ended December 31, 2016, approximately $84,000 of personnel expenses of affiliates of the Advisor were waived and these 2016 expenses will not be reimbursed by the Company in future periods. The Advisor will pay all other organizational and offering expenses incurred in connection with the formation of the Company, without reimbursement by the Company. These expenses include, but are not limited to, SEC registration fees, FINRA filing fees, printing and mailing expenses, blue sky fees and expenses, legal fees and expenses, accounting fees and expenses, advertising and sales literature, transfer agent fees, due diligence expenses, personnel costs associated with processing investor subscriptions, escrow fees and other administrative expenses of the Offering. For the years ended December 31, 2018, 2017 and 2016, the Company paid cash distributions of approximately $0.2 million, $0.1 million and $47,000, respectively, and issued stock dividends through October 2018 of approximately 2,400 shares, 4,100 shares and 2,400 shares, respectively, to the Advisor. Pursuant to an expense support arrangement, the Advisor has agreed to accept payment in restricted stock in lieu of cash for services rendered, in the event that the Company does not achieve established distribution coverage targets. Under the terms of the Expense Support Agreement, for each quarter within a calendar expense support year, the Company will record a proportional estimate of the cumulative year-to-date period based on an estimate of the annual expense support expected for the calendar expense support year. In exchange for services rendered and in consideration of the expense support provided under this arrangement, the Company shall issue, following each determination date, a number of shares of restricted stock equal to the quotient of the expense support amount provided by the Advisor for the preceding year divided by the board of directors’ most recent determination of NAV per share of the Class A common shares, on the terms and conditions and subject to the restrictions set forth in the Expense Support Agreement. The Restricted Stock is subordinated and forfeited to the extent that shareholders do not receive a Priority Return on their Invested Capital (as such terms are defined in the Company’s prospectus), excluding for the purposes of calculating this threshold any shares of Restricted Stock owned by the Advisor. The Advisor has the right to terminate the Expense Support Agreement upon 30 days’ prior written notice. In March 2019, the Company’s board of directors and the Advisor agreed to terminate the Expense Support Agreement effective April 1, 2019; refer to Note 14. “Subsequent Events” for additional information. 9. Related Party Arrangements (continued) The following fees for services rendered have been or are expected to be settled in the form of Restricted Stock pursuant to the Expense Support Agreement for the years ended December 31, 2018, 2017 and 2016 and cumulatively as of December 31, 2018: As of Years Ended December 31, December 31, 2018 2017 2016 2018 Fees for services rendered: Asset management fees $ 348,388 $ 130,366 $ — $ 478,754 Advisor personnel expenses (1) 494,323 436,403 — 930,726 Total fees for services rendered $ 842,711 $ 566,769 $ — $ 1,409,480 Then-current NAV $ 9.92 $ 10.06 $ — $ 9.92 Restricted Stock shares (2) 84,951 56,339 $ — 141,290 Cash distributions on restricted stock (3) $ 24,339 $ — $ — $ 24,339 Stock dividends on restricted stock (4) 340 — — 340 FOOTNOTES: (1) Amounts consist of personnel and related overhead costs of the Advisor or its affiliates (which, in general, are those expenses relating to the Company’s administration on an on-going basis) that are reimbursable by the Company. (2) Represents Restricted Stock shares that have been or are expected to be issued to the Advisor as of December 31, 2018 pursuant to the Expense Support Agreement. No fair value was assigned to the Restricted Stock shares as the shares are expected to be valued at zero upon issuance, which represents the lowest possible value estimated at vesting. In addition, the Restricted Stock shares will be treated as unissued for financial reporting purposes until the vesting criteria are met. (3) The cash distributions on Restricted Stock shares issued for services rendered through December 31, 2017 have been recognized as compensation expense as declared and included in general and administrative expense in the accompanying consolidated statements of operations. (4) The par value of stock dividends have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying consolidated statements of operations. The fees payable through the termination of the Offering in October 2018 to the Dealer Manager for the years ended December 31, 2018, 2017 and 2016, and related amounts unpaid as of years ended December 31, 2018 and 2017 are as follows: Years Ended Unpaid amounts as of (1) December 31, December 31, 2018 2017 2016 2018 2017 Selling commissions (2) $ 343,087 $ 666,532 $ 97,022 $ — $ 10,000 Dealer Manager fees (2) 429,356 619,123 99,883 — 18,150 Distribution and stockholder servicing fees (2) (3) (539,827 ) 757,609 157,225 — 798,524 $ 232,616 $ 2,043,264 $ 354,130 $ — $ 826,674 9. Related Party Arrangements (continued) The expenses incurred by and reimbursable to the Company’s related parties for the years ended December 31, 2018, 2017 and 2016, and related amounts unpaid as of years ended December 31, 2018 and 2017 are as follows: Years Ended Unpaid amounts as of (1) December 31, December 31, 2018 2017 2016 2018 2017 Reimbursable expenses: Operating expenses (4 ) $ 1,019,174 $ 983,493 $ 206,868 $ 85,902 $ 197,235 Acquisition fees and expenses (5 ) 10,183 29,922 — — — 1,029,357 1,013,415 206,868 85,902 197,235 Investment service fees (6 ) 545,625 796,500 — — — Asset management fees (7 ) 348,388 130,366 — — — $ 1,923,370 $ 1,940,281 $ 206,868 $ 85,902 $ 197,235 FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying consolidated balance sheets. (2) Amounts are recorded as stock issuance and offering costs in the accompanying consolidated statements of stockholders’ equity. (3 ) For the year ended December 31, 2018, the Company incurred approximately $0.8 million in distribution and stockholder servicing fees. The Company’s obligation to pay these fees ceased effective October 31, 2018 upon the conversion of the Class T and Class I shares into Class A Shares. As such, the Company reversed the then-remaining distribution and stockholder servicing fees liability of approximately $1.4 million to the Dealer Manager, which resulted in a net reduction in stock issuance and offering costs of approximately $0.5 million for the year ended December 31, 2018. ( 4 ) Amounts are recorded as general and administrative expenses in the accompanying consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying consolidated balance sheets. Amounts include approximately $0.5 million, $0.4 million, and $0.1 million of personnel expenses of affiliates of the Advisor for the years ended December 31, 2018, 2017 and 2016, respectively. These Advisor personnel expenses have been or are expected to be settled in the form of Restricted Stock pursuant to the Expense Support Agreement. ( 5 ) Amounts are capitalized as a component of the cost of the assets acquired and allocated on a relative fair value basis. ( 6 ) For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.5 million and $0.8 million, respectively, in investment services fees all of which were capitalized and included in real estate investment properties, net in the accompanying consolidated balance sheets. There were no such fees incurred for the year ended December 31, 2016. ( 7 ) For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.3 million and $0.1 million, respectively, in asset management fees, all of which are expected to be or were settled in accordance with the terms of the Expense Support Agreement. There were no such fees incurred for the year ended December 31, 2016. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity | 10. Equity Subscription Proceeds — Through the close of the Company’s Offering in October 2018, the Company had received aggregate subscription proceeds of approximately $51.2 million (4.9 million shares), which includes $200,000 (20,000 shares) of subscription proceeds received from the Advisor prior to the commencement of the Offering, approximately $251,250 (25,125 shares) of subscription proceeds received in connection with a Private Placement made in 2016, all of which were redeemed in 2018, and approximately $1.2 million (0.1 million shares) of subscription proceeds pursuant to the Reinvestment Plan. Concurrent with the close of its Offering, the Company suspended its Reinvestment Plan. Distributions — For the years ended December 31, 2018, 2017 and 2016, the Company declared and paid cash distributions of approximately $2.1 million, $0.8 million and $57,000, respectively, which were net of class-specific expenses. As a result of the conversion of Class T shares and Class I shares into Class A shares (discussed below), which was effective October 31, 2018, there were no distributions made for Class T shares and Class I shares after the October 1, 2018 declaration date and only distributions on Class A shares continued subsequent to October 2018. In addition, the Company declared and issued stock dividends through October 2018 of approximately 35,000, 22,000 and 3,000 shares of common stock during the years ended December 31, 2018, 2017 and 2016, respectively. In connection with the termination of the Offering effective October 1, 2018, the Company’s board of directors determined that it does not intend to authorize additional stock dividends at this time. For the years ended December 31, 2018, 2017 and 2016, 100% of the cash distributions paid to stockholders were considered a return of capital to stockholders for federal income tax purposes. No amounts distributed to stockholders for the years ended December 31, 2018, 2017 and 2016 were required to be or have been treated by the Company as a return of capital for purposes of calculating the stockholders’ return on their invested capital as described in the Company’s advisory agreement. The distribution of new common stock shares is non-taxable. In December 2018, the Company’s board of directors declared a monthly cash distribution of $0.0480 on each outstanding share of common stock on January 1, 2019, February 1, 2019 and March 1, 2019. These distributions are to be paid by March 31, 2019. Refer to Note 14. “Subsequent Events” for additional information related to the suspension of monthly cash distributions to stockholders . Redemptions — During the year ended December 31, 2018, the Company received and paid requests for the redemption of common stock under its Redemption Plan of approximately $0.4 million, which includes the redemption of all shares raised through the Private Placement. There were no redemptions requested during the years ended December 31, 2017 and 2016. In connection with the termination of the Offering and the board of directors’ decision to consider possible strategic alternatives available to the Company, the Redemption Plan was suspended effective October 1, 2018 and the Company no longer accepts or processes any redemption requests received after such date. Stock Conversions - In connection with the close of the Offering effective October 1, 2018, certain underwriting compensation limits were met and, effective October 31, 2018, each Class T and Class I share automatically converted into a Class A share pursuant to the terms of the Company’s charter. As of December 31, 2018, only Class A shares were outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes For the years ended December 31, 2018 and 2017, the Company recorded deferred tax assets and net current tax expense related to deferred income at its TRS. There was no income tax recorded for the year ended December 31, 2016. The components of the income tax expense for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 Current: Federal $ (2,350 ) $ (111,000 ) State 130 (16,200 ) Total current expense (2,220 ) (127,200 ) Deferred: Federal 1,981 23,319 State (555 ) 5,788 Total deferred benefit 1,426 29,107 Income tax expense $ (794 ) $ (98,093 ) Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In December 2017, the Tax Cuts and Jobs Act was signed into law and reduced the U.S. federal corporate tax rate to 21%, effective January 1, 2018. All impacts of the Tax Cuts and Jobs Act have been reflected in the financial statements and their footnotes. Significant components of the Company’s deferred tax assets as of December 31, 2018 and 2017 are as follows: As of December 31, 2018 2017 Prepaid and other rent $ 30,533 $ 29,107 Deferred tax assets $ 30,533 $ 29,107 A reconciliation of the income tax expense computed at the statutory federal tax rate on income before income taxes is as follows: Years Ended December 31, 2018 2017 Tax benefit computed at federal statutory rate $ 378,862 21.00 % $ 426,453 35.00 % Impact of REIT election (379,231 ) (21.02 )% (511,104 ) (41.90 )% Effect of change in future tax rates ― — % (3,030 ) (0.25 )% State income tax expense (425 ) (0.02 )% (10,412 ) (0.87 )% Income tax expense $ (794 ) (0.04 )% $ (98,093 ) (8.02 )% The Company analyzed its material tax positions and determined that it has not taken any uncertain tax positions. The tax years 2016 and forward remain subject to examination by taxing authorities throughout the United States. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies From time to time, the Company may be a party to legal proceedings in the ordinary course of, or incidental to the normal course of, its business, including proceedings to enforce its contractual or statutory rights. While the Company cannot predict the outcome of these legal proceedings with certainty, based upon currently available information, the Company does not believe the final outcome of any pending or threatened legal proceeding will have a material adverse effect on its results of operations or financial condition. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 13. Selected Quarterly Financial Data (Unaudited) The following presents selected unaudited quarterly financial data for the years ended December 31, 2018 and 2017: 2018 Quarters First Second Third Fourth Full Year Total revenues $ 1,533,341 $ 1,561,661 $ 1,906,891 $ 2,435,423 $ 7,437,316 Operating loss (113,972 ) (73,634 ) (189,005 ) (315,904 ) (692,515 ) Net loss (390,238 ) (350,193 ) (458,687 ) (606,065 ) (1,805,183 ) Class A common stock (basic and diluted): Net loss attributable to Class A stockholders (95,926 ) (76,206 ) (87,907 ) (444,392 ) (661,345 ) Weighted average number of Class A common shares outstanding (1) 825,185 867,723 879,674 3,594,121 1,547,449 Loss per share of Class A common stock $ (0.12 ) $ (0.09 ) $ (0.10 ) $ (0.12 ) $ (0.43 ) Class T common stock (basic and diluted): Net loss attributable to Class T stockholders (269,815 ) (246,458 ) (327,896 ) (142,326 ) (1,025,147 ) Weighted average number of Class T common shares outstanding (1) 2,321,014 2,806,307 3,281,231 1,151,093 2,398,691 Loss per share of Class T common stock (2) $ (0.12 ) $ (0.09 ) $ (0.10 ) $ (0.12 ) $ (0.43 ) Class I common stock (basic and diluted): Net loss attributable to Class I stockholders (24,497 ) (27,529 ) (42,884 ) (19,347 ) (118,691 ) Weighted average number of Class I common shares outstanding (1) 210,726 313,463 429,142 156,473 277,718 Loss per share of Class I common stock (2) $ (0.12 ) $ (0.09 ) $ (0.10 ) $ (0.12 ) $ (0.43 ) 2017 Quarters First Second Third Fourth Full Year Total revenues $ 11,430 $ 1,071,441 $ 1,095,696 $ 1,130,248 $ 3,308,815 Operating loss (231,794 ) (175,188 ) (99,164 ) (122,817 ) (628,963 ) Net loss (251,120 ) (391,681 ) (307,906 ) (365,823 ) (1,316,530 ) Class A common stock (basic and diluted): Net loss attributable to Class A stockholders (93,692 ) (141,410 ) (108,891 ) (105,482 ) (438,710 ) Weighted average number of Class A common shares outstanding (1) 383,345 524,191 693,354 769,523 590,225 Loss per share of Class A common stock $ (0.24 ) $ (0.27 ) $ (0.16 ) $ (0.14 ) $ (0.74 ) Class T common stock (basic and diluted): Net loss attributable to Class T stockholders (154,012 ) (241,220 ) (189,504 ) (242,753 ) (833,933 ) Weighted average number of Class T common shares outstanding (1) 630,143 894,175 1,206,653 1,770,963 1,121,944 Loss per share of Class T common stock $ (0.24 ) $ (0.27 ) $ (0.16 ) $ (0.14 ) $ (0.74 ) Class I common stock (basic and diluted): Net loss attributable to Class I stockholders (3,416 ) (9,051 ) (9,511 ) (17,588 ) (43,887 ) Weighted average number of Class I common shares outstanding (1) 13,978 33,550 60,561 128,308 59,044 Loss per share of Class I common stock $ (0.24 ) $ (0.27 ) $ (0.16 ) $ (0.14 ) $ (0.74 ) FOOTNOTES: (1) For the purposes of determining the weighted average number of shares of common stock outstanding, stock dividends issued through the October 2018 suspension of stock dividends are treated as if such shares were outstanding as of July 11, 2016 (the date when the Company commenced operations). (2) In connection with the close of the Offering effective October 1, 2018, certain underwriting compensation limits were reached and, effective October 31, 2018, each Class T and Class I share automatically converted into a Class A share pursuant to the terms of the Company’s charter. As such, there were no Class T or Class I shares outstanding as of December 31, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events In January 2019, the Special Committee engaged SunTrust Robinson Humphrey, Inc., an investment banker, to act as a financial advisor to the Special Committee and, subsequently, the Company committed to a plan to sell its MOB property, Mid America Surgery. In March 2019, the Company entered into a Sale Agreement with In March 2019, the Company’s advisory agreement, dated as of March 2, 2016, was amended and restated to eliminate acquisition fees and dispositions fees as well as to reduce the AUM Fee to 0.40 percent per annum of average invested assets. The reduced AUM Fee is further subject and subordinate to an agreed upon hurdle relating to the total operating expenses (as described in the amended and restated advisory agreement) of the Company, though to the extent any portion of the AUM Fee is not paid as a result of total operating expenses exceeding the prescribed limits, it may be recovered by the Advisor if certain Company performance thresholds are subsequently met. The Company’s board of directors approved renewing the amended and restated advisory agreement through March 2020. In connection with the Company’s strategic alternatives discussed in Note 1. “Organization,” in March 2019, the Company’s board of directors suspended monthly cash distributions to stockholders effective April 1, 2019. In addition, the Company’s board of directors and the Advisor agreed to terminate the Expense Support Agreement effective April 1, 2019. |
SCHEDULE III-Real Estate and Ac
SCHEDULE III-Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
SCHEDULE III-Real Estate and Accumulated Depreciation | CNL HEALTHCARE PROPERTIES II, INC. AND SUBSIDIARIES AS OF DECEMBER 31, 2018 (in thousands) Initial Costs Costs Capitalized Subsequent to Acquisition Gross Amounts at which Carried at Close of Period (2) Property/Location Encum- brances Land & ments Building ments Land & ments Building ments Construc- tion in Process Land & ments Building ments Construc- tion in Process Total Accumu- Date of Construction Date Acquired Life on Summer Vista Assisted Living Pensacola, FL $ 13,900 $ 2,269 $ 17,612 $ 33 $ — $ — $ 2,302 $ 17,612 $ — $ 19,914 $ (862 ) 2016 3/31/2017 (1) Mid America Surgery Institute Overland Park, KS ("Kansas City") 5,600 381 10,497 — — — 381 10,497 — 10,878 (295 ) 2007 12/27/2017 (1) The Crossings at Riverview Riverview, FL ("Tampa") 5,000 1,763 21,088 11 — — 1,774 21,088 — 22,862 (192 ) 2015 8/31/2018 (1) $ 24,500 $ 4,413 $ 49,197 $ 44 $ — $ — $ 4,457 $ 49,197 $ — $ 53,654 $ (1,349 ) Transactions in real estate and accumulated depreciation as of December 31, 2018 are as follows: Balance December 31, 2016 $ — Balance December 31, 2016 $ — 2017 Acquisitions 30,759 2017 Depreciation (369 ) 2017 Improvements 33 Balance December 31, 2017 $ (369 ) Balance December 31, 2017 $ 30,792 2018 Depreciation (980 ) 2018 Acquisitions 22,851 Balance December 31, 2018 $ (1,349 ) 2018 Improvements 11 Balance December 31, 2018 $ 53,654 FOOTNOTES: (1) Buildings and building improvements are depreciated over 39 and 15 years, respectively. (2) The aggregate cost for federal income tax purposes is approximately $59.5 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation — The accompanying consolidated financial statements include the Company’s accounts, the Operating Partnership and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Company’s consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Allocation of Purchase Price for Real Estate Acquisitions | Allocation of Purchase Price for Real Estate Acquisitions — Upon acquisition of real estate, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets in order to determine whether the acquisition should be accounted for as an asset acquisition. If the substantially all threshold is not met, the Company then determines whether the acquisition meets the definition of a business (i.e. does it include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs). The Company estimates the fair value of acquired tangible assets (consisting of land and improvements, building and improvements, and furniture, fixtures and equipment), intangible assets (consisting of in-place leases and above- or below-market leases) and liabilities assumed in order to allocate the purchase price. In estimating the fair value of the assets acquired and liabilities assumed, the Company considers information obtained about each property as a result of its due diligence and utilizes various valuation methods, such as estimated cash flow projections using appropriate discount and capitalization rates, estimates of replacement costs net of depreciation and available market information. The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building. The purchase price is allocated to in-place lease intangibles based on management’s evaluation of the specific characteristics of the acquired lease(s). Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, including estimates of lost rental income during the expected lease-up periods, and costs to execute similar leases such as leasing commissions, legal and other related expenses. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual rents to be paid pursuant to the lease and management’s estimate of the fair market lease rates for each in-place lease and may include assumptions for lease renewals of below-market leases. |
Depreciation and Amortization | Depreciation and Amortization — Real estate costs related to the acquisition and improvement of properties are capitalized. Repair and maintenance costs are charged to expense as incurred and significant costs incurred for replacements and improvements are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Real estate assets are stated at cost less accumulated depreciation, which is computed using the straight-line method of accounting over the estimated useful lives of the related assets. Buildings and improvements are depreciated on the straight-line method over their estimated useful lives, which generally are limited to 39 and 15 years, respectively, or the remaining life of the ground lease. Furniture, fixtures and equipment are depreciated on the straight-line method over their estimated useful lives, which generally range between three and five years. Amortization of intangible assets is computed using the straight-line method of accounting over the shorter of the respective lease term or estimated useful life. If a lease is terminated or modified prior to its scheduled expiration, the Company recognizes a loss on lease termination related to the unamortized lease-related costs not deemed to be recoverable. |
Impairment of Real Estate Assets | Impairment of Real Estate Assets — Real estate assets are reviewed on an ongoing basis to determine whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. To assess if an asset group is potentially impaired, management compares the estimated current and projected undiscounted cash flows, including estimated net sales proceeds, of the asset group over its remaining useful life to the net carrying value of the asset group. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. In the event that the carrying value exceeds the undiscounted operating cash flows, the Company would recognize an impairment provision to adjust the carrying value of the asset group to the estimated fair value of the asset group. |
Cash | Cash — Cash consists of demand deposits at commercial banks with original maturities of three months or less. As of December 31, 2018, certain of the Company’s cash deposits exceeded federally insured amounts. However, the Company continues to monitor the third-party depository institutions that hold the Company’s cash, primarily with the goal of safeguarding principal. The Company attempts to limit cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on cash. |
Restricted Cash | Restricted Cash — Certain cash balances are escrowed to fund capital expenditures, property taxes and/or insurance as required by the loan or lease terms. |
Loan Costs | Loan Costs — Loan costs paid in connection with obtaining indebtedness are deferred and amortized over the estimated life of the indebtedness using the effective interest method. Loan costs are presented as a direct deduction from the carrying amount of the related indebtedness in the balance sheet. As of December 31, 2018 and 2017, the accumulated amortization of loan costs was approximately $0.1 million and $33,000, respectively. |
Deferred Lease-Related Costs | Deferred Lease-Related Costs – The Company defers lease-related costs that it incurs to obtain new or extend existing leases. The Company amortizes these costs using the straight-line method of accounting over the shorter of the respective lease term or estimated useful life. If a lease is terminated or modified prior to its scheduled expiration, the Company recognizes a loss on lease termination related to the unamortized deferred lease-related costs not deemed to be recoverable. |
Mortgages and Notes Payable | Mortgages and Notes Payable — Mortgages and notes payable are recorded at the stated principal amount and are generally collateralized by the Company’s property. Mortgages and notes payable assumed in connection with an acquisition are recorded at fair market value as of the date of the acquisition. |
Revenue Recognition | Revenue Recognition — Resident fees and services are operating revenues relating to the Company’s managed seniors housing properties, which are operated under RIDEA structures. Resident fees and services directly relate to the provision of monthly goods and services that are generally bundled together under a single resident agreement. The Company accounts for its resident agreements as a single performance obligation under ASC 606 given the Company’s overall promise to provide a series of stand-ready goods and services to its residents each month. Resident fees and services are recorded in the period in which the goods are provided and the services performed and generally consist of (1) monthly rent, which covers occupancy of the residents’ unit as well as basic services, such as utilities, meals and certain housekeeping services, and (2) service level charges, such as assisted living care, memory care and ancillary services. Resident agreements are generally short-term in nature, billed monthly in advance and cancelable by the residents with a 30-day notice. Resident agreements may require the payment of upfront fees prior to moving into the community with any non-refundable portion of such fees being recorded as deferred revenue and amortized over the estimated resident stay. Rental income and tenant reimbursements includes rental income that is recorded on the straight-line basis over the terms of the leases for new leases and the remaining terms of existing leases for those acquired as part of a property acquisition. The straight-line method records the periodic average amount of base rent earned over the term of a lease, taking into account contractual rent increases over the lease term. The Company records the difference between base rent revenues earned and amounts due per the respective lease agreements, as applicable, as an increase or decrease to deferred rent. Rental income and tenant reimbursements also includes amounts for which tenants are required to reimburse the Company related to expenses incurred on behalf of the tenants, in accordance with the terms of the leases. Tenant reimbursements are recognized in the period in which the related reimbursable expenses are incurred, such as real estate taxes, common area maintenance, and similar items. |
Income Taxes | Income Taxes — The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended and related regulations beginning with the year ended December 31, 2017. In order to be taxed as a REIT, the Company is subject to certain organizational and operational requirements, including the requirement to make distributions to its stockholders each year of at least 90% of its annual REIT taxable income (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). If the Company qualifies for 2. Summary of Significant Accounting Policies (continued) taxation as a REIT, the Company generally will not be subject to U.S. federal income tax on income that the Company distributes as dividends. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the IRS grants the Company relief under certain statutory provisions. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and U.S. federal income and excise taxes on its undistributed income. The Company has formed a subsidiary that has elected to be taxed as a TRS for U.S. federal income tax purposes. Under the provisions of the Internal Revenue Code and applicable state laws, a TRS is subject to taxation on taxable income from its operations. The Company accounts for federal and state income taxes with respect to a TRS using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and respective tax bases and operating losses and tax-credit carry forwards. |
Fair Value Measurements | Fair Value Measurements — GAAP emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. GAAP requires the use of observable market data, when available, in making fair value measurements. Observable inputs are inputs that the market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of ours. When market data inputs are unobservable, the Company utilizes inputs that it believes reflects the Company’s best estimate of the assumptions market participants would use in pricing the asset or liability. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company as the ability to access. • Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs for the asset or liability, which are typically based on the Company’s own assumptions, as there is little, if any, related market activity. |
Share-Based Payments to Non-Employees | Share-Based Payments to Non-Employees — In connection with an expense support arrangement described in Note 9. “Related Party Arrangements,” the Company may issue Class A shares of Restricted Stock to the Advisor on an annual basis in lieu of cash for services rendered, in the event that the Company does not achieve established distribution coverage targets. 2. Summary of Significant Accounting Policies (continued) The Restricted Stock is forfeited if shareholders do not ultimately receive their original invested capital back with at least a 6% annualized return of investment upon a future liquidity or disposition event of the Company. Upon issuance of Restricted Stock, the Company measures the fair value at its then-current lowest aggregate fair value pursuant to Accounting Standards Codification (“ASC”) 505-50. On the date in which the Advisor satisfies the vesting criteria, the Company remeasures the fair value of the Restricted Stock pursuant to ASC 505-50 and records expense equal to the difference between the original fair value and that of the remeasurement date. In addition, given that performance is outside the control of the Advisor and involves both market conditions and counterparty performance conditions, the shares are treated as unissued for accounting purposes and the Company only includes the Restricted Stock in the calculation of diluted earnings per share to the extent their effect is dilutive and the vesting conditions have been satisfied as of the reporting date. |
Per Share Data | Per Share Data — Net loss per share for the period presented is computed by dividing net loss by the weighted average number of common stock shares outstanding for each share class during the period in which the Company was operational. Diluted loss per share is computed based on the weighted average number of common stock shares outstanding for each share class and all potentially dilutive securities, if any. For purposes of determining the weighted average number of shares of common stock outstanding, stock dividends are treated as if such shares were outstanding as of July 11, 2016 (the date when the Company commenced operations). |
Segment Information | Segment Information — Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company has determined that it operates in one operating segment, real estate ownership. The Company’s chief operating decision maker evaluates the Company’s operations from a number of different operational perspectives including, but not limited to, a property-by-property basis and by tenant or operator. The Company derives all significant revenues from a single reportable operating segment of business, healthcare real estate, regardless of the type (seniors housing, medical office, etc.) or ownership structure (leased or managed). Accordingly, the Company does not report segment information; nevertheless, management periodically evaluates whether the Company continues to have one single reportable segment of business. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new ASC topic (Topic 606). The core principle of this ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, lease contracts). The FASB subsequently issued ASU 2015-14 to defer the effective date of ASU 2014-09 until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption permitted. In addition, the FASB issued ASU 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20),” which clarifies the scope of subtopic 610-20, that was issued as a part of ASU 2014-09, as it relates to an in substance nonfinancial asset and must be adopted concurrently with ASC 606. Both ASUs can be adopted using one of two retrospective transition methods: (i) retrospectively to each prior reporting period presented or (ii) as a cumulative-effect adjustment as of the date of adoption. The Company adopted these ASUs using the modified retrospective approach as its transition method effective January 1, 2018; the adoption of which did not have a material impact to its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which amended the hedge accounting model to better reflect an entity’s risk management activities. The ASU expands an entities ability to hedge nonfinancial and financial risk components as well as reduce the complexity related to fair value hedges of interest rate risk. The ASU further eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company early adopted this ASU prospectively on January 1, 2018; the adoption of which did not have a material impact on the Company’s consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842): Accounting for Leases,” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The ASU requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The ASU further modifies lessors’ classification criteria for leases and the accounting for sales-type and direct financing leases. The ASU also requires qualitative and quantitative disclosures designed to give financial statement users additional information on the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which includes a practical expedient for lessors that allows them to elect to not separate lease and non-lease components in a contract for the purpose of revenue recognition and disclosure if certain criteria are met. The Company elected the practical expedient and applied the guidance to all of the leases that qualified under the established criteria. In December 2018, the FASB issued ASU 2018-20, “Leases (Topic 842): Narrow-Scope Improvements for Lessors”, which addressed challenges encountered in determining certain lessor costs paid by the lessee directly to third-parties by allowing lessors to exclude these costs from its variable lease payments. This amendment did not have a material impact on the Company’s financial statements and related disclosures as it conformed ASC 842 to the Company’s historical accounting under ASC 840. All of the ASC 842 ASU’s are effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company adopted these ASU’s on January 1, 2019 using a modified retrospective approach, which impacted the Company’s consolidated financial statements and related financial statement disclosures; specifically, the Company’s consolidated financial position as it relates to the required presentation for arrangements such as ground or other leases in which the Company is the lessee. However, the adoption of this ASU did not have a material impact on the Company’s consolidated results of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” which expands the scope to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payments. The amendments also clarify that this ASU does not apply to share-based payments used to provide financing to the issuer or awards granted in conjunction with selling of goods or services to customers as a part of a contract accounted for under Revenue from Contracts with Customers (Topic 606). The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company adopted ASU 2018-07 on January 1, 2019; the adoption of which did not have a material impact on the Company’s consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregated Revenue for Resident Fees and Services | The following table represents the disaggregated revenue for resident fees and services during the years ended December 31, 2018 and 2017: Years Ended December 31, Type of Investment Number of Units Revenues Percentage of Revenues Resident fees and services: 2018 2017 2018 2017 2018 2017 Assisted living 129 67 $ 4,200,903 $ 2,419,624 71.1 % 73.5 % Memory care 52 22 1,640,916 847,767 27.8 % 25.8 % Other revenues ― ― 63,279 22,802 1.1 % 0.7 % 181 89 $ 5,905,098 $ 3,290,191 100.0 % 100.0 % |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | During the year ended December 31, 2018, the Company acquired the following seniors housing community: Date Purchase Price Name and Location Structure Acquired (in thousands) Seniors Housing The Crossings at Riverview RIDEA 8/31/2018 $ 24,250 Riverview, FL ("Tampa") During the year ended December 31, 2017, the Company acquired the following two properties, which were comprised of one MOB and one seniors housing community: Date Purchase Price Name and Location Structure Acquired (in thousands) Medical Office Mid America Surgery Institute Modified Lease 12/27/2017 $ 14,000 Overland Park, KS ("Kansas City") Seniors Housing Summer Vista Assisted Living RIDEA 3/31/2017 21,400 Pensacola, FL |
Summary of Purchase Price Allocation and Related Assets Acquired and Liabilities Assumed | The following summarizes the purchase price allocation for the above mentioned acquisitions, and the related assets acquired and liabilities assumed in connection with the acquisitions: December 31, 2018 2017 Land and land improvements $ 1,763,342 $ 2,650,216 Buildings and building improvements 21,088,267 28,109,037 Furniture, fixtures and equipment 813,773 857,338 Lease intangibles (1) ― 3,752,949 In-place resident agreement intangibles (2) 1,282,869 1,286,507 Other liabilities ― (340,390 ) Liabilities assumed (115,779 ) (530,452 ) Total purchase price consideration $ 24,832,472 $ 35,785,205 FOOTNOTES: (1) At the acquisition date, the weighted-average amortization period on the acquired lease intangibles for the year ended December 31, 2017 was approximately 23.5 years. The acquired lease intangibles were comprised of approximately $2.2 million and $1.5 million of in-place lease intangibles and ground lease intangibles, respectively. (2) At the acquisition date, the weighted-average amortization period on the acquired in-place resident agreement intangibles was approximately 2.5 years. |
Real Estate Assets, net (Tables
Real Estate Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Schedule of Company's Three and Two Properties | The gross carrying amount and accumulated depreciation of the Company’s three and two properties as of December 31, 2018 and 2017, respectively, are as follows: December 31, 2018 2017 Land and land improvements $ 4,456,564 $ 2,683,051 Building and building improvements 49,197,888 28,109,037 Furniture, fixtures and equipment 1,895,316 879,288 Less: accumulated depreciation (1,976,755 ) (585,437 ) Real estate investment properties, net $ 53,573,013 $ 31,085,939 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount and Accumulated Amortization of Intangibles | The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities as of December 31, 2018 and 2017 are as follows: December 31, 2018 2017 In-place lease intangibles $ 2,209,247 $ 2,209,125 In-place resident agreement intangibles 2,569,419 1,286,507 Below-market ground lease intangibles 1,543,911 1,543,824 Less: accumulated amortization (1,338,950 ) (385,952 ) Intangible assets, net $ 4,983,627 $ 4,653,504 Below-market lease intangibles $ (340,409 ) $ (340,390 ) Less: accumulated amortization 30,553 ― Intangible liabilities, net (1) $ (309,856 ) $ (340,390 ) FOOTNOTE: (1) Intangible liabilities, net are included in other liabilities in the accompanying consolidated balance sheets. |
Schedule of Estimated Future Amortization of Intangibles | 6. Intangibles, net (continued) The estimated future amortization on the Company’s intangibles for each of the next five years and thereafter, in the aggregate, as of December 31, 2018 is as follows: In-place Lease Intangibles In-Place Resident Agreement Intangibles Below- market Ground Leases Total Assets Below- market Leases Total Liabilities 2019 $ 227,754 899,117 39,587 $ 1,166,458 $ 30,553 $ 30,553 2020 198,365 513,165 39,587 751,117 27,103 27,103 2021 188,568 85,527 39,587 313,682 25,953 25,953 2022 188,568 ― 39,587 228,155 25,953 25,953 2023 188,568 ― 39,587 228,155 25,953 25,953 Thereafter 989,671 ― 1,306,389 2,296,060 174,341 174,341 $ 1,981,494 1,497,809 1,504,324 $ 4,983,627 $ 309,856 $ 309,856 |
Schedule of Weighted Average Remaining Useful Life | Weighted average remaining useful life as of December 31, 2018 (in years): In-place Lease Intangibles In-Place Resident Agreement Intangibles Below-market Ground Leases Below-market Leases 11.9 1.8 38.0 14.1 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments to be Received Under Non-Cancellable Operating Leases | The following are future minimum lease payments to be received under non-cancellable operating leases for the next five years and thereafter, in the aggregate, as of December 31, 2018: 2019 $ 1,059,884 2020 1,008,129 2021 1,004,516 2022 1,023,166 2023 1,041,795 Thereafter 3,477,001 $ 8,614,491 |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Indebtedness | The following table provides details of the Company’s indebtedness as of December 31, 2018 and 2017: December 31, 2018 2017 Mortgages and notes payable: Mortgage loans (1) $ 24,500,000 $ 19,500,000 Notes payable (2) ― 312,500 Mortgages and notes payable 24,500,000 19,812,500 Loan costs, net (302,641 ) (279,514 ) Total mortgages and notes payable, net $ 24,197,359 $ 19,532,986 FOOTNOTES: (1) As of December 31, 2018, the Company’s mortgage loans are collateralized by its Summer Vista, Mid America Surgery and Riverview properties. Refer to Note 14. “Subsequent Events” for information related to the Sale Agreement that was entered into in March 2019 for the sale of Mid America Surgery. (2) Although the original maturity of these Notes was 2046, the Company repaid the Notes in October 2018. |
Schedule of Future Principal Payments and Maturity | The following is a schedule of future principal payments and maturity for the Company’s indebtedness for the next five years and thereafter, in the aggregate, as of December 31, 2018: 2019 $ — 2020 5,787,543 2021 249,168 2022 13,623,546 2023 4,839,743 Thereafter — $ 24,500,000 |
Schedule of Company's Mortgage Loans | The following table details the Company’s mortgage loans as of December 31, 2018 and 2017 (in thousands): Interest Rate at December 31, Maturity December 31, Property and Loan Type 2018 (1) Payment Terms Date (2) 2018 2017 Summer Vista Assisted Living; Mortgage Loan 30-day LIBOR plus 2.70% per annum Monthly interest only payments through January 2020; principal and interest payments thereafter based on a 30-year amortization schedule 4/1/22 $ 13,900 $ 13,900 Mid America Surgery Institute; Mortgage Loan 30-day LIBOR plus 2.20% per annum Monthly interest only payments through June 2020; principal payment at maturity 12/15/20 5,600 5,600 The Crossings at Riverview; Mortgage Loan 30-day LIBOR plus 2.25% per annum Monthly interest only payments through September 2020; principal and interest payments thereafter based on a 30-year amortization schedule 8/31/23 5,000 — Total debt $ 24,500 $ 19,500 FOOTNOTES: (1) The 30-day LIBOR was approximately 2.5% as of December 31, 2018. (2) Represents the initial maturity date (or, as applicable, the maturity date as extended). The maturity date may be extended beyond the date shown subject to certain lender conditions. |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The expenses incurred by and reimbursable to the Company’s related parties for the years ended December 31, 2018, 2017 and 2016, and related amounts unpaid as of years ended December 31, 2018 and 2017 are as follows: Years Ended Unpaid amounts as of (1) December 31, December 31, 2018 2017 2016 2018 2017 Reimbursable expenses: Operating expenses (4 ) $ 1,019,174 $ 983,493 $ 206,868 $ 85,902 $ 197,235 Acquisition fees and expenses (5 ) 10,183 29,922 — — — 1,029,357 1,013,415 206,868 85,902 197,235 Investment service fees (6 ) 545,625 796,500 — — — Asset management fees (7 ) 348,388 130,366 — — — $ 1,923,370 $ 1,940,281 $ 206,868 $ 85,902 $ 197,235 FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying consolidated balance sheets. (2) Amounts are recorded as stock issuance and offering costs in the accompanying consolidated statements of stockholders’ equity. (3 ) For the year ended December 31, 2018, the Company incurred approximately $0.8 million in distribution and stockholder servicing fees. The Company’s obligation to pay these fees ceased effective October 31, 2018 upon the conversion of the Class T and Class I shares into Class A Shares. As such, the Company reversed the then-remaining distribution and stockholder servicing fees liability of approximately $1.4 million to the Dealer Manager, which resulted in a net reduction in stock issuance and offering costs of approximately $0.5 million for the year ended December 31, 2018. ( 4 ) Amounts are recorded as general and administrative expenses in the accompanying consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying consolidated balance sheets. Amounts include approximately $0.5 million, $0.4 million, and $0.1 million of personnel expenses of affiliates of the Advisor for the years ended December 31, 2018, 2017 and 2016, respectively. These Advisor personnel expenses have been or are expected to be settled in the form of Restricted Stock pursuant to the Expense Support Agreement. ( 5 ) Amounts are capitalized as a component of the cost of the assets acquired and allocated on a relative fair value basis. ( 6 ) For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.5 million and $0.8 million, respectively, in investment services fees all of which were capitalized and included in real estate investment properties, net in the accompanying consolidated balance sheets. There were no such fees incurred for the year ended December 31, 2016. ( 7 ) For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.3 million and $0.1 million, respectively, in asset management fees, all of which are expected to be or were settled in accordance with the terms of the Expense Support Agreement. There were no such fees incurred for the year ended December 31, 2016. |
Dealer Manager | |
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The fees payable through the termination of the Offering in October 2018 to the Dealer Manager for the years ended December 31, 2018, 2017 and 2016, and related amounts unpaid as of years ended December 31, 2018 and 2017 are as follows: Years Ended Unpaid amounts as of (1) December 31, December 31, 2018 2017 2016 2018 2017 Selling commissions (2) $ 343,087 $ 666,532 $ 97,022 $ — $ 10,000 Dealer Manager fees (2) 429,356 619,123 99,883 — 18,150 Distribution and stockholder servicing fees (2) (3) (539,827 ) 757,609 157,225 — 798,524 $ 232,616 $ 2,043,264 $ 354,130 $ — $ 826,674 |
Expense Support Agreement | |
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The following fees for services rendered have been or are expected to be settled in the form of Restricted Stock pursuant to the Expense Support Agreement for the years ended December 31, 2018, 2017 and 2016 and cumulatively as of December 31, 2018: As of Years Ended December 31, December 31, 2018 2017 2016 2018 Fees for services rendered: Asset management fees $ 348,388 $ 130,366 $ — $ 478,754 Advisor personnel expenses (1) 494,323 436,403 — 930,726 Total fees for services rendered $ 842,711 $ 566,769 $ — $ 1,409,480 Then-current NAV $ 9.92 $ 10.06 $ — $ 9.92 Restricted Stock shares (2) 84,951 56,339 $ — 141,290 Cash distributions on restricted stock (3) $ 24,339 $ — $ — $ 24,339 Stock dividends on restricted stock (4) 340 — — 340 FOOTNOTES: (1) Amounts consist of personnel and related overhead costs of the Advisor or its affiliates (which, in general, are those expenses relating to the Company’s administration on an on-going basis) that are reimbursable by the Company. (2) Represents Restricted Stock shares that have been or are expected to be issued to the Advisor as of December 31, 2018 pursuant to the Expense Support Agreement. No fair value was assigned to the Restricted Stock shares as the shares are expected to be valued at zero upon issuance, which represents the lowest possible value estimated at vesting. In addition, the Restricted Stock shares will be treated as unissued for financial reporting purposes until the vesting criteria are met. (3) The cash distributions on Restricted Stock shares issued for services rendered through December 31, 2017 have been recognized as compensation expense as declared and included in general and administrative expense in the accompanying consolidated statements of operations. (4) The par value of stock dividends have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying consolidated statements of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense | For the years ended December 31, 2018 and 2017, the Company recorded deferred tax assets and net current tax expense related to deferred income at its TRS. There was no income tax recorded for the year ended December 31, 2016. The components of the income tax expense for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 Current: Federal $ (2,350 ) $ (111,000 ) State 130 (16,200 ) Total current expense (2,220 ) (127,200 ) Deferred: Federal 1,981 23,319 State (555 ) 5,788 Total deferred benefit 1,426 29,107 Income tax expense $ (794 ) $ (98,093 ) |
Significant Components of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of December 31, 2018 and 2017 are as follows: As of December 31, 2018 2017 Prepaid and other rent $ 30,533 $ 29,107 Deferred tax assets $ 30,533 $ 29,107 |
Reconciliation of Income Tax Expense | A reconciliation of the income tax expense computed at the statutory federal tax rate on income before income taxes is as follows: Years Ended December 31, 2018 2017 Tax benefit computed at federal statutory rate $ 378,862 21.00 % $ 426,453 35.00 % Impact of REIT election (379,231 ) (21.02 )% (511,104 ) (41.90 )% Effect of change in future tax rates ― — % (3,030 ) (0.25 )% State income tax expense (425 ) (0.02 )% (10,412 ) (0.87 )% Income tax expense $ (794 ) (0.04 )% $ (98,093 ) (8.02 )% |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Unaudited Quarterly Financial Data | The following presents selected unaudited quarterly financial data for the years ended December 31, 2018 and 2017: 2018 Quarters First Second Third Fourth Full Year Total revenues $ 1,533,341 $ 1,561,661 $ 1,906,891 $ 2,435,423 $ 7,437,316 Operating loss (113,972 ) (73,634 ) (189,005 ) (315,904 ) (692,515 ) Net loss (390,238 ) (350,193 ) (458,687 ) (606,065 ) (1,805,183 ) Class A common stock (basic and diluted): Net loss attributable to Class A stockholders (95,926 ) (76,206 ) (87,907 ) (444,392 ) (661,345 ) Weighted average number of Class A common shares outstanding (1) 825,185 867,723 879,674 3,594,121 1,547,449 Loss per share of Class A common stock $ (0.12 ) $ (0.09 ) $ (0.10 ) $ (0.12 ) $ (0.43 ) Class T common stock (basic and diluted): Net loss attributable to Class T stockholders (269,815 ) (246,458 ) (327,896 ) (142,326 ) (1,025,147 ) Weighted average number of Class T common shares outstanding (1) 2,321,014 2,806,307 3,281,231 1,151,093 2,398,691 Loss per share of Class T common stock (2) $ (0.12 ) $ (0.09 ) $ (0.10 ) $ (0.12 ) $ (0.43 ) Class I common stock (basic and diluted): Net loss attributable to Class I stockholders (24,497 ) (27,529 ) (42,884 ) (19,347 ) (118,691 ) Weighted average number of Class I common shares outstanding (1) 210,726 313,463 429,142 156,473 277,718 Loss per share of Class I common stock (2) $ (0.12 ) $ (0.09 ) $ (0.10 ) $ (0.12 ) $ (0.43 ) 2017 Quarters First Second Third Fourth Full Year Total revenues $ 11,430 $ 1,071,441 $ 1,095,696 $ 1,130,248 $ 3,308,815 Operating loss (231,794 ) (175,188 ) (99,164 ) (122,817 ) (628,963 ) Net loss (251,120 ) (391,681 ) (307,906 ) (365,823 ) (1,316,530 ) Class A common stock (basic and diluted): Net loss attributable to Class A stockholders (93,692 ) (141,410 ) (108,891 ) (105,482 ) (438,710 ) Weighted average number of Class A common shares outstanding (1) 383,345 524,191 693,354 769,523 590,225 Loss per share of Class A common stock $ (0.24 ) $ (0.27 ) $ (0.16 ) $ (0.14 ) $ (0.74 ) Class T common stock (basic and diluted): Net loss attributable to Class T stockholders (154,012 ) (241,220 ) (189,504 ) (242,753 ) (833,933 ) Weighted average number of Class T common shares outstanding (1) 630,143 894,175 1,206,653 1,770,963 1,121,944 Loss per share of Class T common stock $ (0.24 ) $ (0.27 ) $ (0.16 ) $ (0.14 ) $ (0.74 ) Class I common stock (basic and diluted): Net loss attributable to Class I stockholders (3,416 ) (9,051 ) (9,511 ) (17,588 ) (43,887 ) Weighted average number of Class I common shares outstanding (1) 13,978 33,550 60,561 128,308 59,044 Loss per share of Class I common stock $ (0.24 ) $ (0.27 ) $ (0.16 ) $ (0.14 ) $ (0.74 ) FOOTNOTES: (1) For the purposes of determining the weighted average number of shares of common stock outstanding, stock dividends issued through the October 2018 suspension of stock dividends are treated as if such shares were outstanding as of July 11, 2016 (the date when the Company commenced operations). (2) In connection with the close of the Offering effective October 1, 2018, certain underwriting compensation limits were reached and, effective October 31, 2018, each Class T and Class I share automatically converted into a Class A share pursuant to the terms of the Company’s charter. As such, there were no Class T or Class I shares outstanding as of December 31, 2018. |
Organization - Additional Infor
Organization - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2018shares | Dec. 31, 2018USD ($)Propertyshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 02, 2016USD ($) | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Aggregate offering proceeds | $ 18,909,961 | $ 24,437,278 | $ 6,132,100 | ||
Common stock, shares sold | shares | 4,900,000 | ||||
Number of properties owned | Property | 3 | ||||
Seniors Housing Communities | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Number of properties owned | Property | 2 | ||||
MOB | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Number of properties owned | Property | 1 | ||||
Initial Public Offering | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Common stock, value authorized | $ 1,750,000,000 | ||||
Aggregate offering proceeds | $ 51,200,000 | ||||
Common stock, shares sold | shares | 4,900,000 | ||||
Reinvestment Plan | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Common stock, value authorized | $ 250,000,000 | ||||
Aggregate offering proceeds | $ 1,200,000 | ||||
Common stock, shares sold | shares | 100,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated amortization of loan costs | $ | $ 100,000 | $ 33,000 |
Lease termination, notice period | 30 days | |
Number of operating segments | Segment | 1 | |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Percentage of taxable income for distribution to stockholders | 90.00% | |
Annualized return of investment | 6.00% | |
Building | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Real estate assets, estimated useful life | 39 years | |
Building Improvements | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Real estate assets, estimated useful life | 15 years | |
Furniture, Fixtures and Equipment | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Real estate assets, estimated useful life | 5 years | |
Furniture, Fixtures and Equipment | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Real estate assets, estimated useful life | 3 years |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregated Revenue for Resident Fees and Services (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)ResidentialUnit | Dec. 31, 2017USD ($)ResidentialUnit | Dec. 31, 2016USD ($) | |
Disaggregation Of Revenue [Line Items] | |||
Resident fees and services: Number of Units | ResidentialUnit | 181 | 89 | |
Resident fees and services: Revenues | $ 5,905,098 | $ 3,290,191 | $ 0 |
Resident fees and services: Percentage of Revenues | 100.00% | 100.00% | |
Assisted Living | |||
Disaggregation Of Revenue [Line Items] | |||
Resident fees and services: Number of Units | ResidentialUnit | 129 | 67 | |
Resident fees and services: Revenues | $ 4,200,903 | $ 2,419,624 | |
Resident fees and services: Percentage of Revenues | 71.10% | 73.50% | |
Memory Care | |||
Disaggregation Of Revenue [Line Items] | |||
Resident fees and services: Number of Units | ResidentialUnit | 52 | 22 | |
Resident fees and services: Revenues | $ 1,640,916 | $ 847,767 | |
Resident fees and services: Percentage of Revenues | 27.80% | 25.80% | |
Other Revenues | |||
Disaggregation Of Revenue [Line Items] | |||
Resident fees and services: Revenues | $ 63,279 | $ 22,802 | |
Resident fees and services: Percentage of Revenues | 1.10% | 0.70% |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation Of Revenue [Abstract] | |||
Resident fees and services | $ 5,905,098 | $ 3,290,191 | $ 0 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
The Crossings at Riverview | Seniors Housing | Riverview, FL | ||
Business Acquisition [Line Items] | ||
Structure | RIDEA | |
Date Acquired | Aug. 31, 2018 | |
Purchase Price (in thousands) | $ 24,250 | |
Mid America Surgery Institute | Medical Office | Overland Park, KS | ||
Business Acquisition [Line Items] | ||
Structure | Modified Lease | |
Date Acquired | Dec. 27, 2017 | |
Purchase Price (in thousands) | $ 14,000 | |
Summer Vista Assisted Living | Seniors Housing | Pensacola, FL | ||
Business Acquisition [Line Items] | ||
Structure | RIDEA | |
Date Acquired | Mar. 31, 2017 | |
Purchase Price (in thousands) | $ 21,400 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017Property | |
Business Combinations [Abstract] | |
Number of properties acquired | 2 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price Allocation and Related Assets Acquired and Liabilities Assumed (Details) - The Crossings at Riverview, Mid America Surgery Institute and Summer Vista Assisted Living - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
Land and land improvements | $ 1,763,342 | $ 2,650,216 | |
Buildings and building improvements | 21,088,267 | 28,109,037 | |
Furniture, fixtures and equipment | 813,773 | 857,338 | |
Other liabilities | (340,390) | ||
Liabilities assumed | (115,779) | (530,452) | |
Total purchase price consideration | 24,832,472 | 35,785,205 | |
Lease Intangibles | |||
Business Acquisition [Line Items] | |||
Intangibles | [1] | 3,752,949 | |
In-place Resident Agreement Intangibles | |||
Business Acquisition [Line Items] | |||
Intangibles | [2] | $ 1,282,869 | $ 1,286,507 |
[1] | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles for the year ended December 31, 2017 was approximately 23.5 years. The acquired lease intangibles were comprised of approximately $2.2 million and $1.5 million of in-place lease intangibles and ground lease intangibles, respectively. | ||
[2] | At the acquisition date, the weighted-average amortization period on the acquired in-place resident agreement intangibles was approximately 2.5 years. |
Acquisitions - Summary of Pur_2
Acquisitions - Summary of Purchase Price Allocation and Related Assets Acquired and Liabilities Assumed (Parenthetical) (Details) - The Crossings at Riverview, Mid America Surgery Institute and Summer Vista Assisted Living - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Business Acquisition [Line Items] | |||
Weighted average amortization period on acquired intangibles | 23 years 6 months | ||
In-place Lease | |||
Business Acquisition [Line Items] | |||
Acquired lease intangibles | $ 2,200,000 | ||
Ground Lease | |||
Business Acquisition [Line Items] | |||
Acquired lease intangibles | $ 1,500,000 | ||
In-place Resident Agreement | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period on acquired intangibles | 2 years 6 months | 2 years 6 months | |
Acquired lease intangibles | [1] | $ 1,282,869 | $ 1,286,507 |
[1] | At the acquisition date, the weighted-average amortization period on the acquired in-place resident agreement intangibles was approximately 2.5 years. |
Real Estate Assets, net - Sched
Real Estate Assets, net - Schedule of Company's Three and Two Properties (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Real Estate [Abstract] | ||
Land and land improvements | $ 4,456,564 | $ 2,683,051 |
Building and building improvements | 49,197,888 | 28,109,037 |
Furniture, fixtures and equipment | 1,895,316 | 879,288 |
Less: accumulated depreciation | (1,976,755) | (585,437) |
Real estate investment properties, net | $ 53,573,013 | $ 31,085,939 |
Real Estate Assets, net - Addit
Real Estate Assets, net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Real Estate Investment Properties | |||
Real Estate Properties [Line Items] | |||
Depreciation expense | $ 1,400,000 | $ 600,000 | $ 0 |
Intangibles, net - Schedule of
Intangibles, net - Schedule of Gross Carrying Amount and Accumulated Amortization of Intangibles (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
In-place lease intangibles | $ 2,209,247 | $ 2,209,125 |
In-place resident agreement intangibles | 2,569,419 | 1,286,507 |
Below-market ground lease intangibles | 1,543,911 | 1,543,824 |
Less: accumulated amortization | (1,338,950) | (385,952) |
Intangible assets, net | 4,983,627 | 4,653,504 |
Below-market lease intangibles | (340,409) | (340,390) |
Less: accumulated amortization | 30,553 | |
Intangible liabilities, net | $ (309,856) | $ (340,390) |
Intangibles, net - Additional I
Intangibles, net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Amortization expense on intangible assets | $ 1,000,000 | $ 400,000 | $ 0 |
Amortization of intangible liabilities | $ 0 | $ 0 | |
Property Operating Expenses | |||
Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Amortization expense on intangible assets | 40,000 | ||
Depreciation And Amortization | |||
Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Amortization expense on intangible assets | 900,000 | ||
Rental Income from Operating Leases | |||
Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Amortization of intangible liabilities | $ 31,000 |
Intangibles, net - Schedule o_2
Intangibles, net - Schedule of Estimated Future Amortization of Intangibles (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets And Liabilities [Line Items] | ||
2019 | $ 1,166,458 | |
2020 | 751,117 | |
2021 | 313,682 | |
2022 | 228,155 | |
2023 | 228,155 | |
Thereafter | 2,296,060 | |
Intangible assets, net | 4,983,627 | $ 4,653,504 |
2019 | 30,553 | |
2020 | 27,103 | |
2021 | 25,953 | |
2022 | 25,953 | |
2023 | 25,953 | |
Thereafter | 174,341 | |
Below-market lease intangibles | 309,856 | $ 340,390 |
2019 | 30,553 | |
2020 | 27,103 | |
2021 | 25,953 | |
2022 | 25,953 | |
2023 | 25,953 | |
Thereafter | 174,341 | |
Finite-lived intangible liabilities | 309,856 | |
In-Place Lease Intangibles | ||
Finite Lived Intangible Assets And Liabilities [Line Items] | ||
2019 | 227,754 | |
2020 | 198,365 | |
2021 | 188,568 | |
2022 | 188,568 | |
2023 | 188,568 | |
Thereafter | 989,671 | |
Intangible assets, net | 1,981,494 | |
In-place Resident Agreement | ||
Finite Lived Intangible Assets And Liabilities [Line Items] | ||
2019 | 899,117 | |
2020 | 513,165 | |
2021 | 85,527 | |
Intangible assets, net | 1,497,809 | |
Below-Market Ground Leases | ||
Finite Lived Intangible Assets And Liabilities [Line Items] | ||
2019 | 39,587 | |
2020 | 39,587 | |
2021 | 39,587 | |
2022 | 39,587 | |
2023 | 39,587 | |
Thereafter | 1,306,389 | |
Intangible assets, net | $ 1,504,324 |
Intangibles, net - Schedule o_3
Intangibles, net - Schedule of Weighted Average Remaining Useful Life (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Finite Lived Intangible Assets And Liabilities [Line Items] | |
Weighted average remaining useful life, below-market lease | 14 years 1 month 6 days |
In-Place Lease Intangibles | |
Finite Lived Intangible Assets And Liabilities [Line Items] | |
Weighted average remaining useful life, intangible assets | 11 years 10 months 24 days |
In-place Resident Agreement | |
Finite Lived Intangible Assets And Liabilities [Line Items] | |
Weighted average remaining useful life, intangible assets | 1 year 9 months 18 days |
Below-Market Ground Leases | |
Finite Lived Intangible Assets And Liabilities [Line Items] | |
Weighted average remaining useful life, intangible assets | 38 years |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018Property | |
Operating Leased Assets [Line Items] | |
Number of properties owned | 3 |
Weighted average remaining lease term | 7 years 7 months 6 days |
MOB | |
Operating Leased Assets [Line Items] | |
Number of properties owned | 1 |
Minimum | |
Operating Leased Assets [Line Items] | |
Lease expiration year | 2020 |
Extended lease period | 5 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Lease expiration year | 2027 |
Extended lease period | 10 years |
Operating Leases - Schedule of
Operating Leases - Schedule of Future Minimum Lease Payments to be Received Under Non-Cancellable Operating Leases (Details) | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 1,059,884 |
2020 | 1,008,129 |
2021 | 1,004,516 |
2022 | 1,023,166 |
2023 | 1,041,795 |
Thereafter | 3,477,001 |
Total | $ 8,614,491 |
Indebtedness - Schedule of Inde
Indebtedness - Schedule of Indebtedness (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Mortgages and notes payable: | |||
Mortgage loans | [1] | $ 24,500,000 | $ 19,500,000 |
Notes payable | [2] | 312,500 | |
Mortgages and notes payable | 24,500,000 | 19,812,500 | |
Loan costs, net | (302,641) | (279,514) | |
Total mortgages and notes payable, net | $ 24,197,359 | $ 19,532,986 | |
[1] | As of December 31, 2018, the Company’s mortgage loans are collateralized by its Summer Vista, Mid America Surgery and Riverview properties. Refer to Note 14. “Subsequent Events” for information related to the Sale Agreement that was entered into in March 2019 for the sale of Mid America Surgery. | ||
[2] | Although the original maturity of these Notes was 2046, the Company repaid the Notes in October 2018. |
Indebtedness - Schedule of In_2
Indebtedness - Schedule of Indebtedness (Parenthetical) (Details) - Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Instrument [Line Items] | |
Debt instrument original maturity year | 2046 |
Debt instrument repaid month and year | 2018-10 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Level 3 | ||
Debt Instrument [Line Items] | ||
Mortgage and notes payable, fair market value | $ 24.6 | $ 19.9 |
Indebtedness - Schedule of Futu
Indebtedness - Schedule of Future Principal Payments and Maturity (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2020 | $ 5,787,543 | |
2021 | 249,168 | |
2022 | 13,623,546 | |
2023 | 4,839,743 | |
Mortgages and notes payable | $ 24,500,000 | $ 19,812,500 |
Indebtedness - Schedule of Comp
Indebtedness - Schedule of Company's Mortgage Loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Debt Instrument [Line Items] | |||
Mortgage loans | [1] | $ 24,500,000 | $ 19,500,000 |
Summer Vista Assisted Living | Mortgage Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, description of variable rate basis | 30-day LIBOR plus 2.70% per annum | ||
Debt instrument, payment terms | Monthly interest only payments through January 2020; principal and interest payments thereafter based on a 30-year amortization schedule | ||
Debt instrument, date of interest payment, month and year | 2020-01 | ||
Debt instrument, amortization preiod | 30 years | ||
Debt instrument, maturity date | [2] | Apr. 1, 2022 | |
Mortgage loans | $ 13,900,000 | 13,900,000 | |
Summer Vista Assisted Living | Mortgage Loan | 30-day LIBOR | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | [3] | 2.70% | |
Mid America Surgery Institute | Mortgage Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, description of variable rate basis | 30-day LIBOR plus 2.20% per annum | ||
Debt instrument, payment terms | Monthly interest only payments through June 2020; principal payment at maturity | ||
Debt instrument, date of interest payment, month and year | 2020-06 | ||
Debt instrument, maturity date | [2] | Dec. 15, 2020 | |
Mortgage loans | $ 5,600,000 | $ 5,600,000 | |
Mid America Surgery Institute | Mortgage Loan | 30-day LIBOR | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | [3] | 2.20% | |
The Crossings at Riverview | Mortgage Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, description of variable rate basis | 30-day LIBOR plus 2.25% per annum | ||
Debt instrument, payment terms | Monthly interest only payments through September 2020; principal and interest payments thereafter based on a 30-year amortization schedule | ||
Debt instrument, date of interest payment, month and year | 2020-09 | ||
Debt instrument, amortization preiod | 30 years | ||
Debt instrument, maturity date | [2] | Aug. 31, 2023 | |
Mortgage loans | $ 5,000,000 | ||
The Crossings at Riverview | Mortgage Loan | 30-day LIBOR | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | [3] | 2.25% | |
[1] | As of December 31, 2018, the Company’s mortgage loans are collateralized by its Summer Vista, Mid America Surgery and Riverview properties. Refer to Note 14. “Subsequent Events” for information related to the Sale Agreement that was entered into in March 2019 for the sale of Mid America Surgery. | ||
[2] | Represents the initial maturity date (or, as applicable, the maturity date as extended). The maturity date may be extended beyond the date shown subject to certain lender conditions. | ||
[3] | The 30-day LIBOR was approximately 2.5% as of December 31, 2018. |
Indebtedness - Schedule of Co_2
Indebtedness - Schedule of Company's Mortgage Loans (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Percentage of 30-day LIBOR | 2.50% |
Related Party Arrangements - Ad
Related Party Arrangements - Additional Information (Details) - USD ($) | Mar. 19, 2017 | Mar. 20, 2019 | Oct. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||||||
Conversion of stock, description | The Class T and Class I shares converted into Class A shares on a one-for-one basis because the then-current estimated NAV per share of $10.06, which was approved by the Company’s board of directors as of December 31, 2017, was the same for all share classes. | ||||||
Then-current estimated NAV per share | $ 10.06 | ||||||
Distribution and stockholder servicing fees liability | $ 1,400,000 | ||||||
Fees | 100,000 | $ 22,000 | $ 20 | ||||
Cash distributions paid | $ 1,270,140 | $ 400,306 | $ 56,510 | ||||
Stock dividends issued (in shares) | 35,000 | 22,000 | 3,000 | ||||
Expense Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Then-current estimated NAV per share | $ 9.92 | $ 10.06 | |||||
Expense Support Agreement | Subsequent Event | |||||||
Related Party Transaction [Line Items] | |||||||
Agreement effective termination date | Apr. 1, 2019 | ||||||
Advisor | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly asset management fee as percentage of real estate value | 0.0667% | ||||||
Investment service fee as percentage of purchase price of properties | 2.25% | ||||||
Operating expenses in excess of limitation | $ 200,000 | ||||||
Operating expenses in excess of limitation approved | 900,000 | ||||||
Personnel expenses of affiliates | $ 84,000 | ||||||
Cash distributions paid | $ 200,000 | $ 100,000 | $ 47,000 | ||||
Stock dividends issued (in shares) | 2,400 | 4,100 | 2,400 | ||||
Class A Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Stock dividends issued (in shares) | 8,021 | 7,675 | 2,689 | ||||
Class T Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Selling commission | 2.00% | ||||||
Distribution and stockholder servicing fee | 1.00% | ||||||
Cash distributions paid | $ 0 | ||||||
Stock dividends issued (in shares) | 24,541 | 13,495 | 449 | ||||
Class I Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution and stockholder servicing fee | 0.50% | ||||||
Cash distributions paid | $ 0 | ||||||
Stock dividends issued (in shares) | 2,696 | 622 | 79 | ||||
Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Underwriting compensation percentage on gross proceeds from shares of primary offering | 10.00% | ||||||
Underwriting compensation percentage on gross offering price from shares of primary offering | 8.50% | ||||||
Maximum | Advisor | |||||||
Related Party Transaction [Line Items] | |||||||
Operating expenses reimbursement percentage of average invested assets | 2.00% | ||||||
Operating expenses reimbursement percentage of net income | 25.00% | ||||||
Maximum | Class A Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Selling commission | 7.00% | ||||||
Dealer manager fee | 2.75% | ||||||
Selling commission and dealer manager fee | 8.50% | ||||||
Maximum | Class T Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Selling commission | 3.00% | ||||||
Dealer manager fee | 2.75% | ||||||
Selling commission and dealer manager fee | 4.75% |
Related Party Arrangements - Su
Related Party Arrangements - Summary of Fees for Services Rendered Expected to be Settled in Restricted Stock (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Fees for services rendered: | ||||
Asset management fees | [1] | $ 348,388 | $ 130,366 | |
Then-current NAV | $ 10.06 | |||
Stock dividends issued (in shares) | 35,000 | 22,000 | 3,000 | |
Expense Support Agreement | ||||
Fees for services rendered: | ||||
Asset management fees | $ 478,754 | |||
Advisor personnel expenses | [2] | 930,726 | ||
Total fees for services rendered | 1,409,480 | |||
Asset management fees | 348,388 | $ 130,366 | ||
Advisor personnel expenses | [2] | 494,323 | 436,403 | |
Total fees for services rendered | $ 842,711 | $ 566,769 | ||
Then-current NAV | $ 9.92 | |||
Then-current NAV | $ 9.92 | $ 10.06 | ||
Expense Support Agreement | Restricted Stock | ||||
Fees for services rendered: | ||||
Restricted Stock shares | [3] | 141,290 | ||
Cash distributions on restricted stock | [4] | $ 24,339 | ||
Stock dividends on restricted stock | [5] | 340 | ||
Restricted Stock shares | [3] | 84,951 | 56,339 | |
Cash distributions on restricted stock | [4] | $ 24,339 | ||
Stock dividends issued (in shares) | [5] | 340 | ||
[1] | For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.3 million and $0.1 million, respectively, in asset management fees, all of which are expected to be or were settled in accordance with the terms of the Expense Support Agreement. There were no such fees incurred for the year ended December 31, 2016. | |||
[2] | Amounts consist of personnel and related overhead costs of the Advisor or its affiliates (which, in general, are those expenses relating to the Company’s administration on an on-going basis) that are reimbursable by the Company. | |||
[3] | Represents Restricted Stock shares that have been or are expected to be issued to the Advisor as of December 31, 2018 pursuant to the Expense Support Agreement. No fair value was assigned to the Restricted Stock shares as the shares are expected to be valued at zero upon issuance, which represents the lowest possible value estimated at vesting. In addition, the Restricted Stock shares will be treated as unissued for financial reporting purposes until the vesting criteria are met. | |||
[4] | The cash distributions on Restricted Stock shares issued for services rendered through December 31, 2017 have been recognized as compensation expense as declared and included in general and administrative expense in the accompanying consolidated statements of operations. | |||
[5] | The par value of stock dividends have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying consolidated statements of operations. |
Related Party Arrangements - _2
Related Party Arrangements - Summary of Fees for Services Rendered Expected to be Settled in Restricted Stock (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Related Party Transactions [Abstract] | |
Restricted stock fair value | $ 0 |
Related Party Arrangements - Fe
Related Party Arrangements - Fees and Expenses Incurred and Reimbursable to Affiliates and Related Parties (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Related Party Transaction [Line Items] | ||||
Distribution and stockholder servicing fees | $ 798,525 | $ 154,733 | ||
Acquisition fees and expenses | $ 818 | 2,500 | ||
Total reimbursable expenses | 1,029,357 | 1,013,415 | 206,868 | |
Investment service fees | [1] | 545,625 | 796,500 | |
Asset management fees | [2] | 348,388 | 130,366 | |
Total reimbursable expenses, net | 1,923,370 | 1,940,281 | 206,868 | |
Operating expenses, Unpaid amount | [3] | 85,902 | 197,235 | |
Total reimbursable expenses due | [3] | 85,902 | 197,235 | |
Related parties, Unpaid amount | [3] | 85,902 | 197,235 | |
Reimbursable Expense | ||||
Related Party Transaction [Line Items] | ||||
Operating expenses | [4] | 1,019,174 | 983,493 | 206,868 |
Acquisition fees and expenses | [5] | 10,183 | 29,922 | |
Dealer Manager | ||||
Related Party Transaction [Line Items] | ||||
Selling commissions | [6] | 343,087 | 666,532 | 97,022 |
Dealer manager fees | [6] | 429,356 | 619,123 | 99,883 |
Distribution and stockholder servicing fees | [6],[7] | (539,827) | 757,609 | 157,225 |
Total offering expenses | $ 232,616 | 2,043,264 | $ 354,130 | |
Selling commissions, Unpaid amount | [3] | 10,000 | ||
Dealer Manager fees, Unpaid amount | [3] | 18,150 | ||
Distribution and stockholder servicing fees, Unpaid amount | [3] | 798,524 | ||
Total offering expenses unpaid | [3] | $ 826,674 | ||
[1] | For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.5 million and $0.8 million, respectively, in investment services fees all of which were capitalized and included in real estate investment properties, net in the accompanying consolidated balance sheets. There were no such fees incurred for the year ended December 31, 2016. | |||
[2] | For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.3 million and $0.1 million, respectively, in asset management fees, all of which are expected to be or were settled in accordance with the terms of the Expense Support Agreement. There were no such fees incurred for the year ended December 31, 2016. | |||
[3] | Amounts are recorded as due to related parties in the accompanying consolidated balance sheets. | |||
[4] | Amounts are recorded as general and administrative expenses in the accompanying consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying consolidated balance sheets. Amounts include approximately $0.5 million, $0.4 million, and $0.1 million of personnel expenses of affiliates of the Advisor for the years ended December 31, 2018, 2017 and 2016, respectively. These Advisor personnel expenses have been or are expected to be settled in the form of Restricted Stock pursuant to the Expense Support Agreement. | |||
[5] | Amounts are capitalized as a component of the cost of the assets acquired and allocated on a relative fair value basis. | |||
[6] | Amounts are recorded as stock issuance and offering costs in the accompanying consolidated statements of stockholders’ equity. | |||
[7] | For the year ended December 31, 2018, the Company incurred approximately $0.8 million in distribution and stockholder servicing fees. The Company’s obligation to pay these fees ceased effective October 31, 2018 upon the conversion of the Class T and Class I shares into Class A Shares. As such, the Company reversed the then-remaining distribution and stockholder servicing fees liability of approximately $1.4 million to the Dealer Manager, which resulted in a net reduction in stock issuance and offering costs of approximately $0.5 million for the year ended December 31, 2018. |
Related Party Arrangements - _3
Related Party Arrangements - Fees and Expenses Incurred and Reimbursable to Affiliates and Related Parties (Parenthetical) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Related Party Transaction [Line Items] | ||||
Distribution and stockholder servicing fees | $ 800,000 | |||
Distribution and stockholder servicing fees liability | 1,400,000 | |||
Net reduction in stock issuance and offering cost | 500,000 | |||
Investment service fees | [1] | 545,625 | $ 796,500 | |
Investment Services Fees | ||||
Related Party Transaction [Line Items] | ||||
Investment service fees | 500,000 | 800,000 | $ 0 | |
Expense Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Advisor personnel expenses | 500,000 | 400,000 | 100,000 | |
Asset management fees | 300,000 | $ 100,000 | $ 0 | |
Dealer Manager | ||||
Related Party Transaction [Line Items] | ||||
Distribution and stockholder servicing fees liability | $ 1,400,000 | |||
[1] | For the years ended December 31, 2018 and 2017, the Company incurred approximately $0.5 million and $0.8 million, respectively, in investment services fees all of which were capitalized and included in real estate investment properties, net in the accompanying consolidated balance sheets. There were no such fees incurred for the year ended December 31, 2016. |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | Mar. 01, 2019 | Feb. 01, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Oct. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class Of Stock [Line Items] | |||||||||
Aggregate proceeds from public offering | $ 51,200,000 | ||||||||
Common stock, shares sold | 4,900,000 | ||||||||
Subscription proceeds pursuant to the Reinvestment Plan | $ 1,200,000 | ||||||||
Subscription proceeds pursuant to the Reinvestment Plan, shares | 100,000 | ||||||||
Cash distributions declared net of class-specific expenses | $ 2,100,000 | $ 800,000 | $ 57,000 | ||||||
Cash distributions paid net of class-specific expenses | 2,100,000 | 800,000 | 57,000 | ||||||
Cash distributions paid | $ 1,270,140 | $ 400,306 | $ 56,510 | ||||||
Stock dividends declared | 35,000 | 22,000 | 3,000 | ||||||
Stock dividends issued (in shares) | 35,000 | 22,000 | 3,000 | ||||||
Percentage of cash distributions considered as return on capital for income tax purposes | 100.00% | 100.00% | 100.00% | ||||||
Amount of distributions to stockholders considered as return of capital by the company | $ 0 | $ 0 | $ 0 | ||||||
Monthly cash distributions less class-specific expenses per share | $ 0.0480 | $ 0.0480 | |||||||
Distributions to be paid and distributed date | Mar. 31, 2019 | ||||||||
Dividends payable, date declared | 2018-12 | 2018-12 | |||||||
Redemptions of common stock | $ 446,720 | ||||||||
Subsequent Event | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distribution and stock dividend declared date | Mar. 1, 2019 | Feb. 1, 2019 | Jan. 1, 2019 | ||||||
Class T Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares sold | 1,480,250 | 1,727,141 | 308,138 | ||||||
Cash distributions paid | $ 0 | ||||||||
Stock dividends issued (in shares) | 24,541 | 13,495 | 449 | ||||||
Class I Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares sold | 316,664 | 151,414 | 8,375 | ||||||
Cash distributions paid | $ 0 | ||||||||
Stock dividends issued (in shares) | 2,696 | 622 | 79 | ||||||
Private Placement | |||||||||
Class Of Stock [Line Items] | |||||||||
Aggregate proceeds from public offering | $ 251,250 | ||||||||
Common stock, shares sold | 25,125 | ||||||||
Redemptions of common stock | $ 400,000 | $ 0 | $ 0 | ||||||
Advisor | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distributions paid | $ 200,000 | $ 100,000 | $ 47,000 | ||||||
Stock dividends issued (in shares) | 2,400 | 4,100 | 2,400 | ||||||
Advisor | Prior to Commencement of Offering | |||||||||
Class Of Stock [Line Items] | |||||||||
Aggregate proceeds from public offering | $ 200,000 | ||||||||
Common stock, shares sold | 20,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 794 | $ 98,093 | $ 0 |
US federal corporate tax rate | 21.00% | 35.00% |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ (2,350) | $ (111,000) | |
State | 130 | (16,200) | |
Total current expense | (2,220) | (127,200) | |
Deferred: | |||
Federal | 1,981 | 23,319 | |
State | (555) | 5,788 | |
Total deferred benefit | 1,426 | 29,107 | |
Income tax expense | $ (794) | $ (98,093) | $ 0 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Prepaid and other rent | $ 30,533 | $ 29,107 |
Deferred tax assets | $ 30,533 | $ 29,107 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit computed at federal statutory rate | $ 378,862 | $ 426,453 | |
Impact of REIT election | (379,231) | (511,104) | |
Effect of change in future tax rates | (3,030) | ||
State income tax expense | (425) | (10,412) | |
Income tax expense | $ (794) | $ (98,093) | $ 0 |
Tax benefit computed at federal statutory rate | 21.00% | 35.00% | |
Impact of REIT election | (21.02%) | (41.90%) | |
Effect of change in future tax rates | (0.25%) | ||
State income tax expense | (0.02%) | (0.87%) | |
Income tax expense | (0.04%) | (8.02%) |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Schedule of Selected Unaudited Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Total revenues | $ 2,435,423 | $ 1,906,891 | $ 1,561,661 | $ 1,533,341 | $ 1,130,248 | $ 1,095,696 | $ 1,071,441 | $ 11,430 | $ 7,437,316 | $ 3,308,815 | |||||||||||
Operating loss | (315,904) | (189,005) | (73,634) | (113,972) | (122,817) | (99,164) | (175,188) | (231,794) | (692,515) | (628,963) | $ (312,498) | ||||||||||
Net loss attributable to common stockholders | (606,065) | (458,687) | (350,193) | (390,238) | (365,823) | (307,906) | (391,681) | (251,120) | (1,805,183) | (1,316,530) | (342,447) | ||||||||||
Class A Common Stock (Basic and Diluted): | |||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Net loss attributable to common stockholders | $ (444,392) | $ (87,907) | $ (76,206) | $ (95,926) | $ (105,482) | $ (108,891) | $ (141,410) | $ (93,692) | $ (661,345) | $ (438,710) | $ (242,824) | ||||||||||
Weighted average number of common shares outstanding (basic and diluted) | 3,594,121 | [1] | 879,674 | [1] | 867,723 | [1] | 825,185 | [1] | 769,523 | [1] | 693,354 | [1] | 524,191 | [1] | 383,345 | [1] | 1,547,449 | [1] | 590,225 | [1] | 306,844 |
Loss per share of common stock | $ (0.12) | $ (0.10) | $ (0.09) | $ (0.12) | $ (0.14) | $ (0.16) | $ (0.27) | $ (0.24) | $ (0.43) | $ (0.74) | $ (0.79) | ||||||||||
Class T Common Stock (Basic and Diluted): | |||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Net loss attributable to common stockholders | $ (142,326) | $ (327,896) | $ (246,458) | $ (269,815) | $ (242,753) | $ (189,504) | $ (241,220) | $ (154,012) | $ (1,025,147) | $ (833,933) | $ (91,108) | ||||||||||
Weighted average number of common shares outstanding (basic and diluted) | 1,151,093 | [1] | 3,281,231 | [1] | 2,806,307 | [1] | 2,321,014 | [1] | 1,770,963 | [1] | 1,206,653 | [1] | 894,175 | [1] | 630,143 | [1] | 2,398,691 | [1] | 1,121,944 | [1] | 115,128 |
Loss per share of common stock | $ (0.12) | [2] | $ (0.10) | [2] | $ (0.09) | [2] | $ (0.12) | [2] | $ (0.14) | $ (0.16) | $ (0.27) | $ (0.24) | $ (0.43) | [2] | $ (0.74) | $ (0.79) | |||||
Class I Common Stock (Basic and Diluted): | |||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Net loss attributable to common stockholders | $ (19,347) | $ (42,884) | $ (27,529) | $ (24,497) | $ (17,588) | $ (9,511) | $ (9,051) | $ (3,416) | $ (118,691) | $ (43,887) | $ (8,515) | ||||||||||
Weighted average number of common shares outstanding (basic and diluted) | 156,473 | [1] | 429,142 | [1] | 313,463 | [1] | 210,726 | [1] | 128,308 | [1] | 60,561 | [1] | 33,550 | [1] | 13,978 | [1] | 277,718 | [1] | 59,044 | [1] | 10,760 |
Loss per share of common stock | $ (0.12) | [2] | $ (0.10) | [2] | $ (0.09) | [2] | $ (0.12) | [2] | $ (0.14) | $ (0.16) | $ (0.27) | $ (0.24) | $ (0.43) | [2] | $ (0.74) | $ (0.79) | |||||
[1] | For the purposes of determining the weighted average number of shares of common stock outstanding, stock dividends issued through the October 2018 suspension of stock dividends are treated as if such shares were outstanding as of July 11, 2016 (the date when the Company commenced operations). | ||||||||||||||||||||
[2] | In connection with the close of the Offering effective October 1, 2018, certain underwriting compensation limits were reached and, effective October 31, 2018, each Class T and Class I share automatically converted into a Class A share pursuant to the terms of the Company’s charter. As such, there were no Class T or Class I shares outstanding as of December 31, 2018. |
Selected Quarterly Financial _4
Selected Quarterly Financial Data (Unaudited) - Schedule of Selected Unaudited Quarterly Financial Data (Parenthetical) (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class T Common Stock | |||
Selected Quarterly Financial Information [Line Items] | |||
Common stock, shares outstanding | 0 | 2,049,223 | 308,587 |
Class I Common Stock | |||
Selected Quarterly Financial Information [Line Items] | |||
Common stock, shares outstanding | 0 | 160,490 | 8,454 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event $ in Millions | 1 Months Ended |
Mar. 20, 2019USD ($) | |
Subsequent Event [Line Items] | |
Reduction in AUM fee percentage of average invested assets | 0.40% |
Expense Support Agreement | |
Subsequent Event [Line Items] | |
Agreement effective termination date | Apr. 1, 2019 |
Sale Agreement | Subsidiary of HCP, Inc. | |
Subsequent Event [Line Items] | |
Amount placed by buyer in escrow | $ 0.3 |
Additional amount due from buyer | $ 0.3 |
Buyer on or before the end of inspection period | Apr. 5, 2019 |
Non-refundable deposit | $ 0.6 |
MOB | Sale Agreement | Subsidiary of HCP, Inc. | |
Subsequent Event [Line Items] | |
Gross sales price of properties | $ 15.4 |
Schedule III-Real Estate And _2
Schedule III-Real Estate And Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 24,500 | |||
Initial Costs, Land & Land Improvements | 4,413 | |||
Initial Costs, Building and Building Improvements | 49,197 | |||
Costs Capitalized Subsequent to Acquisition, Land & Land Improvements | 44 | |||
Gross Amounts at which Carried at Close of period, Land & Land Improvements | [1] | 4,457 | ||
Gross Amounts at which Carried at Close of period, Building & Building Improvements | [1] | 49,197 | ||
Total | 53,654 | [1] | $ 30,792 | |
Accumulated Depreciation | (1,349) | $ (369) | ||
Summer Vista Assisted Living | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | 13,900 | ||
Initial Costs, Land & Land Improvements | [2] | 2,269 | ||
Initial Costs, Building and Building Improvements | [2] | 17,612 | ||
Costs Capitalized Subsequent to Acquisition, Land & Land Improvements | [2] | 33 | ||
Gross Amounts at which Carried at Close of period, Land & Land Improvements | [1],[2] | 2,302 | ||
Gross Amounts at which Carried at Close of period, Building & Building Improvements | [1],[2] | 17,612 | ||
Total | [1],[2] | 19,914 | ||
Accumulated Depreciation | [2] | $ (862) | ||
Date of Construction | [2] | 2016 | ||
Date Acquired | [2] | Mar. 31, 2017 | ||
Mid America Surgery Institute | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | $ 5,600 | ||
Initial Costs, Land & Land Improvements | [2] | 381 | ||
Initial Costs, Building and Building Improvements | [2] | 10,497 | ||
Gross Amounts at which Carried at Close of period, Land & Land Improvements | [1],[2] | 381 | ||
Gross Amounts at which Carried at Close of period, Building & Building Improvements | [1],[2] | 10,497 | ||
Total | [1],[2] | 10,878 | ||
Accumulated Depreciation | [2] | $ (295) | ||
Date of Construction | [2] | 2007 | ||
Date Acquired | [2] | Dec. 27, 2017 | ||
The Crossings at Riverview | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | $ 5,000 | ||
Initial Costs, Land & Land Improvements | [2] | 1,763 | ||
Initial Costs, Building and Building Improvements | [2] | 21,088 | ||
Costs Capitalized Subsequent to Acquisition, Land & Land Improvements | [2] | 11 | ||
Gross Amounts at which Carried at Close of period, Land & Land Improvements | [1],[2] | 1,774 | ||
Gross Amounts at which Carried at Close of period, Building & Building Improvements | [1],[2] | 21,088 | ||
Total | [1],[2] | 22,862 | ||
Accumulated Depreciation | [2] | $ (192) | ||
Date of Construction | [2] | 2015 | ||
Date Acquired | [2] | Aug. 31, 2018 | ||
[1] | The aggregate cost for federal income tax purposes is approximately $59.5 million. | |||
[2] | Buildings and building improvements are depreciated over 39 and 15 years, respectively. |
Schedule III-Real Estate And _3
Schedule III-Real Estate And Accumulated Depreciation Transactions in Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Real Estate gross carrying value, Beginning Balance | $ 30,792 | ||
Acquisitions | 22,851 | $ 30,759 | |
Improvements | 11 | 33 | |
Real Estate gross carrying value, Ending Balance | 53,654 | [1] | 30,792 |
Real Estate accumulated depreciation, Beginning Balance | (369) | ||
Depreciation | (980) | (369) | |
Real Estate accumulated depreciation, Ending Balance | $ (1,349) | $ (369) | |
[1] | The aggregate cost for federal income tax purposes is approximately $59.5 million. |
Schedule III-Real Estate And _4
Schedule III-Real Estate And Accumulated Depreciation (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |
Aggregate cost for federal income tax purpose | $ 59.5 |
Building | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |
Buildings and improvements useful life | 39 years |
Building Improvements | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |
Buildings and improvements useful life | 15 years |