Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 28, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | LTC PROPERTIES INC | |
Entity Central Index Key | 887,905 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 39,221,681 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Real estate investments: | ||
Land | $ 113,746 | $ 106,741 |
Buildings and improvements | 1,168,370 | 1,082,675 |
Accumulated depreciation and amortization | (260,971) | (246,170) |
Operating real estate property, net | 1,021,145 | 943,246 |
Properties held-for-sale, net of accumulated depreciation and amortization: 2016—$5,248; 2015—$5,095 | 4,022 | 4,175 |
Real estate property investments, net | 1,025,167 | 947,421 |
Mortgage loans receivable, net of loan loss reserve: 2016—$2,346; 2015—$2,190 | 232,897 | 217,529 |
Real estate investments, net | 1,258,064 | 1,164,950 |
Investment in unconsolidated joint ventures | 24,036 | 24,042 |
Investments, net | 1,282,100 | 1,188,992 |
Other assets: | ||
Cash and cash equivalents | 17,756 | 12,942 |
Debt issue costs related to bank borrowings | 2,375 | 2,865 |
Interest receivable | 7,087 | 4,536 |
Straight-line rent receivable, net of allowance for doubtful accounts: 2016—$880; 2015—$833 | 47,373 | 42,685 |
Prepaid expenses and other assets | 21,119 | 21,443 |
Notes receivable | 2,315 | 1,961 |
Total assets | 1,380,125 | 1,275,424 |
LIABILITIES | ||
Bank borrowings | 122,000 | 120,500 |
Senior unsecured notes, net of debt issue costs: 2016—$1,066; 2015—$1,095 | 484,734 | 451,372 |
Accrued interest | 4,046 | 3,974 |
Accrued incentives and earn-outs | 13,717 | 12,722 |
Accrued expenses and other liabilities | 24,885 | 27,654 |
Total liabilities | 649,382 | 616,222 |
Stockholders' equity: | ||
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2016—39,069; 2015—37,548 | 391 | 375 |
Capital in excess of par value | 829,228 | 758,676 |
Cumulative net income | 970,366 | 928,328 |
Accumulated other comprehensive income | 13 | 47 |
Cumulative distributions | (1,069,255) | (1,028,224) |
Total equity | 730,743 | 659,202 |
Total liabilities and equity | $ 1,380,125 | $ 1,275,424 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Properties held-for-sale, accumulated depreciation | $ 5,248 | $ 5,095 |
Mortgage loans receivable, loan loss reserve | 2,346 | 2,190 |
Straight-line rent receivable, allowance for doubtful accounts | $ 880 | $ 833 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 39,069,000 | 37,548,000 |
Common stock, shares outstanding | 39,069,000 | 37,548,000 |
Senior Unsecured Debt | ||
Debt issue costs, net | $ 1,066 | $ 1,095 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Rental income | $ 33,072 | $ 27,116 | $ 64,952 | $ 53,794 |
Interest income from mortgage loans | 6,811 | 5,053 | 13,389 | 9,660 |
Interest and other income | 113 | 218 | 259 | 413 |
Total revenues | 39,996 | 32,387 | 78,600 | 63,867 |
Expenses: | ||||
Interest expense | 6,750 | 3,854 | 12,750 | 7,620 |
Depreciation and amortization | 8,907 | 6,977 | 17,468 | 13,756 |
Provision for doubtful accounts | 118 | 429 | 202 | 432 |
Acquisition costs | 4 | 14 | 94 | 62 |
General and administrative expenses | 4,117 | 3,938 | 8,400 | 7,386 |
Total expenses | 19,896 | 15,212 | 38,914 | 29,256 |
Operating income | 20,100 | 17,175 | 39,686 | 34,611 |
Income from unconsolidated joint ventures | 278 | 753 | 550 | 869 |
Gain on sale of real estate, net | 1,802 | 1,802 | ||
Net income | 22,180 | 17,928 | 42,038 | 35,480 |
Income allocated to participating securities | (105) | (126) | (206) | (249) |
Income allocated to preferred stockholders | (818) | (1,636) | ||
Net income available to common stockholders | $ 22,075 | $ 16,984 | $ 41,832 | $ 33,595 |
Earnings per common share | ||||
Basic (in dollars per share) | $ 0.58 | $ 0.48 | $ 1.11 | $ 0.95 |
Diluted (in dollars per share) | $ 0.58 | $ 0.48 | $ 1.11 | $ 0.94 |
Weighted average shares used to calculate earnings per common share | ||||
Basic (in shares) | 37,969 | 35,299 | 37,707 | 35,288 |
Diluted (in shares) | 38,164 | 37,311 | 37,720 | 37,302 |
Dividends per share declared (in dollars per share) | $ 0.54 | $ 0.51 | $ 1.08 | $ 1.02 |
Dividends paid per common share (in dollars per share) | $ 0.54 | $ 0.51 | $ 1.08 | $ 1.02 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 22,180 | $ 17,928 | $ 42,038 | $ 35,480 |
Reclassification adjustment (Note 6) | (5) | (8) | (33) | (17) |
Comprehensive income | $ 22,175 | $ 17,920 | $ 42,005 | $ 35,463 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | |
OPERATING ACTIVITIES: | ||
Net income | $ 42,038 | $ 35,480 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 17,468 | 13,756 |
Stock-based compensation expense | 2,019 | 2,081 |
Gain on sale of assets, net | (1,802) | |
Income from unconsolidated joint ventures | (550) | (869) |
Income distribution from unconsolidated joint ventures | 1,027 | |
Straight-line rental income | (5,454) | (4,453) |
Amortization of lease incentive | 977 | 735 |
Provision for doubtful accounts | 202 | 432 |
Non-cash interest related to contingent liabilities | 315 | 109 |
Other non-cash items, net | 605 | 445 |
Increase in interest receivable | (2,551) | (1,532) |
Decrease in accrued interest payable | 72 | 18 |
Net change in other assets and liabilities | (3,532) | (2,243) |
Net cash provided by operating activities | 50,834 | 43,959 |
INVESTING ACTIVITIES: | ||
Investment in real estate properties | (67,896) | (14,357) |
Investment in real estate developments | (26,331) | (7,806) |
Investment in real estate capital improvements | (4,087) | (5,949) |
Capitalized interest | (942) | (297) |
Proceeds from sale of real estate investments, net | 8,474 | |
Investment in real estate mortgage loans receivable | (17,128) | (52,847) |
Principal payments received on mortgage loans receivable | 1,598 | 3,482 |
Investment in unconsolidated joint ventures | (480) | (20,143) |
Payment of working capital reserve | (1,434) | |
Advances under notes receivable | (414) | (1,254) |
Principal payments received on notes receivable | 60 | |
Net cash used in investing activities | (108,580) | (99,171) |
FINANCING ACTIVITIES: | ||
Bank borrowings | 77,500 | 82,000 |
Repayment of bank borrowings | (76,000) | (1,500) |
Proceeds from issuance of senior unsecured notes | 37,500 | |
Principal payments on senior unsecured notes | (4,167) | (4,167) |
Proceeds from issuance of common stock, net | 70,885 | |
Stock option exercises | 159 | 79 |
Distributions paid to stockholders | (41,031) | (37,883) |
Financing costs paid | (112) | (165) |
Other | (2,174) | (338) |
Net cash provided by financing activities | 62,560 | 38,026 |
Increase (decrease) in cash and cash equivalents | 4,814 | (17,186) |
Cash and cash equivalents, beginning of period | 12,942 | 25,237 |
Cash and cash equivalents, end of period | 17,756 | 8,051 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 12,047 | 7,145 |
Contingent Liabilities related to real estate investments | $ 2,000 | |
Mortgage loan receivable applied against purchase price to acquire real estate (Note 2) | 10,600 | |
Reclassification of pre-development loans (Note 7) | $ 316 |
General
General | 6 Months Ended |
Jun. 30, 2016 | |
General | |
General | 1. Genera l LTC Properties, Inc., a health care real estate investment trust (or REIT), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending. We conduct and manage our business as one operating segment, rather than multiple operating segments, for internal reporting and internal decision making purposes. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our primary seniors housing and health care property classifications include skilled nursing centers (or SNF), assisted living communities (or ALF), independent living communities (or ILF), memory care communities (or MC) and combinations thereof. To meet these objectives, we attempt to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator, property classification and form of investment. We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (or SEC). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (or GAAP) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2016 and 2015 are not necessarily indicative of the results for a full year. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation, including changes as a result of the application of accounting guidance for properties classified as held-for-sale. No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. New Accounting Pronouncements. In August 2014, the FASB issued FASB ASU No. 2014-15, Presentation of Financial Statements— Going Concern (Subtopic 205-40) : Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update define management’s responsibility under GAAP to evaluate when and how substantial doubt about the organization’s ability to continue as a going concern should be disclosed in the financial statement footnotes. This ASU expands disclosure requirements about principal conditions or events that raise substantial doubt. It also requires disclosing management’s evaluation of the significance of those conditions or events in relationship to the organization’s ability to meet its obligations, and management’s plans that are intended to either alleviate substantial doubt or to mitigate conditions or events that raise substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements or Disclosures. In February 2015, FASB issued ASU No. 2015-02 (or ASU 2015-02), Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 amends the consolidation guidance for variable interest entities and voting interest entities, among other items, by eliminating the consolidation model previously applied to limited partnerships, emphasizing the risk of loss when determining a controlling financial interest and reducing the frequency of the application of related-party guidance when determining a controlling financial interest. ASU 2015-02 is effective for periods beginning after December 15, 2015, for public companies. The adoption of this ASU did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update (or ASU) No. 2016-02 (or ASU 2016-02), Leases (Topic 842) . ASU 2016-02 modifies existing guidance for off-balance sheet treatment of a lessees’ operating leases by requiring lessees to recognize lease assets and lease liabilities. Under ASU 2016-02, lessor accounting is largely unchanged. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effects of this ASU on our consolidated financial statements. In March 2016, FASB issued ASU No. 2016-07 (or ASU 2016-07), Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. ASU 2016-07 eliminates retroactive adjustment of an investment upon an investment qualifying for the equity method of accounting and requires the equity method investor to adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. ASU 2016-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the effects of this ASU on our consolidated financial statements. In March 2016, FASB issued ASU No. 2016-09 (or ASU 2016-09), Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 addresses several aspects of the accounting for share-based payment award transactions, including: ( a ) income tax consequences; ( b ) classification of awards as either equity or liabilities; and ( c ) classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effects of this ASU on our consolidated financial statements. |
Real Estate Investments
Real Estate Investments | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate Investments | |
Real Estate Investments | 2. Real Estate Investments Assisted living communities, independent living communities, memory care communities and combinations thereof are included in the assisted living property classification (or collectively ALF). Range of care communities (or ROC) property classification consists of properties providing skilled nursing and any combination of assisted living, independent living and/or memory care services. Any reference to the number of properties, number of units, number of beds, and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board. Owned Properties. The following table summarizes our investments in owned properties at June 30, 2016 (dollar amounts in thousands) : Average Percentage Number Number of Investment Gross of of SNF ALF per Type of Property Investments Investments Properties (1) Beds Units Bed/Unit Assisted Living $ % — $ Skilled Nursing % — $ Range of Care % $ Under Development (2) % — — — — Other (3) % — — Totals $ % (1) We own properties in 28 states that are leased to 28 different operators. (2) Represents five development projects consisting of three memory care communities with a total of 198 units, a 108 -unit independent living community and an 89 -unit combination assisted living and memory care community. (3) Includes one school, three parcels of land held-for-use, and one behavioral health care hospital. The behavioral health care hospital has two licensed skilled nursing beds and 116 acute care hospital beds which represents a $78.39 investment per bed. Owned properties are leased pursuant to non-cancelable operating leases generally with an initial term of 10 to 15 years. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Many of the leases contain renewal options. The leases provide for fixed minimum base rent during the initial and renewal periods. The majority of our leases contain provisions for specified annual increases over the rents of the prior year that are generally computed in one of four ways depending on specific provisions of each lease: (i) a specified percentage increase over the prior year’s rent, generally between 2.0% and 3.0% ; (ii) a calculation based on the Consumer Price Index; (iii) as a percentage of facility net patient revenues in excess of base amounts; or (iv) specific dollar increases. Acquisitions and Development: The following table summarizes our acquisitions for the six months ended June 30, 2016 (dollar amounts in thousands) : Total Number Number Purchase Transaction Acquisition of of Type of Property Price Costs (1) Costs Properties Beds/Units Skilled Nursing (2) $ $ $ Assisted Living (3) Totals $ $ $ (1) Represents cost associated with our acquisitions; however, depending on the accounting treatment of our acquisitions, transaction costs may be capitalized to the properties’ basis and, for our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Additionally, transaction costs may include costs related to the prior year due to timing and terminated transactions. (2) We acquired a newly constructed 126 -bed skilled nursing center in Texas. (3) We acquired a newly constructed memory care community in Kentucky for $14,250 including a $2,000 holdback, a newly constructed assisted living and memory care community in Georgia for $14,300 and two memory care communities in Kansas for an aggregate purchase price of $25,000 . The following table summarizes our acquisitions for the six months ended June 30, 2015 (dollar amounts in thousands) : Total Number Number Purchase Transaction Acquisition of of Type of Property Price Costs Costs Properties Beds/Units Skilled Nursing (1) $ $ — $ Land (2) — — Totals $ $ $ (1) We purchased and equipped the property by exercising our purchase option under a $10,600 mortgage and construction loan. (2) We acquired parcels of land and entered into three development commitments in an amount not to exceed $42,922 , including the land purchases, for the development of a MC, an ILF and a combination ALF and MC. Additionally, we acquired land and existing improvements on a MC and entered a development commitment up to $12,182 to complete the development of the property. The following table summarizes our investment in development and improvement projects for the six months ended June 30, 2016 and 2015 (in thousands) : Six months ended June 30, 2016 Six months ended June 30, 2015 Expansion, Expansion, Renovation and Renovation and Development Improvements Development Improvements Assisted Living Communities $ $ $ $ Skilled Nursing Centers — $ $ $ $ The following table summarizes our completed projects during the six months ended June 30, 2016 (dollar amounts in thousands): Number Number of Type of of Type of Project Properties Property Beds/Units State Total Funding Development 1 ALF 66 Illinois $ Development 1 ALF 56 Texas 2 122 $ During the six months ended June 30, 2016 , we sold a 48 -unit assisted living community located in Florida for $1,750,000 which was previously written down to its estimated sale price in the fourth quarter of 2015. Additionally, we sold two skilled nursing centers in Texas for an aggregate price of $6,750,000 . As a result of this sale, we recognized a net gain on sale of $1,802,000 . Subsequent to June 30, 2016, we sold a school in New Jersey for $3,850,000 and recorded a net loss on sale in the amount of $192,000 . Mortgage Loans. The following table summarizes our investments in mortgage loans secured by first mortgages at June 30, 2016 (dollar amounts in thousands) : Percentage Number Number Number of Investment Gross of of of SNF ALF per Type of Property Investments Investments Loans Properties (1) Beds Units Bed/Unit Skilled Nursing $ % — $ Assisted Living % — $ Other (2) % — — — — Totals $ % (1) We have investments in properties located in seven states that include mortgages to 1 0 different operators. (2) Includes a parcel of land secured under a short-term mortgage loan. At June 30, 2016 , the mortgage loans had interest rates ranging from 7.3% to 13.8% and maturities ranging from 2016 to 2045. In addition, some loans contain certain guarantees, provide for certain facility fees and generally have 20 -year to 30 -year amortization schedules. The majority of the mortgage loans provide for annual increases in the interest rate based upon a specified increase of 10 to 25 basis points. During the six months ended June 30, 2016 , we received $645,000 plus accrued interest from the payoff of three mortgage loans secured by three skilled nursing centers. During the same period in 2015, we received $2,487,000 plus accrued interest related to the payoff of two mortgage loans secured by a skilled nursing center and a range of care community. During the six months ended June 30, 2016 and 2015 , we received $953,000 and $995,000 , respectively, in regularly scheduled principal payments. The following table summarizes our mortgage loan origination and funding for the six months ended June 30, 2016 and 2015 (in thousands): Six months ended June 30, 2016 2015 Origination/Funding Origination/Funding Skilled Nursing Centers $ $ Duri ng the six months ended June 30, 2015, we purchased and equipped a 106 -bed skilled nursing center in Wisconsin f or a total of $13,946,000 by exercising our purchase option under a $10,600,000 mortgage and construction loan. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Ventures | 6 Months Ended |
Jun. 30, 2016 | |
Investment in Unconsolidated Joint Ventures | |
Investment in Unconsolidated Joint Ventures | 3. Investment in Unconsolidated Joint Ventures During 2015, we made a preferred equity investment in an entity (the JV) that owns four Arizona properties providing independent, assisted living and memory care services. At closing, we provided an initial preferred capital contribution of $20,143,000 and have committed to provide an additional preferred capital contribution of $5,507,000 for a total preferred capital contribution of $25,650,000 . As the preferred member of the JV, we are entitled to receive a 15% preferred return, a portion of which is paid in cash and a portion of which is deferred if the cash flow of the JV is insufficient to pay all of the accrued preferred return. The unpaid accrued preferred return will be accrued to the extent of the common member’s capital account balance in the underlying JV (as determined in accordance with GAAP). We did not accrue the deferred portion of the preferred return during the six months ended June 30, 2016. We continue to evaluate our claim on the estimated net assets of the underlying joint venture quarterly. Any unpaid accrued preferred return, whether recorded or unrecorded by us, is due and payable upon redemption. The JV is intended to be self-financing and other than our preferred capital contributions, we are not required to provide any direct support and we are not entitled to share in the JV’s earnings or losses. As a result, we believe our maximum exposure to loss due to our investment in the JV would be limited to our preferred capital contributions plus any unpaid accrued preferred return. We have concluded that the JV meets the accounting criteria to be considered as a variable interest entity (or VIE). However, because we do not control the entity, nor do we have any role in the day-to-day management, we are not the primary beneficiary of the JV. Therefore, we account for our JV investment using the equity method. During the second quarter of 2016, we provided an additional preferred capital contribution of $480,000 . Accordingly, we have a remaining preferred capital contribution commitment of $5,027,000 . During the six months ended June 30, 2016, we recognized $ 550,000 in income and received $1,027,000 of cash from our preferred equity investment in the JV. Also, during 2015, we originated a $2,900,000 mezzanine loan to develop a 99 -unit combination ALF, MC and ILF community. The loan matures on November 1, 2020 and bears interest at 10% for the first two years escalating to 12% until November 1, 2018 and, 15% thereafter. Interest is deferred for a period ending on the earlier of February 1, 2017 or the effective date of the certificate of occupancy. During this period, the borrower is not required to pay any interest; however, the unpaid deferred interest accrues to the loan principal balance. In addition to the interest payments, the borrower is required to make cash flow participation payments. We have evaluated this acquisition, development and construction (or ADC) arrangement and determined that the characteristics are similar to a jointly-owned investment or partnership, and accordingly, the investment is accounted for as an unconsolidated joint venture under the equity method of accounting instead of loan accounting. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2016 | |
Notes Receivable | |
Notes Receivable | 4. Notes Receivable Notes receivable consists of various loans and line of credit agreements. The following table summarizes our notes receivable activities for the six months ended June 30, 2016 and 2015 (dollar amounts in thousands): Six months ended June 30, 2016 2015 Advances under notes receivable $ $ Principal payments received under notes receivable - Reclassed to real estate under development - Net increase in notes receivable $ $ At June 30, 2016 , we had six loans and line of credit agreements with on-going commitments totaling $2,525,000 . As of June 30, 2016 , we have remaining commitments of $2,228,000 under these agreements. |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2016 | |
Debt Obligations | |
Debt Obligations | 5. Debt Obligations The following table sets forth information regarding debt obligations by component as of June 30, 2016 and December 31, 2015 ( dollar amounts in thousands): At June 30, 2016 At December 31, 2015 Applicable Available Available Interest Outstanding for Outstanding for Debt Obligations Rate (1) Balance Borrowing Balance Borrowing Bank borrowings 1.96% $ $ $ $ Senior unsecured notes, net of debt issue cost 4.60% Total 4.07% $ $ (1) Represents weighted average of interest rate as of June 30, 2016 . Bank Borrowings. We have an Unsecured Credit Agreement that provides for a revolving line of credit up to $600,000,000 . The Unsecured Credit Agreement matures on October 14, 2018 and provides for a one -year extension option at our discretion, subject to customary conditions. Based on our leverage at June 30, 2016 , the facility provides for interest annually at LIBOR plus 150 basis points and an unused commitment fee of 35 basis points. During the six months ended June 30, 2016 and 2015 we borrowed $77,500,000 and $82,000,000 , respectively, under our Unsecured Credit Agreement. Additionally, we repaid $76,000,000 and $1,500,000 , respectively, under our unsecured revolving line of credits. At June 30, 2016 , we were in compliance with all covenants. Subsequent to June 30, 2016, we repaid $41,000,000 under our unsecured revolving line of credit. Accordingly, we have $81,000,000 outstanding under our unsecured revolving line of credit with $519,000,000 available for borrowing. Senior Unsecured Notes. During the three months ended June 30, 2016, we sold $37,500,000 senior unsecured term notes to affiliates and managed accounts of Prudential Investment Management, Inc. (or Prudential) with an annual fixed rate of 4.15% . The notes have an average 10 -year life, scheduled principal payments and will mature in 2028. Additionally, we amended our agreement with AIG Asset Management (U.S.) LLC (or AIG) which provides for the possible issuance of up to an additional $40,000,000 unsecured notes. Subsequent to June 30, 2016, we sold $40,000,000 senior unsecured term notes to affiliated insurance company investment advisory clients of AIG with a coupon of 3.99% . The notes have an average 10 -year life, fixed interest rate and will mature in 2031. Subsequent to June 30, 2016, we paid $12,500,000 in regular scheduled principal payments to Prudential. Accordingly, we have $12,500,000 available under our shelf agreement with Prudential. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity | |
Equity | 6. Equity Equity activity was as follows (in thousands) : Total Equity Balance at December 31, 2015 $ Net income Proceeds from common stock offering, net of offering costs Stock-based compensation expense Stock option exercise Reclassification adjustment Common stock dividends Other Balance at June 30, 2016 $ Preferred Stock. We had 2,000,000 shares of our 8.5% Series C Cumulative Convertible Preferred Stock (or Series C preferred stock) outstanding. Our Series C preferred stock was convertible into 2,000,000 shares of our common stock at $19.25 per share and dividends were payable quarterly. During 2015, the sole holder of our Series C Preferred stock elected to convert all of its preferred shares into 2,000,000 shares of common stock. Accordingly, we had no preferred stock outstanding as of June 30, 2016. Common Stock. During 2015 , we entered into equity distribution agreements to issue and sell, from time to time, up to $200,000,000 in aggregate offering price of our common shares. Sales of common shares are made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings. During the six months ended June 30, 2016 , we sold 1,490,394 shares of common stock for $70,885,000 in net proceeds under our equity distribution agreements. In conjunction with the sale of common stock, we reclassified $322,000 of accumulated costs associated with the equity distribution agreements to additional paid in capital. At June 30, 2016 , we had $127,853,000 available under these agreements. Subsequent to June 30, 2016, we sold 152,623 shares of common stock for $7,715,000 in net proceeds under our equity distribution agreements. Accordingly, we have approximately $120,000,000 available under these agreements. Also, during the six months ended June 30, 2016 and 2015 , we acquired 49,094 shares and 4,609 shares respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Available Shelf Registrations. We had an automatic shelf registration statement which was filed in 2013 and provided us with the capacity to publicly offer up to $800,000,000 in common stock, preferred stock, warrants, debt, depositary shares, or units. In advance of the three -year expiration of the automatic shelf registration statement we filed in 2013, we filed a new automatic shelf registration statement with the SEC on January 29, 2016 to provide us with additional capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under the automatic registration statement we filed in 2016 (until its expiration on January 29, 2019) in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Distributions. We declared and paid the following cash dividends (in thousands) : Six Months Ended June 30, 2016 June 30, 2015 Declared Paid Declared Paid Preferred Stock Series C $ — $ — $ $ Common Stock (1) (1) (2) (2) Total $ $ $ $ (1) Represents $0.18 per share per month for the six months ended June 30, 2016 . (2) Represents $0.17 per share per month for the six months ended June 30, 2015 . In July 2016 , we declared a monthly cash dividend of $0.18 per share on our common stock for the months of July , August and September , payable on July 29 , August 31 , and September 30 , 2016, respectively, to stockholders of record on July 21 , August 23 , and September 22 , 2016, respectively. Accumulated Other Comprehensive Income. At June 30, 2016 and December 31, 2015 , accumulated comprehensive income of $13,000 and $47,000 , respectively, represents the net unrealized holding gains on available-for-sale REMIC Certificates recorded in 2005 when we repurchased the loans in the underlying loan pool. This amount is being amortized to increase interest income over the remaining life of the loans that we repurchased from the REMIC Pool. Stock-Based Compensation . During 2015, we adopted and our shareholders approved the 2015 Equity Participation Plan (or the 2015 Plan) which replaces the 2008 Equity Participation Plan (or the 2008 Plan). Under the 2015 Plan, 1,400,000 shares of common stock have been reserved for awards, including nonqualified stock option grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2015 Plan are set by our compensation committee at its discretion. During the six months ended June 30, 2016 and 2015 , no stock options were granted. The stock options exercised during the six months ended June 30, 2016 and 2015 were as follows: Weighted Average Options Exercise Option Market Exercised Price Value Value (1) 2016 $ $ $ 2015 $ $ $ (1) As of the exercise date. At June 30, 2016 , we had 33,334 stock options outstanding of which 28,334 stock options are exercisable. Compensation expense related to the vesting of stock options was $8,000 for each of the six months ended June 30, 2016 and 2015. At June 30, 2016, we had 5,000 unvested stock options. The remaining compensation expense to be recognized related to the future service period of unvested outstanding stock options for 2016 and 2017 is $7,000 and $3,000 , respectively. During the six months ended June 30, 201 5 , we cancelled 640 shares of restricted stock under the 2008 Plan. During the six months ended June 30, 2016 and 2015 , we granted restricted stock and performance based stock units for a total of 127,087 and 92,150 shares, respectively, under the 2015 Plan and 2008 Plan as follows: Price per Year No. of Shares Share Vesting Period 2016 $ ratably over 3 years $ TSR targets (1) $ June 1, 2017 2015 $ ratably over 3 years $ ratably over 3 years $ June 2, 2016 (1) Vesting is based on achieving certain total shareholder return (or TSR) targets in 3.7 years with acceleration opportunity in 2.7 years. Compensation expense recognized related to the vesting of restricted common stock for the six months ended June 30, 2016 was $2,012,000 , compared to $2,073,000 for the same period in 2015. At June 30, 2016 , the total number of restricted common shares that are scheduled to vest and remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock are as follows: Number Remaining of Compensation Vesting Date Awards Expense 2016 $ 2017 2018 2019 (1) $ (1) Includes 54,107 performance based stock units. The performance based stock units are valued utilizing a lattice-binomial option pricing model based on Monte Carlo simulations. The company recognizes the fair value of the awards over the applicable vesting period as compensation expense . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 7. Commitments and Contingencies At June 30, 2016 , we had commitments as follows (in thousands) : Total Investment 2016 Commitment Remaining Commitment Funding Funded Commitment Real estate properties (See Note 2) $ (1) $ $ $ Accrued incentives and earn-out liabilities (2) Lease incentives Mortgage loans (See Note 2) (1) Joint venture investments (See Note 3) Notes receivable (See Note 4) Totals $ $ $ $ (1) Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. (2) During the three and six months ended June 30, 2016 , we recorded non ‑cash interest expense of $315,000 related to these contingent liabilities and the fair value of our contingent payments was $13,717,000 at June 30, 2016. We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims. |
Major Operators
Major Operators | 6 Months Ended |
Jun. 30, 2016 | |
Major Operators | |
Major Operators | 8. Major Operators We have four operators from each of which we derive approximately 10% or more of our combined rental revenue and interest income from mortgage loans. The following table sets forth information regarding our major operators as of June 30, 2016 : Number of Number of Percentage of SNF ALF ROC SNF ALF Total Total Operator Centers Communities Communities Beds Units Revenue (1) Assets Prestige Healthcare (2) — % % Senior Lifestyle Corporation (2) — — — % % Brookdale Senior Living (3) — — — % % Senior Care Centers (2) — — — % % Totals % % (1) Includes rental income and interest income from mortgage loans. (2) A privately held company. (3) A subsidiary of Brookdale Senior Living, Inc. Our financial position and ability to make distributions may be adversely affected if Prestige Healthcare, Senior Lifestyle Corporation, Brookdale Senior Living, Senior Care Centers or any of our lessees and borrowers face financial difficulties, including any bankruptcies, inability to emerge from bankruptcy, insolvency or general downturn in business of any such operator, or in the event any such operator does not renew and/or extend its relationship with us. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings per Share | |
Earnings per Share | 9. Earnings per Share The following table sets forth the computation of basic and diluted net income per share ( in thousands, except per share amounts ): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Net income $ $ $ $ Less net income allocated to participating securities: Non-forfeitable dividends on participating securities Income allocated to participating securities — — Total net income allocated to participating securities Less net income allocated to preferred stockholders: Preferred stock dividends — — Total net income allocated to preferred stockholders — — Net income available to common stockholders Effect of dilutive securities: Participating securities — — — Convertible preferred securities — — Total effect of dilutive securities — Net income for diluted net income per share $ $ $ $ Shares for basic net income per share Effect of dilutive securities: Stock options Participating securities — — Convertible preferred securities — — Total effect of dilutive securities Shares for diluted net income per share Basic net income per share $ $ $ $ Diluted net income per share $ $ $ $ |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 10. Fair Value Measurements In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not elect the fair value option for any of our financial assets and financial liabilities. The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities. The carrying value and fair value of our financial instruments as of June 30, 2016 and December 31, 2015 assuming election of fair value for our financial assets and financial liabilities were as follows ( in thousands ): At June 30, 2016 At December 31, 2015 Carrying Fair Carrying Fair Value Value Value Value Mortgage loans receivable $ $ (1) $ $ (1) Bank borrowings (2) (2) Senior unsecured notes, net of debt issue costs (3) (3) Accrued incentives and earn-outs (4) (4) (1) Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at June 30, 2016 and December 31, 2015 was 9.1% and 8.9% , respectively. (2) Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at June 30, 2016 and December 31, 2015 based upon prevailing market interest rates for similar debt arrangements. (3) Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At June 30, 2016 , the discount rate used to value our future cash outflow of our senior unsecured notes was 3.55% for those maturing before year 2026 and 3.75% for those maturing at or beyond year 2026. At December 31, 2015 , the discount rate used to value our future cash outflow of our senior unsecured notes was 4.35% for those maturing before year 2026 and 4.65% for those maturing at or beyond year 2026. (4) Our accrued incentives and earn-outs are classified as Level 3. We estimated the fair value of the contingent earn ‑out payments using a discounted cash flow analysis. The discount rate that we use consists of a risk ‑free U.S. Treasury rate plus a company specific credit spread which we believe is acceptable by willing market participants. At June 30, 2016 and December 31, 2015 , the discount rate used to value our accrued incentives and earn-outs was 6.1% . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events | |
Subsequent Events | 11. Subsequent Events Subsequent to June 30, 2016 the following events occurred: Real Estate Investments: We sold a school in New Jersey for $3,850,000 and recorded a net loss on sale in the amount of $192,000 . Debt Obligations: We paid $41,000,000 under our unsecured revolving line of credit. Accordingly, we have $81,000,000 outstanding under our unsecured revolving line of credit with $519,000,000 available for borrowing. Also, we sold $40,000,000 senior unsecured term notes to affiliated insurance company investment advisory clients of AIG with a coupon of 3.99% . These notes have periodic scheduled principal repayments with an average 1 0 -year final life and will mature in 2031. Also, we paid $12,500,000 in regular scheduled principal payments to Prudential. Accordingly, we have $12,500,000 available under our shelf agreement with Prudential. Equity: We declared a monthly cash dividend of $0.18 per share on our common stock for the months of July, August and September , payable on July 29, August 31, and September 30, 2016, respectively, to stockholders of record on July 21, August 23, and September 22, 2016, respectively. Additionally, we sold 152,623 shares of common stock for $7,715,000 in net proceeds under our equity distribution agreements. Accordingly, we have approximately $120,000,000 available under these agreements. |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
General | |
Reclassifications | Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation, including changes as a result of the application of accounting guidance for properties classified as held-for-sale. |
Impact of New Accounting Pronouncement | New Accounting Pronouncements. In August 2014, the FASB issued FASB ASU No. 2014-15, Presentation of Financial Statements— Going Concern (Subtopic 205-40) : Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update define management’s responsibility under GAAP to evaluate when and how substantial doubt about the organization’s ability to continue as a going concern should be disclosed in the financial statement footnotes. This ASU expands disclosure requirements about principal conditions or events that raise substantial doubt. It also requires disclosing management’s evaluation of the significance of those conditions or events in relationship to the organization’s ability to meet its obligations, and management’s plans that are intended to either alleviate substantial doubt or to mitigate conditions or events that raise substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements or Disclosures. In February 2015, FASB issued ASU No. 2015-02 (or ASU 2015-02), Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 amends the consolidation guidance for variable interest entities and voting interest entities, among other items, by eliminating the consolidation model previously applied to limited partnerships, emphasizing the risk of loss when determining a controlling financial interest and reducing the frequency of the application of related-party guidance when determining a controlling financial interest. ASU 2015-02 is effective for periods beginning after December 15, 2015, for public companies. The adoption of this ASU did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update (or ASU) No. 2016-02 (or ASU 2016-02), Leases (Topic 842) . ASU 2016-02 modifies existing guidance for off-balance sheet treatment of a lessees’ operating leases by requiring lessees to recognize lease assets and lease liabilities. Under ASU 2016-02, lessor accounting is largely unchanged. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effects of this ASU on our consolidated financial statements. In March 2016, FASB issued ASU No. 2016-07 (or ASU 2016-07), Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. ASU 2016-07 eliminates retroactive adjustment of an investment upon an investment qualifying for the equity method of accounting and requires the equity method investor to adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. ASU 2016-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the effects of this ASU on our consolidated financial statements. In March 2016, FASB issued ASU No. 2016-09 (or ASU 2016-09), Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 addresses several aspects of the accounting for share-based payment award transactions, including: ( a ) income tax consequences; ( b ) classification of awards as either equity or liabilities; and ( c ) classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effects of this ASU on our consolidated financial statements. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of investments in owned properties | The following table summarizes our investments in owned properties at June 30, 2016 (dollar amounts in thousands) : Average Percentage Number Number of Investment Gross of of SNF ALF per Type of Property Investments Investments Properties (1) Beds Units Bed/Unit Assisted Living $ % — $ Skilled Nursing % — $ Range of Care % $ Under Development (2) % — — — — Other (3) % — — Totals $ % (1) We own properties in 28 states that are leased to 28 different operators. (2) Represents five development projects consisting of three memory care communities with a total of 198 units, a 108 -unit independent living community and an 89 -unit combination assisted living and memory care community. (3) Includes one school, three parcels of land held-for-use, and one behavioral health care hospital. The behavioral health care hospital has two licensed skilled nursing beds and 116 acute care hospital beds which represents a $78.39 investment per bed. |
Summary of investments acquired | The following table summarizes our acquisitions for the six months ended June 30, 2016 (dollar amounts in thousands) : Total Number Number Purchase Transaction Acquisition of of Type of Property Price Costs (1) Costs Properties Beds/Units Skilled Nursing (2) $ $ $ Assisted Living (3) Totals $ $ $ (1) Represents cost associated with our acquisitions; however, depending on the accounting treatment of our acquisitions, transaction costs may be capitalized to the properties’ basis and, for our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Additionally, transaction costs may include costs related to the prior year due to timing and terminated transactions. (2) We acquired a newly constructed 126 -bed skilled nursing center in Texas. (3) We acquired a newly constructed memory care community in Kentucky for $14,250 including a $2,000 holdback, a newly constructed assisted living and memory care community in Georgia for $14,300 and two memory care communities in Kansas for an aggregate purchase price of $25,000 . The following table summarizes our acquisitions for the six months ended June 30, 2015 (dollar amounts in thousands) : Total Number Number Purchase Transaction Acquisition of of Type of Property Price Costs Costs Properties Beds/Units Skilled Nursing (1) $ $ — $ Land (2) — — Totals $ $ $ (1) We purchased and equipped the property by exercising our purchase option under a $10,600 mortgage and construction loan. (2) We acquired parcels of land and entered into three development commitments in an amount not to exceed $42,922 , including the land purchases, for the development of a MC, an ILF and a combination ALF and MC. Additionally, we acquired land and existing improvements on a MC and entered a development commitment up to $12,182 to complete the development of the property. |
Schedule of completed development, improvement and construction projects | The following table summarizes our completed projects during the six months ended June 30, 2016 (dollar amounts in thousands): Number Number of Type of of Type of Project Properties Property Beds/Units State Total Funding Development 1 ALF 66 Illinois $ Development 1 ALF 56 Texas 2 122 $ |
Schedule of commitments | At June 30, 2016 , we had commitments as follows (in thousands) : Total Investment 2016 Commitment Remaining Commitment Funding Funded Commitment Real estate properties (See Note 2) $ (1) $ $ $ Accrued incentives and earn-out liabilities (2) Lease incentives Mortgage loans (See Note 2) (1) Joint venture investments (See Note 3) Notes receivable (See Note 4) Totals $ $ $ $ (1) Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. (2) During the three and six months ended June 30, 2016 , we recorded non ‑cash interest expense of $315,000 related to these contingent liabilities and the fair value of our contingent payments was $13,717,000 at June 30, 2016. |
Summary of investments in mortgage loans secured by first mortgages | The following table summarizes our investments in mortgage loans secured by first mortgages at June 30, 2016 (dollar amounts in thousands) : Percentage Number Number Number of Investment Gross of of of SNF ALF per Type of Property Investments Investments Loans Properties (1) Beds Units Bed/Unit Skilled Nursing $ % — $ Assisted Living % — $ Other (2) % — — — — Totals $ % (1) We have investments in properties located in seven states that include mortgages to 1 0 different operators. (2) Includes a parcel of land secured under a short-term mortgage loan. |
Schedule of additional loan commitments and amounts funded under the mortgage loans | The following table summarizes our mortgage loan origination and funding for the six months ended June 30, 2016 and 2015 (in thousands): Six months ended June 30, 2016 2015 Origination/Funding Origination/Funding Skilled Nursing Centers $ $ |
Development and Improvement Projects | |
Schedule of commitments | The following table summarizes our investment in development and improvement projects for the six months ended June 30, 2016 and 2015 (in thousands) : Six months ended June 30, 2016 Six months ended June 30, 2015 Expansion, Expansion, Renovation and Renovation and Development Improvements Development Improvements Assisted Living Communities $ $ $ $ Skilled Nursing Centers — $ $ $ $ |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Receivable | |
Summary of notes receivable activities | The following table summarizes our notes receivable activities for the six months ended June 30, 2016 and 2015 (dollar amounts in thousands): Six months ended June 30, 2016 2015 Advances under notes receivable $ $ Principal payments received under notes receivable - Reclassed to real estate under development - Net increase in notes receivable $ $ |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Obligations | |
Schedule of Debt Obligations | The following table sets forth information regarding debt obligations by component as of June 30, 2016 and December 31, 2015 ( dollar amounts in thousands): At June 30, 2016 At December 31, 2015 Applicable Available Available Interest Outstanding for Outstanding for Debt Obligations Rate (1) Balance Borrowing Balance Borrowing Bank borrowings 1.96% $ $ $ $ Senior unsecured notes, net of debt issue cost 4.60% Total 4.07% $ $ (1) Represents weighted average of interest rate as of June 30, 2016 . |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity | |
Schedule of equity | Equity activity was as follows (in thousands) : Total Equity Balance at December 31, 2015 $ Net income Proceeds from common stock offering, net of offering costs Stock-based compensation expense Stock option exercise Reclassification adjustment Common stock dividends Other Balance at June 30, 2016 $ |
Schedule of cash dividends declared and paid | We declared and paid the following cash dividends (in thousands) : Six Months Ended June 30, 2016 June 30, 2015 Declared Paid Declared Paid Preferred Stock Series C $ — $ — $ $ Common Stock (1) (1) (2) (2) Total $ $ $ $ (1) Represents $0.18 per share per month for the six months ended June 30, 2016 . (2) Represents $0.17 per share per month for the six months ended June 30, 2015 . |
Schedule of options exercised | Weighted Average Options Exercise Option Market Exercised Price Value Value (1) 2016 $ $ $ 2015 $ $ $ (1) As of the exercise date. |
Schedule of restricted stock granted | Price per Year No. of Shares Share Vesting Period 2016 $ ratably over 3 years $ TSR targets (1) $ June 1, 2017 2015 $ ratably over 3 years $ ratably over 3 years $ June 2, 2016 (1) Vesting is based on achieving certain total shareholder return (or TSR) targets in 3.7 years with acceleration opportunity in 2.7 years. |
Restricted stock | |
Equity | |
Schedule of unrecognized compensation | Number Remaining of Compensation Vesting Date Awards Expense 2016 $ 2017 2018 2019 (1) $ (1) Includes 54,107 performance based stock units. The performance based stock units are valued utilizing a lattice-binomial option pricing model based on Monte Carlo simulations. The company recognizes the fair value of the awards over the applicable vesting period as compensation expense . |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies | |
Schedule of commitments | At June 30, 2016 , we had commitments as follows (in thousands) : Total Investment 2016 Commitment Remaining Commitment Funding Funded Commitment Real estate properties (See Note 2) $ (1) $ $ $ Accrued incentives and earn-out liabilities (2) Lease incentives Mortgage loans (See Note 2) (1) Joint venture investments (See Note 3) Notes receivable (See Note 4) Totals $ $ $ $ (1) Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. (2) During the three and six months ended June 30, 2016 , we recorded non ‑cash interest expense of $315,000 related to these contingent liabilities and the fair value of our contingent payments was $13,717,000 at June 30, 2016. |
Major Operators (Tables)
Major Operators (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Major Operators | |
Schedule of concentration of risk by major operators | Number of Number of Percentage of SNF ALF ROC SNF ALF Total Total Operator Centers Communities Communities Beds Units Revenue (1) Assets Prestige Healthcare (2) — % % Senior Lifestyle Corporation (2) — — — % % Brookdale Senior Living (3) — — — % % Senior Care Centers (2) — — — % % Totals % % (1) Includes rental income and interest income from mortgage loans. (2) A privately held company. (3) A subsidiary of Brookdale Senior Living, Inc. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings per Share | |
Schedule of basic and diluted net income per share | The following table sets forth the computation of basic and diluted net income per share ( in thousands, except per share amounts ): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Net income $ $ $ $ Less net income allocated to participating securities: Non-forfeitable dividends on participating securities Income allocated to participating securities — — Total net income allocated to participating securities Less net income allocated to preferred stockholders: Preferred stock dividends — — Total net income allocated to preferred stockholders — — Net income available to common stockholders Effect of dilutive securities: Participating securities — — — Convertible preferred securities — — Total effect of dilutive securities — Net income for diluted net income per share $ $ $ $ Shares for basic net income per share Effect of dilutive securities: Stock options Participating securities — — Convertible preferred securities — — Total effect of dilutive securities Shares for diluted net income per share Basic net income per share $ $ $ $ Diluted net income per share $ $ $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Schedule of carrying value and fair value of the entity's financial instruments | At June 30, 2016 At December 31, 2015 Carrying Fair Carrying Fair Value Value Value Value Mortgage loans receivable $ $ (1) $ $ (1) Bank borrowings (2) (2) Senior unsecured notes, net of debt issue costs (3) (3) Accrued incentives and earn-outs (4) (4) (1) Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at June 30, 2016 and December 31, 2015 was 9.1% and 8.9% , respectively. (2) Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at June 30, 2016 and December 31, 2015 based upon prevailing market interest rates for similar debt arrangements. (3) Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At June 30, 2016 , the discount rate used to value our future cash outflow of our senior unsecured notes was 3.55% for those maturing before year 2026 and 3.75% for those maturing at or beyond year 2026. At December 31, 2015 , the discount rate used to value our future cash outflow of our senior unsecured notes was 4.35% for those maturing before year 2026 and 4.65% for those maturing at or beyond year 2026. (4) Our accrued incentives and earn-outs are classified as Level 3. We estimated the fair value of the contingent earn ‑out payments using a discounted cash flow analysis. The discount rate that we use consists of a risk ‑free U.S. Treasury rate plus a company specific credit spread which we believe is acceptable by willing market participants. At June 30, 2016 and December 31, 2015 , the discount rate used to value our accrued incentives and earn-outs was 6.1% . |
General (Details)
General (Details) | 6 Months Ended |
Jun. 30, 2016USD ($)segment | |
General | |
Number of operating segments | segment | 1 |
Provision for federal or state income taxes | $ | $ 0 |
Real Estate Investments - Owned
Real Estate Investments - Owned Properties (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)stateitemproperty$ / item | |
Real Estate Investment | |
Real Estate Investments | |
Gross Investments | $ | $ 1,291,386 |
Percentage of Investments | 100.00% |
Number of properties | property | 179 |
Number of states | state | 28 |
Number of operators | 28 |
Operating leases | |
Number of ways to compute annual rent increases | 4 |
Real Estate Investment | Minimum | |
Operating leases | |
Initial term of operating lease | 10 years |
Specified annual increase over the prior year's rent (as a percent) | 2.00% |
Real Estate Investment | Maximum | |
Operating leases | |
Initial term of operating lease | 15 years |
Specified annual increase over the prior year's rent (as a percent) | 3.00% |
SNF Beds | Real Estate Investment | |
Real Estate Investments | |
Number of Beds/Units | 9,298 |
ALF Units | Real Estate Investment | |
Real Estate Investments | |
Number of Beds/Units | 5,785 |
Assisted Living | Real Estate Investment | |
Real Estate Investments | |
Gross Investments | $ | $ 649,818 |
Percentage of Investments | 50.30% |
Number of properties | property | 101 |
Average Investment per Bed/Unit | $ / item | 117.91 |
Assisted Living | ALF Units | Real Estate Investment | |
Real Estate Investments | |
Number of Beds/Units | 5,511 |
Skilled Nursing | Real Estate Investment | |
Real Estate Investments | |
Gross Investments | $ | $ 534,822 |
Percentage of Investments | 41.40% |
Number of properties | property | 69 |
Average Investment per Bed/Unit | $ / item | 62.58 |
Skilled Nursing | SNF Beds | Real Estate Investment | |
Real Estate Investments | |
Number of Beds/Units | 8,546 |
Range of Care | Real Estate Investment | |
Real Estate Investments | |
Gross Investments | $ | $ 43,907 |
Percentage of Investments | 3.40% |
Number of properties | property | 7 |
Average Investment per Bed/Unit | $ / item | 48.36 |
Range of Care | SNF Beds | Real Estate Investment | |
Real Estate Investments | |
Number of Beds/Units | 634 |
Range of Care | ALF Units | Real Estate Investment | |
Real Estate Investments | |
Number of Beds/Units | 274 |
Properties under Development | Real Estate Investment | |
Real Estate Investments | |
Gross Investments | $ | $ 43,353 |
Percentage of Investments | 3.40% |
Other | Real Estate Investment | |
Real Estate Investments | |
Gross Investments | $ | $ 19,486 |
Percentage of Investments | 1.50% |
Number of properties | property | 2 |
Average Investment per Bed/Unit | $ / item | 78.39 |
Number of parcels of land | 3 |
Other | SNF Beds | Real Estate Investment | |
Real Estate Investments | |
Number of Beds/Units | 118 |
Schools | Real Estate Investment | |
Real Estate Investments | |
Number of properties | property | 1 |
Hospital | Real Estate Investment | |
Real Estate Investments | |
Number of properties | property | 1 |
Hospital | SNF Beds | Real Estate Investment | |
Real Estate Investments | |
Number of Beds/Units | property | 2 |
Hospital | Hospital Beds | Real Estate Investment | |
Real Estate Investments | |
Number of Beds/Units | property | 116 |
Development Project | Properties under Development | |
Real Estate Investments | |
Number of developments | 5 |
Development Project | Memory Care | Real Estate Investment | |
Real Estate Investments | |
Number of properties under development | property | 3 |
Number of beds/units under development | 198 |
Development Project | Independent Living | Real Estate Investment | |
Real Estate Investments | |
Number of beds/units under development | 108 |
Development Project | ALF & MC | Real Estate Investment | |
Real Estate Investments | |
Number of beds/units under development | 89 |
Real Estate Investments - Acqui
Real Estate Investments - Acquisitions (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($)itemproperty | Jun. 30, 2015USD ($)contractitemproperty | |
Real estate investments | ||
Contingent consideration | $ 2,000 | |
Investment Commitment | 215,619 | |
2016 Acquisitions | ||
Real estate investments | ||
Purchase Price | 69,550 | |
Transaction Costs | 391 | |
Total Acquisition Costs | $ 69,941 | |
Number of properties acquired | property | 5 | |
Number of beds/units acquired | item | 396 | |
2016 Acquisitions | Skilled Nursing | Real Estate Investment | ||
Real estate investments | ||
Purchase Price | $ 16,000 | |
Transaction Costs | 45 | |
Total Acquisition Costs | $ 16,045 | |
Number of properties acquired | property | 1 | |
Number of beds/units acquired | item | 126 | |
2016 Acquisitions | Skilled Nursing | Real Estate Investment | Texas | ||
Real estate investments | ||
Number of beds/units acquired | property | 126 | |
2016 Acquisitions | Assisted Living | ||
Real estate investments | ||
Purchase Price | $ 53,550 | |
Transaction Costs | 346 | |
Total Acquisition Costs | $ 53,896 | |
Number of properties acquired | property | 4 | |
Number of beds/units acquired | item | 270 | |
2016 Acquisitions | Memory Care | Kentucky | ||
Real estate investments | ||
Purchase Price | $ 14,250 | |
Contingent consideration | 2,000 | |
2016 Acquisitions | Memory Care | Georgia | ||
Real estate investments | ||
Purchase Price | 14,300 | |
2016 Acquisitions | Memory Care | Kansas | ||
Real estate investments | ||
Purchase Price | $ 25,000 | |
Number of properties acquired | property | 2 | |
2015 Acquisitions | Real Estate Investment | ||
Real estate investments | ||
Purchase Price | $ 24,957 | |
Transaction Costs | 78 | |
Total Acquisition Costs | $ 25,035 | |
Number of properties acquired | property | 1 | |
Number of beds/units acquired | item | 106 | |
2015 Acquisitions | Skilled Nursing | Real Estate Investment | ||
Real estate investments | ||
Purchase Price | $ 13,946 | |
Total Acquisition Costs | $ 13,946 | |
Number of properties acquired | property | 1 | |
Number of beds/units acquired | item | 106 | |
2015 Acquisitions | Skilled Nursing | Real Estate Investment | Wisconsin | ||
Real estate investments | ||
Purchase Price | $ 13,946 | |
Number of beds/units acquired | property | 106 | |
2015 Acquisitions | Skilled Nursing | Mortgage Loans on Real Estate | ||
Real estate investments | ||
Loan commitment under which the purchase option was exercised | $ 10,600 | |
2015 Acquisitions | Skilled Nursing | Mortgage Loans on Real Estate | Wisconsin | ||
Real estate investments | ||
Loan commitment under which the purchase option was exercised | 10,600 | |
2015 Acquisitions | Land | Real Estate Investment | ||
Real estate investments | ||
Purchase Price | 11,011 | |
Transaction Costs | 78 | |
Total Acquisition Costs | $ 11,089 | |
2015 Acquisitions | Land | Real Estate Development Commitments One | Real Estate Investment | ||
Real estate investments | ||
Number of Development Commitments | contract | 3 | |
2015 Acquisitions | Land | Real Estate Development Commitments One | Maximum | Real Estate Investment | ||
Real estate investments | ||
Investment Commitment | $ 42,922 | |
2015 Acquisitions | Land | Real Estate Development Commitments Two | Maximum | Real Estate Investment | ||
Real estate investments | ||
Investment Commitment | $ 12,182 |
Real Estate Investments - Commi
Real Estate Investments - Commitments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2016USD ($) | Jun. 30, 2016USD ($)property | Jun. 30, 2016USD ($)property | Jun. 30, 2015USD ($)property | |
Investment commitments | ||||
Funding | $ 33,908 | |||
Commitment Funded | $ 98,872 | 98,872 | ||
Real estate investment disposal activity | ||||
Gain (loss) on sale of properties | $ 1,802 | $ 1,802 | ||
Real Estate Investment Completed Projects | ||||
Investment commitments | ||||
Number of Properties | property | 2 | 2 | ||
Number of Beds/Units | property | 122 | 122 | ||
Commitment Funded | $ 24,890 | $ 24,890 | ||
Real Estate Development Commitments | ||||
Investment commitments | ||||
Funding | 26,331 | $ 7,806 | ||
Expansion Commitments | ||||
Investment commitments | ||||
Funding | 4,087 | $ 5,949 | ||
Assisted Living | Florida | ||||
Real estate investment disposal activity | ||||
Number of beds or units in property sold | property | 48 | |||
Sales price | $ 1,750 | |||
Assisted Living | Real Estate Development Commitments | ||||
Investment commitments | ||||
Funding | 26,331 | 5,976 | ||
Assisted Living | Expansion Commitments | ||||
Investment commitments | ||||
Funding | $ 1,293 | 3,609 | ||
Skilled Nursing | Texas | ||||
Real estate investment disposal activity | ||||
Number of properties sold | property | 2 | |||
Sales price | $ 6,750 | |||
Gain (loss) on sale of properties | 1,802 | |||
Skilled Nursing | Real Estate Development Commitments | ||||
Investment commitments | ||||
Funding | 1,830 | |||
Skilled Nursing | Expansion Commitments | ||||
Investment commitments | ||||
Funding | $ 2,794 | $ 2,340 | ||
Schools | New Jersey | Subsequent Event | ||||
Real estate investment disposal activity | ||||
Sales price | $ 3,850 | |||
Gain (loss) on sale of properties | $ (192) | |||
Development Project | Real Estate Investment Completed Projects | Texas | ||||
Investment commitments | ||||
Number of Properties | property | 1 | 1 | ||
Number of Beds/Units | property | 56 | 56 | ||
Commitment Funded | $ 12,712 | $ 12,712 | ||
Development Project | Real Estate Investment Completed Projects | Illinois | ||||
Investment commitments | ||||
Number of Properties | property | 1 | 1 | ||
Number of Beds/Units | property | 66 | 66 | ||
Commitment Funded | $ 12,178 | $ 12,178 |
Real Estate Investments - Mortg
Real Estate Investments - Mortgage Loans (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($)stateloanitemproperty$ / item | Jun. 30, 2015USD ($) | |
Mortgage Loans | ||
Scheduled principal payments received | $ 1,598 | $ 3,482 |
Commitments funded | 33,908 | |
Investment Commitment | 215,619 | |
Remaining commitment | 116,747 | |
Real Estate Investment | ||
Mortgage Loans | ||
Gross Investments | $ 1,291,386 | |
Percentage of Investments | 100.00% | |
Number of Properties | property | 179 | |
Number of states | state | 28 | |
Number of operators | item | 28 | |
Mortgage Loans on Real Estate | ||
Mortgage Loans | ||
Gross Investments | $ 235,243 | |
Percentage of Investments | 100.00% | |
Number of Loans | loan | 17 | |
Number of Properties | property | 37 | |
Number of states | state | 7 | |
Number of operators | item | 10 | |
Interest rate for mortgage loans, low end of range (as a percent) | 7.30% | |
Interest rate for mortgage loans, high end of range (as a percent) | 13.80% | |
Scheduled principal payments received | $ 953 | 995 |
Mortgage Loans on Real Estate | Minimum | ||
Mortgage Loans | ||
General amortization schedule of mortgage loans | 20 years | |
Specified basis points for annual increase in interest rate (as a percent) | 0.10% | |
Mortgage Loans on Real Estate | Maximum | ||
Mortgage Loans | ||
General amortization schedule of mortgage loans | 30 years | |
Specified basis points for annual increase in interest rate (as a percent) | 0.25% | |
SNF Beds | Real Estate Investment | ||
Mortgage Loans | ||
Number of Beds/Units | item | 9,298 | |
SNF Beds | Mortgage Loans on Real Estate | ||
Mortgage Loans | ||
Number of Beds/Units | item | 3,788 | |
ALF Units | Real Estate Investment | ||
Mortgage Loans | ||
Number of Beds/Units | item | 5,785 | |
ALF Units | Mortgage Loans on Real Estate | ||
Mortgage Loans | ||
Number of Beds/Units | item | 270 | |
Skilled Nursing | Real Estate Investment | ||
Mortgage Loans | ||
Gross Investments | $ 534,822 | |
Percentage of Investments | 41.40% | |
Number of Properties | property | 69 | |
Investment per Bed/Unit | $ / item | 62.58 | |
Skilled Nursing | Mortgage Loans on Real Estate | ||
Mortgage Loans | ||
Gross Investments | $ 220,465 | |
Percentage of Investments | 93.70% | |
Number of Loans | loan | 13 | |
Number of Properties | property | 29 | |
Investment per Bed/Unit | $ / item | 58.20 | |
Commitments funded | $ 17,128 | 52,847 |
Skilled Nursing | Mortgage Loans secured by skilled nursing centers | ||
Mortgage Loans | ||
Number of Loans | loan | 3 | |
Number of Properties | property | 3 | |
Proceeds received from the payoff of a mortgage loan | $ 645 | |
Skilled Nursing | SNF Beds | Real Estate Investment | ||
Mortgage Loans | ||
Number of Beds/Units | item | 8,546 | |
Skilled Nursing | SNF Beds | Mortgage Loans on Real Estate | ||
Mortgage Loans | ||
Number of Beds/Units | item | 3,788 | |
Assisted Living | Real Estate Investment | ||
Mortgage Loans | ||
Gross Investments | $ 649,818 | |
Percentage of Investments | 50.30% | |
Number of Properties | property | 101 | |
Investment per Bed/Unit | $ / item | 117.91 | |
Assisted Living | Mortgage Loans on Real Estate | ||
Mortgage Loans | ||
Gross Investments | $ 13,569 | |
Percentage of Investments | 5.80% | |
Number of Loans | loan | 3 | |
Number of Properties | property | 8 | |
Investment per Bed/Unit | $ / item | 50.26 | |
Assisted Living | ALF Units | Real Estate Investment | ||
Mortgage Loans | ||
Number of Beds/Units | item | 5,511 | |
Assisted Living | ALF Units | Mortgage Loans on Real Estate | ||
Mortgage Loans | ||
Number of Beds/Units | item | 270 | |
Range of Care | Real Estate Investment | ||
Mortgage Loans | ||
Gross Investments | $ 43,907 | |
Percentage of Investments | 3.40% | |
Number of Properties | property | 7 | |
Investment per Bed/Unit | $ / item | 48.36 | |
Range of Care | SNF Beds | Real Estate Investment | ||
Mortgage Loans | ||
Number of Beds/Units | item | 634 | |
Range of Care | ALF Units | Real Estate Investment | ||
Mortgage Loans | ||
Number of Beds/Units | item | 274 | |
Other | Real Estate Investment | ||
Mortgage Loans | ||
Gross Investments | $ 19,486 | |
Percentage of Investments | 1.50% | |
Number of Properties | property | 2 | |
Investment per Bed/Unit | $ / item | 78.39 | |
Number of parcels of land | item | 3 | |
Other | Mortgage Loans on Real Estate | ||
Mortgage Loans | ||
Gross Investments | $ 1,209 | |
Percentage of Investments | 0.50% | |
Number of Loans | loan | 1 | |
Other | SNF Beds | Real Estate Investment | ||
Mortgage Loans | ||
Number of Beds/Units | item | 118 | |
Skilled Nursing and Range Of Care properties | Mortgage Loans on Real Estate | ||
Mortgage Loans | ||
Number of Loans | loan | 2 | |
Proceeds received from the payoff of a mortgage loan | $ 2,487 |
Investment in Unconsolidated 32
Investment in Unconsolidated Joint Ventures - Investment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($)property | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)property | Jun. 30, 2015USD ($) | |
Investment in Unconsolidated Joint Ventures | ||||
Income from unconsolidated joint ventures | $ 278 | $ 753 | $ 550 | $ 869 |
Distribution from unconsolidated joint ventures | $ 1,027 | |||
Joint Venture | Not primary beneficiary | ||||
Investment in Unconsolidated Joint Ventures | ||||
Number of properties owned by joint venture | property | 4 | 4 | ||
Initial preferred capital contribution in joint venture provided at closing. | $ 20,143 | |||
Additional preferred capital contribution commitment | $ 480 | |||
Additional preferred capital contributions in joint venture committed | $ 5,027 | 5,507 | ||
Total preferred capital contributions in joint venture | $ 25,650 | |||
Preferred return percentage | 15.00% | |||
Income from unconsolidated joint ventures | $ 550 | |||
Distribution from unconsolidated joint ventures | $ 1,027 |
Investment in Unconsolidated 33
Investment in Unconsolidated Joint Ventures - ADC Arrangement (Details) - Combination ALF, MC and ILF community - ADC Arrangement $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)property | |
Investment in Unconsolidated Joint Ventures | |
Loan originated | $ | $ 2,900 |
Number of units | property | 99 |
1rst redemption period | |
Investment in Unconsolidated Joint Ventures | |
Stated interest rate (as a percent) | 10.00% |
Interest rate period | 2 years |
2nd redemption period | |
Investment in Unconsolidated Joint Ventures | |
Stated interest rate (as a percent) | 12.00% |
3rd redemption period | |
Investment in Unconsolidated Joint Ventures | |
Stated interest rate (as a percent) | 15.00% |
Notes Receivable - Components (
Notes Receivable - Components (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($)loan | Jun. 30, 2015USD ($) | |
Notes receivable activities | ||
Advances under notes receivable | $ 414 | $ 1,254 |
Principal payments received under notes receivable | (60) | |
Reclassed to real estate under development | (316) | |
Net increase in notes receivable | $ 354 | $ 938 |
Notes Receivable | Commitments to Extend Credit | ||
On-going commitments | ||
Number of Loans | loan | 6 | |
Total commitments | $ 2,525 | |
Remaining commitments | $ 2,228 |
Debt Obligations - Summary (Det
Debt Obligations - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Obligations | ||
Outstanding Balance | $ 606,734 | $ 571,872 |
Weighted Average | ||
Debt Obligations | ||
Applicable Interest Rate (as a percent) | 4.07% | |
Bank Borrowings - Line of Credit | ||
Debt Obligations | ||
Outstanding Balance | $ 122,000 | 120,500 |
Available for Borrowing | $ 478,000 | 479,500 |
Bank Borrowings - Line of Credit | Weighted Average | ||
Debt Obligations | ||
Applicable Interest Rate (as a percent) | 1.96% | |
Senior Unsecured Debt | ||
Debt Obligations | ||
Outstanding Balance | $ 484,734 | 451,372 |
Available for Borrowing | $ 40,000 | $ 33,333 |
Senior Unsecured Debt | Weighted Average | ||
Debt Obligations | ||
Applicable Interest Rate (as a percent) | 4.60% |
Debt Obligations - Terms (Detai
Debt Obligations - Terms (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Debt Obligations | |||||
Amount borrowed | $ 77,500,000 | $ 82,000,000 | |||
Repayment amount | 76,000,000 | 1,500,000 | |||
Outstanding Balance | $ 606,734,000 | 606,734,000 | $ 571,872,000 | ||
Payments on debt | 4,167,000 | 4,167,000 | |||
Bank Borrowings - Line of Credit | |||||
Debt Obligations | |||||
Maximum availability under Unsecured Credit Agreement | 600,000,000 | $ 600,000,000 | |||
Additional extension period option | 1 year | ||||
Unused commitment fee (as a percent) | 0.35% | ||||
Amount borrowed | $ 77,500,000 | 82,000,000 | |||
Repayment amount | 76,000,000 | $ 1,500,000 | |||
Outstanding Balance | 122,000,000 | 122,000,000 | 120,500,000 | ||
Available for Borrowing | 478,000,000 | $ 478,000,000 | 479,500,000 | ||
Bank Borrowings - Line of Credit | LIBOR | |||||
Debt Obligations | |||||
Description of interest rate | LIBOR | ||||
Basis spread over base rate (as a percent) | 1.50% | ||||
Senior Unsecured Debt | |||||
Debt Obligations | |||||
Outstanding Balance | 484,734,000 | $ 484,734,000 | 451,372,000 | ||
Available for Borrowing | 40,000,000 | 40,000,000 | $ 33,333,000 | ||
Subsequent Event | Bank Borrowings - Line of Credit | |||||
Debt Obligations | |||||
Repayment amount | $ 41,000,000 | ||||
Outstanding Balance | 81,000,000 | ||||
Available for Borrowing | 519,000,000 | ||||
Private Shelf Agreement Prudential | Senior Unsecured Debt | |||||
Debt Obligations | |||||
Face amount of debt | $ 37,500,000 | $ 37,500,000 | |||
Fixed interest rate (as a percent) | 4.15% | 4.15% | |||
Debt instrument term | 10 years | ||||
Private Shelf Agreement Prudential | Subsequent Event | Senior Unsecured Debt | |||||
Debt Obligations | |||||
Available for Borrowing | $ 12,500,000 | ||||
Fixed interest rate (as a percent) | 3.99% | ||||
Payments on debt | $ 12,500,000 | ||||
Note Purchase and Private Shelf Agreement AIG | |||||
Debt Obligations | |||||
Possible total maximum availability under Unsecured Credit Agreement | $ 40,000,000 | ||||
Note Purchase and Private Shelf Agreement AIG | Subsequent Event | Senior Unsecured Debt | |||||
Debt Obligations | |||||
Face amount of debt | $ 40,000,000 | ||||
Fixed interest rate (as a percent) | 3.99% | ||||
Debt instrument term | 10 years |
Equity - Rollforward (Details)
Equity - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Equity activity | ||||
Balance at beginning of period | $ 659,202 | |||
Net income | $ 22,180 | $ 17,928 | 42,038 | $ 35,480 |
Proceeds from common stock offering, net of offering costs | 70,563 | |||
Stock-based compensation expense | 2,019 | |||
Stock option exercise | 159 | |||
Reclassification adjustment | (5) | $ (8) | (33) | $ (17) |
Common stock dividends | (41,031) | |||
Other | (2,174) | |||
Balance at end of period | $ 730,743 | $ 730,743 |
Equity - Class of Stock Disclos
Equity - Class of Stock Disclosures - Preferred Stock (Details) - Series C Preferred Stock - $ / shares | Jan. 01, 2015 | Dec. 31, 2015 | Jun. 30, 2016 |
Equity | |||
Preferred shares outstanding | 2,000,000 | 0 | |
Dividend Rate (as a percent) | 8.50% | ||
Number of shares of common stock to be issued upon conversion | 2,000,000 | ||
Conversion price per share | $ 19.25 | ||
Shares converted | 2,000,000 |
Equity - Class of Stock Discl39
Equity - Class of Stock Disclosures - Common Stock and Shelf Registrations (Details) - USD ($) | 1 Months Ended | 5 Months Ended | 6 Months Ended | |||
Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2013 | |
Equity | ||||||
Net proceeds | $ 70,885,000 | |||||
Shelf Registration | ||||||
Equity | ||||||
Maximum offering capacity under shelf registration statement | $ 800,000,000 | |||||
Automatic shelf registration statement, term (in years) | P3Y | |||||
Common Stock | ||||||
Equity | ||||||
Number of shares repurchased | 49,094 | 4,609 | ||||
Common Stock | Equity Distribution Agreement | ||||||
Equity | ||||||
Maximum offering capacity under shelf registration statement | $ 200,000,000 | |||||
Shares common stock sold | 1,490,394 | |||||
Net proceeds | $ 70,885,000 | |||||
Reclassification of accumulated costs to additional paid in capital | 322,000 | |||||
Amount available under effective shelf registration statement | $ 127,853,000 | $ 127,853,000 | ||||
Common Stock | Equity Distribution Agreement | Subsequent Event | ||||||
Equity | ||||||
Shares common stock sold | 152,623 | |||||
Net proceeds | $ 7,715,000 | |||||
Amount available under effective shelf registration statement | $ 120,000,000 |
Equity - Class of Stock Discl40
Equity - Class of Stock Disclosures - Dividends and AOCI (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Jul. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Apr. 30, 2016 | Jun. 30, 2015 | May 31, 2015 | Apr. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Dividend Distributions | ||||||||||||
Declared | $ 41,031 | $ 37,883 | $ 41,031 | $ 37,883 | $ 41,031 | $ 37,883 | ||||||
Paid | $ 41,031 | $ 37,883 | ||||||||||
Dividends declared and paid per common share per month (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.17 | $ 0.17 | $ 0.17 | ||||||
Dividends per share declared (in dollars per share) | $ 0.54 | $ 0.51 | $ 1.08 | $ 1.02 | ||||||||
Accumulated other comprehensive income | ||||||||||||
Accumulated other comprehensive income | $ 13 | $ 13 | $ 13 | $ 47 | ||||||||
Subsequent Event | Dividend Payable, July 29, 2016 | ||||||||||||
Dividend Distributions | ||||||||||||
Dividends per share declared (in dollars per share) | $ 0.18 | |||||||||||
Subsequent Event | Dividend Payable, August 31, 2016 | ||||||||||||
Dividend Distributions | ||||||||||||
Dividends per share declared (in dollars per share) | 0.18 | |||||||||||
Subsequent Event | Dividend Payable, September 30, 2016 | ||||||||||||
Dividend Distributions | ||||||||||||
Dividends per share declared (in dollars per share) | $ 0.18 | |||||||||||
Series C Preferred Stock | ||||||||||||
Dividend Distributions | ||||||||||||
Declared | $ 1,636 | $ 1,636 | $ 1,636 | |||||||||
Paid | 1,636 | |||||||||||
Common Stock | ||||||||||||
Dividend Distributions | ||||||||||||
Declared | $ 41,031 | $ 36,247 | $ 41,031 | $ 36,247 | 41,031 | 36,247 | ||||||
Paid | $ 41,031 | $ 36,247 |
Equity - Options (Details)
Equity - Options (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||||||
Jun. 30, 2016 | May 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Jan. 31, 2016 | Jun. 30, 2015 | May 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock Based Compensation Plans | ||||||||||||||
Options outstanding at end of the period (in shares) | 33,334 | 33,334 | ||||||||||||
Options exercisable at end of the period (in shares) | 28,334 | 28,334 | ||||||||||||
Nonvested awards | ||||||||||||||
Number of Awards | 5,000 | 5,000 | ||||||||||||
2015 Plan | ||||||||||||||
Stock Based Compensation Plans | ||||||||||||||
Total shares reserved for issuance of common stock related to the conversion of preferred stock | 1,400,000 | 1,400,000 | ||||||||||||
Stock options granted (in shares) | 0 | 0 | ||||||||||||
Options exercised (in shares) | 6,667 | 3,333 | ||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 23.79 | $ 23.79 | ||||||||||||
Value of options exercised | $ 159,000 | $ 79,000 | $ 159,000 | $ 79,000 | ||||||||||
Market value of options on the date of exercise | 311,000 | 140,000 | 311,000 | $ 140,000 | ||||||||||
Stock options | ||||||||||||||
Stock Based Compensation Plans | ||||||||||||||
Compensation expense, vested awards | 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | ||
2,016 | ||||||||||||||
Nonvested awards | ||||||||||||||
Remaining compensation expense | 7,000 | 7,000 | ||||||||||||
2,017 | ||||||||||||||
Nonvested awards | ||||||||||||||
Remaining compensation expense | $ 3,000 | $ 3,000 |
Equity - Restricted Stock (Deta
Equity - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Restricted stock | ||
Restricted stock awards | ||
Compensation expense, vested awards | $ 2,012 | $ 2,073 |
Restricted stock | 2008 Plan | ||
Restricted stock awards | ||
Number of shares cancelled (in shares) | 640 | |
Restricted stock and performance-based stock units | ||
Restricted stock awards | ||
Number of shares granted | 127,087 | 92,150 |
Nonvested awards | ||
Number of Awards | 211,553 | |
Remaining compensation expense | $ 7,988 | |
2016 | Restricted stock | ||
Nonvested awards | ||
Number of Awards | 980 | |
Remaining compensation expense | $ 2,253 | |
2017 | Restricted stock | ||
Nonvested awards | ||
Number of Awards | 85,343 | |
Remaining compensation expense | $ 3,428 | |
2018 | Restricted stock | ||
Nonvested awards | ||
Number of Awards | 49,352 | |
Remaining compensation expense | $ 2,071 | |
2019 | Restricted stock | ||
Nonvested awards | ||
Number of Awards | 75,878 | |
Remaining compensation expense | $ 236 | |
2019 | Performance based stock units | ||
Nonvested awards | ||
Number of Awards | 54,107 | |
Grant Date Price $43.24 | Three year vesting | Restricted stock and performance-based stock units | ||
Restricted stock awards | ||
Number of shares granted | 65,300 | |
Granted (in dollars per share) | $ 43.24 | |
Vesting period | 3 years | |
Grant Date Price $43.24 | TSR Targets | Restricted stock and performance-based stock units | ||
Restricted stock awards | ||
Vesting period | 3 years 8 months 12 days | |
Grant Date Price $43.24 | Accelerated TSR Targets | Restricted stock and performance-based stock units | ||
Restricted stock awards | ||
Vesting period | 2 years 8 months 12 days | |
Grant Date Price $46.87 | TSR Targets | Restricted stock and performance-based stock units | ||
Restricted stock awards | ||
Number of shares granted | 54,107 | |
Granted (in dollars per share) | $ 46.87 | |
Grant Date Price $46.87 | Vesting Date, June 1, 2017 | Restricted stock and performance-based stock units | ||
Restricted stock awards | ||
Number of shares granted | 7,680 | |
Granted (in dollars per share) | $ 46.87 | |
Grant Date Price $44.45 | Three year vesting | Restricted stock and performance-based stock units | ||
Restricted stock awards | ||
Number of shares granted | 65,750 | |
Granted (in dollars per share) | $ 44.45 | |
Vesting period | 3 years | |
Grant Date Price $42.30 | Three year vesting | Restricted stock and performance-based stock units | ||
Restricted stock awards | ||
Number of shares granted | 18,000 | |
Granted (in dollars per share) | $ 42.30 | |
Vesting period | 3 years | |
Grant Date Price $42.30 | Vesting Date, June 2, 2016 | Restricted stock and performance-based stock units | ||
Restricted stock awards | ||
Number of shares granted | 8,400 | |
Granted (in dollars per share) | $ 42.30 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Commitments (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Commitments and Contingencies | |
Investment Commitment | $ 215,619 |
Amount Funded | 33,908 |
Commitments funded | (98,872) |
Remaining commitment | 116,747 |
Real estate properties | |
Commitments and Contingencies | |
Investment Commitment | 99,152 |
Amount Funded | 27,400 |
Commitments funded | (60,523) |
Remaining commitment | 38,629 |
Accrued incentives and earn-out liabilities | |
Commitments and Contingencies | |
Investment Commitment | 18,600 |
Amount Funded | 1,434 |
Commitments funded | (2,239) |
Remaining commitment | 16,361 |
Lease incentives | |
Commitments and Contingencies | |
Investment Commitment | 6,202 |
Amount Funded | 593 |
Commitments funded | (1,048) |
Remaining commitment | 5,154 |
Mortgage loans | |
Commitments and Contingencies | |
Investment Commitment | 63,490 |
Amount Funded | 3,879 |
Commitments funded | (14,142) |
Remaining commitment | 49,348 |
Joint venture investments | |
Commitments and Contingencies | |
Investment Commitment | 25,650 |
Amount Funded | 480 |
Commitments funded | (20,623) |
Remaining commitment | 5,027 |
Notes receivable | |
Commitments and Contingencies | |
Investment Commitment | 2,525 |
Amount Funded | 122 |
Commitments funded | (297) |
Remaining commitment | $ 2,228 |
Commitments and Contingencies44
Commitments and Contingencies - Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Contingent consideration | ||||
Non-cash interest related to contingent liabilities | $ 315 | $ 109 | ||
Accrued incentives and earn-outs | $ 13,717 | 13,717 | $ 12,722 | |
Real Estate Investment | Accrued incentives and earn-out liabilities | ||||
Contingent consideration | ||||
Non-cash interest related to contingent liabilities | 315 | 315 | ||
Fair Value | Real Estate Investment | Accrued incentives and earn-out liabilities | ||||
Contingent consideration | ||||
Accrued incentives and earn-outs | $ 13,717 | $ 13,717 |
Major Operators (Details)
Major Operators (Details) | 6 Months Ended |
Jun. 30, 2016propertyitem | |
Major Operators | |
Number of major operators | item | 4 |
Prestige Healthcare | Skilled Nursing | |
Major Operators | |
Number of properties | property | 20 |
Number of beds/units | item | 2,822 |
Prestige Healthcare | Assisted Living | |
Major Operators | |
Number of beds/units | item | 93 |
Prestige Healthcare | Range of Care | |
Major Operators | |
Number of properties | property | 2 |
Senior Lifestyle Corporation | Assisted Living | |
Major Operators | |
Number of properties | property | 27 |
Number of beds/units | item | 1,631 |
Brookdale Senior Living | Assisted Living | |
Major Operators | |
Number of properties | property | 37 |
Number of beds/units | item | 1,704 |
Senior Care Centers | Skilled Nursing | |
Major Operators | |
Number of properties | property | 11 |
Number of beds/units | item | 1,444 |
Operator Concentration Risk | Skilled Nursing | |
Major Operators | |
Number of properties | property | 31 |
Number of beds/units | item | 4,266 |
Operator Concentration Risk | Assisted Living | |
Major Operators | |
Number of properties | property | 64 |
Number of beds/units | item | 3,428 |
Operator Concentration Risk | Range of Care | |
Major Operators | |
Number of properties | property | 2 |
Rental Revenue and Interest Income from Mortgage Loans | Operator Concentration Risk | |
Major Operators | |
Concentration risk (as a percent) | 49.10% |
Rental Revenue and Interest Income from Mortgage Loans | Operator Concentration Risk | Prestige Healthcare | |
Major Operators | |
Concentration risk (as a percent) | 16.30% |
Rental Revenue and Interest Income from Mortgage Loans | Operator Concentration Risk | Senior Lifestyle Corporation | |
Major Operators | |
Concentration risk (as a percent) | 12.60% |
Rental Revenue and Interest Income from Mortgage Loans | Operator Concentration Risk | Brookdale Senior Living | |
Major Operators | |
Concentration risk (as a percent) | 10.10% |
Rental Revenue and Interest Income from Mortgage Loans | Operator Concentration Risk | Senior Care Centers | |
Major Operators | |
Concentration risk (as a percent) | 10.10% |
Total Assets | Operator Concentration Risk | |
Major Operators | |
Concentration risk (as a percent) | 43.00% |
Total Assets | Credit Concentration Risk | Prestige Healthcare | |
Major Operators | |
Concentration risk (as a percent) | 15.90% |
Total Assets | Credit Concentration Risk | Senior Lifestyle Corporation | |
Major Operators | |
Concentration risk (as a percent) | 12.90% |
Total Assets | Credit Concentration Risk | Brookdale Senior Living | |
Major Operators | |
Concentration risk (as a percent) | 5.60% |
Total Assets | Credit Concentration Risk | Senior Care Centers | |
Major Operators | |
Concentration risk (as a percent) | 8.60% |
Net Income Per Common Share (De
Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income (loss) | $ 22,180 | $ 17,928 | $ 42,038 | $ 35,480 |
Less net income allocated to participating securities: | ||||
Nonforfeitable dividends on participating securities | (98) | (126) | (199) | (249) |
Income allocated to participating securities | (7) | (7) | ||
Total net income allocated to participating securities | (105) | (126) | (206) | (249) |
Less net income allocated to preferred stockholders: | ||||
Preferred stock dividends | (818) | (1,636) | ||
Total net income allocated to preferred stockholders | (818) | (1,636) | ||
Net income available to common stockholders | 22,075 | 16,984 | 41,832 | 33,595 |
Effect of dilutive securities: | ||||
Participating securities | 105 | |||
Convertible preferred securities | 818 | 1,636 | ||
Total effect of dilutive securities | 105 | 818 | 1,636 | |
Net income for diluted net income per share | $ 22,180 | $ 17,802 | $ 41,832 | $ 35,231 |
Shares for basic net income per share | 37,969 | 35,299 | 37,707 | 35,288 |
Effect of dilutive securities: | ||||
Convertible preferred securities (in shares) | 2,000 | 2,000 | ||
Total effect of dilutive securities (in shares) | 195 | 2,012 | 13 | 2,014 |
Convertible preferred securities (in shares) | 2,000 | 2,000 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment, Total | 195 | 2,012 | 13 | 2,014 |
Shares for diluted net income per share | 38,164 | 37,311 | 37,720 | 37,302 |
Basic (in dollars per share) | $ 0.58 | $ 0.48 | $ 1.11 | $ 0.95 |
Diluted (in dollars per share) | $ 0.58 | $ 0.48 | $ 1.11 | $ 0.94 |
Stock options | ||||
Effect of dilutive securities: | ||||
Stock options and participating securities (in shares) | 13 | 12 | 13 | 14 |
Participating Securities | ||||
Effect of dilutive securities: | ||||
Stock options and participating securities (in shares) | 182 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair value measurements | ||
Mortgage loans receivable | $ 232,897 | $ 217,529 |
Senior unsecured notes, net of debt issue costs | 484,734 | 451,372 |
Accrued incentives and earn-outs | $ 13,717 | $ 12,722 |
Level 3 | Senior Unsecured Notes maturing before 2026 | ||
Fair value measurements | ||
Discount rate (as a percent) | 3.55% | 4.35% |
Level 3 | Senior Unsecured Notes maturing 2026 and after | ||
Fair value measurements | ||
Discount rate (as a percent) | 3.75% | 4.65% |
Level 3 | Accrued incentives and earn-out liabilities | ||
Fair value measurements | ||
Discount rate (as a percent) | 6.10% | |
Level 3 | Mortgage Loans Receivable | ||
Fair value measurements | ||
Discount rate (as a percent) | 9.10% | 8.90% |
Carrying Value | ||
Fair value measurements | ||
Bank borrowings | $ 122,000 | $ 120,500 |
Carrying Value | Level 3 | ||
Fair value measurements | ||
Mortgage loans receivable | 232,897 | 217,529 |
Senior unsecured notes, net of debt issue costs | 484,734 | 451,372 |
Accrued incentives and earn-outs | 13,717 | 12,722 |
Fair Value | ||
Fair value measurements | ||
Bank borrowings | 122,000 | 120,500 |
Fair Value | Level 3 | ||
Fair value measurements | ||
Mortgage loans receivable | 270,061 | 257,335 |
Senior unsecured notes, net of debt issue costs | 507,387 | 451,420 |
Accrued incentives and earn-outs | $ 13,717 | $ 12,722 |
Subsequent Events - Real Estate
Subsequent Events - Real Estate (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | |
Real Estate Investments | |||
Loss on sale of real estate | $ (1,802) | $ (1,802) | |
Investment Commitment | $ 215,619 | $ 215,619 | |
New Jersey | Subsequent Event | Schools | |||
Real Estate Investments | |||
Sales price | $ 3,850 | ||
Loss on sale of real estate | $ 192 |
Subsequent Events - Debt Obliga
Subsequent Events - Debt Obligations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Debt Obligations | |||||
Repayment amount | $ 76,000,000 | $ 1,500,000 | |||
Amount outstanding | $ 606,734,000 | 606,734,000 | $ 571,872,000 | ||
Payments on debt | 4,167,000 | 4,167,000 | |||
Bank Borrowings - Line of Credit | |||||
Debt Obligations | |||||
Repayment amount | 76,000,000 | $ 1,500,000 | |||
Amount outstanding | 122,000,000 | 122,000,000 | 120,500,000 | ||
Available for Borrowing | 478,000,000 | 478,000,000 | 479,500,000 | ||
Bank Borrowings - Line of Credit | Subsequent Event | |||||
Debt Obligations | |||||
Repayment amount | $ 41,000,000 | ||||
Amount outstanding | 81,000,000 | ||||
Available for Borrowing | 519,000,000 | ||||
Senior Unsecured Debt | |||||
Debt Obligations | |||||
Amount outstanding | 484,734,000 | 484,734,000 | 451,372,000 | ||
Available for Borrowing | 40,000,000 | 40,000,000 | $ 33,333,000 | ||
Senior Unsecured Debt | Private Shelf Agreement Prudential | |||||
Debt Obligations | |||||
Face amount of debt | $ 37,500,000 | $ 37,500,000 | |||
Fixed interest rate (as a percent) | 4.15% | 4.15% | |||
Debt instrument term | 10 years | ||||
Senior Unsecured Debt | Subsequent Event | Note Purchase and Private Shelf Agreement AIG | |||||
Debt Obligations | |||||
Face amount of debt | $ 40,000,000 | ||||
Fixed interest rate (as a percent) | 3.99% | ||||
Debt instrument term | 10 years | ||||
Senior Unsecured Debt | Subsequent Event | Private Shelf Agreement Prudential | |||||
Debt Obligations | |||||
Available for Borrowing | $ 12,500,000 | ||||
Fixed interest rate (as a percent) | 3.99% | ||||
Payments on debt | $ 12,500,000 |
Subsequent Events - Equity (Det
Subsequent Events - Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Equity | |||||
Dividends per share declared (in dollars per share) | $ 0.54 | $ 0.51 | $ 1.08 | $ 1.02 | |
Net proceeds | $ 70,885 | ||||
Common Stock | Equity Distribution Agreement | |||||
Equity | |||||
Issuance of common stock (in shares) | 1,490,394 | ||||
Net proceeds | $ 70,885 | ||||
Amount available under effective shelf registration statement | $ 127,853 | $ 127,853 | |||
Subsequent Event | Common Stock | Equity Distribution Agreement | |||||
Equity | |||||
Issuance of common stock (in shares) | 152,623 | ||||
Net proceeds | $ 7,715 | ||||
Amount available under effective shelf registration statement | $ 120,000 | ||||
Dividend Payable, July 29, 2016 | Subsequent Event | |||||
Equity | |||||
Dividends per share declared (in dollars per share) | $ 0.18 | ||||
Dividend Payable, August 31, 2016 | Subsequent Event | |||||
Equity | |||||
Dividends per share declared (in dollars per share) | 0.18 | ||||
Dividend Payable, September 30, 2016 | Subsequent Event | |||||
Equity | |||||
Dividends per share declared (in dollars per share) | $ 0.18 |