Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Griffin-American Healthcare REIT IV, Inc. | |
Entity Central Index Key | 0001632970 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Common Class T | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 74,267,894 | |
Common Class I | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,667,251 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | |
ASSETS | |||
Real estate investments, net | $ 860,456,000 | $ 731,676,000 | |
Cash and cash equivalents | 22,448,000 | 14,388,000 | |
Accounts and other receivables, net | 5,725,000 | 11,249,000 | |
Restricted cash | 420,000 | 202,000 | |
Real estate deposits | 1,353,000 | 3,900,000 | |
Identified intangible assets, net | 73,423,000 | 74,723,000 | |
Operating lease right-of-use assets | 13,371,000 | 0 | |
Other assets, net | 60,419,000 | 60,234,000 | |
Total assets | 1,037,615,000 | 896,372,000 | |
Liabilities: | |||
Mortgage loans payable, net | [1] | 26,229,000 | 16,892,000 |
Line of credit and term loans | [1] | 357,500,000 | 275,000,000 |
Accounts payable and accrued liabilities | [1] | 34,810,000 | 32,395,000 |
Accounts payable due to affiliates | [1] | 946,000 | 8,588,000 |
Identified intangible liabilities, net | 1,511,000 | 1,627,000 | |
Operating lease liabilities | [1] | 8,961,000 | 0 |
Security deposits, prepaid rent and other liabilities | [1] | 9,250,000 | 2,827,000 |
Total liabilities | 439,207,000 | 337,329,000 | |
Commitments and contingencies | |||
Redeemable noncontrolling interests | 1,511,000 | 1,371,000 | |
Stockholders’ equity: | |||
Preferred stock, $0.01 par value per share; 200,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Additional paid-in capital | 715,949,000 | 621,759,000 | |
Accumulated deficit | (119,847,000) | (64,779,000) | |
Total stockholders’ equity | 596,897,000 | 557,672,000 | |
Total liabilities, redeemable noncontrolling interests and stockholders’ equity | 1,037,615,000 | 896,372,000 | |
Common Class T | |||
Stockholders’ equity: | |||
Common stock, $0.01 par value per share | 738,000 | 650,000 | |
Common Class I | |||
Stockholders’ equity: | |||
Common stock, $0.01 par value per share | $ 57,000 | $ 42,000 | |
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of September 30, 2019 and December 31, 2018 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the 2018 Credit Facility, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $357,500,000 and $275,000,000 as of September 30, 2019 and December 31, 2018, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Line of credit and term loans | [1] | $ 357,500 | $ 275,000 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | |
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common Class T | |||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 900,000,000 | 900,000,000 | |
Common stock, shares, issued | 73,831,901 | 64,996,843 | |
Common stock, shares outstanding | 73,831,901 | 64,996,843 | |
Common Class I | |||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares, issued | 5,648,911 | 4,258,128 | |
Common stock, shares outstanding | 5,648,911 | 4,258,128 | |
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of September 30, 2019 and December 31, 2018 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the 2018 Credit Facility, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $357,500,000 and $275,000,000 as of September 30, 2019 and December 31, 2018, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Real estate revenue | $ 19,253,000 | $ 12,512,000 | $ 53,280,000 | $ 32,529,000 |
Resident fees and services | 11,865,000 | 9,769,000 | 34,053,000 | 26,604,000 |
Total revenues | 31,118,000 | 22,281,000 | 87,333,000 | 59,133,000 |
Expenses: | ||||
Rental expenses | 4,929,000 | 3,187,000 | 14,238,000 | 8,090,000 |
Property operating expenses | 9,884,000 | 7,987,000 | 28,194,000 | 21,986,000 |
General and administrative | 3,982,000 | 2,105,000 | 11,413,000 | 5,803,000 |
Acquisition related expenses | 74,000 | 98,000 | 1,492,000 | 254,000 |
Depreciation and amortization | 9,552,000 | 9,007,000 | 35,561,000 | 24,053,000 |
Total expenses | 28,421,000 | 22,384,000 | 90,898,000 | 60,186,000 |
Other income (expense): | ||||
Interest expense (including amortization of deferred financing costs and debt discount/premium) | (4,140,000) | (1,602,000) | (11,532,000) | (3,846,000) |
Loss in fair value of derivative financial instruments | (402,000) | 0 | (5,401,000) | 0 |
(Loss) income from unconsolidated entity | (79,000) | 0 | 185,000 | 0 |
Other income | 13,000 | 6,000 | 162,000 | 6,000 |
Loss before income taxes | (1,911,000) | (1,699,000) | (20,151,000) | (4,893,000) |
Income tax expense | (7,000) | (4,000) | (17,000) | (4,000) |
Net loss | (1,918,000) | (1,703,000) | (20,168,000) | (4,897,000) |
Less: net loss attributable to redeemable noncontrolling interests | 19,000 | 72,000 | 76,000 | 197,000 |
Net loss attributable to controlling interest | $ (1,899,000) | $ (1,631,000) | $ (20,092,000) | $ (4,700,000) |
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted | $ (0.02) | $ (0.03) | $ (0.26) | $ (0.09) |
Weighted average number of Class T and Class I common shares outstanding — basic and diluted | 79,502,193 | 57,769,964 | 77,894,326 | 51,441,064 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Total Stockholders’ Equity | Class T and Class I Common Stock | Additional Paid-In Capital | Accumulated Deficit | |
Beginning balance, Shares at Dec. 31, 2017 | 42,207,160 | |||||
Beginning balance at Dec. 31, 2017 | $ 353,224,000 | $ 422,000 | $ 376,284,000 | $ (23,482,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, shares | (17,789,763) | |||||
Issuance of common stock | 177,663,000 | $ 177,000 | 177,486,000 | |||
Offering costs - common stock | (16,679,000) | (16,679,000) | ||||
Issuance of common stock under the DRIP, shares | 1,302,271 | |||||
Issuance of common stock under the DRIP | 12,435,000 | $ 13,000 | 12,422,000 | |||
Issuance of vested and nonvested restricted common stock, shares | 22,500 | |||||
Issuance of vested and nonvested restricted common stock | 45,000 | 45,000 | ||||
Amortization of nonvested common stock compensation | 100,000 | 100,000 | ||||
Repurchase of common stock, shares | (236,230) | |||||
Repurchase of common stock | (2,242,000) | $ (2,000) | (2,240,000) | |||
Fair value adjustment to redeemable noncontrolling interests | $ (197,000) | (197,000) | (197,000) | |||
Dividends declared | (23,111,000) | (23,111,000) | ||||
Net loss | (4,700,000) | (4,700,000) | [1] | (4,700,000) | ||
Ending balance, Shares at Sep. 30, 2018 | 61,085,464 | |||||
Ending balance at Sep. 30, 2018 | 496,538,000 | $ 610,000 | 547,221,000 | (51,293,000) | ||
Beginning balance, Shares at Jun. 30, 2018 | 54,443,429 | |||||
Beginning balance at Jun. 30, 2018 | 446,415,000 | $ 544,000 | 486,789,000 | (40,918,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, shares | (6,259,145) | |||||
Issuance of common stock | 62,693,000 | $ 62,000 | 62,631,000 | |||
Offering costs - common stock | (5,751,000) | (5,751,000) | ||||
Issuance of common stock under the DRIP, shares | 483,737 | |||||
Issuance of common stock under the DRIP | 4,668,000 | 4,668,000 | $ 5,000 | 4,663,000 | ||
Issuance of vested and nonvested restricted common stock, shares | 15,000 | |||||
Issuance of vested and nonvested restricted common stock | 30,000 | 30,000 | ||||
Amortization of nonvested common stock compensation | 40,000 | 40,000 | ||||
Repurchase of common stock, shares | (115,847) | |||||
Repurchase of common stock | (1,110,000) | $ (1,000) | (1,109,000) | |||
Fair value adjustment to redeemable noncontrolling interests | (72,000) | (72,000) | ||||
Dividends declared | (8,744,000) | (8,744,000) | ||||
Net loss | (1,631,000) | (1,631,000) | [1] | (1,631,000) | ||
Ending balance, Shares at Sep. 30, 2018 | 61,085,464 | |||||
Ending balance at Sep. 30, 2018 | 496,538,000 | $ 610,000 | 547,221,000 | (51,293,000) | ||
Beginning balance, Shares at Dec. 31, 2018 | 69,254,971 | |||||
Beginning balance at Dec. 31, 2018 | 557,672,000 | 557,672,000 | $ 692,000 | 621,759,000 | (64,779,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, shares | (8,884,165) | |||||
Issuance of common stock | 88,715,000 | $ 89,000 | 88,626,000 | |||
Offering costs - common stock | (7,385,000) | (7,385,000) | ||||
Issuance of common stock under the DRIP, shares | 1,987,822 | |||||
Issuance of common stock under the DRIP | 19,056,000 | $ 20,000 | 19,036,000 | |||
Issuance of vested and nonvested restricted common stock, shares | 22,500 | |||||
Issuance of vested and nonvested restricted common stock | 43,000 | 43,000 | ||||
Amortization of nonvested common stock compensation | 121,000 | 121,000 | ||||
Repurchase of common stock, shares | (668,646) | |||||
Repurchase of common stock | (6,192,000) | $ (6,000) | (6,186,000) | |||
Fair value adjustment to redeemable noncontrolling interests | (65,000) | (65,000) | (65,000) | |||
Dividends declared | (34,976,000) | (34,976,000) | ||||
Net loss | (20,092,000) | (20,092,000) | [1] | (20,092,000) | ||
Ending balance, Shares at Sep. 30, 2019 | 79,480,812 | |||||
Ending balance at Sep. 30, 2019 | 596,897,000 | 596,897,000 | $ 795,000 | 715,949,000 | (119,847,000) | |
Beginning balance, Shares at Jun. 30, 2019 | 79,084,339 | |||||
Beginning balance at Jun. 30, 2019 | 606,949,000 | $ 791,000 | 712,076,000 | (105,918,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, shares | (1,393) | |||||
Issuance of common stock | (14,000) | (14,000) | ||||
Offering costs - common stock | 66,000 | 66,000 | ||||
Issuance of common stock under the DRIP, shares | 691,703 | |||||
Issuance of common stock under the DRIP | 6,599,000 | $ 7,000 | 6,592,000 | |||
Issuance of vested and nonvested restricted common stock, shares | 15,000 | |||||
Issuance of vested and nonvested restricted common stock | 29,000 | 29,000 | ||||
Amortization of nonvested common stock compensation | 43,000 | 43,000 | ||||
Repurchase of common stock, shares | (308,837) | |||||
Repurchase of common stock | (2,823,000) | $ (3,000) | (2,820,000) | |||
Fair value adjustment to redeemable noncontrolling interests | (23,000) | (23,000) | ||||
Dividends declared | (12,030,000) | (12,030,000) | ||||
Net loss | (1,899,000) | (1,899,000) | [1] | (1,899,000) | ||
Ending balance, Shares at Sep. 30, 2019 | 79,480,812 | |||||
Ending balance at Sep. 30, 2019 | $ 596,897,000 | $ 596,897,000 | $ 795,000 | $ 715,949,000 | $ (119,847,000) | |
[1] | Amount excludes $19,000 and $72,000 for the three months ended September 30, 2019 and 2018, respectively, and $76,000 and $197,000 for the nine months ended September 30, 2019 and 2018, respectively, of net loss attributable to redeemable noncontrolling interests. See Note 11, Redeemable Noncontrolling Interests, for a further discussion. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Distributions declared per Class T and Class I common share (in usd per share) | $ 0.15 | $ 0.15 | $ 0.45 | $ 0.45 |
Net Loss Attributable to Redeemable Noncontrolling Interests | $ (19,000) | $ (72,000) | $ (76,000) | $ (197,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $ (20,168,000) | $ (4,897,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 35,561,000 | 24,053,000 |
Other amortization | 1,869,000 | 620,000 |
Deferred rent | (1,886,000) | (2,045,000) |
Stock based compensation | 164,000 | 145,000 |
Income from unconsolidated entity | (185,000) | 0 |
Distributions of earnings from unconsolidated entity | 75,000 | 0 |
Bad debt expense, net | 982,000 | 181,000 |
Change in fair value of derivative financial instruments | 5,401,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 2,872,000 | (5,863,000) |
Other assets | 256,000 | (430,000) |
Accounts payable and accrued liabilities | 6,023,000 | 4,176,000 |
Accounts payable due to affiliates | 142,000 | 217,000 |
Security deposits, prepaid rent, operating lease and other liabilities | (674,000) | (480,000) |
Net cash provided by operating activities | 30,432,000 | 15,677,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions of real estate investments | (153,923,000) | (248,423,000) |
Investment in unconsolidated entity | (600,000) | 0 |
Distributions in excess of earnings from unconsolidated entity | 1,013,000 | 0 |
Capital expenditures | (4,388,000) | (5,166,000) |
Real estate deposits | 2,547,000 | (3,750,000) |
Pre-acquisition expenses | (179,000) | (422,000) |
Net cash used in investing activities | (155,530,000) | (257,761,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on mortgage loans payable | (459,000) | (323,000) |
Borrowings under the line of credit and term loans | 165,600,000 | 425,500,000 |
Payments on the line of credit and term loans | (83,100,000) | (309,600,000) |
Deferred financing costs | (65,000) | (145,000) |
Proceeds from issuance of common stock | 90,438,000 | 176,417,000 |
Repurchase of common stock | (6,192,000) | (2,242,000) |
Contribution from redeemable noncontrolling interest | 151,000 | 276,000 |
Payment of offering costs | (17,457,000) | (14,030,000) |
Security deposits | (94,000) | (16,000) |
Distributions paid | (15,446,000) | (9,833,000) |
Net cash provided by financing activities | 133,376,000 | 266,004,000 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 8,278,000 | 23,920,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 14,590,000 | 7,103,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period | 22,868,000 | 31,023,000 |
Cash and cash equivalents at beginning of period | 14,388,000 | 7,087,000 |
Restricted cash at beginning of period | 202,000 | 16,000 |
Cash and cash equivalents at end of period | 22,448,000 | 30,841,000 |
Restricted cash at end of period | 420,000 | 182,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 9,369,000 | 3,010,000 |
Income taxes | 21,000 | 12,000 |
Investing Activities: | ||
Accrued capital expenditures | 4,205,000 | 2,531,000 |
Accrued pre-acquisition expenses | 184,000 | 805,000 |
Tenant improvement overage | 195,000 | 435,000 |
The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments: | ||
Right-of-use asset | 2,196,000 | 0 |
Other assets | 86,000 | 200,000 |
Mortgage loans payable, net | 9,735,000 | 5,808,000 |
Accounts payable and accrued liabilities | 783,000 | 589,000 |
Operating lease liability | 3,552,000 | 0 |
Security deposits and prepaid rent | 1,343,000 | 1,592,000 |
Financing Activities: | ||
Issuance of common stock under the DRIP | 19,056,000 | 12,435,000 |
Distributions declared but not paid | 3,933,000 | 2,960,000 |
Accrued Contingent Advisor Payment | 0 | 7,750,000 |
Accrued stockholder servicing fee | 14,241,000 | 15,203,000 |
Receivable from transfer agent | $ 0 | $ 1,667,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, was incorporated on January 23, 2015 and therefore we consider that our date of inception. We were initially capitalized on February 6, 2015 . We invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). We may also originate and acquire secured loans and real estate-related investments on an infrequent and opportunistic basis. We generally seek investments that produce current income. We qualified to be taxed as a real estate investment trust, or REIT, under the Code for federal income tax purposes beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT. On February 16, 2016, we commenced our initial public offering, or our initial offering, in which we were initially offering to the public up to $3,150,000,000 in shares of our Class T common stock, consisting of up to $3,000,000,000 in shares of our Class T common stock in the primary portion of our initial offering and up to $150,000,000 in shares of our Class T common stock pursuant to our distribution reinvestment plan, as amended, or the DRIP. Effective June 17, 2016, we reallocated certain of the unsold shares of Class T common stock being offered and began offering shares of Class I common stock, such that we were offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in the primary portion of our initial offering, and up to an aggregate of $150,000,000 in shares of our Class T and Class I common stock pursuant to the DRIP, aggregating up to $3,150,000,000 . On February 15, 2019, we terminated our initial offering, and as of such date, we sold 75,639,681 aggregate shares of our Class T and Class I common stock, or approximately $754,118,000 , and a total of $31,021,000 in distributions were reinvested that resulted in 3,253,535 shares of our common stock being issued pursuant to the DRIP portion of our initial offering. See Note 12, Equity — Common Stock, for a further discussion. On January 18, 2019, we filed a Registration Statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, to register a maximum of $100,000,000 of additional shares of our common stock to be issued pursuant to the DRIP, or the 2019 DRIP Offering. The Registration Statement on Form S-3 was automatically effective with the United States Securities and Exchange Commission, or the SEC, upon its filing. We commenced offering shares pursuant to the 2019 DRIP Offering on March 1, 2019, following the termination of our initial offering on February 15, 2019. See Note 12, Equity — Distribution Reinvestment Plan, for a further discussion. We collectively refer to the DRIP portion of our initial offering and the 2019 DRIP Offering as our DRIP Offerings. As of September 30, 2019 , a total of $15,131,000 in distributions were reinvested that resulted in 1,581,073 shares of our common stock being issued pursuant to the 2019 DRIP Offering. We conduct substantially all of our operations through Griffin-American Healthcare REIT IV Holdings, LP, or our operating partnership. We are externally advised by Griffin-American Healthcare REIT IV Advisor, LLC, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor. The Advisory Agreement was effective as of February 16, 2016 and had a one -year initial term, subject to successive one -year renewals upon the mutual consent of the parties. The Advisory Agreement was last renewed pursuant to the mutual consent of the parties on February 12, 2019 and expires on February 16, 2020. Our advisor uses its best efforts, subject to the oversight and review of our board of directors, or our board, to, among other things, research, identify, review and make investments in and dispositions of properties and securities on our behalf consistent with our investment policies and objectives. Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary. Our advisor is 75.0% owned and managed by American Healthcare Investors, LLC, or American Healthcare Investors, and 25.0% owned by a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital, or collectively, our co-sponsors. American Healthcare Investors is 47.1% owned by AHI Group Holdings, LLC, or AHI Group Holdings, 45.1% indirectly owned by Colony Capital, Inc. (NYSE: CLNY), or Colony Capital, and 7.8% owned by James F. Flaherty III, a former partner of Colony Capital. We are not affiliated with Griffin Capital, Griffin Capital Securities, LLC, or our dealer manager, Colony Capital or Mr. Flaherty; however, we are affiliated with Griffin-American Healthcare REIT IV Advisor, LLC, American Healthcare Investors and AHI Group Holdings. We currently operate through four reportable business segments: medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities. As of September 30, 2019 , we had completed 41 property acquisitions whereby we owned 78 properties, comprising 83 buildings, or approximately 4,359,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $981,689,000 . As of September 30, 2019 , we also own a 6.0% interest in a joint venture which owns a portfolio of integrated senior health campuses and ancillary businesses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding our accompanying condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying condensed consolidated financial statements. Basis of Presentation Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership and the wholly owned subsidiaries of our operating partnership, as well as any VIEs in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance. We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the interests in properties acquired on our behalf. We a re the sole general partner of our operating partnership, and as of September 30, 2019 and December 31, 2018 , we owned greater than a 99.99% general partnership interest therein. Our advisor is a limited partner, and as of September 30, 2019 and December 31, 2018 , owned less than a 0.01% noncontrolling limited partnership interest in our operating partnership. Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our accompanying condensed consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation. Interim Unaudited Financial Data Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results that may be expected for the full year; such full year results may be less favorable. In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2018 Annual Report on Form 10-K, as filed with the SEC on March 18, 2019. Use of Estimates The preparation of our accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through property acquisitions, allowance for uncollectible accounts, impairment of long-lived assets and contingencies. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. Leases On January 1, 2019, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 842, Leases , or ASC Topic 842. ASC Topic 842 supersedes ASC Topic 840, Leases , or ASC Topic 840. We adopted ASC Topic 842 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption. Therefore, with respect to our leases as both lessees and lessors, information is presented under ASC Topic 842 as of and for the three and nine months ended September 30, 2019 , and under ASC Topic 840 as of December 31, 2018 and for the three and nine months ended September 30, 2018. In addition, ASC Topic 842 provides a practical expedient package that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement; (ii) the lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs. We elected such practical expedient package upon our adoption of ASC Topic 842 on January 1, 2019. We determine if a contract is a lease upon inception of the lease. We maintain a distinction between finance and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. Lessee: Pursuant to ASC Topic 842, lessees are required to recognize the following for all leases with terms greater than 12 months at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The lease liability is calculated by using either the implicit rate of the lease or the incremental borrowing rate. As a result of the adoption of ASC Topic 842 on January 1, 2019, we recognized an initial amount of operating lease liabilities of $5,334,000 in our condensed consolidated balance sheet for all of our ground leases. In addition, we recorded corresponding right-of-use assets of $11,239,000 , which are the lease liabilities, net of the existing accrued straight-line rent liabilities and adjusted for unamortized above/below market ground lease intangibles. The accretion of lease liabilities and amortization expense on right-of-use assets for our operating leases are included in rental expenses in our accompanying condensed consolidated statements of operations. Operating lease liabilities are calculated using our incremental borrowing rate based on the information available as of the lease commencement date. Lessor: Pursuant to ASC Topic 842, lessors bifurcate lease revenues into lease components and non-lease components and separately recognize and disclose non-lease components that are executory in nature. Lease components continue to be recognized on a straight-line basis over the lease term and certain non-lease components may be accounted for under the new revenue recognition guidance in ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606. See “Revenue Recognition” section below. ASC Topic 842 also provides for a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. Such practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component; and (ii) the lease component, if accounted for separately, would be classified as an operating lease. In addition, such practical expedient causes an entity to assess whether a contract is predominately lease or service based, and recognize the revenue from the entire contract under the relevant accounting guidance. Effective upon our adoption of ASC Topic 842 on January 1, 2019, we recognize revenue for our medical office buildings, senior housing and skilled nursing facilities segments under ASC Topic 842 as real estate revenue. Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable. Tenant reimbursement revenue, which comprises additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, are considered non-lease components. We qualified for and elected the practical expedient as outlined above to combine the non-lease component with the lease component, which is the predominant component, and therefore is recognized as part of real estate revenue. In addition, as lessors, we exclude certain lessor costs (i.e., property taxes and insurance) paid directly by a lessee to third parties on our behalf from our measurement of variable lease revenue and associated expense (i.e., no gross up of revenue and expense for these costs); and include lessor costs that we paid and are reimbursed by the lessee in our measurement of variable lease revenue and associated expense (i.e., gross up revenue and expense for these costs). Therefore, we no longer record revenue or expense when the lessee pays the property taxes and insurance directly to a third party. Our senior housing — RIDEA facilities offer residents room and board (lease component), standard meals and monthly healthcare services (non-lease component), and certain ancillary services that are not contemplated in the lease with each resident (i.e., laundry, guest meals, etc.). For our senior housing — RIDEA facilities, we recognize revenue under ASC Topic 606 as resident fees and services, based on our predominance assessment from electing the practical expedient outlined above. See “Revenue Recognition” section below. See Note 16, Leases , for a further discussion. Revenue Recognition On January 1, 2018, we adopted ASC Topic 606, applying the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The adoption of ASC Topic 606 did not have a material impact on the measurement nor on the recognition of revenue as of January 1, 2018; therefore, no cumulative adjustment has been made to the opening balance of retained earnings at the beginning of 2018. Real estate revenue Prior to January 1, 2019, minimum annual rental revenue was recognized on a straight-line basis over the term of the related lease (including rent holidays) in accordance with ASC Topic 840. Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements were recorded to deferred rent receivable. Tenant reimbursement revenue was recognized as revenue in the period in which the related expenses were incurred. Tenant reimbursements were recognized and presented in accordance with ASC Subtopic 606-10-55-36, Revenue Recognition — Principal Versus Agent Consideration, or ASC Subtopic 606. ASC Subtopic 606 requires that these reimbursements be recorded on a gross basis as we are generally primarily responsible to fulfill the promise to provide specified goods and services. We recognized lease termination fees at such time when there was a signed termination letter agreement, all of the conditions of such agreement had been met and the tenant was no longer occupying the property. Effective January 1, 2019, we recognize real estate revenue in accordance with ASC Topic 842. See “Leases” section above. Resident fees and services revenue Disaggregation of Resident Fees and Services Revenue Resident fees and services revenue includes fees for basic housing and assisted living care. We record revenue when services are rendered at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered. The following tables disaggregate our resident fees and services revenue by line of business, according to whether such revenue is recognized at a point in time or over time: Three Months Ended September 30, 2019 2018 Point in Time Over Time Total Point in Time Over Time Total Senior housing — RIDEA $ 144,000 $ 11,721,000 $ 11,865,000 $ 219,000 $ 9,550,000 $ 9,769,000 Nine Months Ended September 30, 2019 2018 Point in Time Over Time Total Point in Time Over Time Total Senior housing — RIDEA $ 501,000 $ 33,552,000 $ 34,053,000 $ 639,000 $ 25,965,000 $ 26,604,000 The following tables disaggregate our resident fees and services revenue by payor class: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Medicaid $ 1,414,000 $ 1,498,000 $ 4,500,000 $ 4,495,000 Private and other payors 10,451,000 8,271,000 29,553,000 22,109,000 Total resident fees and services $ 11,865,000 $ 9,769,000 $ 34,053,000 $ 26,604,000 Accounts Receivable, Net — Resident Fees and Services The beginning and ending balances of accounts receivable, net — resident fees and services are as follows: Medicaid Private and Other Payors Total Beginning balance — January 1, 2019 $ 6,098,000 $ 644,000 $ 6,742,000 Ending balance — September 30, 2019 4,011,000 931,000 4,942,000 (Decrease)/increase $ (2,087,000 ) $ 287,000 $ (1,800,000 ) Financing Component We have elected the practical expedient allowed under ASC Topic 606-10-32-18 and, therefore, we do not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to our expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. Contract Costs We have applied the practical expedient provided by ASC Topic 340-40-25-4 and, therefore, all incremental customer contract acquisition costs are expensed as they are incurred since the amortization period of the asset that we otherwise would have recognized is one year or less in duration. Tenant and Resident Receivables and Allowance for Uncollectible Accounts Resident receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements. Upon our adoption of ASC Topic 606, substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying condensed consolidated statements of operations. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions and other relevant factors. Prior to our adoption of ASC Topic 842, tenant receivables and unbilled deferred rent receivables were reduced for uncollectible amounts. Such amounts were charged to bad debt expense, which was included in general and administrative in our accompanying condensed consolidated statements of operations. Effective upon our adoption of ASC Topic 842 on January 1, 2019, such amounts are recognized as direct reductions of real estate revenue in our accompanying condensed consolidated statements of operations. Derivative Financial Instruments We are exposed to the effect of interest rate changes in the normal course of business. We seek to mitigate these risks by following established risk management policies and procedures, which include the occasional use of derivatives. Our primary strategy in entering into derivative contracts, such as fixed interest rate swaps, is to add stability to interest expense and to manage our exposure to interest rate movements by effectively converting a portion of our variable-rate debt to fixed-rate debt. We do not enter into derivative instruments for speculative purposes. Derivatives are recognized as either assets or liabilities in our accompanying condensed consolidated balance sheets and are measured at fair value in accordance with ASC Topic 815, Derivatives and Hedging , or ASC Topic 815. ASC Topic 815 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. Since our derivative instruments are not designated as hedge instruments, they do not qualify for hedge accounting under ASC Topic 815. Changes in the fair value of derivative financial instruments are recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying condensed consolidated statements of operations. See Note 8, Derivative Financial Instruments , and Note 14, Fair Value Measurements , for a further discussion of our derivative financial instruments. Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update, or ASU, 2016-13, Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Subsequently, in November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, or ASU 2018-19 , which amended the scope of ASU 2016-13 to clarify that operating lease receivables should be accounted for under the new leasing standard ASC Topic 842. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2019-04 , to increase stakeholders’ awareness of the amendments and to expedite improvements to the Accounting Standards Codification. In May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief, or ASU 2019-05, to address certain stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. ASU 2016-13, ASU 2018-19, ASU 2019-04 and ASU 2019-05 are effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted. We do not expect the adoption of such accounting pronouncements on January 1, 2020 to have a material impact to our consolidated financial statements and disclosures based on our ongoing evaluation. In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13, which modifies the disclosure requirements in ASC Topic 820, Fair Value Measurements and Disclosures , by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 measurements. ASU 2018-13 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. We do not expect the adoption of ASU 2018-13 on January 1, 2020 to have a material impact to our consolidated financial statement disclosures. |
Real Estate Investments, Net
Real Estate Investments, Net | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | 3. Real Estate Investments, Net Our real estate investments, net consisted of the following as of September 30, 2019 and December 31, 2018 : September 30, 2019 December 31, 2018 Building and improvements $ 799,475,000 $ 668,814,000 Land 98,822,000 83,084,000 Furniture, fixtures and equipment 6,088,000 5,090,000 904,385,000 756,988,000 Less: accumulated depreciation (43,929,000 ) (25,312,000 ) Total $ 860,456,000 $ 731,676,000 Depreciation expense for the three months ended September 30, 2019 and 2018 was $6,806,000 and $4,384,000 , respectively, and for the nine months ended September 30, 2019 and 2018 was $20,256,000 and $11,581,000 , respectively. In addition to the property acquisitions discussed below, for the three and nine months ended September 30, 2019 , we incurred capital expenditures of $1,344,000 and $2,190,000 , respectively, for our medical office buildings and $309,000 and $1,207,000 , respectively, for our senior housing — RIDEA facilities. We did not incur any capital expenditures for our senior housing facilities or skilled nursing facilities for the three and nine months ended September 30, 2019 . Acquisitions in 2019 For the nine months ended September 30, 2019 , using net proceeds from our initial offering and debt financing, we completed the acquisition of 14 buildings from unaffiliated third parties. The following is a summary of our property acquisitions for the nine months ended September 30, 2019 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Mortgage Loan Payable(2) Line of Credit(3) Total Acquisition Fee(4) Lithonia MOB Lithonia, GA Medical Office 03/05/19 $ 10,600,000 $ — $ — $ 477,000 West Des Moines SNF West Des Moines, IA Skilled Nursing 03/24/19 7,000,000 — — 315,000 Great Nord MOB Portfolio Tinley Park, IL; Chesterton and Crown Point, IN; and Plymouth, MN Medical Office 04/08/19 44,000,000 — 15,000,000 1,011,000 Michigan ALF Portfolio(5) Grand Rapids, MI Senior Housing 05/01/19 14,000,000 10,493,000 3,500,000 315,000 Overland Park MOB Overland Park, KS Medical Office 08/05/19 28,350,000 — 28,700,000 638,000 Blue Badger MOB Marysville, OH Medical Office 08/09/19 13,650,000 — 12,000,000 307,000 Bloomington MOB Bloomington, IL Medical Office 08/13/19 18,200,000 — 17,400,000 409,000 Memphis MOB Memphis, TN Medical Office 08/15/19 8,700,000 — 8,600,000 196,000 Haverhill MOB Haverhill, MA Medical Office 08/27/19 15,500,000 — 15,450,000 349,000 Total $ 160,000,000 $ 10,493,000 $ 100,650,000 $ 4,017,000 ___________ (1) We own 100% of our properties acquired for the nine months ended September 30, 2019 . (2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. (3) Represents a borrowing under the 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans , at the time of acquisition. (4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25% of the contract purchase price paid by us. In addition, the total acquisition fee may include a Contingent Advisor Payment, as defined in Note 13, Related Party Transactions , up to 2.25% of the contract purchase price paid by us. See Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. (5) We added three buildings to our existing Michigan ALF Portfolio. The other six buildings in the Michigan ALF Portfolio were acquired in December 2018. We accounted for our property acquisitions we completed for the nine months ended September 30, 2019 as asset acquisitions. We incurred and capitalized base acquisition fees and direct acquisition related expenses of $5,192,000 . In addition, we incurred Contingent Advisor Payments of $417,000 to our advisor for such property acquisitions. The following table summarizes the purchase price of the assets acquired and liabilities assumed at the time of acquisition from our property acquisitions in 2019 based on their relative fair values: 2019 Acquisitions Building and improvements $ 129,871,000 Land 15,737,000 In-place leases 18,008,000 Above-market leases 2,406,000 Right-of-use asset 2,196,000 Total assets acquired 168,218,000 Mortgage loan payable (including debt discount of $758,000) (9,735,000 ) Below-market leases (687,000 ) Operating lease liability (3,552,000 ) Total liabilities assumed (13,974,000 ) Net assets acquired $ 154,244,000 |
Identified Intangible Assets, N
Identified Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Identified Intangible Assets, Net | 4. Identified Intangible Assets, Net Identified intangible assets, net consisted of the following as of September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Amortized intangible assets: In-place leases, net of accumulated amortization of $15,647,000 and $11,299,000 as of September 30, 2019 and December 31, 2018, respectively (with a weighted average remaining life of 9.9 years and 10.3 years as of September 30, 2019 and December 31, 2018, respectively) $ 70,116,000 $ 67,332,000 Above-market leases, net of accumulated amortization of $528,000 and $323,000 as of September 30, 2019 and December 31, 2018, respectively (with a weighted average remaining life of 10.0 years and 4.5 years as of September 30, 2019 and December 31, 2018, respectively) 2,959,000 755,000 Leasehold interests, net of accumulated amortization of $217,000 as of December 31, 2018 (with a weighted average remaining life of 69.1 years as of December 31, 2018)(1) — 6,288,000 Unamortized intangible assets: Certificates of need 348,000 348,000 Total $ 73,423,000 $ 74,723,000 ___________ (1) Such amount related to our ownership of fee simple interests in the building and improvements of eight of our buildings that are subject to respective ground leases. Upon our adoption of ASC Topic 842 on January 1, 2019, such amount was reclassed to operating lease right-of-use assets in our accompanying condensed consolidated balance sheet. See Note 2, Summary of Significant Accounting Policies — Leases, and Note 16, Leases , for a further discussion. Amortization expense on identified intangible assets for the three months ended September 30, 2019 and 2018 was $2,807,000 and $4,673,000 , respectively, which included $90,000 and $47,000 , respectively, of amortization recorded against real estate revenue for above-market leases and $0 and $24,000 , respectively, of amortization recorded to rental expenses for leasehold interests in our accompanying condensed consolidated statements of operations. Amortization expense on identified intangible assets for the nine months ended September 30, 2019 and 2018 was $15,429,000 and $12,630,000 , respectively, which included $205,000 and $124,000 , respectively, of amortization recorded against real estate revenue for above-market leases and $0 and $73,000 , respectively, of amortization recorded to rental expenses for leasehold interests in our accompanying condensed consolidated statements of operations. The aggregate weighted average remaining life of the identified intangible assets was 9.9 years and 15.3 years as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019 , estimated amortization expense on the identified intangible assets for the three months ending December 31, 2019 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2019 $ 2,806,000 2020 10,459,000 2021 9,333,000 2022 8,148,000 2023 7,080,000 Thereafter 35,249,000 Total $ 73,075,000 |
Other Assets, Net
Other Assets, Net | 9 Months Ended |
Sep. 30, 2019 | |
Other Assets, Net [Abstract] | |
Other Assets, Net | 5. Other Assets, Net Other assets, net consisted of the following as of September 30, 2019 and December 31, 2018 : September 30, 2019 December 31, 2018 Investment in unconsolidated entity $ 47,297,000 $ 47,600,000 Deferred rent receivables 6,827,000 4,941,000 Deferred financing costs, net of accumulated amortization of $3,160,000 and $1,554,000 as of September 30, 2019 and December 31, 2018, respectively(1) 2,865,000 2,682,000 Prepaid expenses and deposits 2,279,000 4,447,000 Lease commissions, net of accumulated amortization of $138,000 and $64,000 as of September 30, 2019 and December 31, 2018, respectively 1,151,000 564,000 Total $ 60,419,000 $ 60,234,000 ___________ (1) Deferred financing costs only include costs related to our line of credit and term loans. See Note 7, Line of Credit and Term Loans , for a further discussion. Amortization expense on deferred financing costs of our line of credit and term loans for the three months ended September 30, 2019 and 2018 was $484,000 and $221,000 , respectively, and for the nine months ended September 30, 2019 and 2018 was $1,606,000 and $658,000 , respectively, which is recorded to interest expense in our accompanying condensed consolidated statements of operations. Amortization expense on lease commissions for the three months ended September 30, 2019 and 2018 was $29,000 and $21,000 , respectively, and for the nine months ended September 30, 2019 and 2018 was $81,000 and $39,000 , respectively. As of September 30, 2019 and December 31, 2018, the unamortized basis difference of our joint venture investment of $17,362,000 and $17,704,000 , respectively, is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the entity. This difference is being amortized over the remaining useful life of the related assets and included in income or loss from unconsolidated entity in our accompanying condensed consolidated statements of operations. |
Mortgage Loans Payable, Net
Mortgage Loans Payable, Net | 9 Months Ended |
Sep. 30, 2019 | |
Mortgage Loans Payable, Net [Abstract] | |
Mortgage Loans Payable, Net | 6. Mortgage Loans Payable, Net As of September 30, 2019 and December 31, 2018 , mortgage loans payable were $27,290,000 ( $26,229,000 , net of discount/premium and deferred financing costs) and $17,256,000 ( $16,892,000 , net of discount/premium and deferred financing costs), respectively. As of September 30, 2019 , we had four fixed-rate mortgage loans with interest rates ranging from 3.67% to 5.25% per annum, maturity dates ranging from April 1, 2020 to February 1, 2051 and a weighted average effective interest rate of 4.18% . As of December 31, 2018, we had three fixed-rate mortgage loans with interest rates ranging from 3.75% to 5.25% per annum, maturity dates ranging from April 1, 2020 to August 1, 2029 and a weighted average effective interest rate of 4.51% . The following table reflects the changes in the carrying amount of mortgage loans payable, net for the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 2018 Beginning balance $ 16,892,000 $ 11,567,000 Additions: Assumption of mortgage loans payable, net 9,735,000 5,808,000 Amortization of deferred financing costs 58,000 53,000 Amortization of discount/premium on mortgage loans payable 29,000 6,000 Deductions: Deferred financing costs (26,000 ) (123,000 ) Scheduled principal payments on mortgage loans payable (459,000 ) (323,000 ) Ending balance $ 26,229,000 $ 16,988,000 As of September 30, 2019 , the principal payments due on our mortgage loans payable for the three months ending December 31, 2019 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2019 $ 177,000 2020 8,332,000 2021 622,000 2022 651,000 2023 680,000 Thereafter 16,828,000 Total $ 27,290,000 |
Line of Credit and Term Loan
Line of Credit and Term Loan | 9 Months Ended |
Sep. 30, 2019 | |
Line of Credit Facility [Abstract] | |
Line of Credit and Term Loan | 7. Line of Credit and Term Loans On August 25, 2016, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and us, collectively as guarantors, entered into a credit agreement, or the 2016 Credit Agreement, with Bank of America, N.A., or Bank of America, as administrative agent, swing line lender and letters of credit issuer; and KeyBank, National Association, or KeyBank, as syndication agent and letters of credit issuer, to obtain a revolving line of credit with an aggregate maximum principal amount of $100,000,000 , or the 2016 Line of Credit, subject to certain terms and conditions. On August 25, 2016, we also entered into separate revolving notes, or the Revolving Notes, with each of Bank of America and KeyBank, whereby we promised to pay the principal amount of each revolving loan and accrued interest to the respective lender or its registered assigns, in accordance with the terms and conditions of the 2016 Credit Agreement. On October 31, 2017, we entered into an amendment to the 2016 Credit Agreement, or the Amendment, with Bank of America, as administrative agent, and the subsidiary guarantors and lenders named therein. The material terms of the Amendment provided for: (i) a $50,000,000 increase in the revolving line of credit from an aggregate principal amount of $100,000,000 to $150,000,000 ; (ii) a term loan with an aggregate maximum principal amount of $50,000,000 , that would have matured on August 25, 2019; (iii) our right, upon at least five business days’ prior written notice to Bank of America, to increase the 2016 Line of Credit or term loan provided that the aggregate principal amount of all such increases and additions would not have exceeded $300,000,000 ; (iv) a revision to the definition of Threshold Amount, as defined in the 2016 Credit Agreement, to reflect an increase in such amount for any Recourse Indebtedness, as defined in the 2016 Credit Agreement, to $20,000,000 , and an increase in such amount for any Non-Recourse Indebtedness, as defined in the 2016 Credit Agreement, to $50,000,000 ; (v) the revision of certain Unencumbered Property Pool Criteria, as defined in the 2016 Credit Agreement; and (vi) an increase in the maximum Consolidated Secured Leverage Ratio, as defined in the 2016 Credit Agreement, to be equal to or less than 40.0% . As a result of the Amendment, our aggregate borrowing capacity under the 2016 Line of Credit and the term loan, or collectively, the 2017 Credit Facility, was $200,000,000 . On September 28, 2018, we entered into a second amendment to 2016 Credit Agreement, or the Second Amendment, with Bank of America, as administrative agent, and the subsidiary guarantors and lenders named therein. The material terms of the Second Amendment provided for an increase in the term loan commitment by an aggregate amount equal to $150,000,000 . As a result of the Second Amendment, the aggregate borrowing capacity under the 2017 Credit Facility was $350,000,000 . Except as modified by the Second Amendment, the material terms of the 2016 Credit Agreement, as amended, remained in full force and effect. On November 20, 2018, we, through our operating partnership, terminated the 2016 Credit Agreement, as amended, and related separate revolving notes with each of Bank of America and KeyBank and entered into the 2018 Credit Agreement as described below. We currently do not have any obligations under the 2016 Credit Agreement, as amended, and related separate revolving notes. On November 20, 2018, we, through our operating partnership as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and us, collectively as guarantors, entered into a credit agreement, or the 2018 Credit Agreement, with Bank of America, as administrative agent, swing line lender and letters of credit issuer; KeyBank, as syndication agent and letters of credit issuer; Citizens Bank, National Association, as syndication agent, joint lead arranger and joint bookrunner; Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and joint bookrunner; KeyBanc Capital Markets, as joint lead arranger and joint bookrunner; and the lenders named therein, to obtain a credit facility with an aggregate maximum principal amount of $400,000,000 , or the 2018 Credit Facility. The 2018 Credit Facility consisted of a senior unsecured revolving credit facility in the initial aggregate amount of $150,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $250,000,000 , which consisted of: (i) a $200,000,000 term loan made on November 20, 2018 and (ii) an up to $50,000,000 delayed-draw term loan made one additional time during the Term Loan Delayed Draw Commitment Period, as defined in the 2018 Credit Agreement. Such delayed draw was made on January 18, 2019. The proceeds of loans made under the 2018 Credit Facility may be used for refinancing existing indebtedness and for general corporate purposes including for working capital, capital expenditures and other corporate purposes not inconsistent with obligations under the 2018 Credit Agreement. We may obtain up to $20,000,000 in the form of standby letters of credit and up to $50,000,000 in the form of swing line loans. The 2018 Credit Facility matures on November 19, 2021 and may be extended for one 12 -month period during the term of the 2018 Credit Agreement subject to satisfaction of certain conditions, including payment of an extension fee. The maximum principal amount of the 2018 Credit Facility may have been increased by up to $250,000,000 , for a total principal amount of $650,000,000 , subject to: (i) the terms of the 2018 Credit Agreement; and (ii) at least five business days prior written notice to Bank of America. At our option, the 2018 Credit Facility bears interest at per annum rates equal to (a)(i) the Eurodollar Rate, as defined in the 2018 Credit Agreement, plus (ii) a margin ranging from 1.70% to 2.20% based on our Consolidated Leverage Ratio, as defined in the 2018 Credit Agreement, or (b)(i) the greater of: (1) the prime rate publicly announced by Bank of America, (2) the Federal Funds Rate, as defined in the 2018 Credit Agreement, plus 0.50% , (3) the one-month Eurodollar Rate plus 1.00% , and (4) 0.00% , plus (ii) a margin ranging from 0.70% to 1.20% based on our Consolidated Leverage Ratio. Accrued interest on the 2018 Credit Facility is payable monthly. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions. We are required to pay a fee on the unused portion of the lenders’ commitments under the 2018 Credit Agreement at a per annum rate equal to 0.20% if the average daily used amount is greater than 50.0% of the commitments and 0.25% if the average daily used amount is less than or equal to 50.0% of the commitments, which fee shall be measured and payable on a quarterly basis. The 2018 Credit Agreement contains various affirmative and negative covenants that are customary for credit facilities and transactions of this type, including limitations on the incurrence of debt by our operating partnership and its subsidiaries and limitations on secured recourse indebtedness. The 2018 Credit Agreement also imposes certain financial covenants based on the following criteria, which are specifically defined in the 2018 Credit Agreement: (a) Consolidated Leverage Ratio; (b) Consolidated Secured Leverage Ratio; (c) Consolidated Tangible Net Worth; (d) Consolidated Fixed Charge Coverage Ratio; (e) Secured Recourse Indebtedness; (f) Consolidated Unencumbered Leverage Ratio; (g) Consolidated Unencumbered Interest Coverage Ratio; and (h) Unencumbered Indebtedness Yield. In the event of default, Bank of America has the right to terminate the commitment of each Lender, as defined in the 2018 Credit Agreement, to make Loans, as defined in the 2018 Credit Agreement, and any obligation of the L/C Issuer, as defined in the 2018 Credit Agreement, to make L/C Credit Extensions, as defined in the 2018 Credit Agreement, under the 2018 Credit Agreement, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon. As of both September 30, 2019 and December 31, 2018, our aggregate borrowing capacity under the 2018 Credit Facility was $400,000,000 . As of September 30, 2019 and December 31, 2018, borrowings outstanding totaled $357,500,000 and $275,000,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 3.76% and 4.25% per annum, respectively. On November 1, 2019, we entered into an amendment to the 2018 Credit Agreement. See Note 20, Subsequent Events — Amendment to the 2018 Corporate Line of Credit, for a further discussion. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | 8. Derivative Financial Instruments We record derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability measured at fair value. We did not have any derivative financial instruments as of December 31, 2018. The following table lists the derivative financial instruments held by us as of September 30, 2019 , which are included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets: Instrument Notional Amount Index Interest Rate Maturity Date Fair Value Swap $ 139,500,000 one month LIBOR 2.49% 11/19/21 $ 3,008,000 Swap 58,800,000 one month LIBOR 2.49% 11/19/21 1,268,000 Swap 36,700,000 one month LIBOR 2.49% 11/19/21 790,000 Swap 15,000,000 one month LIBOR 2.53% 11/19/21 335,000 $ 250,000,000 $ 5,401,000 ASC Topic 815 permits special hedge accounting if certain requirements are met. Hedge accounting allows for gains and losses on derivatives designated as hedges to be offset by the change in value of the hedged item or items or to be deferred in other comprehensive income (loss). As of September 30, 2019 , none of our derivative financial instruments were designated as hedges. Derivative financial instruments not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements of ASC Topic 815. Changes in the fair value of derivative financial instruments are recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying condensed consolidated statements of operations. For the three and nine months ended September 30, 2018, we did not have any derivative financial instruments. For the three and nine months ended September 30, 2019 , we recorded $402,000 and $5,401,000 , respectively, as an increase to interest expense in our accompanying condensed consolidated statements of operations related to the change in the fair value of our derivative financial instruments. See Note 14, Fair Value Measurements , for a further discussion of the fair value of our derivative financial instruments. |
Identified Intangible Liabiliti
Identified Intangible Liabilities, Net | 9 Months Ended |
Sep. 30, 2019 | |
Identified Intangible Liabilities [Abstract] | |
Identified Intangible Liabilities Net | 9. Identified Intangible Liabilities, Net Identified intangible liabilities, net consisted of the following as of September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Below-market leases, net of accumulated amortization of $647,000 and $678,000 as of September 30, 2019 and December 31, 2018, respectively (with a weighted average remaining life of 6.5 years and 5.7 years as of September 30, 2019 and December 31, 2018, respectively) $ 1,511,000 $ 1,245,000 Above-market leasehold interests, net of accumulated amortization of $13,000 as of December 31, 2018 (with a weighted average remaining life of 51.2 years as of December 31, 2018)(1) — 382,000 Total $ 1,511,000 $ 1,627,000 ___________ (1) Such amount related to our ownership of fee simple interests in the building and improvements of eight of our buildings that are subject to respective ground leases. Upon our adoption of ASC Topic 842 on January 1, 2019, such amount was reclassed to operating lease right-of-use assets in our accompanying condensed consolidated balance sheet. See Note 2, Summary of Significant Accounting Policies — Leases, and Note 16, Leases , for a further discussion. Amortization expense on identified intangible liabilities for the three months ended September 30, 2019 and 2018 was $212,000 and $170,000 , respectively, which included $212,000 and $168,000 , respectively, of amortization recorded to real estate revenue for below-market leases and $0 and $2,000 , respectively, of amortization recorded to rental expenses for above-market leasehold interests in our accompanying condensed consolidated statements of operations. Amortization expense on identified intangible liabilities for the nine months ended September 30, 2019 and 2018 was $421,000 and $294,000 , respectively, which included $421,000 and $288,000 , respectively, of amortization recorded to real estate revenue for below-market leases and $0 and $6,000 , respectively, of amortization recorded to rental expenses for above-market leasehold interests in our accompanying condensed consolidated statements of operations. The aggregate weighted average remaining life of the identified intangible liabilities was 6.5 years and 16.4 years as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019 , estimated amortization expense on identified intangible liabilities for the three months ending December 31, 2019 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2019 $ 95,000 2020 291,000 2021 235,000 2022 209,000 2023 199,000 Thereafter 482,000 Total $ 1,511,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows. Environmental Matters We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency. Other Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2019 | |
Redeemable Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | 11. Redeemable Noncontrolling Interests As of September 30, 2019 and December 31, 2018, our advisor owned all of our 208 Class T partnership units outstanding in our operating partnership. As of September 30, 2019 and December 31, 2018, we owned greater than a 99.99% general partnership interest in our operating partnership, and our advisor owned less than a 0.01% limited partnership interest in our operating partnership. The noncontrolling interest of our advisor in our operating partnership, which has redemption features outside of our control, is accounted for as a redeemable noncontrolling interest and is presented outside of permanent equity in our accompanying condensed consolidated balance sheets. See Note 13, Related Party Transactions — Liquidity Stage — Subordinated Participation Interest — Subordinated Distribution Upon Listing, and Note 13, Related Party Transactions — Subordinated Distribution Upon Termination, for a further discussion of the redemption features of the limited partnership units. In connection with our acquisitions of Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF, we own approximately 98% of joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian. The noncontrolling interests held by Meridian have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets. We record the carrying amount of redeemable noncontrolling interests at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions; or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 2018 Beginning balance $ 1,371,000 $ 1,002,000 Additions 151,000 276,000 Fair value adjustment to redemption value 65,000 197,000 Net loss attributable to redeemable noncontrolling interests (76,000 ) (197,000 ) Ending balance $ 1,511,000 $ 1,278,000 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Equity | 12. Equity Preferred Stock Our charter authorizes us to issue 200,000,000 shares of our preferred stock, par value $0.01 per share. As of September 30, 2019 and December 31, 2018 , no shares of our preferred stock were issued and outstanding. Common Stock Our charter authorizes us to issue 1,000,000,000 shares of our common stock, par value $0.01 per share. On February 6, 2015, our advisor acquired shares of our Class T common stock for total cash consideration of $200,000 and was admitted as our initial stockholder. We used the proceeds from the sale of shares of our Class T common stock to our advisor to make an initial capital contribution to our operating partnership. As of September 30, 2019 and December 31, 2018, our advisor owned 20,833 shares of our Class T common stock. We commenced our initial offering of shares of our common stock on February 16, 2016, and as of such date we were initially offering to the public up to $3,150,000,000 in shares of our Class T common stock, consisting of up to $3,000,000,000 in shares of our Class T common stock at a price of $10.00 per share in the primary portion of our initial offering and up to $150,000,000 in shares of our Class T common stock for $9.50 per share pursuant to the DRIP. Effective June 17, 2016, we reallocated certain of the unsold shares of our Class T common stock being offered and began offering shares of our Class I common stock, such that we were offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in the primary portion of our initial offering, and up to an aggregate of $150,000,000 in shares of our Class T and Class I common stock pursuant to the DRIP. Subsequent to the reallocation, of the 1,000,000,000 shares of common stock authorized pursuant to our charter, 900,000,000 shares are classified as Class T common stock and 100,000,000 shares are classified as Class I common stock. The shares of our Class T common stock in the primary portion of our initial offering were being offered at a price of $10.00 per share prior to April 11, 2018. The shares of our Class I common stock in the primary portion of our initial offering were being offered at a price of $9.30 per share prior to March 1, 2017 and $9.21 per share from March 1, 2017 to April 10, 2018. The shares of our Class T and Class I common stock issued pursuant to the DRIP were sold at a price of $9.50 per share prior to January 1, 2017 and $9.40 per share from January 1, 2017 to April 10, 2018. On April 6, 2018, our board, at the recommendation of the audit committee of our board, comprised solely of independent directors, unanimously approved and established an estimated per share net asset value, or NAV, of our common stock of $9.65 . As a result, on April 6, 2018, our board unanimously approved revised offering prices for each class of shares of our common stock to be sold in our initial offering based on the estimated per share NAV of our Class T and Class I common stock of $9.65 plus any applicable per share up-front selling commissions and dealer manager fees funded by us, effective April 11, 2018. Accordingly, the revised offering price for shares of our Class T common stock and Class I common stock sold pursuant to the primary portion of our initial offering on or after April 11, 2018 was $10.05 per share and $9.65 per share, respectively. On February 15, 2019, we terminated our initial offering. We continue to offer shares of our common stock pursuant to the 2019 DRIP Offering. See “Distribution Reinvestment Plan” section below for a further discussion. Each share of our common stock, regardless of class, will be entitled to one vote per share on matters presented to the common stockholders for approval; provided, however, that stockholders of one share class shall have exclusive voting rights on any amendment to our charter that would alter only the contract rights of that share class, and no stockholders of another share class shall be entitled to vote thereon. Through September 30, 2019 , we had issued 75,639,681 aggregate shares of our Class T and Class I common stock in connection with the primary portion of our initial offering and 4,834,608 aggregate shares of our Class T and Class I common stock pursuant to our DRIP Offerings. We also granted an aggregate of 82,500 shares of our restricted Class T common stock to our independent directors and repurchased 1,096,810 shares of our common stock under our share repurchase plan through September 30, 2019 . As of September 30, 2019 and December 31, 2018 , we had 79,480,812 and 69,254,971 aggregate shares of our Class T and Class I common stock, respectively, issued and outstanding. Distribution Reinvestment Plan We had registered and reserved $150,000,000 in shares of our common stock for sale pursuant to the DRIP in our initial offering. The DRIP allows stockholders to purchase additional Class T shares and Class I shares of our common stock through the reinvestment of distributions during our initial offering. Pursuant to the DRIP, distributions with respect to Class T shares are reinvested in Class T shares and distributions with respect to Class I shares are reinvested in Class I shares. On February 15, 2019, we terminated our initial offering. We continue to offer up to $100,000,000 in shares of our common stock pursuant to the 2019 DRIP Offering. Since April 6, 2018, our board has approved and established an estimated per share NAV on at least an annual basis. Commencing with the distribution payment to stockholders paid in the month following such board approval, shares of our common stock issued pursuant the DRIP were or will be issued at the current estimated per share NAV until such time as our board determines an updated estimated per share NAV. The following is a summary of our historical and current estimated per share NAV: Approval Date by our Board Established Per Share NAV (Unaudited) 04/06/18 $ 9.65 04/04/19 $ 9.54 For the three months ended September 30, 2019 and 2018, $6,599,000 and $4,668,000 , respectively, in distributions were reinvested and 691,703 and 483,737 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings. For the nine months ended September 30, 2019 and 2018, $19,056,000 and $12,435,000 , respectively, in distributions were reinvested and 1,987,822 and 1,302,271 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings. As of September 30, 2019 and December 31, 2018, a total of $46,153,000 and $27,097,000 , respectively, in distributions were reinvested that resulted in 4,834,608 and 2,846,786 shares of our common stock, respectively, being issued pursuant to our DRIP Offerings. Share Repurchase Plan In February 2016, our board approved a share repurchase plan. The share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases will be made at the sole discretion of our board. Subject to the availability of the funds for share repurchases, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0% of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided, however, that shares subject to a repurchase requested upon the death of a stockholder will not be subject to this cap. Funds for the repurchase of shares of our common stock will come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to our DRIP Offerings. All repurchases of our shares of common stock are subject to a one -year holding period, except for repurchases made in connection with a stockholder’s death or “qualifying disability,” as defined in our share repurchase plan. Further, all share repurchases are repurchased following a one -year holding period at a price between 92.5% to 100% of each stockholder’s repurchase amount depending on the period of time their shares have been held. During our initial offering and with respect to shares repurchased for the quarter ending March 31, 2019, the repurchase amount for shares repurchased under our share repurchase plan was equal to the lesser of (i) the amount per share that a stockholder paid for their shares of our common stock, or (ii) the per share offering price in our initial offering. Commencing with shares repurchased for the quarter ending June 30, 2019, the repurchase amount for shares repurchased under our share repurchase plan is the lesser of (i) the amount per share the stockholder paid for their shares of our common stock, or (ii) the most recent estimated value of one share of the applicable class of common stock as determined by our board. See the summary of our historical and current estimated per share NAV in the “Distribution Reinvestment Plan” section above. However, if shares of our common stock are repurchased in connection with a stockholder’s death or qualifying disability, the repurchase price will be no less than 100% of the price paid to acquire the shares of our common stock from us. Furthermore, our share repurchase plan provides that if there are insufficient funds to honor all repurchase requests, pending requests will be honored among all requests for repurchase in any given repurchase period, as follows: first, pro rata as to repurchases sought upon a stockholder’s death; next, pro rata as to repurchases sought by stockholders with a qualifying disability; and, finally, pro rata as to other repurchase requests. For the three months ended September 30, 2019 and 2018, we received share repurchase requests and repurchased 308,837 and 115,847 shares of our common stock, respectively, for an aggregate of $2,823,000 and $1,110,000 , respectively, at an average repurchase price of $9.14 and $9.58 per share, respectively. For the nine months ended September 30, 2019 and 2018, we received share repurchase requests and repurchased 668,646 and 236,230 shares of our common stock, respectively, for an aggregate of $6,192,000 and $2,242,000 , respectively, at an average repurchase price of $9.26 and $9.49 per share, respectively. As of September 30, 2019 and December 31, 2018, we received share repurchase requests and repurchased 1,096,810 and 428,164 shares of our common stock, respectively, for an aggregate of $10,239,000 and $4,047,000 , respectively, at an average repurchase price of $9.34 and $9.45 per share, respectively. All shares were repurchased using the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP Offerings. 2015 Incentive Plan We adopted our incentive plan pursuant to which our board or a committee of our independent directors may make grants of options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, employees and consultants. The maximum number of shares of our common stock that may be issued pursuant to our incentive plan is 4,000,000 shares. For the nine months ended September 30, 2019 and 2018, we granted an aggregate of 22,500 shares of our restricted Class T common stock at a weighted average grant date fair value of $9.54 and $10.05 per share, respectively, to our independent directors in connection with their re-election to our board or in consideration for their past services rendered. Such shares vested 20.0% immediately on the grant date and 20.0% will vest on each of the first four anniversaries of the grant date. For the three months ended September 30, 2019 and 2018, we recognized stock compensation expense of $72,000 and $70,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we recognized stock compensation expense of $164,000 and $145,000 , respectively, which is included in general and administrative in our accompanying condensed consolidated statements of operations. Offering Costs Selling Commissions We generally paid our dealer manager selling commissions of up to 3.0% of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to the primary portion of our initial offering. Our dealer manager was permitted to enter into participating dealer agreements with participating dealers that provided for a reduction or waiver of selling commissions. To the extent that selling commissions were less than 3.0% of the gross offering proceeds for any Class T shares sold, such reduction in selling commissions was accompanied by a corresponding reduction in the applicable per share purchase price for purchases of such shares. No selling commissions were payable on Class I shares or shares of our common stock sold pursuant to our DRIP Offerings. Our dealer manager was permitted to re-allow all or a portion of these fees to participating broker-dealers. For the three months ended September 30, 2019 and 2018, we incurred $0 and $1,717,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred $2,241,000 and $4,858,000 , respectively, in selling commissions to our dealer manager. Such commissions were charged to stockholders’ equity as such amounts were paid to our dealer manager from the gross proceeds of our initial offering. Dealer Manager Fee With respect to shares of our Class T common stock, our dealer manager generally received a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to our initial offering, of which 1.0% of the gross offering proceeds was funded by us and up to an amount equal to 2.0% of the gross offering proceeds was funded by our advisor. With respect to shares of our Class I common stock, prior to March 1, 2017, our dealer manager generally received a dealer manager fee up to 3.0% of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to the primary portion of our initial offering, of which 1.0% of the gross offering proceeds was funded by us and an amount equal to 2.0% of the gross offering proceeds was funded by our advisor. Effective March 1, 2017, our dealer manager generally received a dealer manager fee up to an amount equal to 1.5% of the gross offering proceeds from the sale of Class I shares pursuant the primary portion of our initial offering, all of which was funded by our advisor. Our dealer manager was permitted to enter into participating dealer agreements with participating dealers that provided for a reduction or waiver of dealer manager fees. To the extent that the dealer manager fee was less than 3.0% of the gross offering proceeds for any Class T shares sold and less than 1.5% of the gross offering proceeds for any Class I shares sold, such reduction was applied first to the portion of the dealer manager fee funded by our advisor. To the extent that any reduction in dealer manager fee exceeded the portion of the dealer manager fee funded by our advisor, such excess reduction was accompanied by a corresponding reduction in the applicable per share purchase price for purchases of such shares. No dealer manager fee was payable on shares of our common stock sold pursuant to our DRIP Offerings. Our dealer manager was permitted to re-allow all or a portion of these fees to participating broker-dealers. For the three months ended September 30, 2019 and 2018, we incurred $0 and $587,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred $759,000 and $1,648,000 , respectively, in dealer manager fees to our dealer manager. Such fees were charged to stockholders’ equity as such amounts were paid to our dealer manager or its affiliates from the gross proceeds of our initial offering. See Note 13, Related Party Transactions — Offering Stage — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by our advisor. Stockholder Servicing Fee We pay our dealer manager a quarterly stockholder servicing fee with respect to our Class T shares sold as additional compensation to the dealer manager and participating broker-dealers. No stockholder servicing fee is paid with respect to Class I shares or shares of our common stock sold pursuant to our DRIP Offerings. The stockholder servicing fee accrues daily in an amount equal to 1/365th of 1.0% of the purchase price per share of our Class T shares sold in the primary portion of our initial offering and, in the aggregate will not exceed an amount equal to 4.0% of the gross proceeds from the sale of Class T shares in the primary portion of our initial offering. We will cease paying the stockholder servicing fee with respect to our Class T shares sold in the primary portion of our initial offering upon the occurrence of certain defined events. Our dealer manager may re-allow to participating broker-dealers all or a portion of the stockholder servicing fee for services that such participating broker-dealers perform in connection with the shares of our Class T common stock. By agreement with participating broker-dealers, such stockholder servicing fee may be reduced or limited. Following the termination of our initial offering on February 15, 2019, we no longer incur additional stockholder servicing fees. For the nine months ended September 30, 2019 and 2018, we incurred $2,536,000 and $5,602,000 , respectively, in stockholder servicing fees to our dealer manager. As of September 30, 2019 and December 31, 2018, we accrued $14,241,000 and $16,395,000 , respectively, in connection with the stockholder servicing fee payable, which is included in accounts payable and accrued liabilities with a corresponding offset to stockholders’ equity in our accompanying condensed consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Fees and Expenses Paid to Affiliates All of our executive officers and one of our non-independent directors are also executive officers and employees and/or holders of a direct or indirect interest in our advisor, one of our co-sponsors or other affiliated entities. We are affiliated with our advisor, American Healthcare Investors and AHI Group Holdings; however, we are not affiliated with Griffin Capital, our dealer manager, Colony Capital or Mr. Flaherty. We entered into the Advisory Agreement, which entitles our advisor and its affiliates to specified compensation for certain services, as well as reimbursement of certain expenses. Our board, including a majority of our independent directors, has reviewed the material transactions between our affiliates and us during the three and nine months ended September 30, 2019 and 2018. Set forth below is a description of the transactions with affiliates. We believe that we have executed all of the transactions set forth below on terms that are fair and reasonable to us and on terms no less favorable to us than those available from unaffiliated third parties. For the three months ended September 30, 2019 and 2018, we incurred $4,478,000 and $6,968,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred $12,626,000 and $14,097,000 , respectively, in fees and expenses to our affiliates as detailed below. Offering Stage Dealer Manager Fee With respect to shares of our Class T common stock, our dealer manager generally received a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to the primary portion of our initial offering, of which 1.0% of the gross offering proceeds was funded by us and up to an amount equal to 2.0% of the gross offering proceeds was funded by our advisor. With respect to shares of our Class I common stock, prior to March 1, 2017, our dealer manager generally received a dealer manager fee up to 3.0% of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to the primary portion of our initial offering, of which 1.0% of the gross offering proceeds was funded by us and an amount equal to 2.0% of the gross offering proceeds was funded by our advisor. Effective March 1, 2017, our dealer manager generally received a dealer manager fee up to an amount equal to 1.5% of the gross offering proceeds from the sale of Class I shares pursuant to the primary portion of our initial offering, all of which was funded by our advisor. Our dealer manager was permitted to enter into participating dealer agreements with participating dealers that provided for a reduction or waiver of dealer manager fees. To the extent that the dealer manager fee was less than 3.0% of the gross offering proceeds for any Class T shares sold and less than 1.5% of the gross offering proceeds for any Class I shares sold, such reduction was applied first to the portion of the dealer manager fee funded by our advisor. To the extent that any reduction in dealer manager fee exceeded the portion of the dealer manager fee funded by our advisor, such excess reduction was accompanied by a corresponding reduction in the applicable per share purchase price for purchases of such shares. No dealer manager fee was payable on shares of our common stock sold pursuant to our DRIP Offerings. Our advisor recouped the portion of the dealer manager fee it funded through the receipt of the Contingent Advisor Payment from us, as described below, through the payment of acquisition fees. For the three months ended September 30, 2019 and 2018, we incurred $0 and $1,193,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred $1,687,000 and $3,393,000 , respectively, payable to our advisor as part of the Contingent Advisor Payment in connection with the dealer manager fee that our advisor had incurred. Such fee was charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying condensed consolidated balance sheets. See Note 12, Equity — Offering Costs — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by us. Other Organizational and Offering Expenses Our other organizational and offering expenses incurred in connection with the primary portion of our initial offering (other than selling commissions, the dealer manager fee and the stockholder servicing fee) are funded by our advisor. Our advisor recoups such expenses it funded through the receipt of the Contingent Advisor Payment from us, as described below, through the payment of acquisition fees. No other organizational and offering expenses were paid with respect to shares of our common stock sold pursuant to our DRIP Offerings. For the three months ended September 30, 2019 and 2018, we incurred $0 and $270,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred $112,000 and $1,178,000 , respectively, payable to our advisor as part of the Contingent Advisor Payment in connection with the other organizational and offering expenses that our advisor had incurred. Such expenses were charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying condensed consolidated balance sheets. Acquisition and Development Stage Acquisition Fee We pay our advisor or its affiliates an acquisition fee of up to 4.50% of the contract purchase price, including any contingent or earn-out payments that may be paid, of each property we acquire or, with respect to any real estate-related investment we originate or acquire, up to 4.25% of the origination or acquisition price, including any contingent or earn-out payments that may be paid. The 4.50% or 4.25% acquisition fees consist of a 2.25% or 2.00% base acquisition fee, or the base acquisition fee, for real estate and real estate-related acquisitions, respectively, and an additional 2.25% contingent advisor payment, or the Contingent Advisor Payment. The Contingent Advisor Payment allows our advisor to recoup the portion of the dealer manager fee and other organizational and offering expenses funded by our advisor. Therefore, the amount of the Contingent Advisor Payment paid upon the closing of an acquisition shall not exceed the then outstanding amounts paid by our advisor for dealer manager fees and other organizational and offering expenses at the time of such closing. For these purposes, the amounts paid by our advisor and considered as “outstanding” were reduced by the amount of the Contingent Advisor Payment previously paid. Notwithstanding the foregoing, the initial $7,500,000 of amounts paid by our advisor to fund the dealer manager fee and other organizational and offering expenses, or the Contingent Advisor Payment Holdback, was retained by us until February 2019, the termination of our initial offering and the third anniversary of the commencement date of our initial offering, at which time such amount was paid to our advisor. Our advisor or its affiliates are entitled to receive these acquisition fees for properties and real estate-related investments acquired with funds raised in our initial offering, including acquisitions completed after the termination of the Advisory Agreement (including imputed leverage of 50.0% on funds raised in our initial offering), or funded with net proceeds from the sale of a property or real estate-related investment, subject to certain conditions. Our advisor may waive or defer all or a portion of the acquisition fee at any time and from time to time, in our advisor’s sole discretion. The base acquisition fee in connection with the acquisition of real estate investments accounted for as business combinations is expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. The base acquisition fee in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments is capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. For the three months ended September 30, 2019 and 2018, we incurred base acquisition fees of $1,922,000 and $4,007,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred base acquisition fees of $3,663,000 and $5,581,000 , respectively, to our advisor. As of September 30, 2019 and December 31, 2018, we recorded $0 and $7,866,000 , respectively, as part of the Contingent Advisor Payment, which is included in accounts payable due to affiliates with a corresponding offset to stockholders’ equity in our accompanying condensed consolidated balance sheets. As of September 30, 2019 , we have paid $20,980,000 in Contingent Advisor Payments to our advisor. For a further discussion of amounts paid in connection with the Contingent Advisor Payment, see “Dealer Manager Fee” and “Other Organizational and Offering Expenses,” sections above. In addition, see Note 3, Real Estate Investments, Net , and Note 20, Subsequent Events , for a further discussion. Development Fee In the event our advisor or its affiliates provide development-related services, we pay our advisor or its affiliates a development fee in an amount that is usual and customary for comparable services rendered for similar projects in the geographic market where the services are provided; however, we will not pay a development fee to our advisor or its affiliates if our advisor or its affiliates elect to receive an acquisition fee based on the cost of such development. For the three and nine months ended September 30, 2019 , we incurred development fees of $0 and $14,000 , respectively, to our advisor, which was expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. For the three and nine months ended September 30, 2018, we did not incur any development fees to our advisor or its affiliates. Reimbursement of Acquisition Expenses We reimburse our advisor or its affiliates for acquisition expenses related to selecting, evaluating and acquiring assets, which are reimbursed regardless of whether an asset is acquired. The reimbursement of acquisition expenses, acquisition fees, total development costs and real estate commissions paid to unaffiliated third parties will not exceed, in the aggregate, 6.0% of the contract purchase price of the property or real estate-related investments, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction. For the nine months ended September 30, 2019 and 2018, such fees and expenses paid did not exceed 6.0% of the contract purchase price of our property acquisitions, except with respect to our acquisitions of Athens MOB Portfolio, Northern California Senior Housing Portfolio, Pinnacle Warrenton ALF, Glendale MOB, Missouri SNF Portfolio, Flemington MOB Portfolio and West Des Moines SNF, which excess fees were approved by our directors as set forth above. Reimbursements of acquisition expenses in connection with the acquisition of real estate investments accounted for as business combinations are expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. Reimbursements of acquisition expenses in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments are capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. For the three and nine months ended September 30, 2019 , we did no t incur any acquisition expenses payable to our advisor or its affiliates. For the three and nine months ended September 30, 2018, we incurred $0 and $1,000 , respectively, in acquisition expenses payable to our advisor or its affiliates. Operational Stage Asset Management Fee We pay our advisor or its affiliates a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.80% of average invested assets. For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate investments and real estate-related investments, before deducting depreciation, amortization, bad debt and other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation. For the three months ended September 30, 2019 and 2018, we incurred $2,120,000 and $1,271,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred $6,012,000 and $3,299,000 , respectively, in asset management fees to our advisor, which are included in general and administrative in our accompanying condensed consolidated statements of operations. Property Management Fee American Healthcare Investors or its designated personnel may provide property management services with respect to our properties or may sub-contract these duties to any third party and provide oversight of such third-party property manager. We pay American Healthcare Investors a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows: (i) a property management oversight fee of 1.0% of the gross monthly cash receipts of any stand-alone, single-tenant, net leased property, except for such properties operated utilizing a RIDEA structure, for which we pay a property management oversight fee of 1.5% of the gross monthly cash receipts with respect to such property; (ii) a property management oversight fee of 1.5% of the gross monthly cash receipts of any property that is not a stand-alone, single-tenant, net leased property and for which American Healthcare Investors or its designated personnel provide oversight of a third party that performs the duties of a property manager with respect to such property; or (iii) a fair and reasonable property management fee that is approved by a majority of our directors, including a majority of our independent directors, that is not less favorable to us than terms available from unaffiliated third parties for any property that is not a stand-alone, single-tenant, net leased property and for which American Healthcare Investors or its designated personnel directly serve as the property manager without sub-contracting such duties to a third party. Property management fees are included in property operating expenses and rental expenses in our accompanying condensed consolidated statements of operations. For the three months ended September 30, 2019 and 2018, we incurred property management fees of $318,000 and $200,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred property management fees of $871,000 and $506,000 , respectively, to American Healthcare Investors. Lease Fees We may pay our advisor or its affiliates a separate fee for any leasing activities in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Such fee is generally expected to range from 3.0% to 6.0% of the gross revenues generated during the initial term of the lease. Lease fees are capitalized as lease commissions, which are included in other assets, net in our accompanying condensed consolidated balance sheets, and amortized over the term of the lease. For the three months ended September 30, 2019 and 2018, we incurred lease fees of $21,000 and $6,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred lease fees of $71,000 and $83,000 , respectively. Construction Management Fee In the event that our advisor or its affiliates assist with planning and coordinating the construction of any capital or tenant improvements, we pay our advisor or its affiliates a construction management fee of up to 5.0% of the cost of such improvements. Construction management fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets or are expensed and included in our accompanying condensed consolidated statements of operations, as applicable. For the three months ended September 30, 2019 and 2018, we incurred construction management fees of $73,000 and $11,000 , respectively, and for the nine months ended September 30, 2019 and 2018, we incurred construction management fees of $99,000 and $13,000 , respectively. Operating Expenses We reimburse our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations. However, we cannot reimburse our advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of: (i) 2.0% of our average invested assets, as defined in the Advisory Agreement; or (ii) 25.0% of our net income, as defined in the Advisory Agreement, unless our independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient. The following table reflects our operating expenses as a percentage of average invested assets and as a percentage of net income for the 12 month periods then ended: 12 months ended September 30, 2019 2018 Operating expenses as a percentage of average invested assets 1.2 % 1.3 % Operating expenses as a percentage of net income 42.0 % 26.6 % For the 12 months ended September 30, 2019 and 2018, our operating expenses did not exceed the aforementioned limitations as 2.0% of our average invested assets was greater than 25.0% of our net income. For the three months ended September 30, 2019 and 2018, our advisor incurred operating expenses on our behalf of $24,000 and $10,000 , respectively, and for the nine months ended September 30, 2019 and 2018, our advisor incurred operating expenses on our behalf of $97,000 and $43,000 , respectively. Operating expenses are generally included in general and administrative in our accompanying condensed consolidated statements of operations. Compensation for Additional Services We pay our advisor and its affiliates for services performed for us other than those required to be rendered by our advisor or its affiliates under the Advisory Agreement. The rate of compensation for these services has to be approved by a majority of our board, including a majority of our independent directors, and cannot exceed an amount that would be paid to unaffiliated parties for similar services. For the three and nine months ended September 30, 2019 and 2018 , our advisor and its affiliates were not compensated for any additional services. Liquidity Stage Disposition Fees For services relating to the sale of one or more properties, we pay our advisor or its affiliates a disposition fee up to the lesser of 2.0% of the contract sales price or 50.0% of a customary competitive real estate commission given the circumstances surrounding the sale, in each case as determined by our board, including a majority of our independent directors, upon the provision of a substantial amount of the services in the sales effort. The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated third parties, will not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. For the three and nine months ended September 30, 2019 and 2018 , we did not incur any disposition fees to our advisor or its affiliates. Subordinated Participation Interest Subordinated Distribution of Net Sales Proceeds In the event of liquidation, we will pay our advisor a subordinated distribution of net sales proceeds. The distribution will be equal to 15.0% of the remaining net proceeds from the sales of properties, after distributions to our stockholders, in the aggregate, of: (i) a full return of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan); plus (ii) an annual 6.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock, as adjusted for distributions of net sales proceeds. Actual amounts to be received depend on the sale prices of properties upon liquidation. For the three and nine months ended September 30, 2019 and 2018 , we did not pay any such distributions to our advisor. Subordinated Distribution Upon Listing Upon the listing of shares of our common stock on a national securities exchange, in redemption of our advisor’s limited partnership units, we will pay our advisor a distribution equal to 15.0% of the amount by which: (i) the market value of our outstanding common stock at listing plus distributions paid prior to listing exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the amount of cash equal to an annual 6.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the date of listing. Actual amounts to be received depend upon the market value of our outstanding stock at the time of listing, among other factors. For the three and nine months ended September 30, 2019 and 2018 , we did not pay any such distributions to our advisor. Subordinated Distribution Upon Termination Pursuant to the Agreement of Limited Partnership, as amended, of our operating partnership upon termination or non-renewal of the Advisory Agreement, our advisor will also be entitled to a subordinated distribution in redemption of its limited partnership units from our operating partnership equal to 15.0% of the amount, if any, by which: (i) the appraised value of our assets on the termination date, less any indebtedness secured by such assets, plus total distributions paid through the termination date, exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) an d the total amount of cash equal to an annual 6.0% cumula tive, non-compounded return on the gross proceeds from the sale of shares of our common stock through the termination date. In addition, our advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing or other liquidity event, including a liquidation, sale of substantially all of our assets or merger in which our stockholders receive in exchange for their shares of our common stock, shares of a company that are traded on a national securities exchange. As of September 30, 2019 and December 31, 2018, we did not have any liability related to the subordinated distribution upon termination. Stock Purchase Plans On December 31, 2017, our Chief Executive Officer and Chairman of the Board of Directors, Jeffrey T. Hanson, our President and Chief Operating Officer, Danny Prosky, and our Executive Vice President and General Counsel, Mathieu B. Streiff, each executed stock purchase plans, or the 2018 Stock Purchase Plans, whereby they each irrevocably agreed to invest 100% of their net after-tax base salary and cash bonus compensation earned as employees of American Healthcare Investors directly into our company by purchasing shares of our Class I common stock. In addition, on December 31, 2017, four Executive Vice Presidents of American Healthcare Investors, our Executive Vice President of Acquisitions, Stefan K.L. Oh, our Vice Presidents of Asset Management, Wendie Newman and Christopher M. Belford, and our Chief Financial Officer, Brian S. Peay, each executed similar 2018 Stock Purchase Plans whereby they each irrevocably agreed to invest a portion of their net after-tax base salary or a portion of their net after-tax base salary and cash bonus compensation, ranging from 5.0% to 15.0% , earned on or after January 1, 2018 as employees of American Healthcare Investors directly into shares of our Class I common stock. Pursuant to their terms, the 2018 Stock Purchase Plans terminated on December 31, 2018. Purchases of shares of our Class I common stock pursuant to the 2018 Stock Purchase Plans commenced beginning with the first regularly scheduled payroll payment on January 22, 2018. The shares of Class I common stock were purchased pursuant to the 2018 Stock Purchase Plans at a per share purchase price equal to the per share purchase price of our Class I common stock, which was $9.21 per share prior to April 11, 2018 and $9.65 per share effective as of April 11, 2018. No selling commissions, dealer manager fees (including the portion of such dealer manager fees funded by our advisor) or stockholder servicing fees were paid with respect to such sales of our Class I common stock pursuant to the 2018 Stock Purchase Plans. For the three and nine months ended September 30, 2019 and 2018, our officers invested the following amounts and we issued the following shares of our Class I common stock pursuant to the 2018 Stock Purchase Plans: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Officer’s Name Title Amount Shares Amount Shares Amount Shares Amount Shares Jeffrey T. Hanson Chief Executive Officer and Chairman of the Board of Directors $ — — $ 70,000 7,292 $ 10,000 995 $ 258,000 27,398 Danny Prosky President and Chief Operating Officer — — 78,000 7,993 11,000 1,103 275,000 29,118 Mathieu B. Streiff Executive Vice President and General Counsel — — 66,000 6,826 10,000 999 254,000 26,971 Brian S. Peay Chief Financial Officer — — 5,000 578 1,000 88 24,000 2,565 Stefan K.L. Oh Executive Vice President of Acquisitions — — 8,000 886 1,000 127 25,000 2,648 Christopher M. Belford Vice President of Asset Management — — 7,000 657 1,000 102 49,000 5,209 Wendie Newman Vice President of Asset Management — — 3,000 249 1,000 34 7,000 718 Total $ — — $ 237,000 24,481 $ 35,000 3,448 $ 892,000 94,627 Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of September 30, 2019 and December 31, 2018: Fee September 30, 2019 December 31, 2018 Asset management fees $ 737,000 $ 595,000 Property management fees 105,000 97,000 Construction management fees 68,000 18,000 Lease commissions 31,000 — Operating expenses 5,000 6,000 Contingent Advisor Payment — 7,866,000 Development fees — 6,000 Total $ 946,000 $ 8,588,000 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 14. Fair Value Measurements Assets and Liabilities Reported at Fair Value The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 , aggregated by the level in the fair value hierarchy within which those measurements fall. We did not have any assets and liabilities measured at fair value on a recurring basis as of December 31, 2018. Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Derivative financial instruments $ — $ 5,401,000 $ — $ 5,401,000 There were no transfers into or out of fair value measurement levels during the nine months ended September 30, 2019 . Derivative Financial Instruments We use interest rate swaps to manage interest rate risk associated with variable-rate debt. The valuation of these instruments is determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, as well as option volatility. The fair values of interest rate swaps are determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although we have determined that the majority of the inputs used to value our derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty. However, as of September 30, 2019 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Financial Instruments Disclosed at Fair Value Our accompanying condensed consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts and other receivables, restricted cash, real estate deposits, accounts payable and accrued liabilities, accounts payable due to affiliates, mortgage loans payable and borrowings under the 2018 Credit Facility. We consider the carrying values of cash and cash equivalents, accounts and other receivables, restricted cash, real estate deposits and accounts payable and accrued liabilities to approximate the fair values for these financial instruments based upon the short period of time between origination of the instruments and their expected realization. The fair value of accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable. These financial assets and liabilities are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets and liabilities, and therefore are classified as Level 1 in the fair value hierarchy. The fair value of our mortgage loans payable and the 2018 Credit Facility is estimated using a discounted cash flow analysis using borrowing rates available to us for debt instruments with similar terms and maturities. We have determined that our mortgage loans payable and the 2018 Credit Facility are classified in Level 2 within the fair value hierarchy as reliance is placed on inputs other than quoted prices that are observable, such as interest rates and yield curves. The carrying amounts and estimated fair values of such financial instruments as of September 30, 2019 and December 31, 2018 were as follows: September 30, 2019 December 31, 2018 Carrying Fair Carrying Fair Financial Liabilities: Mortgage loans payable $ 26,229,000 $ 26,970,000 $ 16,892,000 $ 16,920,000 Line of credit and term loans $ 354,635,000 $ 357,751,000 $ 270,553,000 $ 275,124,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes [Abstract] | |
Income Taxes | 15. Income Taxes As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. We have elected to treat certain of our consolidated subsidiaries as wholly-owned taxable REIT subsidiaries, or TRS, pursuant to the Code. TRS may participate in services that would otherwise be considered impermissible for REITs and are subject to federal and state income tax at regular corporate tax rates. On December 22, 2017, the U.S. government enacted comprehensive tax legislation pursuant to the Tax Cuts and Jobs Act of 2017, or the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate to 21.0%, eliminating the corporate alternative minimum tax and changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. The Tax Act is still unclear in some respects and could be subject to potential amendments and technical corrections. The federal income tax rules dealing with U.S. federal income taxation and REITs are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, which results in statutory changes as well as frequent revisions to regulations and interpretations. As a result, the long-term impact of the Tax Act on the overall economy, government revenues, our tenants, us, and the real estate industry cannot be reliably predicted at this time. We continue to work with our tax advisors to determine the full impact that the recent tax legislation as a whole will have on us. The components of income tax expense for the three and nine months ended September 30, 2019 and 2018 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Federal deferred $ (290,000 ) $ (796,000 ) $ (958,000 ) $ (2,178,000 ) State deferred (68,000 ) (146,000 ) (250,000 ) (432,000 ) State current 16,000 4,000 26,000 4,000 Valuation allowance 349,000 942,000 1,199,000 2,610,000 Total income tax expense $ 7,000 $ 4,000 $ 17,000 $ 4,000 Current Income Tax Federal and state income taxes are generally a function of the level of income recognized by our TRS. Deferred Taxes Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating losses that may be realized in future periods depending on sufficient taxable income. We recognize the financial statement effects of an uncertain tax position when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of both September 30, 2019 and December 31, 2018, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements. We assess the available evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of both September 30, 2019 and December 31, 2018, our valuation allowance fully reserves the net deferred tax asset due to inherent uncertainty of future income. We will continue to monitor industry and economic conditions, and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lessor, Operating Leases | 16. Leases Lessor We have operating leases with tenants that expire at various dates through 2040. For the three and nine months ended September 30, 2019 , we recognized $19,253,000 and $53,280,000 of real estate revenue, respectively, related to operating lease payments, of which $3,718,000 and $10,426,000 , respectively, was for variable lease payments. The following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ended December 31, 2019 and for each of the next four years ending December 31 and thereafter for the properties that we wholly own: Year Amount 2019 $ 15,174,000 2020 59,881,000 2021 58,793,000 2022 55,823,000 2023 51,315,000 Thereafter 340,891,000 Total $ 581,877,000 Future minimum base rents due under operating leases as of December 31, 2018 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2019 $ 52,764,000 2020 52,207,000 2021 50,886,000 2022 48,249,000 2023 44,397,000 Thereafter 290,103,000 Total $ 538,606,000 Lessee We have ground lease obligations that generally require fixed annual rental payments and may also include escalation clauses and renewal options. These leases expire at various dates through 2107, excluding extension options. Certain of our lease agreements include rental payments that are adjusted periodically based on Consumer Price Index, and may include other variable lease costs (i.e., common area maintenance, property taxes and insurance). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For the three and nine months ended September 30, 2019 , operating lease costs were $177,000 and $478,000 , respectively, which are included in rental expenses in our accompanying condensed consolidated statements of operations. Such costs include short-term leases and variable lease costs, which are immaterial. Additional information related to our operating leases as of and for the nine months ended September 30, 2019 was as follows: Amount Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,552,000 Weighted average remaining lease term (in years) 80.4 Weighted average discount rate 5.73 % Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 252,000 The following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ended December 31, 2019 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities: Year Amount 2019 $ 207,000 2020 514,000 2021 514,000 2022 514,000 2023 514,000 Thereafter 39,470,000 Total operating lease payments 41,733,000 Less: interest 32,772,000 Present value of operating lease liabilities $ 8,961,000 Future minimum operating lease obligations under non-cancelable ground lease obligations as of December 31, 2018 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2019 $ 307,000 2020 307,000 2021 307,000 2022 307,000 2023 307,000 Thereafter 11,978,000 Total $ 13,513,000 |
Lessee, Operating Leases | 16. Leases Lessor We have operating leases with tenants that expire at various dates through 2040. For the three and nine months ended September 30, 2019 , we recognized $19,253,000 and $53,280,000 of real estate revenue, respectively, related to operating lease payments, of which $3,718,000 and $10,426,000 , respectively, was for variable lease payments. The following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ended December 31, 2019 and for each of the next four years ending December 31 and thereafter for the properties that we wholly own: Year Amount 2019 $ 15,174,000 2020 59,881,000 2021 58,793,000 2022 55,823,000 2023 51,315,000 Thereafter 340,891,000 Total $ 581,877,000 Future minimum base rents due under operating leases as of December 31, 2018 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2019 $ 52,764,000 2020 52,207,000 2021 50,886,000 2022 48,249,000 2023 44,397,000 Thereafter 290,103,000 Total $ 538,606,000 Lessee We have ground lease obligations that generally require fixed annual rental payments and may also include escalation clauses and renewal options. These leases expire at various dates through 2107, excluding extension options. Certain of our lease agreements include rental payments that are adjusted periodically based on Consumer Price Index, and may include other variable lease costs (i.e., common area maintenance, property taxes and insurance). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For the three and nine months ended September 30, 2019 , operating lease costs were $177,000 and $478,000 , respectively, which are included in rental expenses in our accompanying condensed consolidated statements of operations. Such costs include short-term leases and variable lease costs, which are immaterial. Additional information related to our operating leases as of and for the nine months ended September 30, 2019 was as follows: Amount Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,552,000 Weighted average remaining lease term (in years) 80.4 Weighted average discount rate 5.73 % Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 252,000 The following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ended December 31, 2019 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities: Year Amount 2019 $ 207,000 2020 514,000 2021 514,000 2022 514,000 2023 514,000 Thereafter 39,470,000 Total operating lease payments 41,733,000 Less: interest 32,772,000 Present value of operating lease liabilities $ 8,961,000 Future minimum operating lease obligations under non-cancelable ground lease obligations as of December 31, 2018 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2019 $ 307,000 2020 307,000 2021 307,000 2022 307,000 2023 307,000 Thereafter 11,978,000 Total $ 13,513,000 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 17. Segment Reporting As of September 30, 2019 , we evaluated our business and made resource allocations based on four reportable business segments: medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities. Our medical office buildings are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants). Our senior housing facilities and skilled nursing facilities are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. Our senior housing — RIDEA properties include senior housing facilities that are owned and operated utilizing a RIDEA structure. We evaluate performance based upon segment net operating income. We define segment net operating income as total revenues, less rental expenses and property operating expenses, which excludes depreciation and amortization, general and administrative expenses, acquisition related expenses, interest expense, income or loss from unconsolidated entity, other income and income tax expense for each segment. We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement. However, we believe that segment net operating income serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis. Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance. Non-segment assets primarily consist of corporate assets including our investment in unconsolidated entity, cash and cash equivalents, other receivables, real estate deposits and other assets not attributable to individual properties. Summary information for the reportable segments during the three and nine months ended September 30, 2019 and 2018 was as follows: Medical Senior Housing — RIDEA Senior Skilled Nursing Facilities Three Months Revenues: Real estate revenue $ 14,144,000 $ — $ 2,180,000 $ 2,929,000 $ 19,253,000 Resident fees and services — 11,865,000 — — 11,865,000 Total revenues 14,144,000 11,865,000 2,180,000 2,929,000 31,118,000 Expenses: Rental expenses 4,581,000 — 213,000 135,000 4,929,000 Property operating expenses — 9,884,000 — — 9,884,000 Segment net operating income $ 9,563,000 $ 1,981,000 $ 1,967,000 $ 2,794,000 $ 16,305,000 Expenses: General and administrative $ 3,982,000 Acquisition related expenses 74,000 Depreciation and amortization 9,552,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (4,140,000 ) Loss in fair value derivative financial instruments (402,000 ) Loss from unconsolidated entity (79,000 ) Other income 13,000 Loss before income taxes (1,911,000 ) Income tax expense (7,000 ) Net loss $ (1,918,000 ) Medical Office Buildings Senior Housing — RIDEA Senior Housing Skilled Nursing Facilities Three Months Ended September 30, 2018 Revenues: Real estate revenue $ 9,580,000 $ — $ 2,259,000 $ 673,000 $ 12,512,000 Resident fees and services — 9,769,000 — — 9,769,000 Total revenues 9,580,000 9,769,000 2,259,000 673,000 22,281,000 Expenses: Rental expenses 2,812,000 — 270,000 105,000 3,187,000 Property operating expenses — 7,987,000 — — 7,987,000 Segment net operating income $ 6,768,000 $ 1,782,000 $ 1,989,000 $ 568,000 $ 11,107,000 Expenses: General and administrative $ 2,105,000 Acquisition related expenses 98,000 Depreciation and amortization 9,007,000 Other income (expense): Interest expense (including amortization of deferred financing costs and debt discount/premium) (1,602,000 ) Other income 6,000 Loss before income taxes (1,699,000 ) Income tax expense (4,000 ) Net loss $ (1,703,000 ) Medical Office Buildings Senior Housing — RIDEA Senior Housing Skilled Nursing Facilities Nine Months Ended September 30, 2019 Revenues: Real estate revenue $ 38,802,000 $ — $ 5,746,000 $ 8,732,000 $ 53,280,000 Resident fees and services — 34,053,000 — — 34,053,000 Total revenues 38,802,000 34,053,000 5,746,000 8,732,000 87,333,000 Expenses: Rental expenses 12,814,000 — 989,000 435,000 14,238,000 Property operating expenses — 28,194,000 — — 28,194,000 Segment net operating income $ 25,988,000 $ 5,859,000 $ 4,757,000 $ 8,297,000 $ 44,901,000 Expenses: General and administrative $ 11,413,000 Acquisition related expenses 1,492,000 Depreciation and amortization 35,561,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (11,532,000 ) Loss in fair value derivative financial instruments (5,401,000 ) Income from unconsolidated entity 185,000 Other income 162,000 Loss before income taxes (20,151,000 ) Income tax expense (17,000 ) Net loss $ (20,168,000 ) Medical Office Buildings Senior Housing — RIDEA Senior Housing Skilled Nursing Facilities Nine Months Ended September 30, 2018 Revenues: Real estate revenue $ 24,299,000 $ — $ 6,757,000 $ 1,473,000 $ 32,529,000 Resident fees and services — 26,604,000 — — 26,604,000 Total revenues 24,299,000 26,604,000 6,757,000 1,473,000 59,133,000 Expenses: Rental expenses 6,901,000 — 951,000 238,000 8,090,000 Property operating expenses — 21,986,000 — — 21,986,000 Segment net operating income $ 17,398,000 $ 4,618,000 $ 5,806,000 $ 1,235,000 $ 29,057,000 Expenses: General and administrative $ 5,803,000 Acquisition related expenses 254,000 Depreciation and amortization 24,053,000 Other income (expense): Interest expense (including amortization of deferred financing costs and debt discount/premium) (3,846,000 ) Other income 6,000 Loss before income taxes (4,893,000 ) Income tax expense (4,000 ) Net loss $ (4,897,000 ) Assets by reportable segment as of September 30, 2019 and December 31, 2018 were as follows: September 30, 2019 December 31, 2018 Medical office buildings $ 560,071,000 $ 417,708,000 Senior housing — RIDEA 159,062,000 146,965,000 Senior housing 143,598,000 154,716,000 Skilled nursing facilities 121,441,000 115,657,000 Other 53,443,000 61,326,000 Total assets $ 1,037,615,000 $ 896,372,000 |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2019 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | 18. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk are primarily cash and cash equivalents, accounts and other receivables, restricted cash and real estate deposits. Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased. We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. As of September 30, 2019 and December 31, 2018, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants is limited. In general, we perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution. Based on leases in effect as of September 30, 2019 , two states in the United States accounted for 10.0% or more of our total property portfolio’s annualized base rent or annualized net operating income. Our properties located in Missouri and Michigan accounted for 12.0% , and 10.2% , respectively, of our total property portfolio’s annualized base rent or annualized net operating income. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy. Based on leases in effect as of September 30, 2019 , our four reportable business segments, medical office buildings, senior housing, skilled nursing facilities and senior housing — RIDEA, accounted for 60.3% , 14.7% , 14.1% and 10.9% , respectively, of our total property portfolio’s annualized base rent or annualized net operating income. As of September 30, 2019 , we had one tenant that accounted for 10.0% or more of our total property portfolio’s annualized base rent or annualized net operating income as follows: Tenant Annualized Percentage of Annualized Base Rent Acquisition Reportable Segment GLA Lease Expiration RC Tier Properties, LLC $ 7,629,000 10.8% Missouri SNF Portfolio Skilled Nursing 385,000 09/30/33 ___________ (1) Annualized base rent is based on contractual base rent from leases in effect as of September 30, 2019 . The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations. |
Per Share Data
Per Share Data | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Per Share Data | 19. Per Share Data Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period. Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $7,000 and $6,000 , respectively, for the three months ended September 30, 2019 and 2018, and $18,000 and $14,000 , respectively, for the nine months ended September 30, 2019 and 2018. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. Nonvested shares of our restricted common stock and redeemable limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock. As of September 30, 2019 and 2018 , there were 43,500 and 37,500 nonvested shares, respectively, of our restricted common stock outstanding, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods. As of both September 30, 2019 and 2018, there were 208 units of redeemable limited partnership units of our operating partnership outstanding, but such units were excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events Property Acquisition Subsequent to September 30, 2019 , we completed the acquisition of one building from an unaffiliated third party. The following is a summary of our property acquisition subsequent to September 30, 2019 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Line of Credit(2) Total Acquisition Fee(3) Fresno MOB Fresno, CA Medical Office 10/30/19 $ 10,000,000 $ 9,950,000 $ 225,000 ___________ (1) We own 100% of our property acquired subsequent to September 30, 2019 . (2) Represents a borrowing under the 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans , at the time of acquisition. (3) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, a base acquisition fee of 2.25% of the contract purchase price paid by us. See Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. Amendment to the 2018 Corporate Line of Credit On November 1, 2019, we entered into an amendment to the 2018 Credit Agreement, or the 2019 Amendment, with Bank of America, KeyBank and a syndicate of other banks, as lenders. The material terms of the 2019 Amendment provide for an increase in the term loan commitment by $45,000,000 and an increase to the revolving credit facility by $85,000,000 . As a result of the 2019 Amendment, the aggregate borrowing capacity under the 2018 Credit Facility is $530,000,000 . Except as modified by the 2019 Amendment, the material terms of the 2018 Credit Agreement remain in full force and effect. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our accompanying condensed consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation. Basis of Presentation Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership and the wholly owned subsidiaries of our operating partnership, as well as any VIEs in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance. We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the interests in properties acquired on our behalf. |
Interim Unaudited Financial Data | Interim Unaudited Financial Data Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results that may be expected for the full year; such full year results may be less favorable. In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2018 Annual Report on Form 10-K, as filed with the SEC on March 18, 2019. |
Use of Estimates | Use of Estimates The preparation of our accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through property acquisitions, allowance for uncollectible accounts, impairment of long-lived assets and contingencies. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. |
Lessee | Leases On January 1, 2019, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 842, Leases , or ASC Topic 842. ASC Topic 842 supersedes ASC Topic 840, Leases , or ASC Topic 840. We adopted ASC Topic 842 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption. Therefore, with respect to our leases as both lessees and lessors, information is presented under ASC Topic 842 as of and for the three and nine months ended September 30, 2019 , and under ASC Topic 840 as of December 31, 2018 and for the three and nine months ended September 30, 2018. In addition, ASC Topic 842 provides a practical expedient package that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement; (ii) the lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs. We elected such practical expedient package upon our adoption of ASC Topic 842 on January 1, 2019. We determine if a contract is a lease upon inception of the lease. We maintain a distinction between finance and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. Lessee: Pursuant to ASC Topic 842, lessees are required to recognize the following for all leases with terms greater than 12 months at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The lease liability is calculated by using either the implicit rate of the lease or the incremental borrowing rate. As a result of the adoption of ASC Topic 842 on January 1, 2019, we recognized an initial amount of operating lease liabilities of $5,334,000 in our condensed consolidated balance sheet for all of our ground leases. In addition, we recorded corresponding right-of-use assets of $11,239,000 , which are the lease liabilities, net of the existing accrued straight-line rent liabilities and adjusted for unamortized above/below market ground lease intangibles. The accretion of lease liabilities and amortization expense on right-of-use assets for our operating leases are included in rental expenses in our accompanying condensed consolidated statements of operations. Operating lease liabilities are calculated using our incremental borrowing rate based on the information available as of the lease commencement date. Lessor: Pursuant to ASC Topic 842, lessors bifurcate lease revenues into lease components and non-lease components and separately recognize and disclose non-lease components that are executory in nature. Lease components continue to be recognized on a straight-line basis over the lease term and certain non-lease components may be accounted for under the new revenue recognition guidance in ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606. See “Revenue Recognition” section below. ASC Topic 842 also provides for a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. Such practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component; and (ii) the lease component, if accounted for separately, would be classified as an operating lease. In addition, such practical expedient causes an entity to assess whether a contract is predominately lease or service based, and recognize the revenue from the entire contract under the relevant accounting guidance. Effective upon our adoption of ASC Topic 842 on January 1, 2019, we recognize revenue for our medical office buildings, senior housing and skilled nursing facilities segments under ASC Topic 842 as real estate revenue. Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable. Tenant reimbursement revenue, which comprises additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, are considered non-lease components. We qualified for and elected the practical expedient as outlined above to combine the non-lease component with the lease component, which is the predominant component, and therefore is recognized as part of real estate revenue. In addition, as lessors, we exclude certain lessor costs (i.e., property taxes and insurance) paid directly by a lessee to third parties on our behalf from our measurement of variable lease revenue and associated expense (i.e., no gross up of revenue and expense for these costs); and include lessor costs that we paid and are reimbursed by the lessee in our measurement of variable lease revenue and associated expense (i.e., gross up revenue and expense for these costs). Therefore, we no longer record revenue or expense when the lessee pays the property taxes and insurance directly to a third party. Our senior housing — RIDEA facilities offer residents room and board (lease component), standard meals and monthly healthcare services (non-lease component), and certain ancillary services that are not contemplated in the lease with each resident (i.e., laundry, guest meals, etc.). For our senior housing — RIDEA facilities, we recognize revenue under ASC Topic 606 as resident fees and services, based on our predominance assessment from electing the practical expedient outlined above. See “Revenue Recognition” section below. |
Lessor | Leases On January 1, 2019, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 842, Leases , or ASC Topic 842. ASC Topic 842 supersedes ASC Topic 840, Leases , or ASC Topic 840. We adopted ASC Topic 842 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption. Therefore, with respect to our leases as both lessees and lessors, information is presented under ASC Topic 842 as of and for the three and nine months ended September 30, 2019 , and under ASC Topic 840 as of December 31, 2018 and for the three and nine months ended September 30, 2018. In addition, ASC Topic 842 provides a practical expedient package that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement; (ii) the lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs. We elected such practical expedient package upon our adoption of ASC Topic 842 on January 1, 2019. We determine if a contract is a lease upon inception of the lease. We maintain a distinction between finance and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. Lessee: Pursuant to ASC Topic 842, lessees are required to recognize the following for all leases with terms greater than 12 months at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The lease liability is calculated by using either the implicit rate of the lease or the incremental borrowing rate. As a result of the adoption of ASC Topic 842 on January 1, 2019, we recognized an initial amount of operating lease liabilities of $5,334,000 in our condensed consolidated balance sheet for all of our ground leases. In addition, we recorded corresponding right-of-use assets of $11,239,000 , which are the lease liabilities, net of the existing accrued straight-line rent liabilities and adjusted for unamortized above/below market ground lease intangibles. The accretion of lease liabilities and amortization expense on right-of-use assets for our operating leases are included in rental expenses in our accompanying condensed consolidated statements of operations. Operating lease liabilities are calculated using our incremental borrowing rate based on the information available as of the lease commencement date. Lessor: Pursuant to ASC Topic 842, lessors bifurcate lease revenues into lease components and non-lease components and separately recognize and disclose non-lease components that are executory in nature. Lease components continue to be recognized on a straight-line basis over the lease term and certain non-lease components may be accounted for under the new revenue recognition guidance in ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606. See “Revenue Recognition” section below. ASC Topic 842 also provides for a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. Such practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component; and (ii) the lease component, if accounted for separately, would be classified as an operating lease. In addition, such practical expedient causes an entity to assess whether a contract is predominately lease or service based, and recognize the revenue from the entire contract under the relevant accounting guidance. Effective upon our adoption of ASC Topic 842 on January 1, 2019, we recognize revenue for our medical office buildings, senior housing and skilled nursing facilities segments under ASC Topic 842 as real estate revenue. Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable. Tenant reimbursement revenue, which comprises additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, are considered non-lease components. We qualified for and elected the practical expedient as outlined above to combine the non-lease component with the lease component, which is the predominant component, and therefore is recognized as part of real estate revenue. In addition, as lessors, we exclude certain lessor costs (i.e., property taxes and insurance) paid directly by a lessee to third parties on our behalf from our measurement of variable lease revenue and associated expense (i.e., no gross up of revenue and expense for these costs); and include lessor costs that we paid and are reimbursed by the lessee in our measurement of variable lease revenue and associated expense (i.e., gross up revenue and expense for these costs). Therefore, we no longer record revenue or expense when the lessee pays the property taxes and insurance directly to a third party. Our senior housing — RIDEA facilities offer residents room and board (lease component), standard meals and monthly healthcare services (non-lease component), and certain ancillary services that are not contemplated in the lease with each resident (i.e., laundry, guest meals, etc.). For our senior housing — RIDEA facilities, we recognize revenue under ASC Topic 606 as resident fees and services, based on our predominance assessment from electing the practical expedient outlined above. See “Revenue Recognition” section below. |
Revenue from Contract with Customer | Revenue Recognition On January 1, 2018, we adopted ASC Topic 606, applying the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The adoption of ASC Topic 606 did not have a material impact on the measurement nor on the recognition of revenue as of January 1, 2018; therefore, no cumulative adjustment has been made to the opening balance of retained earnings at the beginning of 2018. Real estate revenue Prior to January 1, 2019, minimum annual rental revenue was recognized on a straight-line basis over the term of the related lease (including rent holidays) in accordance with ASC Topic 840. Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements were recorded to deferred rent receivable. Tenant reimbursement revenue was recognized as revenue in the period in which the related expenses were incurred. Tenant reimbursements were recognized and presented in accordance with ASC Subtopic 606-10-55-36, Revenue Recognition — Principal Versus Agent Consideration, or ASC Subtopic 606. ASC Subtopic 606 requires that these reimbursements be recorded on a gross basis as we are generally primarily responsible to fulfill the promise to provide specified goods and services. We recognized lease termination fees at such time when there was a signed termination letter agreement, all of the conditions of such agreement had been met and the tenant was no longer occupying the property. Effective January 1, 2019, we recognize real estate revenue in accordance with ASC Topic 842. See “Leases” section above. Resident fees and services revenue Disaggregation of Resident Fees and Services Revenue Resident fees and services revenue includes fees for basic housing and assisted living care. We record revenue when services are rendered at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered. |
Tenant and Resident Receivables and Allowance for Uncollectible Accounts | Tenant and Resident Receivables and Allowance for Uncollectible Accounts Resident receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements. Upon our adoption of ASC Topic 606, substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying condensed consolidated statements of operations. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions and other relevant factors. Prior to our adoption of ASC Topic 842, tenant receivables and unbilled deferred rent receivables were reduced for uncollectible amounts. Such amounts were charged to bad debt expense, which was included in general and administrative in our accompanying condensed consolidated statements of operations. Effective upon our adoption of ASC Topic 842 on January 1, 2019, such amounts are recognized as direct reductions of real estate revenue in our accompanying condensed consolidated statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments We are exposed to the effect of interest rate changes in the normal course of business. We seek to mitigate these risks by following established risk management policies and procedures, which include the occasional use of derivatives. Our primary strategy in entering into derivative contracts, such as fixed interest rate swaps, is to add stability to interest expense and to manage our exposure to interest rate movements by effectively converting a portion of our variable-rate debt to fixed-rate debt. We do not enter into derivative instruments for speculative purposes. Derivatives are recognized as either assets or liabilities in our accompanying condensed consolidated balance sheets and are measured at fair value in accordance with ASC Topic 815, Derivatives and Hedging , or ASC Topic 815. ASC Topic 815 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. Since our derivative instruments are not designated as hedge instruments, they do not qualify for hedge accounting under ASC Topic 815. Changes in the fair value of derivative financial instruments are recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying condensed consolidated statements of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update, or ASU, 2016-13, Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Subsequently, in November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, or ASU 2018-19 , which amended the scope of ASU 2016-13 to clarify that operating lease receivables should be accounted for under the new leasing standard ASC Topic 842. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2019-04 , to increase stakeholders’ awareness of the amendments and to expedite improvements to the Accounting Standards Codification. In May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief, or ASU 2019-05, to address certain stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. ASU 2016-13, ASU 2018-19, ASU 2019-04 and ASU 2019-05 are effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted. We do not expect the adoption of such accounting pronouncements on January 1, 2020 to have a material impact to our consolidated financial statements and disclosures based on our ongoing evaluation. In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13, which modifies the disclosure requirements in ASC Topic 820, Fair Value Measurements and Disclosures , by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 measurements. ASU 2018-13 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. We do not expect the adoption of ASU 2018-13 on January 1, 2020 to have a material impact to our consolidated financial statement disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of Resident Fees and Services Revenue | The following tables disaggregate our resident fees and services revenue by line of business, according to whether such revenue is recognized at a point in time or over time: Three Months Ended September 30, 2019 2018 Point in Time Over Time Total Point in Time Over Time Total Senior housing — RIDEA $ 144,000 $ 11,721,000 $ 11,865,000 $ 219,000 $ 9,550,000 $ 9,769,000 Nine Months Ended September 30, 2019 2018 Point in Time Over Time Total Point in Time Over Time Total Senior housing — RIDEA $ 501,000 $ 33,552,000 $ 34,053,000 $ 639,000 $ 25,965,000 $ 26,604,000 The following tables disaggregate our resident fees and services revenue by payor class: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Medicaid $ 1,414,000 $ 1,498,000 $ 4,500,000 $ 4,495,000 Private and other payors 10,451,000 8,271,000 29,553,000 22,109,000 Total resident fees and services $ 11,865,000 $ 9,769,000 $ 34,053,000 $ 26,604,000 |
Accounts Receivable, Net- Resident Fees and Services | Accounts Receivable, Net — Resident Fees and Services The beginning and ending balances of accounts receivable, net — resident fees and services are as follows: Medicaid Private and Other Payors Total Beginning balance — January 1, 2019 $ 6,098,000 $ 644,000 $ 6,742,000 Ending balance — September 30, 2019 4,011,000 931,000 4,942,000 (Decrease)/increase $ (2,087,000 ) $ 287,000 $ (1,800,000 ) |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Schedule Of Real Estate Investments Table | Our real estate investments, net consisted of the following as of September 30, 2019 and December 31, 2018 : September 30, 2019 December 31, 2018 Building and improvements $ 799,475,000 $ 668,814,000 Land 98,822,000 83,084,000 Furniture, fixtures and equipment 6,088,000 5,090,000 904,385,000 756,988,000 Less: accumulated depreciation (43,929,000 ) (25,312,000 ) Total $ 860,456,000 $ 731,676,000 |
Schedule Of Acquisitions Of Properties Table | Acquisitions in 2019 For the nine months ended September 30, 2019 , using net proceeds from our initial offering and debt financing, we completed the acquisition of 14 buildings from unaffiliated third parties. The following is a summary of our property acquisitions for the nine months ended September 30, 2019 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Mortgage Loan Payable(2) Line of Credit(3) Total Acquisition Fee(4) Lithonia MOB Lithonia, GA Medical Office 03/05/19 $ 10,600,000 $ — $ — $ 477,000 West Des Moines SNF West Des Moines, IA Skilled Nursing 03/24/19 7,000,000 — — 315,000 Great Nord MOB Portfolio Tinley Park, IL; Chesterton and Crown Point, IN; and Plymouth, MN Medical Office 04/08/19 44,000,000 — 15,000,000 1,011,000 Michigan ALF Portfolio(5) Grand Rapids, MI Senior Housing 05/01/19 14,000,000 10,493,000 3,500,000 315,000 Overland Park MOB Overland Park, KS Medical Office 08/05/19 28,350,000 — 28,700,000 638,000 Blue Badger MOB Marysville, OH Medical Office 08/09/19 13,650,000 — 12,000,000 307,000 Bloomington MOB Bloomington, IL Medical Office 08/13/19 18,200,000 — 17,400,000 409,000 Memphis MOB Memphis, TN Medical Office 08/15/19 8,700,000 — 8,600,000 196,000 Haverhill MOB Haverhill, MA Medical Office 08/27/19 15,500,000 — 15,450,000 349,000 Total $ 160,000,000 $ 10,493,000 $ 100,650,000 $ 4,017,000 ___________ (1) We own 100% of our properties acquired for the nine months ended September 30, 2019 . (2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. (3) Represents a borrowing under the 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans , at the time of acquisition. (4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25% of the contract purchase price paid by us. In addition, the total acquisition fee may include a Contingent Advisor Payment, as defined in Note 13, Related Party Transactions , up to 2.25% of the contract purchase price paid by us. See Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. (5) We added three buildings to our existing Michigan ALF Portfolio. The other six buildings in the Michigan ALF Portfolio were acquired in December 2018. Subsequent to September 30, 2019 , we completed the acquisition of one building from an unaffiliated third party. The following is a summary of our property acquisition subsequent to September 30, 2019 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Line of Credit(2) Total Acquisition Fee(3) Fresno MOB Fresno, CA Medical Office 10/30/19 $ 10,000,000 $ 9,950,000 $ 225,000 ___________ (1) We own 100% of our property acquired subsequent to September 30, 2019 . (2) Represents a borrowing under the 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans , at the time of acquisition. (3) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, a base acquisition fee of 2.25% of the contract purchase price paid by us. See Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price of the assets acquired and liabilities assumed at the time of acquisition from our property acquisitions in 2019 based on their relative fair values: 2019 Acquisitions Building and improvements $ 129,871,000 Land 15,737,000 In-place leases 18,008,000 Above-market leases 2,406,000 Right-of-use asset 2,196,000 Total assets acquired 168,218,000 Mortgage loan payable (including debt discount of $758,000) (9,735,000 ) Below-market leases (687,000 ) Operating lease liability (3,552,000 ) Total liabilities assumed (13,974,000 ) Net assets acquired $ 154,244,000 |
Identified Intangible Assets,_2
Identified Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identified intangible assets, net consisted of the following as of September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Amortized intangible assets: In-place leases, net of accumulated amortization of $15,647,000 and $11,299,000 as of September 30, 2019 and December 31, 2018, respectively (with a weighted average remaining life of 9.9 years and 10.3 years as of September 30, 2019 and December 31, 2018, respectively) $ 70,116,000 $ 67,332,000 Above-market leases, net of accumulated amortization of $528,000 and $323,000 as of September 30, 2019 and December 31, 2018, respectively (with a weighted average remaining life of 10.0 years and 4.5 years as of September 30, 2019 and December 31, 2018, respectively) 2,959,000 755,000 Leasehold interests, net of accumulated amortization of $217,000 as of December 31, 2018 (with a weighted average remaining life of 69.1 years as of December 31, 2018)(1) — 6,288,000 Unamortized intangible assets: Certificates of need 348,000 348,000 Total $ 73,423,000 $ 74,723,000 |
Amortization expense on identified intangible assets | As of September 30, 2019 , estimated amortization expense on the identified intangible assets for the three months ending December 31, 2019 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2019 $ 2,806,000 2020 10,459,000 2021 9,333,000 2022 8,148,000 2023 7,080,000 Thereafter 35,249,000 Total $ 73,075,000 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other Assets, Net [Abstract] | |
Other Assets | Other assets, net consisted of the following as of September 30, 2019 and December 31, 2018 : September 30, 2019 December 31, 2018 Investment in unconsolidated entity $ 47,297,000 $ 47,600,000 Deferred rent receivables 6,827,000 4,941,000 Deferred financing costs, net of accumulated amortization of $3,160,000 and $1,554,000 as of September 30, 2019 and December 31, 2018, respectively(1) 2,865,000 2,682,000 Prepaid expenses and deposits 2,279,000 4,447,000 Lease commissions, net of accumulated amortization of $138,000 and $64,000 as of September 30, 2019 and December 31, 2018, respectively 1,151,000 564,000 Total $ 60,419,000 $ 60,234,000 ___________ (1) Deferred financing costs only include costs related to our line of credit and term loans. See Note 7, Line of Credit and Term Loans , for a further discussion. |
Mortgage Loans Payable, Net (Ta
Mortgage Loans Payable, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Mortgage Loans Payable, Net [Abstract] | |
Schedule of Activity Related to Mortgage Notes Payable | The following table reflects the changes in the carrying amount of mortgage loans payable, net for the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 2018 Beginning balance $ 16,892,000 $ 11,567,000 Additions: Assumption of mortgage loans payable, net 9,735,000 5,808,000 Amortization of deferred financing costs 58,000 53,000 Amortization of discount/premium on mortgage loans payable 29,000 6,000 Deductions: Deferred financing costs (26,000 ) (123,000 ) Scheduled principal payments on mortgage loans payable (459,000 ) (323,000 ) Ending balance $ 26,229,000 $ 16,988,000 |
Schedule of Maturities of Long-term Debt | As of September 30, 2019 , the principal payments due on our mortgage loans payable for the three months ending December 31, 2019 and for each of the next four years ending December 31 and thereafter were as follows: Year Amount 2019 $ 177,000 2020 8,332,000 2021 622,000 2022 651,000 2023 680,000 Thereafter 16,828,000 Total $ 27,290,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Financial Instruments [Abstract] | |
Schedule of Derivative Instruments | We did not have any derivative financial instruments as of December 31, 2018. The following table lists the derivative financial instruments held by us as of September 30, 2019 , which are included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets: Instrument Notional Amount Index Interest Rate Maturity Date Fair Value Swap $ 139,500,000 one month LIBOR 2.49% 11/19/21 $ 3,008,000 Swap 58,800,000 one month LIBOR 2.49% 11/19/21 1,268,000 Swap 36,700,000 one month LIBOR 2.49% 11/19/21 790,000 Swap 15,000,000 one month LIBOR 2.53% 11/19/21 335,000 $ 250,000,000 $ 5,401,000 |
Identified Intangible Liabili_2
Identified Intangible Liabilities, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Identified Intangible Liabilities [Abstract] | |
Schedule of Intangible Liabilities, Net | Identified intangible liabilities, net consisted of the following as of September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Below-market leases, net of accumulated amortization of $647,000 and $678,000 as of September 30, 2019 and December 31, 2018, respectively (with a weighted average remaining life of 6.5 years and 5.7 years as of September 30, 2019 and December 31, 2018, respectively) $ 1,511,000 $ 1,245,000 Above-market leasehold interests, net of accumulated amortization of $13,000 as of December 31, 2018 (with a weighted average remaining life of 51.2 years as of December 31, 2018)(1) — 382,000 Total $ 1,511,000 $ 1,627,000 ___________ (1) Such amount related to our ownership of fee simple interests in the building and improvements of eight of our buildings that are subject to respective ground leases. Upon our adoption of ASC Topic 842 on January 1, 2019, such amount was reclassed to operating lease right-of-use assets in our accompanying condensed consolidated balance sheet. See Note 2, Summary of Significant Accounting Policies — Leases, and Note 16, Leases , for a further discussion. |
Schedule Of Expected Amortization Expense Intangible Liabilities Table | As of September 30, 2019 , estimated amortization expense on identified intangible liabilities for the three months ending December 31, 2019 and for each of the next four years ending December 31 and thereafter was as follows: Year Amount 2019 $ 95,000 2020 291,000 2021 235,000 2022 209,000 2023 199,000 Thereafter 482,000 Total $ 1,511,000 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Redeemable Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | We record the carrying amount of redeemable noncontrolling interests at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions; or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 2018 Beginning balance $ 1,371,000 $ 1,002,000 Additions 151,000 276,000 Fair value adjustment to redemption value 65,000 197,000 Net loss attributable to redeemable noncontrolling interests (76,000 ) (197,000 ) Ending balance $ 1,511,000 $ 1,278,000 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of historical and current estimated per share NAV | The following is a summary of our historical and current estimated per share NAV: Approval Date by our Board Established Per Share NAV (Unaudited) 04/06/18 $ 9.65 04/04/19 $ 9.54 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transaction [Line Items] | |
Schedule of limitation on affiliate reimbursement | The following table reflects our operating expenses as a percentage of average invested assets and as a percentage of net income for the 12 month periods then ended: 12 months ended September 30, 2019 2018 Operating expenses as a percentage of average invested assets 1.2 % 1.3 % Operating expenses as a percentage of net income 42.0 % 26.6 % |
Schedule of Related Party Transactions | For the three and nine months ended September 30, 2019 and 2018, our officers invested the following amounts and we issued the following shares of our Class I common stock pursuant to the 2018 Stock Purchase Plans: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Officer’s Name Title Amount Shares Amount Shares Amount Shares Amount Shares Jeffrey T. Hanson Chief Executive Officer and Chairman of the Board of Directors $ — — $ 70,000 7,292 $ 10,000 995 $ 258,000 27,398 Danny Prosky President and Chief Operating Officer — — 78,000 7,993 11,000 1,103 275,000 29,118 Mathieu B. Streiff Executive Vice President and General Counsel — — 66,000 6,826 10,000 999 254,000 26,971 Brian S. Peay Chief Financial Officer — — 5,000 578 1,000 88 24,000 2,565 Stefan K.L. Oh Executive Vice President of Acquisitions — — 8,000 886 1,000 127 25,000 2,648 Christopher M. Belford Vice President of Asset Management — — 7,000 657 1,000 102 49,000 5,209 Wendie Newman Vice President of Asset Management — — 3,000 249 1,000 34 7,000 718 Total $ — — $ 237,000 24,481 $ 35,000 3,448 $ 892,000 94,627 |
Schedule Of Amount Outstanding To Affiliates Table | Accounts Payable Due to Affiliates The following amounts were outstanding to our affiliates as of September 30, 2019 and December 31, 2018: Fee September 30, 2019 December 31, 2018 Asset management fees $ 737,000 $ 595,000 Property management fees 105,000 97,000 Construction management fees 68,000 18,000 Lease commissions 31,000 — Operating expenses 5,000 6,000 Contingent Advisor Payment — 7,866,000 Development fees — 6,000 Total $ 946,000 $ 8,588,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements [Abstract] | |
Schedule of assets and liabilities measured at fair value | The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 , aggregated by the level in the fair value hierarchy within which those measurements fall. We did not have any assets and liabilities measured at fair value on a recurring basis as of December 31, 2018. Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Liabilities: Derivative financial instruments $ — $ 5,401,000 $ — $ 5,401,000 |
Schedule of carrying amounts and estimated fair values of financial instruments | The carrying amounts and estimated fair values of such financial instruments as of September 30, 2019 and December 31, 2018 were as follows: September 30, 2019 December 31, 2018 Carrying Fair Carrying Fair Financial Liabilities: Mortgage loans payable $ 26,229,000 $ 26,970,000 $ 16,892,000 $ 16,920,000 Line of credit and term loans $ 354,635,000 $ 357,751,000 $ 270,553,000 $ 275,124,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense for the three and nine months ended September 30, 2019 and 2018 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Federal deferred $ (290,000 ) $ (796,000 ) $ (958,000 ) $ (2,178,000 ) State deferred (68,000 ) (146,000 ) (250,000 ) (432,000 ) State current 16,000 4,000 26,000 4,000 Valuation allowance 349,000 942,000 1,199,000 2,610,000 Total income tax expense $ 7,000 $ 4,000 $ 17,000 $ 4,000 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of operating lease payments to be received | The following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ended December 31, 2019 and for each of the next four years ending December 31 and thereafter for the properties that we wholly own: Year Amount 2019 $ 15,174,000 2020 59,881,000 2021 58,793,000 2022 55,823,000 2023 51,315,000 Thereafter 340,891,000 Total $ 581,877,000 Future minimum base rents due under operating leases as of December 31, 2018 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2019 $ 52,764,000 2020 52,207,000 2021 50,886,000 2022 48,249,000 2023 44,397,000 Thereafter 290,103,000 Total $ 538,606,000 |
Schedule of lease cost | Amount Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,552,000 Weighted average remaining lease term (in years) 80.4 Weighted average discount rate 5.73 % Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 252,000 |
Schedule of operating lease liability | The following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ended December 31, 2019 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities: Year Amount 2019 $ 207,000 2020 514,000 2021 514,000 2022 514,000 2023 514,000 Thereafter 39,470,000 Total operating lease payments 41,733,000 Less: interest 32,772,000 Present value of operating lease liabilities $ 8,961,000 Future minimum operating lease obligations under non-cancelable ground lease obligations as of December 31, 2018 for each of the next five years ending December 31 and thereafter was as follows: Year Amount 2019 $ 307,000 2020 307,000 2021 307,000 2022 307,000 2023 307,000 Thereafter 11,978,000 Total $ 13,513,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary Information by Reportable Segment | Medical Senior Housing — RIDEA Senior Skilled Nursing Facilities Three Months Revenues: Real estate revenue $ 14,144,000 $ — $ 2,180,000 $ 2,929,000 $ 19,253,000 Resident fees and services — 11,865,000 — — 11,865,000 Total revenues 14,144,000 11,865,000 2,180,000 2,929,000 31,118,000 Expenses: Rental expenses 4,581,000 — 213,000 135,000 4,929,000 Property operating expenses — 9,884,000 — — 9,884,000 Segment net operating income $ 9,563,000 $ 1,981,000 $ 1,967,000 $ 2,794,000 $ 16,305,000 Expenses: General and administrative $ 3,982,000 Acquisition related expenses 74,000 Depreciation and amortization 9,552,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (4,140,000 ) Loss in fair value derivative financial instruments (402,000 ) Loss from unconsolidated entity (79,000 ) Other income 13,000 Loss before income taxes (1,911,000 ) Income tax expense (7,000 ) Net loss $ (1,918,000 ) Medical Office Buildings Senior Housing — RIDEA Senior Housing Skilled Nursing Facilities Three Months Ended September 30, 2018 Revenues: Real estate revenue $ 9,580,000 $ — $ 2,259,000 $ 673,000 $ 12,512,000 Resident fees and services — 9,769,000 — — 9,769,000 Total revenues 9,580,000 9,769,000 2,259,000 673,000 22,281,000 Expenses: Rental expenses 2,812,000 — 270,000 105,000 3,187,000 Property operating expenses — 7,987,000 — — 7,987,000 Segment net operating income $ 6,768,000 $ 1,782,000 $ 1,989,000 $ 568,000 $ 11,107,000 Expenses: General and administrative $ 2,105,000 Acquisition related expenses 98,000 Depreciation and amortization 9,007,000 Other income (expense): Interest expense (including amortization of deferred financing costs and debt discount/premium) (1,602,000 ) Other income 6,000 Loss before income taxes (1,699,000 ) Income tax expense (4,000 ) Net loss $ (1,703,000 ) Medical Office Buildings Senior Housing — RIDEA Senior Housing Skilled Nursing Facilities Nine Months Ended September 30, 2019 Revenues: Real estate revenue $ 38,802,000 $ — $ 5,746,000 $ 8,732,000 $ 53,280,000 Resident fees and services — 34,053,000 — — 34,053,000 Total revenues 38,802,000 34,053,000 5,746,000 8,732,000 87,333,000 Expenses: Rental expenses 12,814,000 — 989,000 435,000 14,238,000 Property operating expenses — 28,194,000 — — 28,194,000 Segment net operating income $ 25,988,000 $ 5,859,000 $ 4,757,000 $ 8,297,000 $ 44,901,000 Expenses: General and administrative $ 11,413,000 Acquisition related expenses 1,492,000 Depreciation and amortization 35,561,000 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs and debt discount/premium) (11,532,000 ) Loss in fair value derivative financial instruments (5,401,000 ) Income from unconsolidated entity 185,000 Other income 162,000 Loss before income taxes (20,151,000 ) Income tax expense (17,000 ) Net loss $ (20,168,000 ) Medical Office Buildings Senior Housing — RIDEA Senior Housing Skilled Nursing Facilities Nine Months Ended September 30, 2018 Revenues: Real estate revenue $ 24,299,000 $ — $ 6,757,000 $ 1,473,000 $ 32,529,000 Resident fees and services — 26,604,000 — — 26,604,000 Total revenues 24,299,000 26,604,000 6,757,000 1,473,000 59,133,000 Expenses: Rental expenses 6,901,000 — 951,000 238,000 8,090,000 Property operating expenses — 21,986,000 — — 21,986,000 Segment net operating income $ 17,398,000 $ 4,618,000 $ 5,806,000 $ 1,235,000 $ 29,057,000 Expenses: General and administrative $ 5,803,000 Acquisition related expenses 254,000 Depreciation and amortization 24,053,000 Other income (expense): Interest expense (including amortization of deferred financing costs and debt discount/premium) (3,846,000 ) Other income 6,000 Loss before income taxes (4,893,000 ) Income tax expense (4,000 ) Net loss $ (4,897,000 ) |
Assets by Reportable Segment | Assets by reportable segment as of September 30, 2019 and December 31, 2018 were as follows: September 30, 2019 December 31, 2018 Medical office buildings $ 560,071,000 $ 417,708,000 Senior housing — RIDEA 159,062,000 146,965,000 Senior housing 143,598,000 154,716,000 Skilled nursing facilities 121,441,000 115,657,000 Other 53,443,000 61,326,000 Total assets $ 1,037,615,000 $ 896,372,000 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Concentration of Credit Risk [Abstract] | |
Schedules of concentration risk | As of September 30, 2019 , we had one tenant that accounted for 10.0% or more of our total property portfolio’s annualized base rent or annualized net operating income as follows: Tenant Annualized Percentage of Annualized Base Rent Acquisition Reportable Segment GLA Lease Expiration RC Tier Properties, LLC $ 7,629,000 10.8% Missouri SNF Portfolio Skilled Nursing 385,000 09/30/33 ___________ (1) Annualized base rent is based on contractual base rent from leases in effect as of September 30, 2019 . The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Event [Line Items] | |
Schedule Of Acquisitions Of Properties Table | Acquisitions in 2019 For the nine months ended September 30, 2019 , using net proceeds from our initial offering and debt financing, we completed the acquisition of 14 buildings from unaffiliated third parties. The following is a summary of our property acquisitions for the nine months ended September 30, 2019 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Mortgage Loan Payable(2) Line of Credit(3) Total Acquisition Fee(4) Lithonia MOB Lithonia, GA Medical Office 03/05/19 $ 10,600,000 $ — $ — $ 477,000 West Des Moines SNF West Des Moines, IA Skilled Nursing 03/24/19 7,000,000 — — 315,000 Great Nord MOB Portfolio Tinley Park, IL; Chesterton and Crown Point, IN; and Plymouth, MN Medical Office 04/08/19 44,000,000 — 15,000,000 1,011,000 Michigan ALF Portfolio(5) Grand Rapids, MI Senior Housing 05/01/19 14,000,000 10,493,000 3,500,000 315,000 Overland Park MOB Overland Park, KS Medical Office 08/05/19 28,350,000 — 28,700,000 638,000 Blue Badger MOB Marysville, OH Medical Office 08/09/19 13,650,000 — 12,000,000 307,000 Bloomington MOB Bloomington, IL Medical Office 08/13/19 18,200,000 — 17,400,000 409,000 Memphis MOB Memphis, TN Medical Office 08/15/19 8,700,000 — 8,600,000 196,000 Haverhill MOB Haverhill, MA Medical Office 08/27/19 15,500,000 — 15,450,000 349,000 Total $ 160,000,000 $ 10,493,000 $ 100,650,000 $ 4,017,000 ___________ (1) We own 100% of our properties acquired for the nine months ended September 30, 2019 . (2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition. (3) Represents a borrowing under the 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans , at the time of acquisition. (4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25% of the contract purchase price paid by us. In addition, the total acquisition fee may include a Contingent Advisor Payment, as defined in Note 13, Related Party Transactions , up to 2.25% of the contract purchase price paid by us. See Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. (5) We added three buildings to our existing Michigan ALF Portfolio. The other six buildings in the Michigan ALF Portfolio were acquired in December 2018. Subsequent to September 30, 2019 , we completed the acquisition of one building from an unaffiliated third party. The following is a summary of our property acquisition subsequent to September 30, 2019 : Acquisition(1) Location Type Date Acquired Contract Purchase Price Line of Credit(2) Total Acquisition Fee(3) Fresno MOB Fresno, CA Medical Office 10/30/19 $ 10,000,000 $ 9,950,000 $ 225,000 ___________ (1) We own 100% of our property acquired subsequent to September 30, 2019 . (2) Represents a borrowing under the 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans , at the time of acquisition. (3) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, a base acquisition fee of 2.25% of the contract purchase price paid by us. See Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion. |
Organization and Description _2
Organization and Description of Business (Detail) ft² in Thousands | Sep. 30, 2019ft²segment | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)ft²shares | Sep. 30, 2019ft²segment | Feb. 16, 2017 | Sep. 30, 2019ft² | Dec. 31, 2018shares | Feb. 15, 2019USD ($)shares | Sep. 30, 2019ft²shares | Sep. 30, 2019USD ($)ft²PropertyAcquisitionBuilding | Sep. 30, 2019ft² | Jan. 18, 2019USD ($) | Oct. 01, 2018 | Jun. 17, 2016USD ($) | Feb. 16, 2016USD ($) | Mar. 01, 2015 |
Date of incorporation | Jan. 23, 2015 | |||||||||||||||
Date of capitalization | Feb. 6, 2015 | |||||||||||||||
Maximum amount of common stock issuable under public offering | $ 3,150,000,000 | |||||||||||||||
Aggregate reallocated maximum amount of common stock issuable under primary public offering | $ 3,150,000,000 | |||||||||||||||
Issuance of common stock under the DRIP | $ 4,668,000 | $ 31,021,000 | ||||||||||||||
Issuance of common stock under the DRIP, shares | shares | 2,846,786 | 3,253,535 | 4,834,608 | |||||||||||||
Advisory agreement term | 1 year | |||||||||||||||
Number of reportable segments | segment | 4 | 4 | ||||||||||||||
Number of acquisitions completed from unaffiliated parties | Acquisition | 41 | |||||||||||||||
Number of properties acquired from unaffiliated parties | Property | 78 | |||||||||||||||
Number of buildings acquired from unaffiliated parties | Building | 83 | |||||||||||||||
GLA (Sq Ft) | ft² | 4,359 | 4,359 | 4,359 | 4,359 | 4,359 | 4,359 | 4,359 | |||||||||
Contract Purchase Price | $ 981,689,000 | |||||||||||||||
Class T and Class I Common Stock | ||||||||||||||||
Subscriptions in offering of common stock received and accepted shares | shares | 75,639,681 | |||||||||||||||
Subscriptions in offering of common stock received and accepted value | $ 754,118,000 | |||||||||||||||
Common Class T | ||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | 3,000,000,000 | |||||||||||||||
Reallocated maximum amount of common stock issuable under primary public offering | 2,800,000,000 | |||||||||||||||
Common Class I | ||||||||||||||||
Reallocated maximum amount of common stock issuable under primary public offering | $ 200,000,000 | |||||||||||||||
Distribution Reinvestment Plan | ||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 150,000,000 | |||||||||||||||
American Healthcare Investors | ||||||||||||||||
Ownership percentage in affiliate | 75.00% | |||||||||||||||
Griffin Capital Corporation | ||||||||||||||||
Ownership percentage in affiliate | 25.00% | |||||||||||||||
AHI Group Holdings, LLC | ||||||||||||||||
Ownership percentage in affiliate | 47.10% | |||||||||||||||
Colony Capital Inc. | ||||||||||||||||
Ownership percentage in affiliate | 45.10% | |||||||||||||||
James F. Flaherty III | ||||||||||||||||
Ownership percentage in affiliate | 7.80% | |||||||||||||||
DRIP S-3 Public Offering | ||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 100,000,000 | |||||||||||||||
Issuance of common stock under the DRIP | $ 15,131,000 | |||||||||||||||
Issuance of common stock under the DRIP, shares | shares | 1,581,073 | |||||||||||||||
Class T and Class I Common Stock | ||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 3,000,000,000 | |||||||||||||||
Distribution Reinvestment Plan | ||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 150,000,000 | |||||||||||||||
Griffin-American Healthcare REIT IV, Inc. | ||||||||||||||||
Joint venture ownership interest | 6.00% |
Summary of Accounting Policies
Summary of Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | ||
Operating lease liabilities | [1] | $ 8,961,000 | $ 0 | |
Percentage of ownership in operating partnership | 99.99% | 99.99% | ||
Percentage of limited partnership interest | 0.01% | 0.01% | ||
Operating lease right-of-use assets | $ 13,371,000 | $ 0 | ||
Accounting Standards Update 2016-02 | ||||
Operating lease liabilities | $ 5,334,000 | |||
Operating lease right-of-use assets | $ 11,239,000 | |||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of September 30, 2019 and December 31, 2018 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the 2018 Credit Facility, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $357,500,000 and $275,000,000 as of September 30, 2019 and December 31, 2018, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Disaggregation of Revenues (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Resident fees and services | $ 11,865,000 | $ 9,769,000 | $ 34,053,000 | $ 26,604,000 |
Resident Fees and Services | ||||
Resident fees and services | 11,865,000 | 9,769,000 | 34,053,000 | 26,604,000 |
Senior Housing-RIDEA | ||||
Resident fees and services | 11,865,000 | 9,769,000 | 34,053,000 | 26,604,000 |
Senior Housing-RIDEA | Transferred at Point in Time | ||||
Resident fees and services | 144,000 | 219,000 | 501,000 | 639,000 |
Senior Housing-RIDEA | Transferred over Time | ||||
Resident fees and services | 11,721,000 | 9,550,000 | 33,552,000 | 25,965,000 |
Medicaid | Resident Fees and Services | ||||
Resident fees and services | 1,414,000 | 1,498,000 | 4,500,000 | 4,495,000 |
Private and Other Payors | Resident Fees and Services | ||||
Resident fees and services | $ 10,451,000 | $ 8,271,000 | $ 29,553,000 | $ 22,109,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Accounts Receivable and Deferred Revenue (Details) - Resident Fees and Services - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Jan. 01, 2019 | |
Resident fees and services | $ 4,942,000 | $ 6,742,000 |
Contract with customer, asset, increase (decrease) | (1,800,000) | |
Medicaid | ||
Resident fees and services | 4,011,000 | 6,098,000 |
Contract with customer, asset, increase (decrease) | (2,087,000) | |
Private and Other Payors | ||
Resident fees and services | 931,000 | $ 644,000 |
Contract with customer, asset, increase (decrease) | $ 287,000 |
Real Estate Investments, Net -
Real Estate Investments, Net - Investments in Consolidated Properties (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 904,385,000 | $ 756,988,000 |
Less: accumulated depreciation | (43,929,000) | (25,312,000) |
Real estate investments, net | 860,456,000 | 731,676,000 |
Building and Building Improvements | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 799,475,000 | 668,814,000 |
Land | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 98,822,000 | 83,084,000 |
Furniture and Fixtures | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 6,088,000 | $ 5,090,000 |
Real Estate Investments, Net _2
Real Estate Investments, Net - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 20 Months Ended | 56 Months Ended | ||
Dec. 31, 2018Building | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Building | Sep. 30, 2018USD ($) | Sep. 30, 2019 | Sep. 30, 2019AcquisitionBuilding | |
Real Estate Properties [Line Items] | |||||||
Number of buildings acquired from unaffiliated parties | Building | 83 | ||||||
Depreciation | $ 6,806,000 | $ 4,384,000 | $ 20,256,000 | $ 11,581,000 | |||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | 6.00% | ||||
Number of acquisitions completed from unaffiliated parties | Acquisition | 41 | ||||||
Capitalized acquisition costs and fees additions | $ 5,192,000 | ||||||
Due to affiliate | 4,478,000 | $ 6,968,000 | 12,626,000 | $ 14,097,000 | |||
Medical Office Building | |||||||
Real Estate Properties [Line Items] | |||||||
Capital expenditures incurred | 1,344,000 | 2,190,000 | |||||
Senior Housing | |||||||
Real Estate Properties [Line Items] | |||||||
Capital expenditures incurred | 0 | 0 | |||||
Senior Housing-RIDEA | |||||||
Real Estate Properties [Line Items] | |||||||
Capital expenditures incurred | 309,000 | 1,207,000 | |||||
Skilled Nursing Facilities | |||||||
Real Estate Properties [Line Items] | |||||||
Capital expenditures incurred | $ 0 | $ 0 | |||||
Advisor | |||||||
Real Estate Properties [Line Items] | |||||||
Base acquisition fee for property acquired | 2.25% | ||||||
Contingent advisor payment fee | 2.25% | 2.25% | |||||
Contingent Advisor Payment Incurred | |||||||
Real Estate Properties [Line Items] | |||||||
Due to affiliate | $ 417,000 | ||||||
2019 Acquisitions | |||||||
Real Estate Properties [Line Items] | |||||||
Number of buildings acquired from unaffiliated parties | Building | 14 | ||||||
Michigan ALF Portfolio | |||||||
Real Estate Properties [Line Items] | |||||||
Number of buildings acquired from unaffiliated parties | Building | 6 | 3 |
Real Estate Investments, Net _3
Real Estate Investments, Net - Summary of Acquisitions (Details) - USD ($) | 9 Months Ended | 20 Months Ended | 56 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | |
Real Estate Properties [Line Items] | |||
Contract Purchase Price | $ 981,689,000 | ||
Ownership percentage | 100.00% | ||
Lithonia MOB | |||
Real Estate Properties [Line Items] | |||
Type | Medical Office | ||
Date Acquired | Mar. 5, 2019 | ||
Contract Purchase Price | $ 10,600,000 | ||
Mortgage Loan Payable | 0 | ||
Line of Credit | 0 | ||
Total Acquisition Fee | $ 477,000 | ||
West Des Moines SNF | |||
Real Estate Properties [Line Items] | |||
Type | Skilled Nursing | ||
Date Acquired | Mar. 24, 2019 | ||
Contract Purchase Price | $ 7,000,000 | ||
Mortgage Loan Payable | 0 | ||
Line of Credit | 0 | ||
Total Acquisition Fee | $ 315,000 | ||
Great Nord MOB Portfolio | |||
Real Estate Properties [Line Items] | |||
Type | Medical Office | ||
Date Acquired | Apr. 8, 2019 | ||
Contract Purchase Price | $ 44,000,000 | ||
Mortgage Loan Payable | 0 | ||
Line of Credit | 15,000,000 | ||
Total Acquisition Fee | $ 1,011,000 | ||
Michigan ALF Portfolio | |||
Real Estate Properties [Line Items] | |||
Type | Senior Housing | ||
Date Acquired | May 1, 2019 | ||
Contract Purchase Price | $ 14,000,000 | ||
Mortgage Loan Payable | 10,493,000 | ||
Line of Credit | 3,500,000 | ||
Total Acquisition Fee | $ 315,000 | ||
Overland Park MOB | |||
Real Estate Properties [Line Items] | |||
Type | Medical Office | ||
Date Acquired | Aug. 5, 2019 | ||
Contract Purchase Price | $ 28,350,000 | ||
Line of Credit | 28,700,000 | ||
Total Acquisition Fee | $ 638,000 | ||
Blue Badger MOB | |||
Real Estate Properties [Line Items] | |||
Type | Medical Office | ||
Date Acquired | Aug. 9, 2019 | ||
Contract Purchase Price | $ 13,650,000 | ||
Line of Credit | 12,000,000 | ||
Total Acquisition Fee | $ 307,000 | ||
Bloomington MOB | |||
Real Estate Properties [Line Items] | |||
Type | Medical Office | ||
Date Acquired | Aug. 13, 2019 | ||
Contract Purchase Price | $ 18,200,000 | ||
Line of Credit | 17,400,000 | ||
Total Acquisition Fee | $ 409,000 | ||
Memphis MOB | |||
Real Estate Properties [Line Items] | |||
Type | Medical Office | ||
Date Acquired | Aug. 15, 2019 | ||
Contract Purchase Price | $ 8,700,000 | ||
Line of Credit | 8,600,000 | ||
Total Acquisition Fee | $ 196,000 | ||
Haverhill MOB | |||
Real Estate Properties [Line Items] | |||
Type | Medical Office | ||
Date Acquired | Aug. 27, 2019 | ||
Contract Purchase Price | $ 15,500,000 | ||
Line of Credit | 15,450,000 | ||
Total Acquisition Fee | $ 349,000 | ||
Advisor | |||
Real Estate Properties [Line Items] | |||
Base acquisition fee for property acquired | 2.25% | ||
Contingent advisor payment fee | 2.25% | 2.25% | |
2019 Acquisitions | |||
Real Estate Properties [Line Items] | |||
Contract Purchase Price | $ 160,000,000 | ||
Mortgage Loan Payable | 10,493,000 | ||
Line of Credit | 100,650,000 | ||
Total Acquisition Fee | $ 4,017,000 |
Real Estate Investments, Net -
Real Estate Investments, Net - Assets and Liabilities Acquired (Details) - 2019 Acquisitions | Sep. 30, 2019USD ($) |
Building and improvements | $ 129,871,000 |
Land | 15,737,000 |
Right-of-use asset | 2,196,000 |
Total assets acquired | 168,218,000 |
Operating lease liability | (3,552,000) |
Total liabilities assumed | (13,974,000) |
Net assets acquired | 154,244,000 |
In-place leases | |
In-place leases | 18,008,000 |
Above-market leases | |
Above-market leases | 2,406,000 |
Mortgage loan payable | |
Mortgage loan payable (including debt discount of $758,000) | (9,735,000) |
Below-market leases | |
Below-market leases | $ (687,000) |
Real Estate Investments, Net Ph
Real Estate Investments, Net Phantom Real Estate Investments (Details) | Sep. 30, 2019USD ($) |
2019 Acquisitions | |
Unamortized discount | $ 758,000 |
Identified Intangible Assets -
Identified Intangible Assets - Summary of Identified Intangibles (Detail) | 9 Months Ended | |
Sep. 30, 2019USD ($)Building | Dec. 31, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, net | $ 73,423,000 | $ 74,723,000 |
Buildings subject to ground leases | Building | 8 | |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 70,116,000 | 67,332,000 |
Above-market leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 2,959,000 | 755,000 |
Leasehold Interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 0 | 6,288,000 |
Certificates of need | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 348,000 | $ 348,000 |
Identified Intangible Assets _2
Identified Intangible Assets - Summary of Amortization Expense on Identified Intangible Assets, Net (Detail) | Sep. 30, 2019USD ($) |
Intangible Asset Net [Abstract] | |
2019 | $ 2,806,000 |
2020 | 10,459,000 |
2021 | 9,333,000 |
2022 | 8,148,000 |
2023 | 7,080,000 |
Thereafter | 35,249,000 |
Total | $ 73,075,000 |
Identified Intangible Assets,_3
Identified Intangible Assets, Net Identified Intangible Assets, Net (Phantom) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 2,807,000 | $ 4,673,000 | $ 15,429,000 | $ 12,630,000 | |
Finite lived intangible asset, useful life | 9 years 10 months 24 days | 15 years 3 months 18 days | |||
In-place leases | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, accumulated amortization | 15,647,000 | $ 15,647,000 | $ 11,299,000 | ||
Finite lived intangible asset, useful life | 9 years 10 months 24 days | 10 years 3 months 18 days | |||
Leasehold Interests | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | 0 | 24,000 | $ 0 | 73,000 | |
Intangible assets, accumulated amortization | 0 | $ 0 | $ 217,000 | ||
Finite lived intangible asset, useful life | 0 days | 69 years 1 month 6 days | |||
Above-market leases | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | 90,000 | $ 47,000 | $ 205,000 | $ 124,000 | |
Intangible assets, accumulated amortization | $ 528,000 | $ 528,000 | $ 323,000 | ||
Finite lived intangible asset, useful life | 10 years | 4 years 6 months |
Other Assets, Net - Other Asset
Other Assets, Net - Other Assets, Net (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Other Assets [Abstract] | ||
Investment in unconsolidated entity | $ 47,297,000 | $ 47,600,000 |
Deferred rent receivables | 6,827,000 | 4,941,000 |
Deferred financing costs, net of accumulated amortization of $3,160,000 and $1,554,000 as of September 30, 2019 and December 31, 2018, respectively | 2,865,000 | 2,682,000 |
Prepaid expenses and deposits | 2,279,000 | 4,447,000 |
Lease commissions, net of accumulated amortization of $138,000 and $64,000 as of September 30, 2019 and December 31, 2018, respectively | 1,151,000 | 564,000 |
Other assets, net | $ 60,419,000 | $ 60,234,000 |
Other Assets, Net - Additional
Other Assets, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Other Assets [Abstract] | |||||
Amortization of debt issuance costs | $ 484,000 | $ 221,000 | $ 1,606,000 | $ 658,000 | |
Amortization expense on lease commissions | 29,000 | $ 21,000 | 81,000 | $ 39,000 | |
Joint Venture unamortized basis difference | $ 17,362,000 | $ 17,362,000 | $ 17,704,000 |
Other Assets, Net Other Assets,
Other Assets, Net Other Assets, Net (Phantom) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Other Assets, Net (Phantom) [Abstract] | ||
Accumulated amortization, debt issuance costs | $ 3,160,000 | $ 1,554,000 |
Deferred Costs, Leasing, Accumulated Amortization | $ 138,000 | $ 64,000 |
Mortgage Loans Payable, Net - A
Mortgage Loans Payable, Net - Additional Information (Detail) | Sep. 30, 2019USD ($)MortgageLoan | Dec. 31, 2018USD ($)MortgageLoan | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Mortgage loans payable, gross | $ 27,290,000 | $ 17,256,000 | ||||
Mortgage loans payable, net | $ 26,229,000 | [1] | $ 16,892,000 | [1] | $ 16,988,000 | $ 11,567,000 |
Number Of fixed rate mortgage loans payable | MortgageLoan | 4 | 3 | ||||
Minimum | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Effective interest rate | 3.67% | 3.75% | ||||
Maximum | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Effective interest rate | 5.25% | 5.25% | ||||
Mortgage loan payable | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Weighted average interest rate | 4.18% | 4.51% | ||||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of September 30, 2019 and December 31, 2018 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the 2018 Credit Facility, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $357,500,000 and $275,000,000 as of September 30, 2019 and December 31, 2018, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Mortgage Loans Payable, Net - M
Mortgage Loans Payable, Net - Mortgage Loans Payable (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | ||
Change in Carrying Amount of Mortgage Loans Payable [Roll Forward] | |||
Beginning balance | $ 16,892,000 | [1] | $ 11,567,000 |
Assumption of mortgage loans payable, net | 9,735,000 | 5,808,000 | |
Amortization of deferred financing costs | 58,000 | 53,000 | |
Amortization of discount/premium on mortgage loans payable | 29,000 | 6,000 | |
Deferred financing costs | (26,000) | (123,000) | |
Scheduled principal payments on mortgage loans payable | (459,000) | (323,000) | |
Ending balance | $ 26,229,000 | [1] | $ 16,988,000 |
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of September 30, 2019 and December 31, 2018 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the 2018 Credit Facility, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $357,500,000 and $275,000,000 as of September 30, 2019 and December 31, 2018, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Mortgage Loans Payable - Princi
Mortgage Loans Payable - Principal Payments Due on Mortgage Loans Payable (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | ||
2019 | $ 177,000 | |
2020 | 8,332,000 | |
2021 | 622,000 | |
2022 | 651,000 | |
2023 | 680,000 | |
Thereafter | 16,828,000 | |
Total | $ 27,290,000 | $ 17,256,000 |
Line of Credit and Term Loan (D
Line of Credit and Term Loan (Detail) | Nov. 20, 2018USD ($)Extension_period | Aug. 25, 2016USD ($) | Nov. 03, 2017 | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 28, 2018USD ($) | Oct. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | $ 350,000,000 | $ 200,000,000 | ||||
Number of potential extensions | Extension_period | 1 | |||||||
Potential extension term | 12 months | |||||||
Line of credit and term loans | [1] | $ 357,500,000 | $ 275,000,000 | |||||
Swing line loan | $ 50,000,000 | |||||||
Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Weighted average interest rate | 3.76% | 4.25% | ||||||
Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Potential increase to borrowing capacity | 200,000,000 | $ 150,000,000 | 50,000,000 | |||||
Delayed Draw Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Potential increase to borrowing capacity | 50,000,000 | |||||||
2018 Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 400,000,000 | |||||||
Potential increase to borrowing capacity | 250,000,000 | |||||||
Letters of credit outstanding | 20,000,000 | |||||||
Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Potential increase to borrowing capacity | 150,000,000 | 50,000,000 | ||||||
Term Loan Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Potential increase to borrowing capacity | 250,000,000 | |||||||
Aggregate Revolving Commitments | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Potential maximum borrowing capacity | 300,000,000 | |||||||
Recourse Indebtedness | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Potential increase to borrowing capacity | 20,000,000 | |||||||
Non-recourse Indebtedness | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Potential increase to borrowing capacity | 50,000,000 | |||||||
Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Leverage ratio | 40.00% | |||||||
2016 Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 100,000,000 | |||||||
2017 Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | |||||||
Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage condition one | 0.20% | |||||||
Average daily used amount percentage condition one | 50.00% | |||||||
Commitment fee percentage condition two | 0.25% | |||||||
Average daily used amount percentage condition two | 50.00% | |||||||
Line of Credit | 2018 Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Potential maximum borrowing capacity | $ 650,000,000 | |||||||
Line of Credit | Federal Funds Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Line of Credit | One-Month Eurodollar | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Line of Credit | Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Base rate | 0.00% | |||||||
Minimum | Line of Credit | Eurodollar | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.70% | |||||||
Minimum | Line of Credit | Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.70% | |||||||
Maximum | Line of Credit | Eurodollar | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 2.20% | |||||||
Maximum | Line of Credit | Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.20% | |||||||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of September 30, 2019 and December 31, 2018 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the 2018 Credit Facility, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $357,500,000 and $275,000,000 as of September 30, 2019 and December 31, 2018, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Loss in fair value of derivative financial instruments | $ (402,000) | $ 0 | $ (5,401,000) | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Detail) - Not Designated as Hedging Instrument | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Derivative [Line Items] | |
Notional Amount | $ 250,000,000 |
Fair Value | $ 5,401,000 |
139.5 notional amount | |
Derivative [Line Items] | |
Instrument | Swap |
Notional Amount | $ 139,500,000 |
Index | one month LIBOR |
Maturity Date | Nov. 19, 2021 |
Fair Value | $ 3,008,000 |
58.8 notional amount | |
Derivative [Line Items] | |
Instrument | Swap |
Notional Amount | $ 58,800,000 |
Index | one month LIBOR |
Maturity Date | Nov. 19, 2021 |
Fair Value | $ 1,268,000 |
36.7 notional amount | |
Derivative [Line Items] | |
Instrument | Swap |
Notional Amount | $ 36,700,000 |
Index | one month LIBOR |
Maturity Date | Nov. 19, 2021 |
Fair Value | $ 790,000 |
15.0 notional amount | |
Derivative [Line Items] | |
Instrument | Swap |
Notional Amount | $ 15,000,000 |
Index | one month LIBOR |
Maturity Date | Nov. 19, 2021 |
Fair Value | $ 335,000 |
Swap, 2.53% Interest Rate | 15.0 notional amount | |
Derivative [Line Items] | |
Interest Rate | 2.53% |
Swap, 2.49% Interest Rate | 139.5 notional amount | |
Derivative [Line Items] | |
Interest Rate | 2.49% |
Swap, 2.49% Interest Rate | 58.8 notional amount | |
Derivative [Line Items] | |
Interest Rate | 2.49% |
Swap, 2.49% Interest Rate | 36.7 notional amount | |
Derivative [Line Items] | |
Interest Rate | 2.49% |
Identified Intangible Liabili_3
Identified Intangible Liabilities, Net - Summary of Identified Intangibles, Net (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Liabilities [Line Items] | ||
Identified intangible liabilities, net | $ 1,511,000 | $ 1,627,000 |
Below-market leases | ||
Finite Lived Intangible Liabilities [Line Items] | ||
Identified intangible liabilities, net | 1,511,000 | 1,245,000 |
Above-market leasehold interest | ||
Finite Lived Intangible Liabilities [Line Items] | ||
Identified intangible liabilities, net | $ 0 | $ 382,000 |
Identified Intangible Liabili_4
Identified Intangible Liabilities, Net - Summary of Amortization Expense on Below Market Leases (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Intangible Liabilities [Abstract] | ||
2019 | $ 95,000 | |
2020 | 291,000 | |
2021 | 235,000 | |
2022 | 209,000 | |
2023 | 199,000 | |
Thereafter | 482,000 | |
Total | $ 1,511,000 | $ 1,627,000 |
Identified Intangible Liabili_5
Identified Intangible Liabilities, Net Identified Intangible Liabilities, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Amortization of identified intangible liabilities | $ 212,000 | $ 170,000 | $ 421,000 | $ 294,000 | |
Finite lived intangible liabilities useful life | 6 years 6 months | 16 years 4 months 24 days | |||
Below-market leases | |||||
Amortization of above and below market leases | 212,000 | 168,000 | $ 421,000 | 288,000 | |
Finite lived intangible liabilities accumulated amortization | 647,000 | $ 647,000 | $ 678,000 | ||
Finite lived intangible liabilities useful life | 6 years 6 months | 5 years 8 months 12 days | |||
Above-market leasehold interest | |||||
Finite lived intangible liabilities accumulated amortization | 0 | $ 0 | $ 13,000 | ||
Finite lived intangible liabilities useful life | 51 years 2 months 12 days | ||||
Amortization of above market leasehold interest | $ 0 | $ 2,000 | $ 0 | $ 6,000 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Redeemable Noncontrolling Interests [Line Items] | |||||
Noncontrolling interest, ownership percentage by parent | 99.99% | 99.99% | 99.99% | ||
Noncontrolling limited partnership interest in operating partnership | 0.01% | 0.01% | 0.01% | ||
Ownership percentage | 100.00% | ||||
Changes in the carrying amount of redeemable noncontrolling interest [Roll Forward] | |||||
Beginning balance | $ 1,371,000 | $ 1,002,000 | $ 1,002,000 | ||
Proceeds from redeemable noncontrolling interest | 151,000 | 276,000 | |||
Fair value adjustment to redeemable noncontrolling interests | 65,000 | 197,000 | |||
Net Loss Attributable to Redeemable Noncontrolling Interests | $ (19,000) | $ (72,000) | (76,000) | (197,000) | |
Ending balance | $ 1,511,000 | $ 1,278,000 | $ 1,511,000 | $ 1,278,000 | $ 1,371,000 |
TRS | |||||
Redeemable Noncontrolling Interests [Line Items] | |||||
Ownership percentage | 98.00% | ||||
Limited Partner | |||||
Redeemable Noncontrolling Interests [Line Items] | |||||
Stock issued during period, stock splits | 208 | 208 |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests Redeemable Noncontrolling Interest (Phantom) (Details) | Sep. 30, 2019 | Dec. 31, 2018 |
Noncontrolling Interest Phantom [Abstract] | ||
Noncontrolling interest, ownership percentage by parent | 99.99% | 99.99% |
Noncontrolling limited partnership interest in operating partnership | 0.01% | 0.01% |
Equity (Detail)
Equity (Detail) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | 20 Months Ended | 33 Months Ended | 34 Months Ended | 42 Months Ended | |||||||||||||||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Feb. 28, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Feb. 15, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Apr. 04, 2019 | Jan. 18, 2019 | Jun. 30, 2018 | Apr. 11, 2018 | Apr. 06, 2018 | Jan. 22, 2018 | Dec. 31, 2017 | Mar. 01, 2017 | Jan. 07, 2017 | Jun. 17, 2016 | Apr. 13, 2016 | Feb. 16, 2016 | Feb. 12, 2016 | Feb. 06, 2015 | |
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Number of shares of common stock, authorized to be issued | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||
Par value of common stock to be offered and sold to the public | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Maximum amount of common stock issuable under public offering | $ 3,150,000,000 | |||||||||||||||||||||||||
Maximum percentage of common stock repurchased during period | 5.00% | |||||||||||||||||||||||||
Share repurchase plan holding period | 1 year | |||||||||||||||||||||||||
Share repurchase plan percentage of price per-share condition one | 92.50% | 92.50% | 92.50% | 92.50% | 92.50% | |||||||||||||||||||||
Share repurchase plan percentage of price per-share condition two | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||||||||||||||
Issuance of common stock under the DRIP | $ 4,668,000 | $ 31,021,000 | ||||||||||||||||||||||||
Stock based compensation | $ 164,000 | $ 145,000 | ||||||||||||||||||||||||
Issuance of vested and nonvested restricted common stock, shares | 82,500 | |||||||||||||||||||||||||
Common stock repurchased during period under share repurchase plan shares | 308,837 | 115,847 | 668,646 | 236,230 | 428,164 | 1,096,810 | ||||||||||||||||||||
Issuance of common stock under the DRIP, shares | 2,846,786 | 3,253,535 | 4,834,608 | |||||||||||||||||||||||
Proceeds from issuance of common stock, dividend revinvestment plan | $ 27,097,000 | $ 46,153,000 | ||||||||||||||||||||||||
Selling commissions percentage | 3.00% | |||||||||||||||||||||||||
Selling commissions expenses | $ 0 | $ 1,717,000 | $ 2,241,000 | $ 4,858,000 | ||||||||||||||||||||||
Maximum percentage of dealer manager fee | 3.00% | 3.00% | ||||||||||||||||||||||||
Percentage of dealer manager fee | 1.00% | 1.00% | ||||||||||||||||||||||||
Dealer manager fees | 0 | 587,000 | $ 759,000 | 1,648,000 | ||||||||||||||||||||||
Stockholder daily servicing fee percentage | 1.00% | |||||||||||||||||||||||||
Maximum percentage of stockholder servicing fee | 4.00% | |||||||||||||||||||||||||
Stockholder servicing fee incurred | $ 2,536,000 | 5,602,000 | ||||||||||||||||||||||||
Accrued stockholder servicing fee | 14,241,000 | 15,203,000 | $ 14,241,000 | 14,241,000 | 15,203,000 | $ 14,241,000 | 14,241,000 | |||||||||||||||||||
Receivable from transfer agent | $ 0 | $ 1,667,000 | 0 | $ 0 | $ 1,667,000 | 0 | $ 0 | |||||||||||||||||||
Stock acquired, average cost per share | $ 9.14 | $ 9.58 | $ 9.26 | $ 9.49 | $ 9.45 | $ 9.34 | ||||||||||||||||||||
Stock repurchased during period, value under the share repurchase plan, value | $ 2,823,000 | $ 1,110,000 | $ 2,242,000 | $ 6,192,000 | $ 4,047,000 | $ 10,239,000 | ||||||||||||||||||||
Stockholder servicing fee payable | $ 14,241,000 | $ 14,241,000 | $ 14,241,000 | $ 16,395,000 | $ 14,241,000 | $ 16,395,000 | $ 14,241,000 | |||||||||||||||||||
Common Class T | ||||||||||||||||||||||||||
Number of shares of common stock, authorized to be issued | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | |||||||||||||||||||
Par value of common stock to be offered and sold to the public | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Reallocated maximum amount of common stock issuable under primary public offering | $ 2,800,000,000 | |||||||||||||||||||||||||
Common stock, shares, issued | 73,831,901 | 73,831,901 | 73,831,901 | 64,996,843 | 73,831,901 | 64,996,843 | 73,831,901 | |||||||||||||||||||
Common stock, shares outstanding | 73,831,901 | 73,831,901 | 73,831,901 | 64,996,843 | 73,831,901 | 64,996,843 | 73,831,901 | |||||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 3,000,000,000 | |||||||||||||||||||||||||
Shares issued | 20,833 | 20,833 | 20,833 | 20,833 | 20,833 | 20,833 | 20,833 | |||||||||||||||||||
Distribution Reinvestment Plan | ||||||||||||||||||||||||||
Share price | $ 9.65 | $ 9.40 | $ 9.50 | |||||||||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 150,000,000 | |||||||||||||||||||||||||
Class T and Class I Common Stock | ||||||||||||||||||||||||||
Subscriptions in offering of common stock received and accepted shares | 75,639,681 | |||||||||||||||||||||||||
Common Class I | ||||||||||||||||||||||||||
Number of shares of common stock, authorized to be issued | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||
Par value of common stock to be offered and sold to the public | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Reallocated maximum amount of common stock issuable under primary public offering | $ 200,000,000 | |||||||||||||||||||||||||
Share price | 9.65 | $ 9.21 | $ 9.21 | $ 9.30 | ||||||||||||||||||||||
Common stock, shares, issued | 5,648,911 | 5,648,911 | 5,648,911 | 4,258,128 | 5,648,911 | 4,258,128 | 5,648,911 | |||||||||||||||||||
Common stock, shares outstanding | 5,648,911 | 5,648,911 | 5,648,911 | 4,258,128 | 5,648,911 | 4,258,128 | 5,648,911 | |||||||||||||||||||
Maximum percentage of dealer manager fee | 1.50% | |||||||||||||||||||||||||
Griffin American Advisor | Common Class T | ||||||||||||||||||||||||||
Value of stock purchased | $ 200,000 | |||||||||||||||||||||||||
Advisor | ||||||||||||||||||||||||||
Percentage of dealer manager fee | 2.00% | 2.00% | ||||||||||||||||||||||||
Two Thousand Fifteen Incentive Plan | Class T and Class I Common Stock | ||||||||||||||||||||||||||
Share price | $ 9.54 | $ 10.05 | $ 9.54 | $ 9.54 | $ 10.05 | $ 9.54 | $ 9.54 | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 4,000,000 | |||||||||||||||||||||||||
Two Thousand Fifteen Incentive Plan | Restricted Stock | ||||||||||||||||||||||||||
Share-based payment arrangement expense | $ 72,000 | $ 70,000 | $ 164,000 | $ 145,000 | ||||||||||||||||||||||
Two Thousand Fifteen Incentive Plan | Restricted Stock | Re-elected or Newly Elected Independent Directors | ||||||||||||||||||||||||||
Issuance of vested and nonvested restricted common stock, shares | 22,500 | 22,500 | ||||||||||||||||||||||||
Share based compensation arrangement by share based payment award, equity instruments other than options, vesting percentage | 20.00% | |||||||||||||||||||||||||
Share based compensation arrangement by share based payment award, equity instruments other than options, vesting percentage on anniversary | 20.00% | |||||||||||||||||||||||||
Limited Partner | ||||||||||||||||||||||||||
Stock issued during period, stock splits | 208 | 208 | ||||||||||||||||||||||||
Total Stockholders’ Equity | ||||||||||||||||||||||||||
Issuance of common stock under the DRIP | 6,599,000 | 4,668,000 | $ 19,056,000 | $ 12,435,000 | ||||||||||||||||||||||
Class T and Class I Common Stock | ||||||||||||||||||||||||||
Issuance of common stock under the DRIP | $ 7,000 | $ 5,000 | $ 20,000 | $ 13,000 | ||||||||||||||||||||||
Issuance of common stock, shares | 1,393 | 6,259,145 | 8,884,165 | 17,789,763 | ||||||||||||||||||||||
Issuance of common stock under the DRIP, shares | 691,703 | 483,737 | 1,987,822 | 1,302,271 | ||||||||||||||||||||||
Shares issued | 79,480,812 | 61,085,464 | 79,480,812 | 79,480,812 | 61,085,464 | 69,254,971 | 79,480,812 | 69,254,971 | 79,480,812 | 79,084,339 | 54,443,429 | 42,207,160 | ||||||||||||||
Distribution Reinvestment Plan | ||||||||||||||||||||||||||
Share price | $ 9.54 | $ 9.65 | ||||||||||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 150,000,000 | |||||||||||||||||||||||||
Class T and Class I Common Stock | ||||||||||||||||||||||||||
Share price | $ 10.05 | $ 10 | ||||||||||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 3,000,000,000 | |||||||||||||||||||||||||
DRIP S-3 Public Offering | ||||||||||||||||||||||||||
Issuance of common stock under the DRIP | $ 15,131,000 | |||||||||||||||||||||||||
Issuance of common stock under the DRIP, shares | 1,581,073 | |||||||||||||||||||||||||
Maximum dollar amount of common stock issuable under public offering | $ 100,000,000 |
Equity Phantom (Details)
Equity Phantom (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Selling commissions expenses | $ 0 | $ 1,717 | $ 2,241 | $ 4,858 | |
Common Class T | |||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Shares issued | 20,833 | 20,833 | 20,833 | ||
Limited Partner | |||||
Stock issued during period, stock splits | 208 | 208 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 13 Months Ended | 20 Months Ended | 44 Months Ended | ||||||||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Feb. 28, 2017 | Sep. 30, 2019USD ($)Quarter | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 11, 2018$ / shares | Jan. 22, 2018$ / shares | Mar. 01, 2017$ / shares | Jun. 17, 2016$ / shares | Feb. 16, 2016USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | $ 4,478,000 | $ 6,968,000 | $ 12,626,000 | $ 14,097,000 | |||||||||
Condition Two: Percentage Of Operating Expense Of Net Income | 25.00% | ||||||||||||
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | 6.00% | ||||||||||
Maximum percentage of dealer manager fee | 3.00% | 3.00% | |||||||||||
Percentage of dealer manager fee | 1.00% | 1.00% | |||||||||||
Resident fees and services | $ 11,865,000 | 9,769,000 | $ 34,053,000 | $ 26,604,000 | |||||||||
Minimum Investment Rate By Officer EVP | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||
Maximum Investment Rate By Officer EVP | 15.00% | 15.00% | 15.00% | 15.00% | |||||||||
Due to Affiliate | $ 946,000 | $ 946,000 | $ 946,000 | $ 946,000 | $ 8,588,000 | ||||||||
Base Acquisition Fee Paid | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | 1,922,000 | 4,007,000 | 3,663,000 | 5,581,000 | |||||||||
Contingent Advisor Payment Incurred | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | 417,000 | ||||||||||||
Due to Affiliate | 7,866,000 | ||||||||||||
Operating Expense [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | 24,000 | 10,000 | 97,000 | 43,000 | |||||||||
Due to Affiliate | 5,000 | 5,000 | $ 5,000 | 5,000 | 6,000 | ||||||||
Subordinated Distribution Of Net Sales Proceeds [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of distribution of net proceeds from sale of properties | 15.00% | ||||||||||||
Annual cumulative non compounded return on gross proceeds from sale of shares of our common stock | 6.00% | ||||||||||||
Subordinated DistributionUpon Listing [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Distribution rate of common stock capital to advisor | 15.00% | ||||||||||||
Annual cumulative non compounded return upon listing from sale of shares of common stock | 6.00% | ||||||||||||
Subordinated Distribution Upon Termination [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Distribution rate of partnership amount to advisor | 15.00% | ||||||||||||
Annual cumulative non compounded return upon termination of shares of our common stock | 6.00% | ||||||||||||
Lease Commissions [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to Affiliate | 31,000 | 31,000 | $ 31,000 | $ 31,000 | 0 | ||||||||
Contingent Advisor amount paid [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | $ 20,980,000 | ||||||||||||
Advisor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Maximum Percentage Of Construction Management Fees | 5.00% | ||||||||||||
Number Of Consecutive Fiscal Quarter For Reimbursement Measurement | Quarter | 4 | ||||||||||||
Condition One: Percentage Of Operating Expenses Of Average Invested Asset | 2.00% | 2.00% | |||||||||||
Percentage of dealer manager fee | 2.00% | 2.00% | |||||||||||
Maximum acquisition fee of contract purchase price for property we acquire | 4.50% | ||||||||||||
Maximum acquisition fee of real estate-related investment purchase price we originate or acquire | 4.25% | ||||||||||||
Base acquisition fee for property acquired | 2.25% | ||||||||||||
Base acquisition fee for real estate related investment we acquire | 2.00% | ||||||||||||
Contingent advisor payment fee | 2.25% | 2.25% | |||||||||||
Contingent Advisor Payment Holdback | $ 7,500,000 | ||||||||||||
Imputed leverage on equity raise percentage as basis of acquisition fee | 50.00% | ||||||||||||
Asset management fee percentage | 0.80% | ||||||||||||
Percentage of property management oversight fee | 1.00% | ||||||||||||
Percentage of property management oversight fee - gross monthly cash receipts | 1.50% | ||||||||||||
Percentage of property management oversight fee - multiple tenants | 1.50% | ||||||||||||
Minimum percentage of lease fee | 3.00% | ||||||||||||
Maximum percentage of lease fee | 6.00% | ||||||||||||
Disposition fees as percentage of contract sales price | 2.00% | ||||||||||||
Disposition fees as percentage of customary competitive real estate commission | 50.00% | ||||||||||||
Maximum percentage of disposition fee | 6.00% | ||||||||||||
Development Fees [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | 0 | 0 | $ 14,000 | 0 | |||||||||
Reimbursement of acquisition expenses [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | 0 | 0 | 0 | 1,000 | |||||||||
Asset Management [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | 2,120,000 | 1,271,000 | 6,012,000 | 3,299,000 | |||||||||
Construction Management Fee [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | 73,000 | 11,000 | $ 99,000 | $ 13,000 | |||||||||
Operating Expense [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage Of Operating Expenses Of Average Invested Assets | 1.20% | 1.30% | |||||||||||
Lease Commissions [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | 21,000 | 6,000 | $ 71,000 | $ 83,000 | |||||||||
Property Management Fee [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to affiliate | 318,000 | 200,000 | 871,000 | 506,000 | |||||||||
Dealer manager fees | Contingent Advisor Payment Incurred | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Amounts of Transaction | 0 | 1,193,000 | 1,687,000 | 3,393,000 | |||||||||
Other organizational and offering expenses | Contingent Advisor Payment Incurred | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Amounts of Transaction | $ 0 | $ 270,000 | $ 112,000 | $ 1,178,000 | |||||||||
Due to Affiliate | $ 7,866,000 | ||||||||||||
Common Class I | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Maximum percentage of dealer manager fee | 1.50% | ||||||||||||
Share price | $ / shares | $ 9.65 | $ 9.21 | $ 9.21 | $ 9.30 |
Related Party Transactions - Re
Related Party Transactions - Related Party Description (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Board of Directors Chairman [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock | $ 0 | $ 70,000 | $ 10,000 | $ 258,000 |
Issuance of common stock, shares | 0 | 7,292 | 995 | 27,398 |
President [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock | $ 0 | $ 78,000 | $ 11,000 | $ 275,000 |
Issuance of common stock, shares | 0 | 7,993 | 1,103 | 29,118 |
Executive Vice President [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock | $ 0 | $ 66,000 | $ 10,000 | $ 254,000 |
Issuance of common stock, shares | 0 | 6,826 | 999 | 26,971 |
Chief Financial Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock | $ 0 | $ 5,000 | $ 1,000 | $ 24,000 |
Issuance of common stock, shares | 0 | 578 | 88 | 2,565 |
Executive Vice President, Acquisitions [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock | $ 0 | $ 8,000 | $ 1,000 | $ 25,000 |
Issuance of common stock, shares | 0 | 886 | 127 | 2,648 |
Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock | $ 0 | $ 237,000 | $ 35,000 | $ 892,000 |
Issuance of common stock, shares | 0 | 24,481 | 3,448 | 94,627 |
Christopher M. Belford [Member] | Executive Vice President, Asset Management [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock | $ 0 | $ 7,000 | $ 1,000 | $ 49,000 |
Issuance of common stock, shares | 0 | 657 | 102 | 5,209 |
Wendie Newman [Member] | Executive Vice President, Asset Management [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock | $ 0 | $ 3,000 | $ 1,000 | $ 7,000 |
Issuance of common stock, shares | 0 | 249 | 34 | 718 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amount Outstanding to Affiliates (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Due to Affiliate | $ 946,000 | $ 8,588,000 | |
Operating Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage Of Operating Expenses Of Average Invested Assets | 1.20% | 1.30% | |
Percentage Of Operating Expenses Of Net Income | 42.00% | 26.60% | |
Contingent Advisor Payment Incurred | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | 7,866,000 | ||
Asset And Property Management Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | $ 737,000 | 595,000 | |
Operating Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | 5,000 | 6,000 | |
Construction Management Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | 68,000 | 18,000 | |
Property Management Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | 105,000 | 97,000 | |
Lease Commissions [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | 31,000 | 0 | |
Development Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | $ 0 | $ 6,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Mortgage loans payable, carrying amount | $ 26,229,000 | [1] | $ 16,892,000 | [1] | $ 16,988,000 | $ 11,567,000 |
Mortgage loans payable, fair value | 26,970,000 | 16,920,000 | ||||
Line of credit and term loans, carrying amount | 354,635,000 | 270,553,000 | ||||
Line of credit and term loans, fair value | 357,751,000 | $ 275,124,000 | ||||
Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative financial instruments | 5,401,000 | |||||
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative financial instruments | 0 | |||||
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative financial instruments | 5,401,000 | |||||
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative financial instruments | $ 0 | |||||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of September 30, 2019 and December 31, 2018 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the 2018 Credit Facility, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $357,500,000 and $275,000,000 as of September 30, 2019 and December 31, 2018, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Federal deferred | $ (290,000) | $ (796,000) | $ (958,000) | $ (2,178,000) |
State deferred | (68,000) | (146,000) | (250,000) | (432,000) |
State current | 16,000 | 4,000 | 26,000 | 4,000 |
Valuation allowance | 349,000 | 942,000 | 1,199,000 | 2,610,000 |
Total income tax expense | $ 7,000 | $ 4,000 | $ 17,000 | $ 4,000 |
Leases Additional Information (
Leases Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Leases [Abstract] | ||||
Real estate revenue | $ 19,253,000 | $ 12,512,000 | $ 53,280,000 | $ 32,529,000 |
Variable lease payments | $ 3,718,000 | $ 10,426,000 |
Leases Lessor, Future Minimum R
Leases Lessor, Future Minimum Rents Due (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 | $ 15,174 | $ 52,764 |
2020 | 59,881 | 52,207 |
2021 | 58,793 | 50,886 |
2022 | 55,823 | 48,249 |
2023 | 51,315 | 44,397 |
Thereafter | 340,891 | 290,103 |
Total | $ 581,877 | $ 538,606 |
Leases Components of Lease Cost
Leases Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 177 | $ 478 |
Leases Lease Term and Discount
Leases Lease Term and Discount Rate (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Leases [Abstract] | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,552 |
Weighted average remaining lease term (in years) | 80 years 4 months 24 days |
Weighted average discount rate | 5.73% |
Operating cash flows from operating leases | $ 252 |
Leases Future Minimum Rent Paym
Leases Future Minimum Rent Payments, Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Lessee, Operating Lease, Description [Abstract] | |||
2019 | $ 207 | ||
2020 | 514 | ||
2021 | 514 | ||
2022 | 514 | ||
2023 | 514 | ||
Thereafter | 39,470 | ||
Total operating lease payments | 41,733 | ||
Less: interest | 32,772 | ||
Present value of operating lease liabilities | [1] | $ 8,961 | $ 0 |
2019 | 307 | ||
2020 | 307 | ||
2021 | 307 | ||
2022 | 307 | ||
2023 | 307 | ||
Thereafter | 11,978 | ||
Total | $ 13,513 | ||
[1] | Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of September 30, 2019 and December 31, 2018 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the 2018 Credit Facility, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $357,500,000 and $275,000,000 as of September 30, 2019 and December 31, 2018, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc. |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Detail) | Sep. 30, 2019USD ($)segment | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Segment Reporting Information Line Items | ||||||
Number of reportable segments | segment | 4 | 4 | ||||
Assets by Reportable Segment | ||||||
Total assets | $ 1,037,615,000 | $ 1,037,615,000 | $ 1,037,615,000 | $ 896,372,000 | ||
Revenues: | ||||||
Real estate revenue | 19,253,000 | $ 12,512,000 | 53,280,000 | $ 32,529,000 | ||
Resident fees and services | 11,865,000 | 9,769,000 | 34,053,000 | 26,604,000 | ||
Revenues | 31,118,000 | 22,281,000 | 87,333,000 | 59,133,000 | ||
Expenses: | ||||||
Rental expenses | 4,929,000 | 3,187,000 | 14,238,000 | 8,090,000 | ||
Property operating expenses | 9,884,000 | 7,987,000 | 28,194,000 | 21,986,000 | ||
Segment net operating income | 16,305,000 | 11,107,000 | 44,901,000 | 29,057,000 | ||
Operating Expenses | ||||||
General and administrative | 3,982,000 | 2,105,000 | 11,413,000 | 5,803,000 | ||
Acquisition related expenses | 74,000 | 98,000 | 1,492,000 | 254,000 | ||
Depreciation and amortization | 9,552,000 | 9,007,000 | 35,561,000 | 24,053,000 | ||
Other income (expense): | ||||||
Interest expense (including amortization of deferred financing costs and debt discount/premium) | (4,140,000) | (1,602,000) | (11,532,000) | (3,846,000) | ||
Loss in fair value of derivative financial instruments | (402,000) | 0 | (5,401,000) | 0 | ||
(Loss) income from unconsolidated entity | (79,000) | 0 | 185,000 | 0 | ||
Other income | 13,000 | 6,000 | 162,000 | 6,000 | ||
Loss before income taxes | (1,911,000) | (1,699,000) | (20,151,000) | (4,893,000) | ||
Income tax expense | (7,000) | (4,000) | (17,000) | (4,000) | ||
Net loss | (1,918,000) | (1,703,000) | (20,168,000) | (4,897,000) | ||
Medical Office Building | ||||||
Assets by Reportable Segment | ||||||
Total assets | 560,071,000 | 560,071,000 | 560,071,000 | 417,708,000 | ||
Revenues: | ||||||
Real estate revenue | 14,144,000 | 9,580,000 | 38,802,000 | 24,299,000 | ||
Revenues | 14,144,000 | 9,580,000 | 38,802,000 | 24,299,000 | ||
Expenses: | ||||||
Rental expenses | 4,581,000 | 2,812,000 | 12,814,000 | 6,901,000 | ||
Segment net operating income | 9,563,000 | 6,768,000 | 25,988,000 | 17,398,000 | ||
Senior Housing-RIDEA | ||||||
Assets by Reportable Segment | ||||||
Total assets | 159,062,000 | 159,062,000 | 159,062,000 | 146,965,000 | ||
Revenues: | ||||||
Real estate revenue | 0 | 0 | 0 | 0 | ||
Resident fees and services | 11,865,000 | 9,769,000 | 34,053,000 | 26,604,000 | ||
Revenues | 11,865,000 | 9,769,000 | 34,053,000 | 26,604,000 | ||
Expenses: | ||||||
Rental expenses | 0 | 0 | 0 | 0 | ||
Property operating expenses | 9,884,000 | 7,987,000 | 28,194,000 | 21,986,000 | ||
Segment net operating income | 1,981,000 | 1,782,000 | 5,859,000 | 4,618,000 | ||
Senior Housing | ||||||
Assets by Reportable Segment | ||||||
Total assets | 143,598,000 | 143,598,000 | 143,598,000 | 154,716,000 | ||
Revenues: | ||||||
Real estate revenue | 2,180,000 | 2,259,000 | 5,746,000 | 6,757,000 | ||
Revenues | 2,180,000 | 2,259,000 | 5,746,000 | 6,757,000 | ||
Expenses: | ||||||
Rental expenses | 213,000 | 270,000 | 989,000 | 951,000 | ||
Segment net operating income | 1,967,000 | 1,989,000 | 4,757,000 | 5,806,000 | ||
Skilled Nursing Facilities | ||||||
Assets by Reportable Segment | ||||||
Total assets | 121,441,000 | 121,441,000 | 121,441,000 | 115,657,000 | ||
Revenues: | ||||||
Real estate revenue | 2,929,000 | 673,000 | 8,732,000 | 1,473,000 | ||
Revenues | 2,929,000 | 673,000 | 8,732,000 | 1,473,000 | ||
Expenses: | ||||||
Rental expenses | 135,000 | 105,000 | 435,000 | 238,000 | ||
Segment net operating income | 2,794,000 | $ 568,000 | 8,297,000 | $ 1,235,000 | ||
Other | ||||||
Assets by Reportable Segment | ||||||
Total assets | $ 53,443,000 | $ 53,443,000 | $ 53,443,000 | $ 61,326,000 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | Sep. 30, 2019segmentState | Sep. 30, 2019segmentState |
Concentration of Credit Risk | ||
Number of states with more than ten percent of tenant annual base rent | State | 2 | 2 |
Minimum percent share of each state annualized base rent | 10.00% | 10.00% |
Number of reportable segments | segment | 4 | 4 |
Number of tenants with more than ten percent of annual base rent | 1 | 1 |
Minimum percent share of annualized base rent accounted by tenants | 10.00% | 10.00% |
Medical Office Building | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 60.30% | 60.30% |
Senior Housing | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 14.70% | 14.70% |
Skilled Nursing Facilities | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 14.10% | 14.10% |
Senior Housing-RIDEA | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 10.90% | 10.90% |
MISSOURI | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 12.00% | 12.00% |
MICHIGAN | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 10.20% | 10.20% |
Concentration of Credit Risk _2
Concentration of Credit Risk - Schedule of Annualized Base Rent from Tenants at Consolidated Properties (Detail) - RC Tier Properties LLC | 9 Months Ended |
Sep. 30, 2019USD ($)ft² | |
Annual Base Rent | $ | $ 7,629,000 |
Percentage of Annualized Base Rent | 10.81% |
Type | Skilled Nursing |
GLA (Sq Ft) | ft² | 385,000 |
Lease Expiration Date | Sep. 30, 2033 |
Per Share Data (Detail)
Per Share Data (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Participating securities, distributed and undistributed earnings (loss), basic | $ 7,000 | $ 6,000 | $ 18,000 | $ 14,000 |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 43,500 | 37,500 | ||
Redeemable Limited Partnership Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 208 | 208 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events Additional Information (Details) - USD ($) | Nov. 01, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Nov. 20, 2018 | Sep. 28, 2018 | Oct. 31, 2017 |
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | $ 350,000,000 | $ 200,000,000 | ||
Term Loan | Subsequent Event | ||||||
Increase in credit facility | $ 45,000,000 | |||||
Revolving Credit Facility | Subsequent Event | ||||||
Increase in credit facility | 85,000,000 | |||||
2018 Line of Credit | ||||||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | |||||
2018 Line of Credit | Subsequent Event | ||||||
Line of credit facility, maximum borrowing capacity | $ 530,000,000 |
Subsequent Events - Summary of
Subsequent Events - Summary of Acquisitions of Properties (Details) | 1 Months Ended | 9 Months Ended | 56 Months Ended |
Nov. 13, 2019USD ($)Building | Sep. 30, 2019USD ($)Building | Sep. 30, 2019USD ($)Building | |
Subsequent Event [Line Items] | |||
Number of buildings acquired from unaffiliated parties | Building | 83 | ||
Contract Purchase Price | $ 981,689,000 | ||
Ownership percentage | 100.00% | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of buildings acquired from unaffiliated parties | Building | 1 | ||
Ownership percentage | 100.00% | ||
Fresno MOB | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Type | Medical Office | ||
Date Acquired | Oct. 30, 2019 | ||
Contract Purchase Price | $ 10,000,000 | ||
Line of Credit | 9,950,000 | ||
Total Acquisition Fee | $ 225,000 | ||
Advisor | |||
Subsequent Event [Line Items] | |||
Base acquisition fee for property acquired | 2.25% | ||
2019 Acquisitions | Advisor | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Base acquisition fee for property acquired | 2.25% | ||
2019 Acquisitions | |||
Subsequent Event [Line Items] | |||
Number of buildings acquired from unaffiliated parties | Building | 14 | ||
Contract Purchase Price | $ 160,000,000 | ||
Line of Credit | $ 100,650,000 |