Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One) | ||
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2017
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from _________ to __________
Commission file number: 000-55201
Healthcare Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 38-3888962 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
405 Park Ave., 4th Floor New York, NY | 10022 | |
(Address of principal executive offices) | (Zip Code) | |
(212) 415-6500 | ||
(Registrant's telephone number, including area code) | ||
Securities registered pursuant to section 12(b) of the Act: None | ||
Securities registered pursuant to section 12(g) of the Act: Common stock, $0.01 par value per share (Title of class) | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer x | (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
Emerging growth company x | ||
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
There is no established public market for the registrant's shares of common stock.
As of February 28, 2018, the registrant had 90,676,939 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be delivered to stockholders in connection with the registrant's 2018 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. The registrant intends to file its proxy statement within 120 days after its fiscal year end.
HEALTHCARE TRUST, INC.
FORM 10-K
Year Ended December 31, 2017
Page | ||
2
Forward-Looking Statements
Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Healthcare Trust, Inc. (the "Company," "we," "our" or "us") and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:
• | Certain of our executive officers and directors are also officers, managers or holders of a direct or indirect controlling interest in Healthcare Trust Advisors, LLC (our "Advisor") and other entities affiliated with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global"), the parent of our sponsor. As a result, certain of our executive officers and directors, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor's compensation arrangements with us and other investment programs advised by affiliates of AR Global and conflicts in allocating time among these investment programs and us. These conflicts could result in unanticipated actions that adversely affect us. |
• | Because investment opportunities that are suitable for us may also be suitable for other investment programs advised by affiliates of AR Global, our Advisor and its affiliates face conflicts of interest relating to the purchase of properties and other investments and such conflicts may not be resolved in our favor, meaning that we could invest in less attractive assets, which could reduce the investment return to our stockholders. |
• | Although we intend to seek a listing of our shares of common stock on a national stock exchange when we believe market conditions are favorable to do so, there is no assurance that our shares of common stock will be listed. No public market currently exists, or may ever exist, for shares of our common stock and our shares are, and may continue to be, illiquid. |
• | We focus on acquiring and owning a diversified portfolio of healthcare-related assets located in the United States and are subject to risks inherent in concentrating investments in the healthcare industry. |
• | If our Advisor loses or is unable to obtain qualified personnel, our ability to continue to achieve our investment strategies could be delayed or hindered. |
• | The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of tenants to make lease payments to us. |
• | We are depending on our Advisor to select investments and conduct our operations. Adverse changes in the financial condition of our Advisor and its affiliates or our relationship with our Advisor could adversely affect us. |
• | We are obligated to pay fees, which may be substantial, to our Advisor and its affiliates. |
• | We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants. |
• | We may not be able to achieve our rental rate objectives on new and renewal leases and our expenses could be greater, which may impact our results of operations. |
• | Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions. |
• | We have not generated, and in the future may not generate, operating cash flows sufficient to fund all of the distributions we pay to our stockholders, and, as such, we may be forced to fund distributions from other sources, including borrowings, which may not be available on favorable terms, or at all. |
• | There can be no assurance we will continue to pay distributions at our current level. |
• | Any distributions, especially those not covered by our cash flows from operations, may reduce the amount of capital available for other purposes included investment in properties and other permitted investments and may negatively impact the value of our stockholders' investment. |
• | We are subject to risks associated with any dislocations or liquidity disruptions that may exist or occur in the credit markets of the United States from time to time. |
3
• | We are subject to risks associated with changes in general economic, business and political conditions including the possibility of intensified international hostilities, acts of terrorism, and changes in conditions of United States or international lending, capital and financing markets. |
• | We may fail to continue to qualify to be treated as a real estate investment trust for U.S. federal income tax purposes ("REIT"), which would result in higher taxes, may adversely affect our operations and would reduce the value of an investment in our common stock and the cash available for distributions. |
• | The offering price and repurchase price for our shares under our distribution reinvestment plan ("DRIP") and our share repurchase program (as amended, the "SRP") may not, among other things, accurately reflect the value of our assets and may not represent what a stockholder may receive on a sale of the shares, what they may receive upon a liquidation of our assets and distribution of the net proceeds or what a third party may pay to acquire the Company. |
In addition, we describe risks and uncertainties that could cause actual results and events to differ materially in "Risk Factors" (Part I, Item 1A), "Quantitative and Qualitative Disclosures about Market Risk" (Part II, Item 7A), and "Management's Discussion and Analysis" (Part II, Item 7) of this Annual Report on Form 10-K.
4
PART I
Item 1. Business
We invest in healthcare real estate, focusing on seniors housing and medical office buildings ("MOB"), located in the United States for investment purposes. As of December 31, 2017, we owned 185 properties located in 30 states and comprised of 9.0 million rentable square feet.
We were incorporated on October 15, 2012 as a Maryland corporation that elected and qualified to be taxed as a REIT beginning with our taxable year ended December 31, 2013. Substantially all of our business is conducted through Healthcare Trust Operating Partnership, L.P. (the "OP").
In February 2013, we commenced our initial public offering ("IPO") on a "reasonable best efforts" basis of up to $1.7 billion of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts. We closed our IPO in November 2014 and as of such date we had received cumulative proceeds of $2.0 billion from our IPO. As of December 31, 2017, we have received total proceeds of $2.2 billion, net of shares repurchased under the Share Repurchase Program (as amended, the "SRP") (see Note 8 — Common Stock) and including $256.3 million in proceeds received under the DRIP.
On March 30, 2017, our board of directors ("Board") approved a per share estimate of net asset value ("Estimated Per-Share NAV") equal to $21.45 as of December 31, 2016. We intend to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually. Pursuant to the DRIP, our stockholders can elect to reinvest distributions by purchasing shares of our common stock at the then-current Estimated Per-Share NAV approved by the Board.
We have no employees. The Advisor has been retained by us to manage our affairs on a day-to-day basis. We have retained the Property Manager to serve as our property manager. The Advisor and Property Manager are under common control with AR Global, as a result of which they are related parties, and each have received or will receive compensation, fees and expense reimbursements for services related to managing of our business. The Advisor, Healthcare Trust Special Limited Partnership, LLC (the "Special Limited Partner") and Property Manager also have received or will receive compensation, fees and expense reimbursements from us related to the investment and management of our assets.
On December 22, 2017, we purchased all of the membership interests in indirect subsidiaries of American Realty Capital Healthcare Trust III, Inc. (“HT III”) that own the 19 properties comprising substantially all of HT III’s assets (the “Asset Purchase”), pursuant to a purchase agreement (the “Purchase Agreement”), dated as of June 16, 2017. HT III is sponsored and advised by an affiliate of our Advisor.
Portfolio Summary
The following table summarizes our portfolio of properties as of December 31, 2017:
Asset Type | Number of Properties | Rentable Square Feet | Gross Asset Value (1) | Gross Asset Value % | |||||||||
(In thousands) | |||||||||||||
Medical office and outpatient | 99 | 3,641,566 | $ | 998,659 | 39.9 | % | |||||||
Seniors housing | 61 | 4,199,733 | 1,133,211 | 45.2 | % | ||||||||
Hospitals, post-acute and other | 25 | 1,205,691 | 373,175 | 14.9 | % | ||||||||
Total | 185 | 9,046,990 | $ | 2,505,045 | 100.0 | % | |||||||
_______________
(1) | Gross asset value represents "real estate investments, at cost" on the accompanying consolidated balance sheets, which is the contract purchase price for an asset, adjusted for certain items in accordance with accounting principles generally accepted in the United States ("GAAP"), plus market lease intangible liabilities and debt premiums and discounts and including held for sale assets. |
5
In constructing our portfolio, we are committed to a strategy dedicated to diversification of tenancy and geography. The following table details the geographic distribution, by region, of our portfolio as of December 31, 2017:
Geographic Region | Number of Properties | Annualized Rental Income (1) | Rentable Square Feet | |||||||
(In thousands) | ||||||||||
Northeast | 16 | $ | 39,478 | 1,549,578 | ||||||
South | 64 | 134,070 | 3,420,670 | |||||||
Midwest | 77 | 108,491 | 2,752,974 | |||||||
West | 28 | 39,774 | 1,323,768 | |||||||
Total | 185 | $ | 321,813 | 9,046,990 | ||||||
_______________
(1) | Annualized rental income for the leases in place in the property portfolio as of December 31, 2017 on a straight-line basis, which includes tenant concessions such as free rent, as applicable, as well as annualized revenue from our seniors housing — operating properties. |
Business Strategy
We seek to protect and enhance our stockholders' value by creating stable, reliable and growing income streams generated through the ownership of a balanced and diversified portfolio of healthcare real estate. Our investment strategy is guided by three core principles: (1) maintaining a balanced, well diversified portfolio of high quality assets; (2) pursuing accretive and opportunistic investment opportunities; and (3) maintaining a strong and flexible capital structure.
We have invested, and expect to continue investing, primarily in MOBs and seniors housing communities. In addition, we may invest in facilities leased to hospitals, rehabilitation hospitals, long-term acute care centers, surgery centers, inpatient rehabilitation facilities, special medical and diagnostic service providers, laboratories, research firms, pharmaceutical and medical supply manufacturers and health insurance firms. While we may invest in facilities across the healthcare continuum, our primary investment focus going forward is MOBs and seniors housing — operating properties ("SHOP"). Our SHOP investments are held through a structure permitted under the provisions of RIDEA (as defined below). We generally acquire a fee interest in any property we acquire (a "fee interest" is the absolute, legal possession and ownership of land, property, or rights), although we may also acquire a leasehold interest (a "leasehold interest" is a right to enjoy the exclusive possession and use of an asset or property for a stated definite period as created by a written lease). We have and may continue to acquire properties through a joint venture or the acquisition of substantially all of the interests of an entity which in turn owns the real property. We also may make preferred equity investments in an entity.
We have, and may in the future, enter into management agreements with healthcare operators to manage communities that are placed in a structure permitted by the REIT Investment Diversification Empowerment Act of 2007 ("RIDEA"). Under the provisions of RIDEA, a REIT may lease "qualified healthcare properties" on an arm's length basis to a taxable REIT subsidiary ("TRS") if the property is operated on behalf of such subsidiary by a person who qualifies as an "eligible independent contractor." We view RIDEA as a structure primarily to be used on properties that present attractive valuation entry points with long term growth prospects or drive growth by: (i) transitioning the asset to a new operator that can bring scale, operating efficiencies, or ancillary services; or (ii) investing capital to reposition the asset.
A smaller part of our business may involve originating or acquiring loans secured by or related to the same types of properties in which we may invest directly. Likewise, we may invest in securities of publicly-traded and private companies primarily engaged in real estate businesses, including REITs and other real estate operating companies, and securities issued by pass-through entities of which substantially all of the assets consist of qualifying assets or real estate-related assets. For example, we may purchase the common stock, preferred stock, debt, or other securities of these entities or options to acquire these securities. Examples of loans we may invest in include, but are not limited to, investments in first, second and third mortgage loans, wraparound mortgage loans, construction mortgage loans on real property and loans on leasehold interest mortgages. We also may invest in participations in mortgage, bridge or mezzanine loans unsecured loans.
Maintaining a Balanced, Well Diversified Portfolio of High Quality Assets
We seek balance and diversity within our portfolio. This extends to the mix of tenancy, geography, operator/managers and payors within our facilities.
6
As of December 31, 2017, 2016 and 2015, we did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income for the portfolio on a straight-line basis.
The following table lists the states where we had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of December 31, 2017, 2016 and 2015:
December 31, | ||||||
State | 2017 | 2016 | 2015 | |||
Florida | 17.5% | 19.3% | 18.6% | |||
Georgia | 10.7% | 10.2% | * | |||
Iowa | * | 10.5% | 10.1% | |||
Michigan | 11.6% | * | * | |||
Pennsylvania | 10.8% | 12.0% | 11.4% | |||
_______________
* | State's annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified. |
Investing in Healthcare-related Facilities
Healthcare-related facilities include MOBs and outpatient facilities, seniors housing communities, such as assisted and independent living and memory care facilities, as well as hospitals, inpatient rehabilitation hospitals, long-term acute care centers, surgery centers, skilled nursing facilities, specialty medical and diagnostic facilities, research laboratories and pharmaceutical buildings. While we may invest in facilities across the healthcare continuum, our primary investment focus going forward is MOBs and SHOPs.
Medical Office Building and Outpatient Facilities
As of December 31, 2017, we owned 99 MOBs and outpatient facilities totaling 3.6 million square feet. These facilities typically contain physicians' offices and examination rooms, and may also include pharmacies, hospital ancillary service space and outpatient services such as diagnostic imaging centers, rehabilitation clinics and ambulatory surgery centers. These facilities can be located on or near hospital campuses and require significant plumbing, electrical and mechanical systems to accommodate diagnostic imaging equipment such as x-rays or other imaging equipment, and may also have significant plumbing to accommodate physician exam rooms. In addition, MOBs are often built to accommodate higher structural loads for certain equipment and may contain specialized construction such as cancer radiation therapy vaults for cancer treatment.
There are a variety of types of MOBs: on campus, off campus, affiliated and non-affiliated. On campus MOBs are physically located on a hospital's campus, often on land leased from the hospital. A hospital typically creates strong tenant demand which leads to high tenant retention. Off campus properties are located independent of a hospital's location. Affiliated MOBs may be located on campus or off campus, but are affiliated with a hospital or health system. In some respects, affiliated MOBs are similar to on campus MOBs because the hospital relationship drives tenant demand and retention. Finally, non-affiliated MOBs are not affiliated with any hospital or health system, but may contain physician offices and other healthcare services. We favor affiliated MOBs versus non-affiliated MOBs because of the relationship and synergy with the sponsoring hospital or health system and buildings not affiliated with the hospital or health system but anchored or entirely occupied by a long-tenured physician practice.
The following table reflects the on campus, off campus, affiliated and non-affiliated MOB composition of our portfolio as of December 31, 2017:
MOB Classification | Number of Buildings | Rentable Square Feet | ||||
On Campus | 21 | 1,248,875 | ||||
Off Campus | 78 | 2,392,691 | ||||
Total | 99 | 3,641,566 | ||||
Affiliated | 79 | 3,026,229 | ||||
Non-affiliated | 20 | 615,337 | ||||
Total | 99 | 3,641,566 | ||||
7
Seniors Housing Communities
As of December 31, 2017, we owned 52 seniors housing communities under a structure permitted by RIDEA, our SHOP segment, and nine seniors housing communities under long term leases, which are included within our triple net leased healthcare facilities segment. Under RIDEA, a REIT may lease qualified healthcare properties on an arm's length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an eligible independent contractor. Seniors housing communities include independent living facilities, assisted living facilities and memory care facilities. These communities cater to different segments of the elderly population based upon their personal needs and need for assistance with the activities of daily living. Services provided by our operators or tenants in these facilities are primarily paid for by the residents directly and are less reliant on government reimbursement programs such as Medicaid and Medicare. Our seniors housing communities primarily consist of assisted living, memory care and independent living units.
Assisted Living and Memory Care Facilities
Assisted living facilities ("ALFs") are licensed care facilities that provide personal care services, support and housing for those who need help with activities of daily living, such as bathing, eating and dressing, yet require limited medical care. The programs and services may include transportation, social activities, exercise and fitness programs, beauty or barber shop access, hobby and craft activities, community excursions, meals in a dining room setting and other activities sought by residents. ALFs are often in apartment-like buildings with private residences ranging from single rooms to large apartments. Certain ALFs may offer a separate facility that provides a higher level of care for residents requiring memory care as a result of Alzheimer's disease or other forms of dementia. Levels of personal assistance are based in part on local regulations. As of December 31, 2017, our seniors housing assets included approximately 2.3 thousand assisted living units and 1.2 thousand memory care units.
Independent Living Facilities
Independent living facilities are designed to meet the needs of seniors who choose to live in an environment surrounded by their peers with services such as housekeeping, meals and activities. These residents generally do not need assistance with activities of daily living, however, in some of our facilities, residents have the option to contract for these services. As of December 31, 2017, our seniors housing assets included 1.0 thousand independent living units.
Hospitals, Post-Acute Care and Other Facilities
Our hospitals, post-acute care and other facilities are leased to tenants that provide healthcare services. As of December 31, 2017, we owned 25 other healthcare-related assets, including hospitals and post-acute care facilities. Hospitals can include general acute care hospitals, inpatient rehabilitation hospitals, long-term acute care hospitals and surgical and specialty hospitals. These facilities provide inpatient diagnosis and treatment, both medical and surgical, and provide a broad array of inpatient and outpatient services including surgery, rehabilitation therapy as well as diagnostic and treatment services. Post-acute facilities offer restorative, rehabilitative and custodial care for people not requiring the more extensive and complex treatment available at acute care hospitals. Ancillary revenues and revenues from sub-acute care services are derived from providing services beyond room and board and include occupational, physical, speech, respiratory and intravenous therapy, wound care, oncology treatment, brain injury care and orthopedic therapy, as well as sales of pharmaceutical products and other services. Certain facilities provide some of the foregoing services on an outpatient basis. Inpatient rehabilitation services provided by our operators and tenants in these facilities are primarily paid for by private sources or through the Medicare and Medicaid programs.
Healthcare Industry
Healthcare is the single largest industry in the United States based on Gross Domestic Product ("GDP"). According to the National Health Expenditures Projections, 2017 - 2026 report by the Centers for Medicare and Medicaid Services ("CMS"): (i) national health expenditures are projected to grow 5.3% in 2018 and at an average annual growth rate of 5.6% for 2018 through 2026 and (ii) the healthcare industry is projected to increase from 18.2% of U.S. GDP in 2018 to 19.7% by 2026. This growth in expenditures is projected to lead to significant growth in healthcare employment. According to the U.S. Department of Labor's Bureau of Labor Statistics, the healthcare industry was one of the largest industries in the United States, providing approximately 19.7 million seasonally adjusted jobs as of December 31, 2017. According to the Bureau of Labor Statistics, employment of healthcare occupations (healthcare practitioners and technical occupations and healthcare support) is projected to grow 18% from 2016 to 2026, adding about 2.4 million new jobs. This growth is expected due to an aging population and the projected increase in the number of individuals who have access to health insurance. We believe the continued growth in employment in the healthcare industry will lead to growth in demand for medical office buildings and other facilities that serve the healthcare industry.
In addition to the growth in national health expenditures and corresponding increases in employment in the healthcare sector, the nature of healthcare delivery continues to evolve due to the impact of government programs, regulatory changes and consumer preferences. We believe these changes have increased the need for capital among healthcare providers and increased incentives for these providers to develop more efficient real estate solutions in order to enhance the delivery of quality healthcare. In particular, we believe the following demographic factors and trends are creating an attractive environment in which to invest in healthcare properties.
8
Demographics
The aging of the U.S. population has a direct effect on the demand for healthcare as older persons generally utilize healthcare services at a rate well in excess of younger people. According to CMS, on a per capita basis, the 65-year and older segment of the population spends 100% more on healthcare than the 45 to 64-year-old segment and 160% more than the population average.
According to the Centers for Disease Control and Prevention (the "CDC"), 6.6% of all adults aged 65 and over during the first quarter of 2017 needed help with personal care from another person. For both sexes combined, adults aged 85 years and over (21.5%) were more than twice as likely as adults aged 75 to 84 (7.2%) to need help with personal care from other persons; adults aged 85 and over were slightly more than six times as likely as adults aged 65 to 74 (3.7%) to need help with personal care from other persons. Also, according to the CDC, symptoms of Alzheimer’s disease generally do not appear until after the age of 60 years old. Starting at age 65, the risk of developing the disease doubles every five years. As of 2016, approximately 11% of people 65 and older has Alzheimer’s disease, and approximately 32% of people 85 and older have the disease. It is the sixth leading cause of death among all adults and the fifth leading cause for those aged 65 or older. Up to 5.4 million Americans currently have Alzheimer’s disease and by 2060 the number is expected to more than double due to the aging of the population.
We believe that the aging population, improved chronic disease management, technological advances and healthcare reform will positively affect the demand for medical office buildings and seniors housing communities and other healthcare-related facilities and generate attractive investment opportunities. The first wave of Baby Boomers, the largest segment of the U.S. population, began turning 65 in 2011. According to the U.S. Census Bureau, the U.S. population over 65 will grow to 98 million in 2050, up from 47 million in 2015. This group will grow more rapidly than the overall population. Thus, its share of the population will increase to 23.5% in 2050, from 15% in 2015. Patients with diseases that were once life threatening are now being treated with specialized medical care and an arsenal of new pharmaceuticals. Advances in research, diagnostics, surgical procedures, pharmaceuticals and a focus on healthier lifestyles have led to people living longer. Finally, we believe that with the arrival of healthcare reform in the United States, we and our tenants and operators will experience a significant increase in the demand for medical services.
Pursuing Accretive and Opportunistic Investment Opportunities
Depending upon market conditions, we believe that new investments will be available in the future which will be accretive to our earnings and will generate attractive returns to our stockholders. We invest in medical office buildings, seniors housing and certain other healthcare real estate primarily through acquisitions, although we may also do so through development and joint venture partnerships. In determining whether to invest in a property, we focus on the following: (1) the experience of the obligor's/partner's management team; (2) the historical and projected financial and operational performance of the property; (3) the credit of the obligor/partner; (4) the security for any lease or loan; (5) the real estate attributes of the building, its age and location; (6) the capital committed to the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry. We conduct market research and analysis for all potential investments. In addition, we review the value of all properties, the interest rates and covenant requirements of any facility-level debt to be assumed at the time of the acquisition and the anticipated sources of repayment of any existing debt that is not to be assumed at the time of the acquisition.
We monitor our investments through a variety of methods determined by the type of property. Our proactive and comprehensive asset management process generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our Advisor's internal asset managers actively manage and monitor the medical office building portfolio with a comprehensive process including tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs, and market conditions among other things. In monitoring our portfolio, our Advisor's personnel use a proprietary database to collect and analyze property-specific data. Additionally, we conduct extensive research to ascertain industry trends.
As of February 28, 2018, we had $13.5 million in assets under two executed letters of intent. Pursuant to the terms of these letters of intent, our obligation to close upon these acquisitions is subject to certain conditions customary to closing, including the successful completion of due diligence and fully negotiated binding agreements. There can be no assurance that we will complete these acquisitions. We intend to use advances from our credit facilities to fund acquisitions (see Note 5 — Credit Facilities of the accompanying notes to the consolidated financial statements for more information on our credit facilities). Additionally, on March 5, 2018, we acquired the Texas Children's Hospital Medical Office Building located in Houston Texas for $6.7 million.
9
Maintaining a Strong and Flexible Capital Structure
We utilize a combination of debt and equity to fund our investment activity. Our debt and equity levels are determined by management in consultation with the Board. For short-term purposes, we may borrow from our Revolving Credit Facility and Fannie Credit Facilities. As of December 31, 2017, the Revolving Credit Facility is secured by the equity interests and related rights in wholly owned subsidiaries that directly own or lease these real estate assets have been pledged for the benefit of the lenders thereunder, and the Fannie Credit Facilities are secured by mortgages on 15 properties, in aggregate. Subsequent to December 31, 3017, we borrowed additional amounts under the Fannie Credit Facility secured by seven properties that had previously been pledged under a different mortgage loan, which was partially repaid with the proceeds from the additional borrowings under the Fannie Credit Facilities. We may seek and even replace current borrowings with longer-term capital such as senior secured or unsecured notes or other forms of long-term financing. We may invest in properties subject to existing mortgage indebtedness, which we assume as part of the acquisition. In addition, we may obtain financing secured by previously unencumbered properties in which we have invested or may refinance properties acquired on a leveraged basis. In our agreements with our lenders, we are subject to restrictions with respect to secured and unsecured indebtedness, including restrictions on permitted investments, distributions and maintenance of a maximum leverage ratio, among other things. As of December 31, 2017, our secured debt leverage ratio (total secured debt divided by total assets) was approximately 40.1% and we had total secured borrowings of $950.2 million and no unsecured borrowings.
Tax Status
We elected and qualified to be taxed as a REIT under Sections 856 through 860 of Internal Revenue Code of 1986, as amended (the "Code"), commencing with our taxable year ended December 31, 2013. Commencing with such taxable year, we have been organized and operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to remain qualified as a REIT. In order to continue to qualify for taxation as a REIT, we must, among other things, distribute at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our REIT taxable income that we distribute to our stockholders. Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties as well as federal income and excise taxes on our undistributed income.
On December 22, 2017, the Tax Cuts and Jobs Act was signed into law by the U.S. President. We are not aware of any provision in the final tax reform legislation or any pending tax legislation that would adversely affect our ability to operate as a REIT or to qualify as a REIT for U.S. federal income tax purposes. However, new legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or promulgated from time to time, that could change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to our qualification as a REIT.
Competition
The market for MOBs, seniors housing and other healthcare-related real estate is highly competitive. We compete in all of our markets based on a number of factors that include location, rental rates, security, suitability of the property's design to prospective tenants' needs and the manner in which the property is operated and marketed. In addition, we compete with other entities engaged in real estate investment activities to locate suitable properties to acquire, tenants to occupy our properties and purchasers to buy our properties. These competitors include other REITs, private investment funds, specialty finance companies, institutional investors, pension funds and their advisors and other entities. There are also other REITs with asset acquisition objectives similar to ours, and others may be organized in the future. Some of these competitors, including larger REITs, have substantially greater marketing and financial resources than we have and generally may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of tenants. In addition, these same entities seek financing through similar channels.
10
Healthcare Regulation
Overview
The healthcare industry is subject to substantial regulation and faces increased regulation particularly relating to fraud, waste and abuse, cost control and healthcare management, including, but not limited to, the Federal Anti-Kickback Statute, the Federal Physician Self-Referral Prohibition, the False Claims Act and similar state laws. We may experience a significant expansion of applicable federal, state or local laws and regulations, previously enacted or future healthcare reform, new interpretations of existing laws and regulations or changes in enforcement priorities all of which could materially impact the business and operations of our tenants and therefore our business, as detailed below. Additionally, as discussed in more detail below, recent challenges to the Patient Protection and Affordable Care Act (the “Affordable Care Act”), including a tax reform bill signed into law repealing the penalty on individuals for failing to maintain health insurance and a recent lawsuit filed by twenty states challenging the constitutionality of the Affordable Care Act, make the future status of the Affordable Care Act unknown. A shift towards less comprehensive health insurance coverage and increased consumer cost-sharing on health expenditures could have a material adverse effect on our tenants’ financial conditions and results of operations and, in turn, their ability to satisfy their contractual obligations.
Our tenants and operators are subject to extensive federal, state, and local licensure laws, regulations and industry standards governing business operations, the physical plant and structure, patient rights and privacy and security of health information. Our tenants’ and operators’ failure to comply with any of these laws could result in loss of licensure, denial of reimbursement, imposition of fines or other penalties, suspension or exclusion from the government sponsored Medicare and Medicaid programs, loss of accreditation or certification, or closure of the facility. In addition, efforts by third-party payors, such as the Medicare and Medicaid programs and private insurance carriers, including health maintenance organizations and other health plans, impose greater discounts and more stringent cost controls upon healthcare provider operations (through changes in reimbursement rates and methodologies, discounted fee structures, the assumption by healthcare providers of all or a portion of the financial risk or otherwise). Our tenants and operators may also face significant limits on the scope of services reimbursed and on reimbursement rates and fees, all of which could impact their ability to pay rent or other obligations to us.
Licensure, Certification and Certificate of Need
Our tenants operate hospitals, assisted living facilities, skilled nursing facilities and other healthcare facilities that receive reimbursement for services from third-party payors, such as the government-sponsored Medicare and Medicaid programs and private insurance carriers. Participation in the Medicare and Medicaid programs generally requires the operators of a healthcare facility to be licensed and certified and be subject to compliance surveys. In granting and renewing these licenses and certifications, the state regulatory agencies consider numerous factors relating to a facility’s operations, including, but not limited to, the plant and physical structure, admission and discharge standards, staffing, training, patient and consumer rights, medication guidelines and other rules. The failure of an operator to maintain or renew any required license, certification or other regulatory approval or to correct serious deficiencies identified in compliance surveys could prevent it from continuing operations at a facility. A loss of licensure or certification or change in participation status could also adversely affect an operator's ability to receive payments from the Medicare and Medicaid programs, which, in turn, could adversely affect its ability to satisfy its contractual obligations, including making rental payments under, and otherwise complying with the terms of, its leases with us. In addition, if we have to replace an operator, we may experience difficulties in finding a replacement because our ability to replace the operator may be affected by federal and state laws governing changes in control and ownership.
Similarly, in order to receive Medicare and Medicaid reimbursement, our healthcare facilities must meet the applicable conditions of participation established by the U.S. Department of Health and Human Services ("HHS") relating to the type of facility and its equipment, personnel and standard of medical care, as well as comply with state and local laws and regulations. Healthcare facilities undergo periodic on-site licensure surveys, which generally are limited if the facility is accredited by The Joint Commission (formerly the Joint Commission on Accreditation of Healthcare Organizations) or other recognized accreditation organizations. A loss of licensure or certification could adversely affect a facility's ability to receive payments from the Medicare and Medicaid programs, which, in turn, could adversely affect its ability to satisfy its contractual obligations, including making rental payments under, and otherwise complying with the terms of, its leases with us.
11
In certain states skilled nursing facilities and hospitals are also subject to various state certificate of need ("CON") laws requiring governmental approval prior to the development or expansion of healthcare facilities and services. The approval process in these states generally requires a facility to demonstrate the need for additional or expanded healthcare facilities or services. CONs, where applicable, are also sometimes necessary for changes in ownership or control of licensed facilities, addition of beds, investment in major capital equipment or introduction of new services or termination of services previously approved through the CON process. CON laws and regulations may restrict an operator's ability to expand our properties and grow its business in certain circumstances, which could have an adverse effect on the operator's revenues and, in turn, its ability to make rental payments under, and otherwise comply with the terms of, its leases with us.
Fraud and Abuse Enforcement
Various federal and state laws and regulations are aimed at actions that may constitute fraud and abuse by healthcare providers who participate in, receive payments from or make or receive referrals in connection with government-funded healthcare programs, including Medicare and Medicaid. The federal laws include, for example, the following:
• | The Federal Anti-Kickback Statute (Section 1128B(b) of the Social Security Act) which prohibits certain business practices and relationships, including the payment, receipt or solicitation of any remuneration, directly or indirectly, to induce a referral of any patient or service or item covered by a federal healthcare program, including Medicare and Medicaid; |
• | The Federal Physician Self-Referral Prohibition (Ethics in Patient Referral Act of 1989, commonly referred as the "Stark Law"), which prohibits referrals by physicians of Medicare or Medicaid patients to providers of a broad range of designated healthcare services in which the physicians (or their immediate family members) have ownership interests or certain other financial arrangements; |
• | The False Claims Act ("FCA"), which prohibits any person from knowingly presenting false or fraudulent claims for payment by the federal government (including the Medicare and Medicaid programs); and |
• | The Civil Monetary Penalties Law, which authorizes HHS to impose civil penalties administratively for fraudulent acts. |
Courts have interpreted these laws broadly. Sanctions for violating these federal laws include substantial criminal and civil penalties such as punitive sanctions, damage assessments, monetary penalties, imprisonment, denial of Medicare and Medicaid payments, and exclusion from the Medicare and Medicaid programs. These laws also impose an affirmative duty on operators to ensure that they do not employ or contract with persons excluded from the Medicare and other government programs. Many states have adopted laws similar to, or more expansive than, the federal anti-fraud and abuse laws and have also adopted laws that increase patient protections, such as minimum staffing levels, criminal background checks, and restrictions on the use and disclosure of health information, and these state laws have their own penalties which may be in addition to federal penalties.
In the ordinary course of their business, the operators at our properties are subject regularly to inquiries, investigations and audits by federal and state agencies that oversee applicable laws and regulations. Increased funding for investigation and enforcement efforts accompanied by an increased pressure to eliminate government waste has led to a significant increase in the number of investigations and enforcement actions over the past several years. Significant enforcement activity has been the result of actions brought by regulators, who file complaints in the name of the United States (and, if applicable, particular states) under the FCA or equivalent state statutes. The qui tam and whistleblower provisions of the FCA allow private individuals to bring actions on behalf of the government alleging that the government was defrauded with tremendous potential financial gain to private citizens who prevail. Additionally, violations of the FCA can result in treble damages.
Violations of federal or state law by an operator of our properties, or FCA actions against an operator of our properties, could have a material adverse effect on the operator's liquidity, financial condition or results of operations, which could adversely affect its ability to satisfy its contractual obligations, including making rental payments under, and otherwise complying with the terms of, its leases and other agreements with us. Federal and state fraud and abuse laws may also restrict the terms of our rental agreements with our tenants.
Privacy and Security of Health Information
Various federal and state laws protect the privacy and security of health information. For example, the Health Insurance Portability and Accountability Act of 1996, its implementing regulations and related federal laws and regulations (commonly referred to as "HIPAA") protect the privacy and security of individually identifiable health information by limiting its use and disclosure. Many states have implemented similar laws to limit the use and disclosure of patient specific health information. The federal government has increased its HIPAA enforcement efforts over the past few years, which has increased the number of audits and enforcement actions, some of which have resulted in significant penalties to healthcare providers. Violations of federal and state privacy and security laws could have a material adverse effect on the operator’s financial condition or operations, which could adversely affect its ability to satisfy its contractual obligations, including making rental payments under, and otherwise complying with the terms of, its leases and other agreements with us.
12
Reimbursement
The reimbursement methodologies for healthcare facilities are constantly changing and federal and state authorities may implement new or modified reimbursement methodologies that may negatively impact healthcare operations. For example, the Affordable Care Act enacted certain reductions in Medicare reimbursement rates for various healthcare providers, as well as certain other changes to Medicare payment methodologies. The Affordable Care Act, among other things, reduced the inflation-adjusted market based increase included in standard federal payment rates for inpatient and outpatient hospital services, long-term care hospitals and inpatient rehabilitation facilities. In addition, under the Affordable Care Act, long-term acute care hospitals and inpatient rehabilitation facilities are subject to a rate adjustment to the market basket increase to reflect improvements in productivity. Accordingly, current and future payments under federal and state healthcare programs may not be sufficient to sustain a facility’s operations, which could adversely affect its ability to satisfy its contractual obligations, including making rental payments under, and otherwise complying with the terms of, its leases and other agreements with us.
The Affordable Care Act has faced ongoing legal challenges, including litigation seeking to invalidate some or all of the law or the manner in which it has been interpreted. In December 2017, a tax reform bill passed by the House of Representatives and the Senate was signed into law by President Trump, which repeals the penalty on individuals for failing to maintain health insurance as required under the Affordable Care Act effective in 2019. Additionally, in February 2018, twenty states filed a lawsuit in the Northern District of Texas alleging that the Affordable Care Act is now unconstitutional because the penalty on individuals was repealed. President Trump has also stated his intention to make changes to the Medicaid Program. The uncertain status of the Affordable Care Act and federal health care programs such as Medicaid affects, among other things, our ability to plan for the future.
Federal and state budget pressures also continue to escalate, and in an effort to address actual or potential budget shortfalls, Congress and many state legislatures may enact reductions to Medicare and Medicaid expenditures through cuts in rates paid to providers or restrictions in eligibility and benefits. In addition, CMS is currently in the midst of transitioning Medicare from a traditional fee for service reimbursement model to capitated, value-based, and bundled payment approaches in which the government pays a set amount for each beneficiary for a defined period of time, based on that person’s underlying medical needs, rather than the actual services provided. The result is increasing use of management tools to oversee individual providers and coordinate their services. This puts downward pressure on the number and expense of services provided. The continued trend toward capitated, value-based, and bundled payment approaches has the potential to diminish the market for certain healthcare providers, particularly specialist physicians and providers of particular diagnostic technologies. This could adversely impact the medical properties that house these physicians and medical technology providers.
Another notable Medicare health care reform initiative, the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”) established a new payment framework, called the Quality Payment Program, which modified certain Medicare payments to “eligible clinicians,” including physicians, dentists, and other practitioners. MACRA represents a fundamental change in physician reimbursement. The implications of MACRA are uncertain and will depend on future regulatory activity and physician activity in the marketplace. MACRA may encourage physicians to move from smaller practices to larger physician groups or hospital employment, leading to further consolidation of the industry.
Certain of our facilities are also subject to periodic pre- and post-payment reviews and other audits by governmental authorities, which could result in recoupments, denials, or delay of payments. Recoupment of past payments or denial or delay of future payments could adversely affect an operator’s ability to satisfy its contractual obligations, including making rental payments under, and otherwise complying with the terms of, its leases and other agreements with us.
We regularly assess the financial implications of reimbursement rule changes on our tenants, but we cannot assure you that current rules or future updates will not materially adversely affect our operators and tenants, which, in turn, could have a material adverse effect on their ability to pay rent and other obligations to us. See “Risk Factors - Healthcare Industry Risks - Reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid, or delays in receiving these reimbursements could adversely affect the profitability of our tenants and hinder their ability to make rent payments to us” and “Risk Factors - Healthcare Industry Risks - A reduction in Medicare payment rates for skilled nursing facilities may have an adverse effect on the Medicare reimbursements received by certain of our tenants” included in Item 1A of this Annual Report on Form 10-K.
13
Other Regulations
Our investments are subject to various federal, state and local laws, ordinances and regulations, including, among other things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. We believe that we have all permits and approvals necessary under current law to operate our investments.
Environmental Regulations
As an owner of real property, we are subject to various federal, state and local laws and regulations regarding environmental, health and safety matters. These laws and regulations address, among other things, asbestos, polychlorinated biphenyls, fuel, oil management, wastewater discharges, air emissions, radioactive materials, medical wastes, and hazardous wastes, and in certain cases, the costs of complying with these laws and regulations and the penalties for non-compliance can be substantial. Even with respect to properties that we do not operate or manage, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any property from which there is or has been an actual or threatened release of a regulated material and any other affected properties, regardless of whether we knew of or caused the release. Such costs typically are not limited by law or regulation and could exceed the property's value. In addition, we may be liable for certain other costs, such as governmental fines and injuries to persons, property or natural resources, as a result of any such actual or threatened release.
Under the terms of our lease and management agreements, we generally have a right to indemnification by the tenants, operators and managers of our properties for any contamination caused by them. However, we cannot assure you that our tenants, operators and managers will have the financial capability or willingness to satisfy their respective indemnification obligations to us, and any such inability or unwillingness to do so may require us to satisfy the underlying environmental claims.
We did not make any material capital expenditures in connection with environmental, health, and safety laws, ordinances and regulations in 2017 and do not expect that we will be required to make any such material capital expenditures during 2018.
Employees
We have no employees. Instead, the employees of our Advisor and other affiliates of AR Global perform a full range of services for us, including acquisitions, property management, accounting, legal, asset management, transfer agent and investor relations services. We are dependent on these affiliates for services that are essential to us, including asset acquisition decisions, property management and other general and administrative responsibilities. In the event that any of these companies were unable to provide these services to us, we would be required to provide such services ourselves by hiring our own workforce or obtaining such services from an unrelated party at potentially higher costs.
Available Information
We electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and all amendments to those filings with the SEC. We also filed a registration statement on Form S-11 (File No. 333-184677) (the "Registration Statement") in connection with our IPO and a registration statement on Form S-3 (File No. 333-197802) for additional shares to be issued under the DRIP with the SEC. You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549 or you may obtain information by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet address at http://www.sec.gov that contains reports, proxy statements and information statements, and other information, which you may obtain free of charge. In addition, copies of our filings with the SEC may be obtained from the website maintained for us and our affiliates at www.healthcaretrustinc.com or www.ar-global.com. Access to these filings is free of charge. We are not incorporating our website or any information from these websites into this Annual Report on Form 10-K.
Item 1A. Risk Factors
Set forth below are the risk factors that we believe are material to our investors. The occurrence of any of the risks discussed in this Annual Report on Form 10-K could have a material adverse effect on our business, financial condition, results of operations, ability to pay distributions and the value of our common stock.
Risks Related to Our Properties and Operations
We have incurred net losses on a U.S. GAAP basis for the years ended December 31, 2017, 2016 and 2015.
We have incurred net losses attributable to stockholders on a U.S. GAAP basis for the years ended December 31, 2017, 2016, and 2015 of $42.5 million, $20.9 million and $41.7 million, respectively. Our losses can be attributed, in part, to acquisition related expenses and depreciation and amortization. We are subject to all of the business risks and uncertainties associated with any business, including the risk that the value of a stockholder's investment could decline substantially. We were incorporated on October 15, 2012. As of December 31, 2017, we owned 185 properties. We cannot assure you that, in the future, we will be profitable or that we will realize growth in the value of our assets.
14
We depend upon our Advisor and our Property Manager to provide us with executive officers and key personnel and our operating performance may be impacted by any adverse changes in the financial health or reputation of our Advisor.
We have no employees. Personnel and services that we require are provided to us under contracts with our Advisor and Property Manager. We depend on our Advisor and our Property Manager to manage our operations and acquire and manage our portfolio of real estate assets. Our Advisor makes all decisions with respect to the management of our company, subject to the supervision of, and any guidelines established by, the Board.
Our success depends to a significant degree upon the contributions of our executive officers and other key personnel of our Advisor and our Property Manager. Competition for such skilled personnel is intense, and we cannot assure you that our Advisor will be successful in attracting and retaining such skilled personnel capable of meeting the needs of our business. We cannot guarantee that all, or any particular one of these key personnel, will continue to provide services to us or our Advisor, and the loss of any of these key personnel could cause our operating results to suffer. Further, we have not and do not intend to separately maintain key person life insurance on any of our Advisor’s key personnel. Our Advisor and our Property Manager depend upon the fees and other compensation that they receive from us in connection with the management of our business and sale of our properties to conduct their operations.
On March 8, 2017, the creditor trust established in connection with the bankruptcy of RCS Capital Corp. (“RCAP”), which prior to its bankruptcy filing was under common control with the Advisor, filed suit against AR Global, the Advisor, advisors of other entities sponsored by AR Global, and AR Global’s principals (including Mr. Weil). The suit alleges, among other things, certain breaches of duties to RCAP. We are not named in the suit, nor are there allegations related to the services the Advisor provides to us. On May 26, 2017, the defendants moved to dismiss. On November 30, 2017, the court issued an opinion partially granting the defendant’s motion. The Advisor has informed us that it believes the suit is without merit and intends to defend against it vigorously.
Any adverse changes in the financial condition of, or our relationship with, our Advisor or Property Manager, including any change resulting from an adverse outcome in any litigation, could hinder their ability to successfully manage our operations and our portfolio of investments. Additionally, changes in ownership or management practices, the occurrence of adverse events affecting our Advisor or its affiliates or other companies advised by our Advisor and its affiliates could create adverse publicity and adversely affect us and our relationship with lenders, tenants or counterparties.
Our common stock is not traded on a national securities exchange, and we only repurchase shares under our SRP in the event of death or disability of a stockholder. Our stockholders may have to hold their shares for an indefinite period of time, and stockholders who sell their shares to us under our SRP may receive less than the price they paid for the shares.
There is not active trading market for our shares. Our SRP includes numerous restrictions that limit a stockholder’s ability to sell shares to us, including that we only repurchase shares in the event of death or disability of a stockholder. Moreover, the total value of repurchases pursuant to our SRP is limited to the amount of proceeds received from issuances of common stock pursuant to the DRIP and repurchases in any fiscal semester are further limited to 2.5% of the average number of shares outstanding during the previous fiscal year, subject to the authority of the Board to identify another source of funds for repurchases under the SRP. The Board may also reject any request for repurchase of shares at its discretion or amend, suspend or terminate our SRP upon notice. Therefore, requests for repurchase under the SRP may not be accepted. Repurchases under the SRP will be based on Estimated Per Share NAV and may be at a substantial discount to the price the stockholder paid for the shares.
If we, through our Advisor, are unable to find further suitable investments, then we may not be able to achieve our investment objectives or pay distributions, which would adversely affect the value of an investment in our shares.
Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our Advisor in acquiring our investments, selecting tenants for our properties and securing independent financing arrangements. Our Advisor may not be successful in obtaining further suitable investments on financially attractive terms or that, if it makes investments on our behalf, our objectives will be achieved.
We may change our targeted investments without stockholder consent.
We have acquired and expect to continue to acquire a diversified portfolio of healthcare-related assets including MOBs, seniors housing communities and other healthcare-related facilities. We may make adjustments to our target portfolio based on real estate market conditions and investment opportunities, and we may change our targeted investments and investment guidelines at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier than, initially anticipated. A change in our targeted investments or investment guidelines may increase our exposure to interest rate risk, default risk and real estate market fluctuations.
We have not generated, and in the future may not generate, operating cash flows sufficient to fund all of the distributions we pay to our stockholders, and, as such, we may be forced to fund distributions from other sources, including borrowings, which may not be available on favorable terms, or at all.
15
We have historically not generated sufficient cash flow from operations to fund distributions. In March 2017, we decreased the rate at which we pay distributions from an annual rate of $1.70 per share to $1.45 per share, and in February 2018 we decreased this rate further to $0.85 per share. If we do not generate sufficient cash flows from our operations to fund distributions, we may have to further reduce or suspend distributions. We have funded a portion of our distributions from, among other things, DRIP proceeds, borrowings and proceeds from the sale of real estate investments. A decrease in the level of stockholder participation in our DRIP could have an adverse impact on our ability to continue to use DRIP proceeds. Borrowings required to fund distributions may not be available at favorable rates, or at all, and could restrict the amount we can borrow for investments and other purposes. Likewise, the proceeds from any property sale may not be available to fund distributions. Distributions paid from sources other than our cash flows from operations also reduce the funds available for other needs such as property acquisitions, capital expenditures and other real estate-related investments.
We may not have sufficient cash from operations to make a distribution required to maintain our REIT status, which may materially adversely affect an investment in our common stock. Moreover, the Board may change our distribution policy, in its sole discretion, at any time.
Further, paying distributions from sources other than operating cash flow is not sustainable particularly where limited by the terms of instruments governing borrowings. For example, our Revolving Credit Facility imposes limitations on our ability to pay distributions to stockholders and repurchase shares of common stock. Distributions to stockholders are limited, with certain exceptions, to a percentage of Modified FFO (as defined in the Revolving Credit Facility, (which is different from MFFO as discussed in this Annual Report on Form 10-K) during the applicable period as follows: (i) for the six months ending March 31, 2018, 130% of Modified FFO; (ii) for the nine months ending June 30, 2018, 120% of Modified FFO; (iii) for the twelve months ending September 30, 2018, 115% of Modified FFO; and (iv) for the twelve months ending December 31, 2018 and for each period of four fiscal quarters ending after that period, 110% of Modified FFO. This covenant was amended twice during 2017 to permit us to pay a certain level of distributions, but there is no assurance that our lenders will agree to future amendments if needed, or if Modified FFO is not sufficient.
If we internalize our management functions, we would be required to pay a transition fee and would not have the right to retain our management or personnel. We may be unable to obtain key personnel, and our ability to achieve our investment objectives could be delayed or hindered.
We may engage in an internalization transaction and become self-managed in the future. If we internalize our management functions after February 2019, under the terms of our advisory agreement we would be required to pay a transition fee to our Advisor. We also would not have any right to retain our executive officers or other personnel of our Advisor who currently manage our day-to-day operations. An inability to manage an internalization transaction effectively could thus result in our incurring excess costs and suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to incur additional costs, and our management's attention could be diverted from most effectively managing our investments, which could result in litigation and resulting associated costs in connection with the internalization transaction.
We may be unable to terminate our advisory agreement.
On February 17, 2017, we entered into a Second Amended and Restated Advisory Agreement with our Advisor. The agreement has a ten-year term and may only be terminated under limited circumstances. This will make it difficult for us to renegotiate the terms of our advisory agreement or replace our Advisor even if the terms of our agreement are no longer consistent with the terms generally available to externally managed REITs for similar services.
Our rights and the rights of our stockholders to recover claims against our officers, directors and Advisor are limited, which could reduce stockholders' and our recovery against them if they cause us to incur losses.
Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in the corporation's best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, subject to certain limitations set forth therein or under Maryland law, our charter provides that no director or officer will be liable to us or our stockholders for monetary damages and requires us to indemnify our directors, officers and Advisor and our Advisor's affiliates and permits us to indemnify our employees and agents.
Although our charter does not allow us to indemnify or hold harmless an indemnitee to a greater extent than permitted under Maryland law, we and our stockholders may have more limited rights against our directors, officers, employees and agents, and our Advisor and its affiliates, than might otherwise exist under common law, which could reduce our stockholders and our recovery against them. In addition, we may be obligated to fund the defense costs incurred by our directors, officers, employees and agents or our Advisor and its affiliates in some cases which would decrease the cash otherwise available for distribution to stockholders.
16
Our business could suffer if our Advisor or any other party that provides us with services essential to our operations experiences system failures or cyber-incidents or a deficiency in cybersecurity.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for the internal information technology networks and related systems of our Advisor and other parties that provide us with services essential to our operations (including our tenant-operators and other third-party operators of our healthcare facilities), these systems are vulnerable to damage from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by these disruptions.
A cyber-incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of information resources. More specifically, a cyber-incident is an intentional attack or an unintentional event that can result in third parties gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. As reliance on technology has increased, so have the risks posed to the systems of our Advisor and other parties that provide us with services essential to our operations. In addition, the risk of a cyber-incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted attacks and intrusions evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected.
The remediation costs and lost revenues experienced by a victim of a cyber-incident may be significant and significant resources may be required to repair system damage, protect against the threat of future security breaches or to alleviate problems, including reputational harm, loss of revenues and litigation, caused by any breaches. In addition, a security breach or other significant disruption involving the information technology networks and related systems of our Advisor or any other party that provides us with services essential to our operations could:
• | result in misstated financial reports, violations of loan covenants, missed reporting deadlines and/or missed permitting deadlines; |
• | affect our ability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; |
• | result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; |
• | result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; |
• | require significant management attention and resources to remedy any damages that result; |
• | subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or |
• | adversely impact our reputation among our tenants and investors generally. |
Although our Advisor and other parties that provide us with services essential to our operations intend to continue to implement industry-standard security measures, there can be no assurance that those measures will be sufficient, and any material adverse effect experienced by our Advisor and other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us.
The purchase price per share for shares issued under the DRIP and the repurchase price of our shares under our share repurchase program is based on our Estimated Per-Share NAV, which is based upon subjective judgments, assumptions and opinions about future events, and may not reflect the amount that our stockholders might receive for their shares in a market transaction.
We intend to publish an updated Estimated Per-Share NAV as of December 31, 2017 shortly following the filing of this Annual Report on Form 10-K. Our Advisor has engaged an independent valuer to perform appraisals of our real estate assets in accordance with valuation guidelines established by the Board. As with any methodology used to estimate value, the valuation methodologies that will be used by any independent valuer to value our properties involve subjective judgments concerning factors such as comparable sales, rental and operating expense data, capitalization or discount rate, and projections of future rent and expenses.
17
Under our valuation guidelines, our independent valuer estimates the market value of our principal real estate and real estate-related assets, and our Advisor determines the net value of our real estate and real estate-related assets and liabilities taking into consideration such estimate provided by the independent valuer. Our Advisor reviews the valuation provided by the independent valuer for consistency with its determinations of value and our valuation guidelines and the reasonableness of the independent valuer's conclusions. The Board reviews the appraisals and valuations and makes a final determination of the Estimated Per-Share NAV. Although the valuations of our real estate assets by the independent valuer are reviewed by our Advisor and approved by the Board, neither our Advisor nor the Board will independently verify the appraised value of our properties and valuations do not necessarily represent the price at which we would be able to sell an asset. As a result, the appraised value of a particular property may be greater or less than its potential realizable value, which would cause our Estimated Per-Share NAV to be greater or less than the potential realizable value of shares of our common stock.
Because they are based on Estimated Per-Share NAV, the price at which our shares may be sold under the DRIP and the price at which our shares may be repurchased by us pursuant to the SRP may not reflect the price that our stockholders would receive for their shares in a market transaction, the proceeds that would be received upon our liquidation or the price that a third party would pay to acquire us.
Because Estimated Per-Share NAV is only determined annually, it may differ significantly from our actual per-share net asset value at any given time.
Valuations of Estimated Per-Share NAV are made at least once annually. In connection with any valuation, the Board estimate of the value of our real estate and real estate-related assets will be partly based on appraisals of our properties, which we expect will only be appraised in connection with the annual valuation.
Because valuations only occur annually, Estimated Per-Share NAV cannot take into account any material events that occur after the Estimated Per-Share NAV has been calculated for that year. Material events could include the appraised value of our properties substantially changing actual property operating results differing from what we originally budgeted or distributions to shareholders exceeding cash flow generated by us. Any such material event could cause a change in the Estimated Per-Share NAV that would not be reflected until the next valuation. Also, to the extent we pay distributions in excess of our cash flows provided by operations, this could result in a decrease to our Estimated Per-Share NAV. As a result, the Estimated Per-Share NAV is not guaranteed to accurately reflect the value of the shares at any given time, and our Estimated Per-Share NAV may differ significantly from our actual per-share net asset value at any given time.
Our pending sale of eight skilled nursing facility assets may not be completed on its current terms or at all, which may have a material adverse effect on our business, financial condition and results of operation.
In January 2017, we entered into a purchase and sale agreement to sell the Missouri SNF Properties to affiliates of the tenant-operators of the facilities for $42 million. Pursuant to their rights under the initial purchase and sale agreement, the contract purchasers had seven options to adjourn the closing date for the sale through December 31, 2018, with each adjournment conditioned on the purchasers’ deposit of additional earnest money.
On November 13, 2017, we received copies of notices, each dated November 1, 2017, from the Missouri Department of Health and Senior Services, Division of Regulation and Licensure, Section for Long-Term Care Regulation ("DHSS"), addressed to two of the eight tenants of the Missouri SNF Properties, stating that such tenants’ licenses to operate the facilities will be null and void on December 1, 2017. The notices provided the tenants the right to file an administrative appeal of the license revocations within fifteen days after the date of the mailing of the notices.
On November 15, 2017, the tenants filed with the Administrative Hearing Commission of the State of Missouri (the “Commission”) a complaint appealing the decision by the DHSS to revoke the tenants’ operating licenses and a motion to stay the revocation. On November 22, 2017, the subject tenants and the DHSS entered into an Agreement for Entry of Stay Order With Conditions and the Commission granted the motion for stay subject to the conditions set forth in the aforementioned Agreement, pending an evidentiary hearing or formal settlement.
On November 13, 2017, we received copies of notices, each dated November 1, 2017, from the DHSS addressed to the six of the eight tenants of the Missouri SNF Properties, stating that the applications for regular license for the applicable Missouri SNF Properties were denied and, further, that such tenants would no longer be authorized to operate the applicable Missouri SNF Properties upon expiration of the then current operating permits on November 30, 2017. The applicable tenants subsequently filed a petition for injunctive relief in the Circuit Court of Cole County, Missouri (the “Circuit Court”). On November 27, 2017, the subject tenants and the DHSS entered into an Agreement for Issuance of Regular Licenses With Conditions. On November 28, 2017, the Circuit Court granted the subject tenants’ petition, enjoined the DHSS from denying the tenants’ applications for regular licenses and required the DHSS to issue regular licenses with expiration dates no earlier than May 28, 2018, pending a hearing on the merits before the Commission or formal settlement, and subject to the aforementioned Agreement.
18
In December 2017, we entered into a second amendment to the Missouri SNF PSA (the "Second Amendment to the Missouri SNF PSA"), in which we agreed to reduce the contract purchase price from $42.0 million to $40.0 million and finance $7.5 million of the reduced contract purchase price. Pursuant to the Second Amendment to the Missouri SNF PSA, the closing date was amended to occur on or before the sixtieth day following the date on which all of the tenants have received a permanent license to operate the Missouri SNF Properties, but in no event later than September 30, 2018. The tenants have not yet received permanent licenses to operate. The tenants’ failure to obtain permanent licenses could adversely affect the purchaser’s ability to obtain financing to consummate the purchase of the Properties. If the purchasers fail to close by the September 30, 2018 outside closing date, our sole remedy under the purchase and sale agreement will be to terminate the purchase and sale agreement and receive the earnest money in the amount of $1.4 million. Further, if the tenants fail to obtain permanent licenses, they may not be able to fulfill their rental obligations under their leases with us.
Risks Related to Conflicts of Interest
Our Advisor faces conflicts of interest relating to the purchase and leasing of properties and these conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.
We rely on our Advisor and its executive officers and other key real estate professionals at our Advisor and our Property Manager to identify suitable investment opportunities for us. Several of the other key real estate professionals of our Advisor are also the key real estate professionals at AR Global and its other public programs. Many investment opportunities that are suitable for us may also be suitable for other programs sponsored directly or indirectly by the parent of our sponsor.
In addition, we may acquire properties in geographic areas where other AR Global-sponsored own properties. Also, we may acquire properties from, or sell properties to, other AR Global-sponsored programs. If one of the other AR Global-sponsored programs attracts a tenant that we are competing for, we could suffer a loss of revenue due to delays in locating another suitable tenant.
Our Advisor faces conflicts of interest relating to joint ventures, which could result in a disproportionate benefit to the other venture partners at our expense.
We may enter into joint ventures with other AR Global-sponsored programs for the acquisition, development or improvement of properties. Our Advisor may have conflicts of interest in determining which AR Global-sponsored program should enter into any particular joint venture agreement. The co-venturer may have economic or business interests or goals that are or may become inconsistent with our business interests or goals. In addition, our Advisor may face a conflict in structuring the terms of the relationship between our interests and the interest of the affiliated co-venturer and in managing the joint venture. Due to the role of our Advisor and its affiliates, agreements and transactions between the co-venturers with respect to any joint venture will not have the benefit of arm's-length negotiation of the type normally conducted between unrelated co-venturers, which may result in the co-venturer receiving benefits greater than the benefits that we receive. In addition, we may assume liabilities related to the joint venture that exceeds the percentage of our investment in the joint venture.
Our Advisor and AR Global and their officers and employees and certain of our executive officers and other key personnel face competing demands relating to their time, and this may cause our operating results to suffer.
Our Advisor and Sponsor and their officers and employees and certain of our executive officers and other key personnel and their respective affiliates are key personnel, general partners, sponsors, managers, owners and advisors of other real estate investment programs, including AR Global-sponsored REITs, some of which have investment objectives and legal and financial obligations similar to ours and may have other business interests as well. Some REITs will have concurrent or overlapping operational, disposition and liquidation phases as us, which may cause conflicts of interest to arise with respect to, among other things, locating and acquiring properties, entering into leases and disposing of properties. Because these persons have competing demands on their time and resources, they may have conflicts of interest in allocating their time between our business and these other activities. If this occurs, the returns on our investments may suffer.
19
All of our executive officers, some of our directors and the key real estate and other professionals assembled by our Advisor and our Property Manager face conflicts of interest related to their positions or interests in affiliates of AR Global, which could hinder our ability to implement our business strategy.
All of our executive officers, some of our directors and the key real estate and other professionals assembled by our Advisor and Property Manager are also executive officers, directors, managers, key professionals or holders of a direct or indirect interests in our Advisor and our Property Manager or AR Global-affiliated entities. Through AR Global’s affiliates, some of these persons work on behalf of programs sponsored directly or indirectly by the parent of our Sponsor. As a result, they have loyalties to each of these entities, which loyalties could conflict with the fiduciary duties they owe to us and could result in action or inaction detrimental to our business. Conflicts with our business and interests are most likely to arise from (a) allocation of investments and management time and services between us and the other entities, (b) our purchase of properties from, or sale of properties to, entities sponsored by affiliates of our Advisor, (c) investments with entities sponsored by affiliates of our Advisor, (d) compensation to our Advisor and (e) our relationship with our Advisor and our Property Manager. If we do not successfully implement our business strategy, we may be unable to generate the cash needed to make distributions to our stockholders and to maintain or increase the value of our assets.
The conflicts of interest inherent in the incentive fee structure of our arrangements with our Advisor and its affiliates could result in actions that are not necessarily in the long-term best interests of our stockholders, including required payments if we terminate the advisory agreement, even for poor performance by our Advisor.
Under our advisory agreement and the limited partnership agreement of our operating partnership, Healthcare Trust Operating Partnership, LP (the "OP"), (the "Partnership Agreement"), the Special Limited Partner and its affiliates are entitled to fees, distributions and other amounts that are structured in a manner intended to provide incentives to our Advisor to perform in our best interests. However, because our Advisor does not maintain a significant equity interest in us and is entitled to receive substantial minimum compensation regardless of performance, its interests may not be wholly aligned with those of our stockholders. In that regard, our Advisor could be motivated to recommend riskier or more speculative investments in order for us to generate the specified levels of performance or sales proceeds that would entitle it or the Special Limited Partner to fees. In addition, the advisory agreement provides for payment of incentive compensation based on exceeding certain Core Earnings (as defined in the advisory agreement) thresholds in any period. Losses in one period do not affect these incentive compensation thresholds in subsequent periods. As a result, our Advisor could be motivated to recommend riskier or more speculative investments in order to increase Core Earnings and thus its fees. In addition, the Special Limited Partner and its affiliates’ entitlement to fees and distributions upon the sale of our assets and to participate in sale proceeds could result in our Advisor recommending sales of our investments at the earliest possible time at which sales of investments would produce the level of return that would entitle our Advisor and its affiliates, including the Special Limited Partner, to compensation relating to those sales, even if continued ownership of those investments might be in our best long-term interest. In addition, our advisory agreement, property management agreement and other agreements with our Advisor and its affiliates include covenants and conditions that are subject to interpretation and could result in disagreements.
Moreover, the Partnership Agreement requires our OP to pay a performance-based termination distribution to the Special Limited Partner or its assignees if we terminate the advisory agreement, even for poor performance by our Advisor. This distribution is also payable in connection with the listing of our shares for trading on a national securities exchange or and in respect of the Special Limited Partners participation in net sales proceeds. However, the Special Limited Partner is not entitled to receive any part of this distribution that has already been paid under other circumstances. To avoid paying this distribution, our independent directors may decide against terminating the advisory agreement prior to our listing of our shares or disposition of our investments even if, but for the termination distribution, termination of the advisory agreement would be in our best interest. Similarly, because this distribution would still be due even if we terminate the advisory agreement for poor performance, our Advisor may be incentivized to focus its resources and attention on other matters or otherwise fail to use its best efforts on our behalf.
In addition, the requirement to pay the distribution to the Special Limited Partner or its assignees at termination could cause us to make different investment or disposition decisions than we would otherwise make, in order to satisfy our obligation to pay the distribution to the Special Limited Partner or its assignees. Moreover, our Advisor will have the right to terminate the advisory agreement upon a change of control of us and thereby trigger the payment of the termination distribution, which could have the effect of delaying, deferring or preventing the change of control. In addition, our Advisor will be entitled to an annual subordinated performance fee such that for any year in which investors receive payment of a 6.0% annual cumulative, pre-tax, non-compounded return on the capital contributed by investors, our Advisor is entitled to 15.0% of the amount in excess of such 6.0% per annum return, provided that the amount paid to our Advisor does not exceed 10.0% of the aggregate return for such year, and that the amount, while accruing annually in each year the 6.0% return is attained, will not actually be paid to our Advisor unless investors receive a return of capital contributions, which could encourage our Advisor to recommend riskier or more speculative investments.
20
Risks Related to our Corporate Structure
The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted (prospectively or retroactively) by the Board, no person may own more than 9.8% in value of the aggregate of our outstanding shares of capital stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our capital stock. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock.
Our charter permits the Board to authorize the issuance of stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Our charter permits the Board to authorize the issuance of up to 350.0 million shares of stock. In addition, the Board, without any action by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. The Board may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any such stock. Thus, the Board could authorize the issuance of preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock.
Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired and may limit the ability of stockholders to exit the investment.
Under Maryland law, "business combinations" between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:
• | any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation's outstanding voting stock; or |
• | an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of, directly or indirectly, 10% or more of the voting power of the then outstanding stock of the corporation. |
A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he or she otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board of directors.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:
• | 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and |
• | two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. |
These super-majority vote requirements do not apply if the corporation's common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. The business combination statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, the Board has exempted any business combination involving our Advisor or any affiliate of our Advisor. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations between us and our Advisor or any affiliate of our Advisor. As a result, our Advisor and any affiliate of our Advisor may be able to enter into business combinations with us that may not be in the best interests of our stockholders, without compliance with the super-majority vote requirements and the other provisions of the statute. The business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.
21
We have a staggered board, which may discourage a takeover that could otherwise result in a premium price to our stockholders.
In accordance with our charter, the Board is divided into three staggered classes of directors. At each annual meeting, directors of one class elected to serve for a term of three years, until the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify. The staggered terms of our directors may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock.
Maryland law limits the ability of a third party to buy a large stake in us and exercise voting power in electing directors, which may discourage a takeover that could otherwise result in a premium price to our stockholders.
The Maryland Control Share Acquisition Act provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by the affirmative vote of at least stockholders entitled to cast two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by the acquirer, by officers or by employees who are directors of the corporation, are excluded from shares entitled to vote on the matter. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer can exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition of issued and outstanding control shares.
The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.
Our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions of our stock by any person. There can be no assurance that this provision will not be amended or eliminated at any time in the future.
We are an “emerging growth company” under the federal securities laws and are currently subject to reduced public company reporting requirements.
We are an “emerging growth company” under the federal securities laws and are eligible to take advantage of certain exemptions from, or reduced disclosure obligations relating to, various reporting requirements that are normally applicable to public companies.
We will remain an “emerging growth company” until December 31, 2018, the last day of the fiscal year in which the fifth anniversary of the commencement of our initial public offering will occur, or, if earlier, the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Emerging growth companies are not required to (1) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act, (2) comply with any new requirements adopted by the Public Company Accounting Oversight Board, (“PCAOB”) that require mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor must provide additional information about the audit and the issuer’s financial statements, (3) comply with new audit rules adopted by the PCAOB after April 5, 2012 (unless the SEC determines otherwise), (4) provide certain disclosures relating to executive compensation generally required for larger public companies or (5) hold stockholder advisory votes on executive compensation. We have generally taken advantage of these exemptions to the extent they are applicable to us.
Additionally, an “emerging growth company” may take advantage of an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. This means an “emerging growth company” can delay adopting certain accounting standards until such standards are otherwise applicable to private companies. However, we have elected to “opt out” of such extended transition period, and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards is required for non-emerging growth companies. Our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.
22
If our stockholders do not agree with the decisions of the Board, our stockholders only have limited control over changes in our policies and operations and may not be able to change our policies and operations.
The Board determines our major policies, including our policies regarding investments, financing, growth, debt capitalization, REIT qualification and distributions. The Board may amend or revise these and other policies without a vote of the stockholders except to the extent that the policies are set forth in our charter. Under Maryland General Corporation Law and our charter, our stockholders have a right to vote only on the following:
• | the election or removal of directors; |
• | amendment of our charter, except that the Board may amend our charter without stockholder approval to (a) increase or decrease the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have the authority to issue, (b) effect certain reverse stock splits, and (c) change our name or the name or other designation or the par value of any class or series of our stock and the aggregate par value of our stock; |
• | our liquidation or dissolution; |
• | certain reorganizations of our company, as provided in our charter; and |
• | certain mergers, consolidations or sales or other dispositions of all or substantially all our assets, as provided in our charter. |
All other matters are subject to the discretion of the Board.
The Board may change our investment policies without stockholder approval, which could alter the nature of a stockholder's investment.
The Board may change our investment policies over time. The methods of implementing our investment policies also may vary, as new real estate development trends emerge and new investment techniques are developed. Our investment policies, the methods for their implementation, and our other objectives, policies and procedures may be altered by the Board without the approval of our stockholders. As a result, the nature of a stockholder's investment could change without his or her consent.
Stockholders will suffer dilution if we issue additional shares, which could adversely affect the value of our shares.
Our existing stockholders do not have preemptive rights to any shares issued by us in the future. Our charter currently authorizes us to issue 350.0 million shares of stock, of which 300.0 million shares are classified as common stock and 50.0 million shares are classified as preferred stock. The Board may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of any class or series of stock, or may classify or reclassify any unissued shares into other classes or series of stock without the necessity of obtaining stockholder approval. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. Stockholders will suffer dilution (both economic and percentage interest) of their equity investment in us, (a) from the sale of additional shares in the future, including those issued pursuant to the DRIP; (b) if we sell securities that are convertible into shares of our common stock; (c) if we issue shares to our Advisor as payment of fees under our advisory agreement and other agreements; or (d) if we issue shares of our common stock to sellers of properties acquired by us in connection with an exchange of limited partnership interests of our OP. In addition, the Partnership Agreement contains provisions that would allow, under certain circumstances, other entities, including other AR Global-sponsored programs, to merge into or cause the exchange or conversion of their interest for interests of our OP. Because the limited partnership interests may, in the discretion of the Board, be exchanged for shares of our common stock, any merger, exchange or conversion between our OP and another entity ultimately could result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders.
Payment of fees to our Advisor and its affiliates reduces cash available for investment and distributions to stockholders.
Our Advisor and its affiliates perform various services for us and are paid fees for these services which are substantial. Payment of these fees reduces the amount of cash available for investment in properties or distribution to stockholders.
We depend on our OP and its subsidiaries for cash flow and we are structurally subordinated in right of payment to the obligations of our OP and its subsidiaries, which could adversely affect, among other things, our ability to make distributions to stockholders.
Our only significant assets are and will be the general and limited partnership interests in our OP. We conduct, and intend to conduct, all of our business operations through our OP. Accordingly, our only source of cash to pay our obligations will be distributions from our OP and its subsidiaries of their net earnings and cash flows. There is no assurance that our op or its subsidiaries will be able to, or be permitted to, make distributions to us that will enable us to make distributions to our stockholders from cash flows from operations. Each of our op’s subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from such entities. In addition, stockholder's claims will be structurally subordinated to all existing and future liabilities and obligations of our OP and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our OP and its subsidiaries will be able to satisfy stockholders' claims only after all liabilities and obligations of us and our OP and its subsidiaries have been paid in full.
23
General Risks Related to Investments in Real Estate
Our operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market in general, and we cannot assure our stockholders that we will be profitable or that we will realize growth in the value of our real estate properties.
Our operating results are subject to risks generally incident to the ownership of real estate, including:
• | changes in general economic or local conditions; |
• | changes in supply of or demand for competing properties in an area; |
• | changes in interest rates and availability of permanent mortgage funds that may render the sale of a property difficult or unattractive; |
• | changes in tax, real estate, environmental and zoning laws; |
• | periods of high interest rates and tight money supply; and |
• | changes in tenants' ability to pay their rental obligations due to unfavorable market conditions affecting business operations. |
These and other risks may prevent us from being profitable or from realizing growth or maintaining the value of our real estate properties.
Our property portfolio has a high concentration of properties located in four states. Our properties may be adversely affected by economic cycles and risks inherent to those states.
The following four states represented 10% or more of our consolidated annualized rental income on a straight-line basis for the fiscal year ended December 31, 2017:
State | Percentage of Straight-Line Rental Income | |
Florida | 17.5% | |
Georgia | 10.7% | |
Michigan | 11.6% | |
Pennsylvania | 10.8% | |
Any adverse situation that disproportionately affects the states listed above may have a magnified adverse effect on our portfolio. Real estate markets are subject to economic downturns, as they have been in the past, and we cannot predict how economic conditions will impact this market in both the short and long term. Declines in the economy or a decline in the real estate market in these states could hurt our financial performance and the value of our properties. Factors that may negatively affect economic conditions in these states include:
• | business layoffs or downsizing; |
• | industry slowdowns; |
• | relocations of businesses; |
• | climate change; |
• | changing demographics; |
• | increased telecommuting and use of alternative work places; |
• | infrastructure quality; |
• | any oversupply of, or reduced demand for, real estate; |
• | concessions or reduced rental rates under new leases for properties where tenants defaulted; |
• | increased insurance premiums; |
• | state budgets and payment to providers under Medicaid or other state healthcare programs; and |
• | changes in reimbursement for healthcare services from commercial insurers. |
24
If a tenant declares bankruptcy, we may be unable to collect balances due under the relevant lease, which could adversely affect our financial condition and ability to make distributions to our stockholders.
Any of our tenants, or any guarantor of a tenant's lease obligations, could be subject to a bankruptcy proceeding pursuant to Title 11 of the bankruptcy laws of the United States. Such a bankruptcy filing would bar all efforts by us to collect pre-bankruptcy debts from these entities or their properties, unless we receive an enabling order from the bankruptcy court. Post-bankruptcy debts would be paid currently. If a lease is assumed, all pre-bankruptcy balances owing under it must be paid in full. If a lease is rejected by a tenant in bankruptcy, we would have a general unsecured claim for damages. If a lease is rejected, it is unlikely we would receive any payments from the tenant because our claim is capped at the rent reserved under the lease, without acceleration, for the greater of one year or 15% of the remaining term of the lease, but not greater than three years, plus rent already due but unpaid. This claim could be paid only if funds were available, and then only in the same percentage as that realized on other unsecured claims.
A tenant or lease guarantor bankruptcy could delay efforts to collect past due balances under the relevant leases, and could ultimately preclude full collection of these sums. Such an event could cause a decrease or cessation of rental payments, which could adversely affect our financial condition and ability to pay distributions to our stockholders. In the event of a bankruptcy, we cannot assure our stockholders that the tenant or its trustee will assume our lease. If a given lease, or guaranty of a lease, is not assumed, our cash flow and the amounts available for distributions to our stockholders may be adversely affected.
If a sale-leaseback transaction is re-characterized in a tenant's bankruptcy proceeding, our financial condition and ability to make distributions to our stockholders could be adversely affected.
We may enter into sale-leaseback transactions, whereby we would purchase a property and then lease the same property back to the person from whom we purchased it. In the event of the bankruptcy of a tenant, a transaction structured as a sale-leaseback may be re-characterized as either a financing or a joint venture, either of which outcomes could adversely affect our business. If the sale-leaseback were re-characterized as a financing, we might not be considered the owner of the property, and as a result would have the status of a creditor in relation to the tenant. In that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have a claim against the tenant for the amounts owed under the lease, with the claim arguably secured by the property. The tenant/debtor might have the ability to propose a plan restructuring the term, interest rate and amortization schedule of its outstanding balance. If confirmed by the bankruptcy court, we could be bound by the new terms, and prevented from foreclosing our lien on the property. If the sale-leaseback were re-characterized as a joint venture, our lessee and we could be treated as co-venturers with regard to the property. As a result, we could be held liable, under some circumstances, for debts incurred by the lessee relating to the property. Either of these outcomes could adversely affect our cash flow and the amount available for distributions to our stockholders.
Recharacterization of sale-leaseback transactions may cause us to lose our REIT status.
If we enter into sale-leaseback transactions, we will use commercially reasonable efforts to structure any such sale-leaseback transaction such that the lease will be characterized as a "true lease" for tax purposes, thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, the IRS may challenge such characterization. In the event that any such sale-leaseback transaction is challenged and recharacterized as a financing transaction or loan for U.S. federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback transaction were so recharacterized, we might fail to satisfy the REIT qualification "asset tests" or "income tests" and, consequently, lose our REIT status effective with the year of recharacterization. Alternatively, the amount of our REIT taxable income could be recalculated, which might also cause us to fail to meet the distribution requirement for a taxable year.
Properties that have vacancies for a significant period of time could be difficult to sell.
A property may incur vacancies either by the continued default of tenants under their leases or the expiration of tenant leases. If vacancies continue for a long period of time, we may suffer reduced revenues resulting in less cash to be distributed to stockholders. In addition, properties' market values depend principally upon the value of the cash flow generated by the properties. Prolonged vacancies reduce this cash flow which would likely, therefore, reduce the value of the affected property.
We may obtain only limited warranties when we purchase a property and would have only limited recourse if our due diligence did not identify any issues that lower the value of the applicable property.
The seller of a property often sells such property in its "as is" condition on a "where is" basis and "with all faults," without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose some or all our invested capital in the property as well as the loss of rental income from that property if a situation or loss occurs after the fact for which we have limited or no remedy.
25
We may be unable to secure funds for future tenant improvements or capital needs.
To attract new replacement tenants, or in some cases secure renewal of a lease, we may expend substantial funds for tenant improvements and refurbishments. In addition, we are typically responsible for any major structural repairs, such as repairs to the foundation, exterior walls and rooftops, even if our leases with tenants may require tenants to pay routine property maintenance costs. If we need additional capital in the future to improve or maintain our properties or for any other reason, we will have to obtain financing from other sources, such as cash flow from operations, borrowings, property sales or future equity offerings. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional funding for capital improvements, we may not be able to lease or re-lease space on attractive terms, if at all.
We may not be able to sell our properties at a price equal to, or greater than, the price for which we purchased such property, which may lead to a decrease in the value of our assets.
Some of our leases may not contain rental increases over time. Therefore, the value of the property to a potential purchaser may not increase over time, which may restrict our ability to sell a property, or if we are able to sell such property, may lead to a sale price less than the price that we paid to purchase the property or the value estimated from time to time as part of the NAV process.
We have acquired or financed, and may continue to acquire or finance, properties with lock-out provisions which may prohibit us from selling a property, or may require us to maintain specified debt levels for a period of years on some properties.
Lock-out provisions, such as the provisions contained in certain mortgage loans we have entered into, could materially restrict us from selling or otherwise disposing of or refinancing properties, including by requiring the payment of a yield maintenance premium in connection with the required prepayment of principal upon a sale or disposition. Lock-out provisions may also prohibit us from reducing the outstanding indebtedness with respect to any properties, refinancing such indebtedness on a non-recourse basis at maturity, or increasing the amount of indebtedness with respect to such properties. Lock-out provisions could also impair our ability to take other actions during the lock-out period that may otherwise be in the best interests of our stockholders. In particular, lock-out provisions could preclude us from participating in major transactions that could result in a disposition of our assets or a change in control. Payment of yield maintenance premiums in connection with dispositions or refinancings could adversely affect our results of operations and cash available for distributions.
Rising expenses could reduce cash flow.
Any properties that we own or acquire are or will be subject to operating risks common to real estate in general, any or all of which may negatively affect us. If any property is not fully occupied or if rents are being paid in an amount that is insufficient to cover operating expenses, we could be required to expend funds with respect to that property for operating expenses. We may also experience increases in tax rates, utility costs, operating expenses, insurance costs, repairs and maintenance and administrative expenses. Leases may not be negotiated on a triple-net basis or on a basis requiring the tenants to pay all or some of such expenses, in which event we may have to pay those costs. If we are unable to lease properties on a triple-net-lease basis or on a basis requiring the tenants to pay all or some of such expenses, or if tenants fail to pay required tax, utility and other impositions, we could be required to pay those costs.
Damage from catastrophic weather and other natural events and climate change could result in losses to us.
Certain of our properties are located in areas that may experience catastrophic weather and other natural events from time to time, including hurricanes or other severe weather, flooding fires, snow or ice storms, windstorms or, earthquakes. These adverse weather and natural events could cause substantial damages or losses to our properties which could exceed our insurance coverage. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. We could also continue to be obligated to repay any mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect our business and our financial condition and results of operations.
To the extent that significant changes in the climate occur, we may experience extreme weather and changes in precipitation and temperature and rising sea levels, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected.
In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties or to protect them from the consequence of climate change.
We may suffer uninsured losses relating to real property or have to pay expensive premiums for insurance coverage.
Our general liability coverage, property insurance coverage and umbrella liability coverage on all our properties may not be adequate to insure against liability claims and provide for the costs of defense. Similarly, we may not have adequate coverage against the risk of direct physical damage or to reimburse us on a replacement cost basis for costs incurred to repair or rebuild each property. Moreover, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism,
26
earthquakes, floods, hurricanes, pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with such catastrophic events could sharply increase the premiums we pay for coverage against property and casualty claims.
This risk is particularly relevant with respect to potential acts of terrorism. The Terrorism Risk Insurance Act of 2002 (the “TRIA”), under which the U.S. federal government bears a significant portion of insured losses caused by terrorism, will expire on December 31, 2020, and there can be no assurance that Congress will act to renew or replace the TRIA following its expiration. In the event that the TRIA is not renewed or replaced, terrorism insurance may become difficult or impossible to obtain at reasonable costs or at all, which may result in adverse impacts and additional costs to us.
Changes in the cost or availability of insurance due to the non-renewal of the TRIA or for other reasons could expose us to uninsured casualty losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such uninsured loss. In addition, other than any working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions to stockholders.
Additionally, mortgage lenders insist in some cases that commercial property owners purchase coverage against terrorism as a condition for providing mortgage loans. Accordingly, to the extent terrorism risk insurance policies are not available at reasonable costs, if at all, our ability to finance or refinance our properties could be impaired. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate, or any, coverage for such losses.
Terrorist attacks and other acts of violence, civilian unrest or war may affect the markets in which we operate and our business.
We may acquire real estate assets located in areas throughout the United States, Canada and Mexico in major metropolitan areas as well as densely populated sub-markets that are susceptible to terrorist attack. In addition, any kind of terrorist activity or violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses) could have a negative effect on our business. More generally, any terrorist attack, other act of violence or war, including armed conflicts, could result in increased volatility in, or damage to, the worldwide financial markets and economy.
Real estate-related taxes may increase and if these increases are not passed on to tenants, our income will be reduced.
From time to time our property taxes increase as property values or assessment rates change or for other reasons. An increase in the assessed valuation of a property for real estate tax purposes will result in an increase in the related real estate taxes on that property. There is no assurance that leases will be negotiated on a basis that passes such taxes on to the tenant.
Properties may be subject to restrictions on their use that affect our ability to operate a property, which may adversely affect our operating costs.
Some of our properties may be contiguous to other parcels of real property, comprising part of the same commercial center. In connection with such properties, there are significant covenants, conditions and restrictions ("CC&Rs") restricting the operation of such properties and any improvements on such properties, and related to granting easements on such properties. Moreover, the operation and management of the contiguous properties may impact such properties. Compliance with CC&Rs may adversely affect our operating costs and reduce the amount of funds that we have available to pay distributions.
Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks.
We have acquired and developed, and may in the future acquire and develop, properties upon which we will construct improvements. In connection with our development activities, we are subject to uncertainties associated with re-zoning for development, environmental concerns of governmental entities and/or community groups and our builder or partner's ability to build in conformity with plans, specifications, budgeted costs, and timetables. In connection with our acquisition of a property in Jupiter, Florida, we have been financing the development of a senior housing and skilled nursing facility and have invested approximately $72.0 million in connection with the development of this property (which is in addition to the amounts invested to purchase the property) as of December 31, 2017 in accordance with our obligations under our arrangements with Palm Health Partners, LLC ("Palm") the developer of the facility pursuant to a Development Agreement between one of our subsidiaries and Palm. Completion of this development has been delayed at least 12 months beyond our scheduled completion date. To the extent we fund additional monies for the completion of the development, Palm is responsible for reimbursing us for any amounts so funded. Entities related to Palm are, however, in default to us under leases and there can be no assurance that Palm will so reimburse us for these amounts (See Risk Factor Our properties and tenants may be unable to compete successfully. below). Palm is responsible for completing the development and obtaining a final certificate of occupancy for the facility (the "CO"). Until the CO is obtained we will not receive income from the property. There is no assurance as to when and if Palm will comply with its obligations or timely obtain the CO. If a builder or development partner fails to perform, we may resort to legal action to rescind the purchase or the construction contract or to compel performance, but there can be no assurance any legal action would be successful.
27
Performance also may be affected or delayed by conditions beyond the entity’s control. We may incur additional risks when we make periodic progress payments or other advances to builders before they complete construction. These and other factors can result in increased costs of a project or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. We also must rely on rental income and expense projections and estimates of the fair market value of property upon completion of construction when agreeing upon a price at the time we acquire the property. If our projections are inaccurate, we may pay too much for a property, and our return on our investment could suffer.
We may invest in unimproved real property. For purposes of this paragraph, "unimproved real property" does not include properties acquired for the purpose of producing rental or other operating income, properties under development or construction, and properties under contract for development or in planning for development within one year. Returns from development of unimproved properties are also subject to risks associated with re-zoning the land for development and environmental concerns of governmental entities and/or community groups. If we invest in unimproved property other than property we intend to develop, a stockholder's investment in our shares will be subject to the risks associated with investments in unimproved real property.
We compete with third parties in acquiring properties and other investments and attracting credit worthy tenants.
We compete with many other entities engaged in real estate investment activities, including individuals, corporations, bank and insurance company investment accounts, other REITs, real estate limited partnerships, and other entities engaged in real estate investment activities, many of which have greater resources than we do. Larger REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase. Any such increase would result in increased demand for these assets and therefore increased prices paid for them.
We also compete with other comparable properties for tenants, which impacts our ability to rent space and the amount of rent charged. We could be adversely affected if additional competitive properties are built in locations near our properties, causing increased competition for creditworthy tenants. This could result in decreased cash flow from our properties and may require us to make capital improvements to properties that we would not have otherwise made, further impacting property cash flows.
Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results.
We are subject to various federal, state and local laws and regulations that (a) regulate certain activities and operations that may have environmental or health and safety effects, such as the management, generation, release or disposal of regulated materials, substances or wastes, (b) impose liability for the costs of cleaning up, and damages to natural resources from, past spills, waste disposals on and off-site, or other releases of hazardous materials or regulated substances, and (c) regulate workplace safety. Compliance with these laws and regulations could increase our operational costs. Violation of these laws may subject us to significant fines, penalties or disposal costs, which could negatively impact our results of operations, financial position and cash flows. Under various federal, state and local environmental laws (including those of foreign jurisdictions), a current or previous owner or operator of currently or formerly owned, leased or operated real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. The costs of removal or remediation could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Certain environmental laws and common law principles could be used to impose liability for release of and exposure to hazardous substances, including asbestos-containing materials into the air, and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with exposure to released hazardous substances. In addition, when excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing, as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property or development project.
Accordingly, we may incur significant costs to defend against claims of liability, to comply with environmental regulatory requirements, to remediate any contaminated property, or to pay personal injury claims.
Moreover, environmental laws also may impose liens on property or other restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us or our Property Manager and its assignees from operating such properties. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures. Future laws, ordinances or regulations or the discovery of currently unknown conditions or non-compliances may impose material liability under environmental laws.
28
If we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect our cash flows.
If we decide to sell any of our properties, in some instances we may sell our properties by providing financing to purchasers. If we do so, we will bear the risk that the purchaser may default on its debt, requiring us to seek remedies, a process which may be time-consuming and costly. Further, the borrower may have defenses that could limit or eliminate our remedies. In addition, even in the absence of a purchaser default, the distribution of the proceeds of sales to our stockholders, or their reinvestment in other assets, will be delayed until the promissory notes or other property we may accept upon the sale are actually paid, sold, refinanced or otherwise disposed of. In some cases, we may receive initial down payments in cash and other property in the year of sale in an amount less than the selling price and subsequent payments will be spread over a number of years.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of co-venturers and disputes between us and our co-venturers.
We have investments in certain assets through joint ventures and may continue to enter into joint ventures, partnerships and other co-ownership arrangements (including preferred equity investments) for the purpose of making investments. In such event, we may not be in a position to exercise sole decision-making authority regarding the joint venture. Investments in joint ventures may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their required capital contributions. Co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the co-venturer would have full control over the joint venture. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with co-venturers might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our co-venturers.
Our costs associated with complying with the Americans with Disabilities Act may affect cash available for distributions.
Our properties are and will be subject to the Americans with Disabilities Act of 1990 (the "Disabilities Act"). Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for "public accommodations" and "commercial facilities" that generally require that buildings and services, including restaurants and retail stores, be made accessible and available to people with disabilities. The Disabilities Act's requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties, or, in some cases, an award of damages. There is no assurance that we will be able to acquire properties or allocate the burden on the seller or other third party, such as a tenant, to ensure compliance with the Disabilities Act. If we cannot, our funds used for Disabilities Act compliance may affect cash available for distributions and the amount of distributions paid to our stockholders.
Net leases may not result in fair market lease rates over time.
Some of our rental income is generated by net leases, which generally provide the tenant greater discretion in using the leased property than ordinary property leases, such as the right to freely sublease the property, to make alterations in the leased premises and to terminate the lease prior to its expiration under specified circumstances. Furthermore, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental increases in future years will fail to result in fair market rental rates during those years.
We may be unable to renew leases or re-lease space as leases expire.
We may be unable to renew expiring leases on terms and conditions that are as, or more, favorable as the terms and conditions of the expiring leases. In addition, vacancies may occur at one or more of our properties due to a default by a tenant on its lease or expiration of a lease. Healthcare facilities in general and MOBs in particular tend to be specifically suited for the particular needs of their tenants and major renovations and expenditures may be required in order for us to re-lease vacant space. Vacancies may reduce the value of a property as a result of reduced cash flow generated by the property.
Our properties may be subject to impairment charges.
We periodically evaluate our real estate investments for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, tenant performance and legal structure. For example, the early termination of, or default under, a lease by a major tenant may lead to an impairment charge. If we determine that an impairment has occurred, we would be required to make a downward adjustment to the net carrying value of the property. Impairment charges also indicate a potential permanent adverse change in the fundamental operating characteristics of the impaired property. There is no assurance that these adverse changes will be reversed in the future and the decline in the impaired property's value could be permanent.
29
Our real estate investments are relatively illiquid, and therefore we may not be able to dispose of properties when appropriate or on favorable terms.
Investments in real properties are relatively illiquid. We may not be able to quickly alter our portfolio or generate capital by selling properties. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. If we need or desire to sell a property or properties, we cannot predict whether we will be able to do so at a price or on the terms and conditions acceptable to us. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. Further, we may be required to invest monies to correct defects or to make improvements before a property can be sold. We can make no assurance that we will have funds available to correct these defects or to make these improvements. Moreover, in acquiring a property, we may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These provisions would restrict our ability to sell a property.
In addition, applicable provisions of the Code impose restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies. Thus, we may be unable to realize our investment objectives by selling or otherwise disposing of or refinancing a property at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy.
Potential changes in U.S. accounting standards regarding operating leases may make the leasing of our properties less attractive to our potential tenants, which could reduce overall demand for our leasing services.
Under current authoritative accounting guidance for leases, a lease is classified by a tenant as a capital lease if the significant risks and rewards of ownership are considered to reside with the tenant. Under capital lease accounting for a tenant, both the leased asset and liability are reflected on their balance sheet. If the lease does not meet any of the criteria for a capital lease, the lease is considered an operating lease by the tenant, and the obligation does not appear on the tenant’s balance sheet; rather, the contractual future minimum payment obligations are only disclosed in the footnotes thereto. Thus, entering into an operating lease can appear to enhance a tenant’s balance sheet in comparison to direct ownership. The Financial Accounting Standards Board (the "FASB") and the International Accounting Standards Board (the "IASB") conducted a joint project to reevaluate lease accounting. In June 2013, the FASB and the IASB jointly finalized exposure drafts of a proposed accounting model that would significantly change lease accounting. In March 2014, the FASB and the IASB deliberated aspects of the joint project, including the lessee and lessor accounting models, lease term, and exemptions and simplifications. The final standards were released in February 2016 and will become effective for us in 2019. We are currently evaluating the impact of this new guidance. Changes to the accounting guidance could affect both our accounting for leases as well as that of our current and potential tenants. These changes may affect how the real estate leasing business is conducted. For example, if the accounting standards regarding the financial statement classification of operating leases are revised, then companies may be less willing to enter into leases in general or desire to enter into leases with shorter terms because the apparent benefits to their balance sheets could be reduced or eliminated. This in turn could cause a delay in investing our offering proceeds and make it more difficult for us to enter into leases on terms we find favorable.
Healthcare Industry Risks
Our real estate investments are concentrated in MOBs, seniors housing communities and other healthcare-related facilities, making us more vulnerable economically than if our investments were less focused on healthcare-related assets.
We own and seek to acquire a diversified portfolio of healthcare-related assets including MOBs, seniors housing communities and other healthcare-related facilities. We are subject to risks inherent in concentrating investments in real estate and, in particular, healthcare-related assets. A downturn in the commercial real estate industry generally could significantly adversely affect the value of our properties. A downturn in the healthcare industry could particularly negatively affect our lessees' ability to make lease payments to us and our ability to make distributions to our stockholders. These adverse effects could be more pronounced than if we diversified our investments outside of real estate or if our portfolio did not include a concentration in healthcare-related assets.
Certain of our properties may not have efficient alternative uses, so the loss of a tenant may cause us to not be able to find a replacement or cause us to spend considerable capital to adapt the property to an alternative use.
Some of our properties and the properties we will seek to acquire are healthcare-related assets that may only be suitable for similar healthcare-related tenants. If we or our tenants terminate the leases for these properties or our tenants lose their regulatory authority to operate such properties, we may not be able to locate suitable replacement tenants to lease the properties for their specialized uses. Alternatively, we may be required to spend substantial amounts to adapt the properties to other uses.
30
Our properties and tenants may be unable to compete successfully.
The properties we have acquired and will acquire may face competition from nearby hospitals and other medical facilities that provide comparable services. Some of those competing facilities are owned by governmental agencies and supported by tax revenues, and others are owned by nonprofit corporations and may be supported to a large extent by endowments and charitable contributions. These types of support are not available to our properties. Similarly, our tenants face competition from other medical practices in nearby hospitals and other medical facilities. Our tenants' failure to compete successfully with these other practices could adversely affect their ability to make rental payments, which could adversely affect our rental revenues. For example, Chatsworth at Wellington Green, LLC (“Wellington Tenant”), a tenant at one of our properties located at 10330 NuVista Ave., Wellington, FL 33414 (the “Wellington Property”), and Hillsborough Extended Care, LLC (“Lutz Tenant”), a tenant at one of our properties located at 19091 North Dale Mabry Highway, Lutz, FL 33548 (the “Lutz Property”), each related parties to Palm, has failed to pay rental obligations in amounts aggregating in excess of $4.3 million as of December 31, 2017. With respect to the Wellington Property, we are taking steps necessary and prudent to resolve this dispute without litigation but there can be no assurance these steps will be successful, that litigation will not be necessary or that NuVista will otherwise become current on its obligations. With respect to the Lutz Property, we have terminated Lutz Tenant and as of January 1, 2018 operations of the Lutz Property have been transferred to a new operator. This is not our only dispute with Palm or parties related thereto. See “-Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks.”
Further, from time to time and for reasons beyond our control, referral sources, including physicians and managed care organizations, may change their lists of hospitals or physicians to which they refer patients. This could adversely affect our tenants' ability to make rental payments, which could adversely affect our rental revenues.
Reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid, or delays in receiving these reimbursements, could adversely affect the profitability of our tenants and hinder their ability to make rent payments to us.
Sources of revenue for our tenants may include the federal Medicare program, state Medicaid programs, private insurance carriers and health maintenance organizations, among others. Efforts by such payors to reduce healthcare costs have intensified in recent years and will likely continue, which may result in reductions or slower growth in reimbursement for certain services provided by some of our tenants. Operators in certain states have experienced delays; some of which are, have been, and may be late in receiving reimbursements, which have adversely affected their ability to make rent payments to us. In addition, the failure of any of our tenants to comply with various laws and regulations could jeopardize their ability to continue participating in Medicare, Medicaid and other government-sponsored payment programs.
The healthcare industry continues to face various challenges, including increased government and private payor pressure on healthcare providers to control or reduce costs. Coverage expansions under the Affordable Care Act through the Medicaid expansion and health insurance exchanges may be scaled back or eliminated in the future because the Affordable Care Act has faced ongoing legal challenges and the future status of the Affordable Care Act is unknown. In December 2017, a tax reform bill passed by the House of Representatives and the Senate was signed into law by President Trump, which repeals the penalty on individuals for failing to maintain health insurance as required under the Affordable Care Act effective in 2019. Therefore, starting in 2019, individuals may cancel their health insurance because there will be no penalty for failing to maintain such insurance. Additionally, in February 2018, twenty states filed a lawsuit in the Northern District of Texas alleging that the Affordable Care Act is now unconstitutional because the penalty on individuals was repealed. If the Affordable Care Act is declared unconstitutional, states may not have to comply with its requirements, which could impact health insurance coverage for individuals. President Trump has also stated his intention to make changes to the Medicaid program. We cannot ensure that our tenants who currently depend on governmental or private payer reimbursement will be adequately reimbursed for the services they provide. The uncertain status of the Affordable Care Act and federal health care programs and the impact it may have on our tenants affects our ability to plan.
Our tenants may continue to experience a shift in payor mix away from fee-for-service payors, resulting in an increase in the percentage of revenues attributable to managed care payors, and general industry trends that include pressures to control healthcare costs. In addition, some of our tenants may be subject to value-based purchasing programs, which base reimbursement on the quality and efficiency of care provided by facilities and require the public reporting of quality data and preventable adverse events to receive full reimbursement. Pressures to control healthcare costs and a shift away from traditional health insurance reimbursement to managed care plans have resulted in an increase in the number of patients whose healthcare coverage is provided under managed care plans, such as health maintenance organizations and preferred provider organizations. MACRA has also established a new payment framework, which will modify certain Medicare payments to eligible clinicians, representing a fundamental change to physician reimbursement. These changes could have a material adverse effect on the financial condition of some or all of our tenants in our properties. The financial impact on our tenants could restrict their ability to make rent payments to us.
31
A reduction in Medicare payment rates for skilled nursing facilities may have an adverse effect on the Medicare reimbursements received by certain of our tenants.
Several government initiatives have resulted in reductions in funding of the Medicare and Medicaid programs and additional changes in reimbursement regulations by the Centers for Medicare & Medicaid Services ("CMS"), contributing to enhanced pressure to contain healthcare costs and additional operational requirements, which has impacted our tenants' ability to make rent payments to us. Operators in certain states have experienced delays in receiving reimbursements, which has adversely affect their ability to make rent payments to us.
On April 16, 2015, President Obama signed MACRA into law, which among other things, permanently repealed the Sustainable Growth Rate formula ("SGR"), which threatened physician reimbursement under Medicare, and provided for an annual rate increase of 0.5% for physicians through 2019. The law also provides for a 1% update on the market basket increase for skilled nursing facilities for fiscal year 2018. MACRA established a new payment framework, called the Quality Payment Program, which modified certain Medicare payments to “eligible clinicians,” including physicians, dentists, and other practitioners. MACRA represents a fundamental change in physician reimbursement. A final rule updating certain Quality Payment Program regulations was published on November 16, 2017 and became effective on January 1, 2018. The implications of MACRA are uncertain and will depend on future regulatory activity and physician activity in the marketplace. MACRA may encourage physicians to move from smaller practices to larger physician groups or hospital employment, leading to further industry consolidation.
In addition, on July 30, 2017, CMS announced a final rule that projects increased aggregate Medicare payments to skilled nursing facilities by approximately $370 million, or 1.0%, for fiscal year 2018. If these rate increases and payments under Medicare to our tenants do not continue or increase, our tenants may have difficulty making rent payments to us.
In addition, there have been numerous initiatives on the federal and state levels for comprehensive reforms affecting the payment for and availability of healthcare services. We may own and acquire skilled nursing facility assets that rely on revenue from Medicaid or Medicare. Our tenants have and may experience limited increases or reductions in Medicare payments and aspects of certain of these government initiatives, such as further reductions in funding of the Medicare and Medicaid programs, additional changes in reimbursement regulations by CMS, enhanced pressure to contain healthcare costs by Medicare, Medicaid and other payors, and additional operational requirements may adversely affect their ability to make rental payments.
Certain of our facilities may be subject to pre- and post-payment reviews and audits by governmental authorities, which could result in recoupments, denials or delay of payments and could adversely affect the profitability of our tenants.
Certain of our facilities may be subject to periodic pre- and post-payment reviews and audits by governmental authorities. If the review or audit shows a facility is not in compliance with federal and state requirements, previous payments to the facility may be recouped and future payments may be denied or delayed. Recoupments, denials or delay of payments could adversely affect the profitability of our tenants and hinder their ability to make rent payments to us.
Events that adversely affect the ability of seniors and their families to afford daily resident fees at our seniors housing communities could cause our occupancy rates and resident fee revenues to decline.
Assisted and independent living services generally are not reimbursable under government reimbursement programs, such as Medicare and Medicaid. Substantially all of the resident fee revenues generated by our senior living operations, therefore, are derived from private pay sources consisting of the income or assets of residents or their family members. The rates for such residents are set by the facilities based on local market conditions and operating costs. In light of the significant expense associated with building new properties and staffing and other costs of providing services, typically only seniors with income or assets that meet or exceed the comparable region median can afford the daily resident and care fees at our seniors housing communities, and a weak economy, depressed housing market or changes in demographics could adversely affect their continued ability to do so. If the managers of our seniors housing communities are unable to attract and retain seniors that have sufficient income, assets or other resources to pay the fees associated with assisted and independent living services, the occupancy rates, resident fee revenues and results of operations of our senior living operations could decline.
32
The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us.
The healthcare industry is heavily regulated by federal, state and local governmental bodies. The tenants in medical facilities we acquire generally are subject to laws and regulations covering, among other things, licensure, certification for participation in government programs, relationships with physicians and other referral sources, and the privacy and security of patient health information. Changes in these laws and regulations could negatively affect the ability of our tenants to make lease payments to us and our ability to make distributions to our stockholders. Many of our medical facilities and their tenants may require a license or CON to operate. Failure to obtain a license or CON, or loss of a required license or CON, would prevent a facility from operating in the manner intended by the tenant. These events could materially adversely affect our tenants' ability to make rent payments to us. State and local laws also may regulate expansion, including the addition of new beds or services or acquisition of medical equipment, and the construction of medical facilities, by requiring a CON or other similar approval. State CON laws are not uniform throughout the United States and are subject to change. We cannot predict the impact of state CON laws on our improvement of medical facilities or the operations of our tenants. In addition, state CON laws often materially impact the ability of competitors to enter into the marketplace of our facilities. The repeal of CON laws could allow competitors to freely operate in previously closed markets. This could negatively affect our tenants' abilities to make current payments to us. In limited circumstances, loss of state licensure or certification or closure of a facility could ultimately result in loss of authority to operate the facility and require new CON authorization to re-institute operations.
Furthermore, uncertainty surrounding the implementation of the Affordable Care Act may adversely affect our operators. As the primary vehicle for comprehensive healthcare reform in the United States, the Affordable Care Act was designed to reduce the number of individuals in the United States without health insurance and change the ways in which healthcare is organized, delivered and reimbursed. The Affordable Care Act has faced ongoing legal challenges, including litigation seeking to invalidate some or all of the law or the manner in which it has been interpreted. In December 2017, a tax reform bill passed by the House of Representatives and the Senate was signed into law by President Trump, which repeals the penalty on individuals for failing to maintain health insurance as required under the Affordable Care Act effective in 2019. Therefore, starting in 2019, individuals may cancel their health insurance because there will be no penalty for failing to maintain such insurance. Additionally, in February 2018, twenty states filed a lawsuit in the Northern District of Texas alleging that the Affordable Care Act is now unconstitutional because the penalty on individuals was repealed. If the Affordable Care Act is declared unconstitutional, states may not have to comply with its requirements, which could impact health insurance coverage for individuals. We are unable to predict the scope of future federal, state and local regulations and legislation, including Medicare and Medicaid statutes and regulations, or the intensity of enforcement efforts with respect to such regulations and legislation, and any changes in the regulatory framework may have a material adverse effect on our tenants, which, in turn, could have a material adverse effect on us.
The Affordable Care Act includes program integrity provisions that both create new authorities and expand existing authorities for federal and state governments to address fraud, waste and abuse in federal health programs. In addition, the Affordable Care Act expands reporting requirements and responsibilities related to facility ownership and management, patient safety and care quality. In the ordinary course of their businesses, our operators may be regularly subjected to inquiries, investigations and audits by federal and state agencies that oversee these laws and regulations. If they do not comply with the additional reporting requirements and responsibilities, our operators' ability to participate in federal health programs may be adversely affected. Moreover, there may be other aspects of the comprehensive healthcare reform legislation for which regulations have not yet been adopted, which, depending on how they are implemented, could materially and adversely affect our operators, and therefore our business, financial condition, results of operations and ability to pay distributions to our stockholders.
The Affordable Care Act also requires the reporting and return of overpayments. On February 11, 2016, CMS published a final rule that requires Medicare Parts A and B health care providers and suppliers to report and return overpayments by the later of the date that is 60 days after the date an overpayment was identified, or the due date of any corresponding cost report, if applicable. Healthcare providers that fail to report and return an overpayment could face potential liability under the FCA and the Civil Monetary Penalties law and exclusion from federal healthcare programs. Accordingly, if our operators fail to comply with the Affordable Care Act’s requirements, they may be subject to significant monetary penalties and excluded from participation in Medicare and Medicaid, which could materially and adversely affect their ability to pay rent and satisfy other financial obligations to us.
Residents in our seniors housing communities may terminate leases.
State regulations generally require assisted living communities to have a written lease agreement with each resident that permits the resident to terminate his or her lease for any reason on reasonable notice, unlike typical apartment lease agreements that have initial terms of one year or longer. Due to these lease termination rights and the advanced age of the residents, the resident turnover rate in our seniors housing communities may be difficult to predict. A large number of resident lease agreements may terminate at or around the same time, and the affected units may remain unoccupied.
33
Some tenants of our healthcare-related assets are subject to fraud and abuse laws, the violation of which by a tenant may jeopardize the tenant's ability to make rent payments to us.
There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from or are in a position to make referrals in connection with government-sponsored healthcare programs, including the Medicare and Medicaid programs.
Our lease arrangements with certain tenants may also be subject to these fraud and abuse laws. These laws include the Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral of any item or service reimbursed by Medicare or Medicaid; the Federal Physician Self-Referral Prohibition, which, subject to specific exceptions, restricts physicians from making referrals for specifically designated health services for which payment may be made under Medicare or Medicaid programs to an entity with which the physician, or an immediate family member, has a financial relationship; the FCA, which prohibits any person from knowingly presenting false or fraudulent claims for payment to the federal government, including claims paid by the Medicare and Medicaid programs; and the Civil Monetary Penalties Law, which authorizes the U.S. Department of Health and Human Services to impose monetary penalties for certain fraudulent acts.
Each of these laws includes substantial criminal or civil penalties for violations that range from punitive sanctions, damage assessments, penalties, imprisonment, denial of Medicare and Medicaid payments and/or exclusion from the Medicare and Medicaid programs. Certain laws, such as the FCA, allow for individuals to bring whistleblower actions on behalf of the government for violations thereof. Additionally, violations of the FCA can result in treble damages. Significant enforcement activity has been the result of actions brought by these individuals. Additionally, states in which the facilities are located may have similar fraud and abuse laws. Investigation by a federal or state governmental body for violation of fraud and abuse laws, and these state laws have their own penalties which may be in additional to federal penalties.
Investigation by a federal or state governmental body for violation of fraud and abuse laws or imposition of any of these penalties upon one of our tenants could jeopardize that tenant's business and its ability to operate or to make rent payments.
Adverse trends in healthcare provider operations may negatively affect our ability to lease space at our facilities at attractive or growing rates and lease revenues.
The healthcare industry currently is experiencing changes in the demand for and methods of delivering healthcare services; changes in third party reimbursement policies; significant unused capacity in certain areas, which has created substantial competition for patients among healthcare providers in those areas; continuing pressure by private and governmental payors to reduce payments to providers of services; and increased scrutiny of billing, referral and other practices by federal and state authorities. These factors may adversely affect the economic performance of some or all of our tenants and, in turn, our company and revenues.
Tenants of our healthcare-related assets may be subject to significant legal actions that could subject them to increased operating costs and substantial uninsured liabilities, which may affect their ability to pay their rent payments to us.
As is typical in the healthcare industry, certain types of tenants of our healthcare-related assets may often become subject to claims that their services have resulted in patient injury or other adverse effects. Many of these tenants may have experienced an increasing trend in the frequency and severity of professional liability and general liability insurance claims and litigation asserted against them. The insurance coverage maintained by these tenants may not cover all claims made against them nor continue to be available at a reasonable cost, if at all. In some states, insurance coverage for the risk of punitive damages arising from professional liability and general liability claims or litigation may not, in certain cases, be available to these tenants due to state law prohibitions or limitations of availability. As a result, these types of tenants operating in these states may be liable for punitive damage awards that are either not covered or are in excess of their insurance policy limits. Recently, there has been an increase in governmental investigations of certain healthcare providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Insurance may not available to cover such losses. Any adverse determination in a legal proceeding or governmental investigation, whether currently asserted or arising in the future, could have a material adverse effect on a tenant's financial condition. If a tenant is unable to obtain or maintain insurance coverage, if judgments are obtained in excess of the insurance coverage, if a tenant is required to pay uninsured punitive damages, or if a tenant is subject to an uninsurable government enforcement action, the tenant could be exposed to substantial additional liabilities, which may affect the tenant's business, operations and ability to pay rent to us.
34
We may experience adverse effects as a result of potential financial and operational challenges faced by the operators of any seniors housing facilities and skilled nursing facilities we own or acquire.
Operators of any seniors housing facilities and skilled nursing facilities may face operational challenges from potentially reduced revenue streams and increased demands on their existing financial resources. Our skilled nursing operators' revenues likely are primarily derived from governmentally funded reimbursement programs, such as Medicare and Medicaid. Accordingly, our facility operators will be subject to the potential negative effects of decreased reimbursement rates or other changes in reimbursement policy or programs offered through such reimbursement programs. Our operators' revenue may also be adversely affected as a result of falling occupancy rates or slow lease-ups for assisted and independent living facilities due to the recent turmoil in the capital debt and real estate markets. In addition, our facility operators may incur additional demands on their existing financial resources as a result of increases in seniors housing facility operator liability, insurance premiums and other operational expenses. The economic deterioration of an operator could cause such operator to file for bankruptcy protection. The bankruptcy or insolvency of an operator may adversely affect the income produced by the property or properties it operates. Our financial position could be weakened and our ability to make distributions could be limited if any of our seniors housing facility operators were unable to meet their financial obligations to us.
Our operators' performance and economic condition may be negatively affected if they fail to comply with various complex federal and state laws that govern a wide array of referrals, relationships and licensure requirements in the senior healthcare industry. The violation of any of these laws or regulations by a seniors housing facility operator may result in the imposition of fines or other penalties that could jeopardize that operator's ability to make payment obligations to us or to continue operating its facility. In addition, legislative proposals are commonly being introduced or proposed in federal and state legislatures that could affect major changes in the seniors housing sector, either nationally or at the state level. It is impossible to say with any certainty whether this proposed legislation will be adopted or, if adopted, what effect such legislation would have on our facility operators and our seniors housing operations.
Risks Associated with Debt Financing and Investments
We have broad authority to incur debt.
As of December 31, 2017, we had total outstanding indebtedness of $950.2 million, including $239.7 million outstanding under our Revolving Credit Facility, $295.2 million outstanding under our Fannie Credit Facilities and $415.4 million in mortgage indebtedness. We may incur additional indebtedness. We expect that in most instances, we will continue to acquire real properties by using either existing financing or borrowing new funds. In addition, we may continue to incur mortgage debt and pledge all or some of our real properties as security for that debt to obtain funds to acquire additional real properties. We may also borrow if we need funds to satisfy the REIT tax qualification requirement that we generally distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding capital gain. We also may borrow if we otherwise deem it necessary or advisable to assure that we maintain our qualification as a REIT.
There is no limit on the amount we may borrow against any single improved property. High debt levels would cause us to incur higher interest charges, would result in higher debt service payments and could cause restrictive covenants to become applicable from time to time.
We may experience a shortfall between the cash flow from a property and the cash flow needed to service mortgage debt on that property, especially if we acquire the property when it is being developed or under construction. Using leverage increases the risk of loss because defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of our stockholders' investment. For U.S. federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds. In this event, we may be unable to pay the amount of distributions required in order to maintain our REIT status. We may give full or partial guarantees to lenders of mortgage debt to the entities that own our properties. If we provide a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties.
The debt markets may be volatile.
Volatility or disruption in debt markets could result in lenders increasing the cost for debt financing or limiting the availability of debt financing. If the overall cost of borrowings increase, either by increases in the index rates or by increases in lender spreads, we will need to factor such increases into the economics of future acquisitions. This may result in future acquisitions generating lower overall economic returns. If debt markets experience volatility or disruptions, our ability to borrow monies to finance the purchase of, or other activities related to, real estate assets will be negatively impacted.
35
If we are unable to borrow monies on terms and conditions that we find acceptable, we likely will have to reduce the number of properties we can purchase, and the return on the properties we do purchase may be lower. In addition, we may find it difficult, costly or impossible to refinance indebtedness which is maturing.
In addition, the state of the debt markets could have an impact on the overall amount of capital available to invest in real estate which may result in price or value decreases of real estate assets. This could negatively impact the value of our assets after the time we acquire them.
We may not be able to refinance our indebtedness.
Mortgage debt on properties increases the risk that we will be unable to refinance the properties when the loans come due or that we will be able to refinance on favorable terms. If interest rates are higher than the rates on the expiring debt, we may not be able to refinance the debt or our interest expense could increase.
Our Revolving Credit Facility and other financing arrangements have restrictive covenants relating to our operations and distributions.
Our Revolving Credit Facility and other financing arrangements contain provisions that affect or restrict our distribution and operating policies, require us to satisfy financial coverage ratios, and may restrict our ability to, among other things, incur additional indebtedness, make certain investments, replace the Advisor, discontinue insurance coverage, merge with another company, and create, incur or assume liens. These or other limitations may adversely affect our flexibility and our ability to achieve our investment and operating objectives.
Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to pay distributions to our stockholders.
We have incurred, and may continue to incur, variable-rate debt. Increases in interest rates would increase our interest costs, which could reduce our cash flows and our ability to pay distributions to our stockholders. If we refinance long-term debt at increased interest rates it may reduce the cash we have available to make distributions to our stockholders. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times that may not permit realization of the maximum return on such investments.
Any hedging strategies we utilize may not be successful in mitigating our risks.
We may enter into hedging transactions to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or own real estate assets. To the extent that we use derivative financial instruments in connection with these risks, we will be exposed to credit, basis and legal enforceability risks. Derivative financial instruments may include interest rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, options or repurchase agreements. In this context, credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. Basis risk occurs when the index upon which the contract is based is more or less variable than the index upon which the hedged asset or liability is based, thereby making the hedge less effective. Finally, legal enforceability risks encompass general contractual risks, including the risk that the counterparty will breach the terms of, or fail to perform its obligations under, the derivative contract.
U.S. Federal Income Tax Risks
Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax, and would adversely affect our operations and the market price of our common stock.
We elected and qualified to be taxed as a REIT commencing with our taxable year ended December 31, 2013 and intend to operate in a manner that would allow us to continue to qualify as a REIT. However, we may terminate our REIT qualification, if the Board determines that not qualifying as a REIT is in our best interests, or inadvertently. Our qualification as a REIT depends upon our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. The REIT qualification requirements are extremely complex and interpretation of the U.S. federal income tax laws governing qualification as a REIT is limited. Furthermore, any opinion of our counsel, including tax counsel, as to our eligibility to qualify or remain qualified as a REIT is not binding on the IRS and is not a guarantee that we will qualify, or continue to qualify, as a REIT. Accordingly, we cannot be certain that we will be successful in operating so we can qualify or remain qualified as a REIT. Our ability to satisfy the asset tests depends on our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income or quarterly asset requirements also requires us to successfully manage the composition of our income and assets on an ongoing basis. Accordingly, if certain of our operations were to be recharacterized by the IRS, such recharacterization would jeopardize our ability to satisfy all requirements for qualification as a REIT. Furthermore, future legislative, judicial or administrative changes to the U.S. federal income tax laws could be applied retroactively, which could result in our disqualification as a REIT.
36
If we fail to qualify as a REIT for any taxable year, and we do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax on our taxable income at the corporate rate. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT qualification. Losing our REIT qualification would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
Even if we qualify as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash available for distribution to our stockholders.
Even if we qualify and maintain our status as a REIT, we may be subject to U.S. federal, state and local income taxes. For example, net income from the sale of properties that are "dealer" properties sold by a REIT (a "prohibited transaction" under the Code) will be subject to a 100% tax. We may not make sufficient distributions to avoid excise taxes applicable to REITs. We also may decide to retain net capital gain we earn from the sale or other disposition of our property and pay U.S. federal income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also will be subject to corporate tax on any undistributed REIT taxable income. We also may be subject to state and local taxes on our income or property, including franchise, payroll and transfer taxes, either directly or at the level of our OP or at the level of the other companies through which we indirectly own our assets, such as taxable REIT subsidiaries, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to our stockholders.
To qualify as a REIT we must meet annual distribution requirements, which may force us to forgo otherwise attractive opportunities or borrow funds during unfavorable market conditions. This could delay or hinder our ability to meet our investment objectives and reduce an overall return.
In order to qualify as a REIT, we must distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. We will be subject to U.S. federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (a) 85% of our ordinary income, (b) 95% of our capital gain net income and (c) 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on investments in real estate assets and it is possible that we might be required to borrow funds, possibly at unfavorable rates, or sell assets to fund these distributions. It is possible that we might not always be able to make distributions sufficient to meet the annual distribution requirements and to avoid U.S. federal income and excise taxes on our earnings while we qualify as a REIT.
Certain of our business activities are potentially subject to the prohibited transaction tax, which could reduce the return on an investment in our shares.
For so long as we qualify as a REIT, our ability to dispose of property during the first few years following acquisition may be restricted to a substantial extent as a result of our REIT qualification. Under applicable provisions of the Code regarding prohibited transactions by REITs, while we qualify as a REIT, we will be subject to a 100% penalty tax on the net income recognized on the sale or other disposition of any property (other than foreclosure property) that we own, directly or indirectly through any subsidiary entity, including our OP, but generally excluding taxable REIT subsidiaries, that is deemed to be inventory or property held primarily for sale to customers in the ordinary course of a trade or business. Whether property is inventory or otherwise held primarily for sale to customers in the ordinary course of a trade or business depends on the particular facts and circumstances surrounding each property. We intend to avoid the 100% prohibited transaction tax by (a) conducting activities that may otherwise be considered prohibited transactions through a taxable REIT subsidiary (but such taxable REIT subsidiary would incur corporate rate income taxes with respect to any income or gain recognized by it), (b) conducting our operations in such a manner so that no sale or other disposition of an asset we own, directly or indirectly through any subsidiary, will be treated as a prohibited transaction or (c) structuring certain dispositions of our properties to comply with the requirements of the prohibited transaction safe harbor available under the Code for properties that, among other requirements, have been held for at least two years. Despite our present intention, no assurance can be given that any particular property we own, directly or through any subsidiary entity, including our OP, but generally excluding taxable REIT subsidiaries, will not be treated as inventory or property held primarily for sale to customers in the ordinary course of a trade or business.
37
Our taxable REIT subsidiaries are subject to corporate-level taxes and our dealings with our taxable REIT subsidiaries may be subject to 100% excise tax.
A REIT may own up to 100% of the stock of one or more taxable REIT subsidiaries. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a taxable REIT subsidiary. A corporation of which a taxable REIT subsidiary directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a taxable REIT subsidiary. Overall, no more than 20% (25% for taxable years beginning prior to January 1, 2018) of the gross value of a REIT's assets may consist of stock or securities of one or more taxable REIT subsidiaries. A taxable REIT subsidiary may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT, including gross income from operations pursuant to management contracts. We may lease some of our "qualified health care properties" to one or more taxable REIT subsidiaries which in turn contract with independent third-party management companies to operate such "qualified health care properties" on behalf of such taxable REIT subsidiaries. We may use taxable REIT subsidiaries generally for other activities as well, such as to hold properties for sale in the ordinary course of a trade or business or to hold assets or conduct activities that we cannot conduct directly as a REIT. A taxable REIT subsidiary will be subject to applicable U.S. federal, state, local and foreign income tax on its taxable income. In addition, the rules, which are applicable to us as a REIT, also impose a 100% excise tax on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm's-length basis.
If our leases to our taxable REIT subsidiaries are not respected as true leases for U.S. federal income tax purposes, we likely would fail to qualify as a REIT.
To qualify as a REIT, we must satisfy two gross income tests, under which specified percentages of our gross income must be derived from certain sources, such as “rents from real property.” Rents paid to our OP by our taxable REIT subsidiaries pursuant to the lease of our “qualified healthcare properties” will constitute a substantial portion of our gross income. In order for such rent to qualify as “rents from real property” for purposes of the REIT gross income tests, the leases must be respected as true leases for U.S. federal income tax purposes and not be treated as service contracts, joint ventures or some other type of arrangement. If our leases are not respected as true leases for U.S. federal income tax purposes, we may fail to qualify as a REIT.
If our OP failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT.
We intend to maintain the status of our OP as a partnership or a disregarded entity for U.S. federal income tax purposes. However, if the IRS were to successfully challenge the status of our OP as a partnership or disregarded entity for such purposes, it would be taxable as a corporation. In such event, this would reduce the amount of distributions that the OP could make to us. This also would result in our failing to qualify as a REIT, and becoming subject to a corporate level tax on our income. This substantially would reduce our cash available to pay distributions and the yield on our stockholders' investment. In addition, if any of the partnerships or limited liability companies through which our OP owns its properties, in whole or in part, loses its characterization as a partnership and is otherwise not disregarded for U.S. federal income tax purposes, it would be subject to taxation as a corporation, thereby reducing distributions to the OP. Such a recharacterization of an underlying property owner could also threaten our ability to maintain our REIT qualification.
If our "qualified health care properties" are not properly leased to a taxable REIT subsidiary or the managers of such "qualified health care properties" do not qualify as "eligible independent contractors," we could fail to qualify as a REIT.
In general, we cannot operate any "qualified health care properties" and can only indirectly participate in the operation of "qualified health care properties" on an after-tax basis through leases of such properties to health care facility operators or our taxable REIT subsidiaries. A "qualified health care property" includes any real property, and any personal property incident to such real property, which is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients and which is operated by a provider of such services which is eligible for participation in the Medicare program with respect to such facility. Rent paid by a lessee that is a "related party tenant" of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs. A taxable REIT subsidiary that leases "qualified health care properties" from us will not be treated as a "related party tenant" with respect to our "qualified health care properties" that are managed by an independent management company, so long as the independent management company qualifies as an "eligible independent contractor."
38
Each of the management companies that enters into a management contract with our taxable REIT subsidiaries must qualify as an "eligible independent contractor" under the REIT rules in order for the rent paid to us by our taxable REIT subsidiaries to be qualifying income for purposes of the REIT gross income tests. An "eligible independent contractor" is an independent contractor that, at the time such contractor enters into a management or other agreement with a taxable REIT subsidiary to operate a "qualified health care property," is actively engaged in the trade or business of operating "qualified health care properties" for any person not related, as defined in the Code, to us or the taxable REIT subsidiary. Among other requirements, in order to qualify as an independent contractor a manager must not own, directly or applying attribution provisions of the Code, more than 35% of our outstanding shares of stock (by value), and no person or group of persons can own more than 35% of our outstanding shares and 35% of the ownership interests of the manager (taking into account only owners of more than 5% of our shares and, with respect to ownership interest in such managers that are publicly traded, only holders of more than 5% of such ownership interests). The ownership attribution rules that apply for purposes of the 35% thresholds are complex. There can be no assurance that the levels of ownership of our stock by our managers and their owners will not be exceeded.
Our investments in certain debt instruments may cause us to recognize income for U.S. federal income tax purposes even though no cash payments have been received on the debt instruments, and certain modifications of such debt by us could cause the modified debt to not qualify as a good REIT asset, thereby jeopardizing our REIT qualification.
Our taxable income may substantially exceed our net income as determined based on GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash may occur. For example, we may acquire assets, including debt securities requiring us to accrue original issue discount or recognize market discount income, that generate taxable income in excess of economic income or in advance of the corresponding cash flow from the assets. In addition, if a borrower with respect to a particular debt instrument encounters financial difficulty rendering it unable to pay stated interest as due, we may nonetheless be required to continue to recognize the unpaid interest as taxable income with the effect that we will recognize income but will not have a corresponding amount of cash available for distribution to our stockholders.
As a result of the foregoing, we may generate less cash flow than taxable income in a particular year and find it difficult or impossible to meet the REIT distribution requirements in certain circumstances. In such circumstances, we may be required to (a) sell assets in adverse market conditions, (b) borrow on unfavorable terms, (c) distribute amounts that would otherwise be used for future acquisitions or used to repay debt, or (d) make a taxable distribution of our shares of common stock as part of a distribution in which stockholders may elect to receive shares of common stock or (subject to a limit measured as a percentage of the total distribution) cash, in order to comply with the REIT distribution requirements.
Moreover, we may acquire distressed debt investments that require subsequent modification by agreement with the borrower. If the amendments to the outstanding debt are “significant modifications” under the applicable Treasury Regulations, the modified debt may be considered to have been reissued to us in a debt-for-debt taxable exchange with the borrower. This deemed reissuance may prevent the modified debt from qualifying as a good REIT asset if the underlying security has declined in value and would cause us to recognize income to the extent the principal amount of the modified debt exceeds our adjusted tax basis in the unmodified debt.
The failure of a mezzanine loan to qualify as a real estate asset would adversely affect our ability to qualify as a REIT.
In general, in order for a loan to be treated as a qualifying real estate asset producing qualifying income for purposes of the REIT asset and income tests, the loan must be secured by real property or an interest in real property. We may acquire mezzanine loans that are not directly secured by real property or an interest in real property but instead secured by equity interests in a partnership or limited liability company that directly or indirectly owns real property or an interest in real property. In Revenue Procedure 2003-65, the IRS provided a safe harbor pursuant to which a mezzanine loan that is not secured by real estate would, if it meets each of the requirements contained in the Revenue Procedure, be treated by the IRS as a qualifying real estate asset. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law and in many cases it may not be possible for us to meet all the requirements of the safe harbor. We cannot provide assurance that any mezzanine loan in which we invest would be treated as a qualifying asset producing qualifying income for REIT qualification purposes. If any such loan fails either the REIT income or asset tests, we may be disqualified as a REIT.
We may choose to make distributions in our own stock, in which case stockholders may be required to pay U.S. federal income taxes in excess of the cash dividends stockholders receive.
In connection with our qualification as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make distributions that are payable in cash or shares of our common stock (which could account for up to 80% of the aggregate amount of such distributions) at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay U.S. federal income taxes with respect to such distributions in excess of the cash portion of the distribution received.
39
Accordingly, U.S. stockholders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, there is no established trading market for our shares, thus stockholders may not be able to sell shares of our common stock in order to pay taxes owed on dividend income.
The taxation of distributions to our stockholders can be complex; however, distributions that we make to our stockholders generally will be taxable as ordinary income, which may reduce our stockholders anticipated return from an investment in us.
Distributions that we make to our taxable stockholders out of current and accumulated earnings and profits (and not designated as capital gain dividends or qualified dividend income) generally will be taxable as ordinary income. For tax years beginning after December 31, 2017, noncorporate stockholders are entitled to a 20% deduction with respect to these ordinary REIT dividends which would, if allowed in full, result in a maximum effective federal income tax rate on them of 29.6% (or 33.4% including the 3.8% surtax on net investment income). However, a portion of our distributions may (1) be designated by us as capital gain dividends generally taxable as long-term capital gain to the extent that the extent the distributions are attributable to net capital gain recognized by us, (2) be designated by us as qualified dividend income, taxable at capital gains rates, generally to the extent they are attributable to dividends we receive from our taxable REIT subsidiaries, or (3) constitute a return of capital generally to the extent that they exceed our accumulated earnings and profits as determined for U.S. federal income tax purposes. A return of capital is not taxable, but has the effect of reducing the tax basis of a stockholder's investment in our common stock. Distributions that exceed our current and accumulated earnings and profits and a stockholder’s tax basis in our common stock generally will be taxable as capital gain.
Our stockholders may have tax liability on distributions that they elect to reinvest in common stock, but they would not receive the cash from such distributions to pay such tax liability.
Stockholders who participate in the DRIP, will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. In addition, our stockholders are treated for tax purposes as having received an additional distribution to the extent the shares are purchased at a discount to fair market value. As a result, unless a stockholder is a tax-exempt entity, it may have to use funds from other sources to pay its tax liability on the value of the shares of common stock received.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to qualified dividend income payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for this reduced rate. Although this does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock. Tax rates could be changed in future legislation.
Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code may limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets, or in certain cases to hedge previously acquired hedges entered into to manage risks associated with property that has been disposed of or liabilities that have been extinguished, if properly identified under applicable Treasury Regulations, does not constitute "gross income" for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary. This could increase the cost of our hedging activities because our taxable REIT subsidiaries would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in a taxable REIT subsidiary generally will not provide any tax benefit, except for being carried forward against future taxable income of such taxable REIT subsidiary.
40
Complying with REIT requirements may force us to forgo and/or liquidate otherwise attractive investment opportunities.
To qualify as a REIT, we must ensure that we meet the REIT gross income tests annually and that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-related securities. The remainder of our investment in securities (other than securities of one or more taxable REIT subsidiaries, government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than securities of one or more taxable REIT subsidiaries, government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 25% of the value of our assets may be securities, excluding government securities, stock issued by our qualified REIT subsidiaries, and other securities that qualify as real estate assets, and no more than 20% of the value of our total assets may consist of stock or securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate assets from our portfolio or not make otherwise attractive investments in order to maintain our qualification as a REIT. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.
The ability of the Board to revoke our REIT qualification without stockholder approval may subject us to U.S. federal income tax and reduce distributions to our stockholders.
Our charter provides that the Board may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to be a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the return earned on an investment in our shares.
We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability.
In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure our stockholders that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets.
The Tax Cuts and Jobs Act of 2017 (the “TCJA”) makes substantial changes to the Code. Among those changes are a significant permanent reduction in the generally applicable corporate tax rate, changes in the taxation of individuals and other non-corporate taxpayers that generally but not universally reduce their taxes on a temporary basis subject to “sunset” provisions, the elimination or modification of various currently allowed deductions (including additional limitations on the deductibility of business interest), and preferential taxation of income (including REIT dividends) derived by non-corporate taxpayers from “pass-through” entities. The TCJA also imposes certain additional limitations on the deduction of net operating losses, which may in the future cause us to make distributions that will be taxable to our stockholders to the extent of our current or accumulated earnings and profits in order to comply with the annual REIT distribution requirements. The effect of these, and the many other, changes made in the TCJA is highly uncertain, both in terms of their direct effect on the taxation of an investment in our common stock and their indirect effect on the value of our assets. Furthermore, many of the provisions of the TCJA will require guidance through the issuance of U.S. Treasury regulations in order to assess their effect. There may be a substantial delay before such regulations are promulgated, increasing the uncertainty as to the ultimate effect of the statutory amendments on us. It is also likely that there will be technical corrections legislation proposed with respect to the TCJA, the timing and effect of which cannot be predicted and may be adverse to us or our stockholders.
Although REITs generally receive better tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our charter provides the Board with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the vote of our stockholders. The Board has fiduciary duties to us and our stockholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of us and our stockholders.
41
The share ownership restrictions of the Code for REITs and the 9.8% share ownership limit in our charter may inhibit market activity in shares of stock and restrict our business combination opportunities.
In order to qualify as a REIT, five or fewer individuals, as defined in the Code, may not own, actually or constructively, more than 50% in value of our issued and outstanding shares of stock at any time during the last half of each taxable year, other than the first year for which a REIT election is made. Attribution rules in the Code determine if any individual or entity actually or constructively owns our shares of stock under this requirement. Additionally, at least 100 persons must beneficially own our shares of stock during at least 335 days of a taxable year for each taxable year, other than the first year for which a REIT election is made. To help ensure that we meet these tests, among other purposes, our charter restricts the acquisition and ownership of our shares of stock.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT while we so qualify. Unless exempted by the Board, for so long as we qualify as a REIT, our charter prohibits, among other limitations on ownership and transfer of shares of our stock, any person from beneficially or constructively owning (applying certain attribution rules under the Code) more than 9.8% in value of the aggregate of our outstanding shares of stock and more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of our shares of stock. The Board may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of the 9.8% ownership limit would result in the termination of our qualification as a REIT. These restrictions on transferability and ownership will not apply, however, if the Board determines that it is no longer in our best interest to qualify as a REIT or that compliance with the restrictions is no longer required in order for us to so qualify as a REIT.
These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interest of the stockholders.
Non-U.S. stockholders will be subject to U.S. federal withholding tax and may be subject to U.S. federal income tax on distributions received from us and upon the disposition of our shares.
Subject to certain exceptions, distributions received from us will be treated as dividends of ordinary income to the extent of our current or accumulated earnings and profits. Such dividends ordinarily will be subject to U.S. withholding tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty, unless the distributions are treated as "effectively connected" with the conduct by the non-U.S. stockholder of a U.S. trade or business. Pursuant to the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), capital gain distributions attributable to sales or exchanges of "U.S. real property interests" ("USRPIs") generally will be taxed to a non-U.S. stockholder (other than a qualified pension plan, entities wholly owned by a qualified pension plan and certain foreign publicly traded entities) as if such gain were effectively connected with a U.S. trade or business. However, a capital gain dividend will not be treated as effectively connected income if (a) the distribution is received with respect to a class of stock that is regularly traded on an established securities market located in the United States and (b) the non-U.S. stockholder does not own more than 10% of the class of our stock at any time during the one-year period ending on the date the distribution is received. We do not anticipate that our shares will be "regularly traded" on an established securities market for the foreseeable future, and therefore, this exception is not expected to apply.
Gain recognized by a non-U.S. stockholder upon the sale or exchange of our common stock generally will not be subject to U.S. federal income taxation unless such stock constitutes a USRPI under FIRPTA. Our common stock will not constitute a USRPI so long as we are a "domestically-controlled qualified investment entity." A domestically-controlled qualified investment entity includes a REIT if at all times during a specified testing period, less than 50% in value of such REIT's stock is held directly or indirectly by non-U.S. stockholders. There is no assurance that we will be a domestically-controlled qualified investment entity.
Even if we do not qualify as a domestically-controlled qualified investment entity at the time a non-U.S. stockholder sells or exchanges our common stock, gain arising from such a sale or exchange would not be subject to U.S. taxation under FIRPTA as a sale of a USRPI if: (a) our common stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market, and (b) such non-U.S. stockholder owned, actually and constructively, 10% or less of our common stock at any time during the five-year period ending on the date of the sale. However, it is not anticipated that our common stock will be "regularly traded" on an established market.
Potential characterization of distributions or gain on sale may be treated as unrelated business taxable income to tax-exempt investors.
If (a) we are a "pension-held REIT," (b) a tax-exempt stockholder has incurred (or is deemed to have incurred) debt to purchase or hold our common stock, or (c) a holder of common stock is a certain type of tax-exempt stockholder, dividends on, and gains recognized on the sale of, common stock by such tax-exempt stockholder may be subject to U.S. federal income tax as unrelated business taxable income under the Code.
Item 1B. Unresolved Staff Comments.
None.
42
Item 2. Properties
The following table presents certain additional information about the properties we owned as of December 31, 2017:
Portfolio | Number of Properties | Rentable Square Feet | Percent Leased (1) | Weighted Average Remaining Lease Term (2) | Gross Asset Value (4) | ||||||||
(In thousands) | |||||||||||||
Medical Office Buildings | 99 | 3,641,566 | 92.9% | 5.5 | $ | 998,659 | |||||||
Triple-Net Leased Healthcare Facilities (3): | |||||||||||||
Seniors Housing — Triple Net Leased | 9 | 229,318 | 81.9% | 12.8 | 78,086 | ||||||||
Hospitals | 4 | 428,620 | 88.8% | 8.6 | 87,115 | ||||||||
Post Acute / Skilled Nursing | 18 | 777,071 | 100.0% | 11.2 | 200,388 | ||||||||
Total Triple-Net Leased Healthcare Facilities | 31 | 1,435,009 | 93.8% | 11.1 | 365,589 | ||||||||
Seniors Housing — Operating Properties | 52 | 3,970,415 | 88.1% | N/A | 1,055,125 | ||||||||
Land | 2 | N/A | N/A | N/A | 3,665 | ||||||||
Construction in Progress | 1 | N/A | N/A | N/A | 82,007 | ||||||||
Portfolio, December 31, 2017 | 185 | 9,046,990 | $ | 2,505,045 | |||||||||
_______________
(1) | Inclusive of leases signed but not yet commenced as of December 31, 2017. |
(2) | Based on annualized rental income calculated on a straight-line basis. |
(3) | Revenues for our triple-net leased healthcare facilities generally consist of fixed rental amounts (subject to annual contractual escalations) received from our tenants in accordance with the applicable lease terms and do not vary based on the underlying operating performance of the properties. |
(4) | Gross Asset Value represents the total real estate investments, at cost, assets held for sale at carrying value, net of gross market lease intangible liabilities. |
N/A | Not applicable. |
43
The following table details the geographic distribution, by state, of our portfolio as of December 31, 2017:
State | Number of Buildings | Annualized Rental Income(1) | Annualized Rental Income as a Percentage of the Total Portfolio | Rentable Square Feet | Percentage of Portfolio Rentable Square Feet | ||||||||||
(In thousands) | |||||||||||||||
Alabama | 1 | $ | 159 | — | % | 5,564 | 0.1 | % | |||||||
Arizona | 14 | 10,000 | 3.1 | % | 500,734 | 5.5 | % | ||||||||
Arkansas | 3 | 15,493 | 4.8 | % | 248,783 | 2.8 | % | ||||||||
California | 7 | 13,211 | 4.1 | % | 366,031 | 4.0 | % | ||||||||
Colorado | 2 | 1,441 | 0.4 | % | 59,483 | 0.7 | % | ||||||||
Florida | 18 | 56,341 | 17.5 | % | 1,151,813 | 12.7 | % | ||||||||
Georgia | 15 | 34,577 | 10.7 | % | 821,265 | 9.1 | % | ||||||||
Idaho | 1 | 2,731 | 0.8 | % | 55,846 | 0.6 | % | ||||||||
Illinois | 17 | 12,870 | 4.0 | % | 641,836 | 7.1 | % | ||||||||
Indiana | 5 | 3,660 | 1.1 | % | 163,035 | 1.8 | % | ||||||||
Iowa | 14 | 29,845 | 9.3 | % | 585,667 | 6.5 | % | ||||||||
Kansas | 1 | 4,485 | 1.4 | % | 49,360 | 0.5 | % | ||||||||
Kentucky | 2 | 2,754 | 0.9 | % | 92,875 | 1.0 | % | ||||||||
Louisiana | 1 | 631 | 0.2 | % | 17,830 | 0.2 | % | ||||||||
Maryland | 1 | 940 | 0.3 | % | 36,260 | 0.4 | % | ||||||||
Michigan | 18 | 37,215 | 11.6 | % | 663,040 | 7.3 | % | ||||||||
Minnesota | 1 | 1,096 | 0.3 | % | 36,375 | 0.4 | % | ||||||||
Mississippi | 3 | 1,316 | 0.4 | % | 73,859 | 0.8 | % | ||||||||
Missouri | 11 | 13,538 | 4.2 | % | 360,178 | 4.0 | % | ||||||||
New York | 6 | 4,813 | 1.5 | % | 245,861 | 2.7 | % | ||||||||
North Carolina | 2 | 1,159 | 0.4 | % | 68,122 | 0.8 | % | ||||||||
Ohio | 2 | 824 | 0.3 | % | 49,994 | 0.6 | % | ||||||||
Oregon | 3 | 10,536 | 3.3 | % | 288,774 | 3.2 | % | ||||||||
Pennsylvania | 10 | 34,665 | 10.8 | % | 1,303,717 | 14.4 | % | ||||||||
South Carolina | 2 | 948 | 0.3 | % | 52,527 | 0.6 | % | ||||||||
Tennessee | 3 | 3,223 | 1.0 | % | 175,652 | 1.9 | % | ||||||||
Texas | 10 | 11,824 | 3.7 | % | 442,030 | 4.9 | % | ||||||||
Virginia | 3 | 4,705 | 1.5 | % | 234,090 | 2.6 | % | ||||||||
Washington | 1 | 1,855 | 0.6 | % | 52,900 | 0.6 | % | ||||||||
Wisconsin | 8 | 4,958 | 1.5 | % | 203,489 | 2.2 | % | ||||||||
Total | 185 | $ | 321,813 | 100.0 | % | 9,046,990 | 100.0 | % | |||||||
__________________________________________
(1) | Annualized rental income for the leases in place in the property portfolio as of December 31, 2017 on a straight-line basis, which includes tenant concessions such as free rent, as applicable, as well as annualized revenue from our seniors housing — operating properties. |
44
Future Minimum Lease Payments
The following table presents future minimum base rental cash payments due to us over the next ten years and thereafter as of December 31, 2017. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to performance thresholds and increases in annual rent based on exceeding certain economic indexes, among other items.
(In thousands) | Future Minimum Base Rent Payments | |||
2018 | $ | 93,064 | ||
2019 | 89,753 | |||
2020 | 84,681 | |||
2021 | 79,190 | |||
2022 | 72,700 | |||
2023 | 62,460 | |||
2024 | 59,149 | |||
2025 | 53,812 | |||
2026 | 50,386 | |||
2027 | 38,793 | |||
Thereafter | 76,364 | |||
$ | 760,352 | |||
Future Lease Expirations Table
The following is a summary of lease expirations for the next ten years at the properties we owned as of December 31, 2017:
Year of Expiration | Number of Leases Expiring | Annualized Rental Income(1) | Annualized Rental Income as a Percentage of the Total Portfolio(2) | Leased Rentable Square Feet | Percent of Portfolio Rentable Square Feet Expiring(2) | ||||||||
(In thousands) | |||||||||||||
2018 | 99 | $ | 8,430 | 8.0% | 388,426 | 8.1% | |||||||
2019 | 52 | 6,527 | 6.2% | 287,302 | 6.0% | ||||||||
2020 | 68 | 8,160 | 7.7% | 378,824 | 7.9% | ||||||||
2021 | 54 | 8,355 | 7.9% | 359,618 | 7.5% | ||||||||
2022 | 52 | 13,147 | 12.4% | 541,828 | 11.4% | ||||||||
2023 | 26 | 4,099 | 3.9% | 162,584 | 3.4% | ||||||||
2024 | 54 | 7,923 | 7.5% | 377,677 | 7.9% | ||||||||
2025 | 13 | 1,826 | 1.7% | 86,445 | 1.8% | ||||||||
2026 | 10 | 11,329 | 10.7% | 704,283 | 14.8% | ||||||||
2027 | 29 | 9,361 | 8.9% | 464,239 | 9.7% | ||||||||
Total | 457 | $ | 79,157 | 74.9% | 3,751,226 | 78.5% | |||||||
__________________________________________
(1) | Annualized rental income for the leases in place in the property portfolio as of December 31, 2017, excluding seniors housing — operating properties, on a straight-line basis, which includes tenant concessions such as free rent, as applicable. |
(2) | Excludes seniors housing — operating properties. |
Tenant Concentration
As of December 31, 2017, we did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or more of total annualized rental income for the portfolio on a straight-line basis.
45
Significant Portfolio Properties
As of December 31, 2017, the rentable square feet or annualized straight-line rental income of one property represented 5% or more of our total portfolio's rentable square feet or annualized straight-line rental income:
Wellington at Hershey's Mill - West Chester, PA
In December 2014, we purchased Wellington at Hershey's Mill, a seniors housing community located in West Chester, Pennsylvania. Wellington at Hershey's Mill, which is managed on our behalf by an independent third-party manager, contains 491,710 rentable square feet and consists of 193 units dedicated to independent living patients, 64 units dedicated to assisted living patients and 36 units for patients requiring skilled nursing services.
Property Financings
Our mortgage notes payable as of December 31, 2017 and 2016 consist of the following:
Portfolio | Encumbered Properties (1) | Outstanding Loan Amount as of December 31, | Effective Interest Rate | Interest Rate | Maturity | ||||||||||||
2017 | 2016 | ||||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||
Medical Center of New Windsor - New Windsor, NY | — | $ | — | $ | 8,602 | — | % | Fixed | Sep. 2017 | ||||||||
Plank Medical Center - Clifton Park, NY | — | — | 3,414 | — | % | Fixed | Sep. 2017 | ||||||||||
Countryside Medical Arts - Safety Harbor, FL | 1 | 5,773 | 5,904 | 4.98 | % | Variable | (2) | Apr. 2019 | |||||||||
St. Andrews Medical Park - Venice, FL | 3 | 6,381 | 6,526 | 4.98 | % | Variable | (2) | Apr. 2019 | |||||||||
Slingerlands Crossing Phase I - Bethlehem, NY | — | — | 6,589 | — | % | Fixed | Sep. 2017 | ||||||||||
Slingerlands Crossing Phase II - Bethlehem, NY | — | — | 7,671 | — | % | Fixed | Sep. 2017 | ||||||||||
Benedictine Cancer Center - Kingston, NY | — | — | 6,719 | — | % | Fixed | Sep. 2017 | ||||||||||
Aurora Healthcare Center Portfolio - WI | — | — | 30,858 | — | % | Fixed | Jan. 2018 | ||||||||||
Palm Valley Medical Plaza - Goodyear, AZ | 1 | 3,327 | 3,428 | 4.15 | % | Fixed | Jun. 2023 | ||||||||||
Medical Center V - Peoria, AZ | 1 | 3,066 | 3,151 | 4.75 | % | Fixed | Sep. 2023 | ||||||||||
Courtyard Fountains - Gresham, OR | 1 | 24,372 | 24,820 | 3.87 | % | Fixed | (3) | Jan. 2020 | |||||||||
Fox Ridge Bryant - Bryant, AR | 1 | 7,565 | 7,698 | 3.98 | % | Fixed | May 2047 | ||||||||||
Fox Ridge Chenal - Little Rock, AR | 1 | 17,270 | 17,540 | 3.98 | % | Fixed | May 2049 | ||||||||||
Fox Ridge North Little Rock - North Little Rock, AR | 1 | 10,716 | 10,884 | 3.98 | % | Fixed | May 2049 | ||||||||||
Philip Professional Center - Lawrenceville, GA | 2 | 4,895 | — | 4.00 | % | Fixed | Oct. 2019 | ||||||||||
MOB Loan | 32 | 250,000 | — | 4.44 | % | Fixed | (4) | June 2022 | |||||||||
Bridge Loan | 23 | 82,000 | — | 4.13 | % | Variable | Dec. 2019 | ||||||||||
Gross mortgage notes payable | 67 | 415,365 | 143,804 | 4.31 | % | (5) | |||||||||||
Deferred financing costs, net of accumulated amortization | (7,625 | ) | (1,516 | ) | |||||||||||||
Mortgage premiums and discounts, net | (1,110 | ) | 466 | ||||||||||||||
Mortgage notes payable, net | $ | 406,630 | $ | 142,754 | |||||||||||||
_______________
(1) Does not include eligible unencumbered real estate assets comprising the borrowing base of the Revolving Credit Facility. The equity interests and related rights in our wholly owned subsidiaries that directly own or lease these real estate assets have been pledged for the benefit of the lenders thereunder. See Note 5 - Credit Facilities for further details.
(2) Fixed interest rate through May 10, 2017. Interest rate changes to variable rate starting in June 2017.
(3) Interest only payments through July 1, 2016. Principal and interest payments began in August 2016.
(4) Variable rate loan which is fixed as a result of entering into interest rate swap agreements. Note 7 - Derivatives and Hedging Activities.
(5) Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2017.
Item 3. Legal Proceedings.
We are not a party to, and none of our properties are subject to, any material pending legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
46
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
No established public market currently exists for our shares of common stock. Until our shares are listed on a national exchange, if ever, our stockholders may not sell their shares unless the buyer meets the applicable suitability and minimum purchase requirements.
Our charter prohibits the ownership of more than 9.8% in value of the aggregate of our outstanding shares of stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our stock by a single investor, unless exempted by the Board. Consequently, there is the risk that our stockholders may not be able to sell their shares at a time or price acceptable to them.
On March 30, 2017 the Board determined an Estimated Per-Share NAV of $21.45 as of December 31, 2016. We intend to publish an Estimated Per-Share NAV as of December 31, 2017 shortly following the filing of this Annual Report on Form 10-K for the year ended December 31, 2017.
Consistent with our valuation guidelines, the Advisor engaged Duff & Phelps, LLC (“Duff & Phelps”), an independent third-party real estate advisory firm, to perform appraisals of our real estate assets and provide a valuation range for each real estate asset, as well as other tangible assets with a defined and quantifiable future value. In addition, Duff & Phelps was engaged to review and incorporate in its report the Company’s market value estimate regarding other assets and liabilities as of the valuation date.
Duff & Phelps has extensive experience estimating the fair value of commercial real estate. The methods used by Duff & Phelps to appraise our real estate assets in the report furnished to the Advisor by Duff & Phelps (the "Duff & Phelps Real Estate Appraisal Report") comply with the Investment Program Association Practice Guideline 2013-01 titled "Valuations of Publicly Registered Non-Listed REITs," issued April 29, 2013. The scope of work performed by Duff & Phelps was conducted in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute. Other than its engagement to perform appraisals as described above, Duff & Phelps does not have any direct interests in any transaction with us.
Potential conflicts of interest between Duff & Phelps and us or the Advisor, may arise as a result of (1) the impact of the findings of Duff & Phelps in relation to our real estate assets, or the assets of real estate investment programs sponsored by affiliates of the Advisor, on the value of ownership interests owned by, or incentive compensation payable to, our directors, officers or affiliates and those of the Advisor, or (2) Duff & Phelps performing valuation services for other programs sponsored by affiliates of our sponsor.
Duff & Phelps performed a full valuation of our real estate assets utilizing the Income Capitalization and Sales Comparison approaches, as described further below, that are commonly used in the commercial real estate industry.
The Estimated Per-Share NAV is comprised of (i) the sum of (A) the estimated value of our real estate assets and (B) the estimated value of our other assets, minus the sum of (C) the estimated value of our debt and other liabilities and (D) the estimate of the aggregate incentive fees, participations and limited partnership interests held by or allocable to the Advisor, our management or any of their respective affiliates based on our aggregate net asset value based on Estimated Per-Share NAV and payable in our hypothetical liquidation as of December 31, 2016, divided by (ii) our number of common shares outstanding on a fully-diluted basis as of December 31, 2016, which was 86,774,897.
The Estimated Per-Share NAV does not represent: (i) the amount at which our shares would trade on a national securities exchange, (ii) the amount a stockholder would obtain if he or she tried to sell his or her shares, (iii) the amount stockholders would receive if we liquidated our assets and distributed the proceeds after paying all of our expenses and liabilities or (iv) the price per share a third party would pay to acquire us. With respect to the Estimated Per-Share NAV, we can give no assurance that the methodology used to establish the Estimated Per-Share NAV would be acceptable to the Financial Industry Regulatory Authority for use on customer account statements, or that the Estimated Per-Share NAV will satisfy the applicable annual valuation requirements under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Code with respect to employee benefit plans subject to ERISA and other retirement plans or accounts subject to Section 4975 of the Code.
The Estimated Per-Share NAV as of December 31, 2016 of $21.45, a value within the range determined by Duff & Phelps, was unanimously adopted by the independent directors of the Board, who comprise a majority of the Board, on March 30, 2017. The Board based its determination on the Advisor’s recommendation, which was based on the Advisor’s review of the Duff & Phelps Real Estate Appraisal Report and on the Advisor’s own analysis, estimates and calculations and the fundamentals of the real estate assets. The review of the fundamentals of the real estate assets included a review of geographic location, stabilization and credit quality of tenants, age of the property, remaining or anticipated lease duration and renewal probability, as well as the other factors described herein. The Board is ultimately and solely responsible for the Estimated Per-Share NAV. Estimated Per-
47
Share NAV was determined at a moment in time and will likely change over time as a result of changes to the value of individual assets as well as changes and developments in the real estate and capital markets, including changes in interest rates. Nevertheless, stockholders should not rely on the Estimated Per-Share NAV in making a decision to buy or sell shares of our common stock.
In connection with the Board’s determination of Estimated Per-Share NAV, the Advisor concluded that, in a hypothetical liquidation at such Estimated Per-Share NAV, it would not be entitled to any incentive fees or performance-based restricted partnership units of our operating partnership designated as "Class B Units." The Advisor determined the Estimated Per-Share NAV in a manner consistent with the definition of fair value under GAAP set forth in FASB’s Topic ASC 820, Fair Value Measurements and Disclosures.
Holders
As of February 28, 2018 we had 90.7 million shares of common stock outstanding held by a total of 44,901 stockholders.
Distributions
We elected and qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2013. As a REIT, we are required to distribute at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, to our stockholders annually. The amount of distributions payable to our stockholders is determined by the Board and is dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as applicable, and annual distribution requirements needed to maintain our status as a REIT under the Code.
The following table details the tax treatment of the distributions paid during the years ended December 31, 2017, 2016 and 2015, respectively:
Year Ended December 31, | |||||||||||||||||||||
2017 | 2016 | 2015 | |||||||||||||||||||
Return of capital | 99.7 | % | $ | 1.50 | 86.8 | % | $ | 1.47 | 97.9 | % | $ | 1.66 | |||||||||
Capital gain dividend income | 0.3 | % | 0.01 | 0.5 | % | 0.01 | 0.3 | % | 0.01 | ||||||||||||
Ordinary dividend income | — | % | — | 12.7 | % | 0.22 | 1.8 | % | 0.03 | ||||||||||||
Total | 100.0 | % | $ | 1.51 | 100.0 | % | $ | 1.70 | 100.0 | % | $ | 1.70 | |||||||||
We have paid distributions on a monthly basis to stockholders of record each day of the prior month at a rate equal to $0.0046575343 per day (for the year 2016 only, $0.0046448087 per day per share of common stock to reflect that 2016 was a leap year), which is equivalent to $1.70 per annum, per share of common stock. In March 2017, the Board authorized a decrease in the rate at which we pay monthly distributions to stockholders, effective as of April 1, 2017, to $0.0039726027 per day, which is equivalent to $1.45 per annum, per share of common stock.
On February 20, 2018, the Board unanimously authorized a further change in the rate at which we pay monthly distributions to holders of the Company’s common stock, effective for record dates as of and after March 1, 2018, from $0.0039726027 per share per day, or $1.45 per share on an annualized basis, to $0.0023287671 per share per day, or $0.85 per share on an annualized basis.
Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The Board may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. Our Revolving Credit Facility imposes limitations on our ability to pay distributions to stockholders. Distributions to stockholders are limited, with certain exceptions, to a percentage of Modified FFO as defined in the Revolving Credit Facility (which is different from MFFO as discussed in this Annual Report on Form 10-K) during the applicable period as follows: (i) for the six months ending March 31, 2018, 130% of Modified FFO; (ii) for the nine months ending June 30, 2018, 120% of Modified FFO; (iii) for the twelve months ending September 30, 2018, 115% of Modified FFO; and (iv) for the twelve months ending December 31, 2018 and for each period of four fiscal quarters ending after that period, 110% of Modified FFO.
48
The following table reflects distributions declared and paid, excluding distributions related to units of limited partner interests in the OP ("OP Units") and Class B Units, during the years ended December 31, 2017 and 2016:
(In thousands) | Total Distributions Paid | Total Distributions Declared | ||||||
1st Quarter, 2017 | $ | 37,536 | $ | 37,583 | ||||
2nd Quarter, 2017 | 34,538 | 32,298 | ||||||
3rd Quarter, 2017 | 32,759 | 32,843 | ||||||
4th Quarter, 2017 | 32,782 | 33,180 | ||||||
Total 2017 | $ | 137,615 | $ | 135,904 | ||||
(In thousands) | Total Distributions Paid | Total Distributions Declared | ||||||
1st Quarter, 2016 | $ | 36,630 | $ | 36,633 | ||||
2nd Quarter, 2016 | 37,269 | 36,978 | ||||||
3rd Quarter, 2016 | 37,616 | 37,732 | ||||||
4th Quarter, 2016 | 37,547 | 38,073 | ||||||
Total 2016 | $ | 149,062 | $ | 149,416 | ||||
During the years ended December 31, 2017 and 2016, distributions paid to common stockholders totaled $137.6 million and $149.1 million, inclusive of $61.2 million and $73.6 million of distributions that were reinvested in shares issued under the DRIP, respectively. During the years ended December 31, 2017 and 2016, cash used to pay distributions was generated from net cash flow from operations, proceeds received from common stock issued under the DRIP, proceeds received from the sale of investment securities, proceeds received from the sale of real estate investments and financings.
Equity Based Compensation
Restricted Share Plan
We have an employee and director incentive restricted share plan (as amended from time to time, the "RSP"), which provides us with the ability to grant awards of restricted shares of common stock ("restricted shares") to our directors, officers and employees (if we ever have employees), employees of the Advisor and its affiliates, employees of entities that provide services to us, directors of the Advisor or of entities that provide services to us, certain consultants to us and the Advisor and its affiliates or to entities that provide services to us. The total number of shares of common stock that may be subject to awards granted under the RSP may not exceed 5.0% of our outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 3.4 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).
For restricted share awards granted as annual automatic awards prior to July 1, 2015, such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with us. For restricted share awards granted as annual automatic awards on or after July 1, 2015, such awards provide for accelerated vesting of the portion of the unvested shares scheduled to vest in the year of the recipient's voluntary termination or the failure to be re-elected to the Board. Restricted shares are, in general and in accordance with the terms of the applicable award agreement, subject to acceleration of vesting and forfeiture under certain circumstances related to termination of service (with or without cause) and changes of control. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares.
Prior to August 2017, the RSP provided for an automatic grant of 1,333 restricted shares to each of the independent directors, without any further approval by the Board or our stockholders, on the date of his or her initial election to the Board and thereafter on the date of each annual stockholder meeting. The restricted shares awards granted as annual automatic awards prior to August 2017 were subject to vesting over a five-year period following the date of grant.
In August 2017, the Board amended the RSP to provide that the number of restricted shares comprising the automatic annual award to each of the independent directors would be equal to the quotient of $30,000 divided by the then-current NAV. These restricted shares vest annually over a five-year period in increments of 20.0% per annum beginning with the one-year anniversary of initial election to the Board and the date of the next annual meeting, respectively.
49
In September 2017, the Board subsequently amended and restated the RSP to eliminate the automatic annual awards and to make other revisions related to the implementation of a new independent director equity compensation program. As part of this new independent director equity compensation program, the Board approved a one-time grant of restricted share awards to the independent directors as follows: (i) 300,000 restricted shares to the non-executive chairman, with one-seventh of the shares vesting annually in equal increments over a seven-year period with initial vesting on August 4, 2018; and (ii) 25,000 restricted shares to each of the three other independent directors, with one-fifth of the shares vesting annually in equal increments over a five-year period with initial vesting on August 4, 2018. In connection with these one-time grants, the restricted shares awards granted as automatic annual awards in connection with our 2017 annual meeting of stockholders on July 21, 2017 were forfeited. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares.
As of December 31, 2017 and 2016, there were 382,510 and 9,921 unvested restricted shares outstanding, respectively, which were granted to independent directors pursuant to the RSP and that had average issue prices of $21.47 and $22.42 per share, respectively.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column) (a) | ||||||
(a) | (b) | (c) | |||||||
Equity Compensation Plans approved by security holders | — | — | 2,996,677 | ||||||
Equity Compensation Plans not approved by security holders | — | — | — | ||||||
Total | — | — | 2,996,677 | ||||||
Sales of Unregistered Securities
We did not sell any equity securities that were not registered under the Securities Act during the year ended December 31, 2017, except with respect to which information has been included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In order to provide stockholders with interim liquidity, the Board has adopted the SRP, which enables our stockholders to sell their shares back to us after they have been held for at least one year, subject to significant conditions and limitations. Our Advisor, directors and affiliates are prohibited from receiving a fee on any share repurchases.
Only those stockholders who purchased their shares from us or received their shares from us (directly or indirectly) through one or more non-cash transactions may be able to participate in the SRP. In other words, once our shares are transferred for value by a stockholder, the transferee and all subsequent holders of the shares are not eligible to participate in the SRP.
Repurchases of shares of our common stock are at the sole discretion of the Board. Until the SRP Amendment (described below), we limited the number of shares repurchased during any calendar year to 5% of the weighted average number of shares of common stock outstanding on December 31st of the previous calendar year. In addition, we were only authorized to repurchase shares in a given quarter up to the amount of proceeds we received from our DRIP in that same quarter.
On January 26, 2016, the Board approved and amended the SRP (the "SRP Amendment") to supersede and replace the existing SRP. Under the SRP Amendment, repurchases of shares of our common stock generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year (the "Prior Year Outstanding Shares"), with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding on December 31st of the previous calendar year. In addition, we are only authorized to repurchase shares in a given fiscal semester up to the amount of proceeds we receive from our DRIP in that same fiscal semester.
50
Unless the shares of our common stock are being repurchased in connection with a stockholder's death or disability a stockholder must have held the shares for at least one year prior to offering them for sale to us through the SRP. The purchase price for such shares repurchased under our SRP prior to the date we first determined Estimated Per-Share NAV (the "NAV pricing date"), except for repurchases in connection with a stockholder's death or disability, will be as follows (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock):
• | the lower of $23.13 and 92.5% of the price paid to acquire the shares from us for stockholders who have continuously held their shares for at least one year; |
• | the lower of $23.75 and 95.0% of the price paid to acquire the shares from us for stockholders who have continuously held their shares for at least two years; |
• | the lower of $24.38 and 97.5% of the price paid to acquire the shares from us for stockholders who have continuously held their shares for at least three years; and |
• | the lower of $25.00 and 100% of the price paid to acquire the shares from us for stockholders who have continuously held their shares for at least four years. |
No minimum holding period will apply to repurchase requests made following the death or qualifying disability of a stockholder. Shares repurchased in connection with the death or disability of a stockholder will be repurchased at a purchase price equal to the price actually paid for the shares during our IPO until the NAV pricing date, and then at a purchase price equal to the then-current Estimated Per-Share NAV (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock) on or after the NAV pricing date. The Board has the discretion to exempt shares purchased pursuant to our DRIP from the one-year holding requirement, if a stockholder sells back all of his or her shares. In addition, we may waive the holding period in the event of a stockholder's bankruptcy or other exigent circumstances.
Under the SRP Amendment, other than death and disability and beginning with the NAV pricing date, the price per share that we will pay to repurchase our shares will be equal to our Estimated Per-Share NAV multiplied by a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years. Subject to limited exceptions, stockholders who redeem their shares of our common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate Estimated Per-Share NAV of the shares of common stock received.
On June 28, 2016, the Board further amended our SRP (the "Second SRP Amendment") to provide for one twelve-month repurchase period for calendar year 2016 (the “2016 Repurchase Period”) instead of two semi-annual periods ending June 30 and December 31. The annual limit on repurchases under our SRP remained unchanged and continues to be limited to a maximum of 5.0% of the Prior Year Outstanding Shares and is subject to the terms and limitations set forth in our SRP. Accordingly, the 2016 Repurchase Period is limited to a maximum of 5.0% of the Prior Year Outstanding Shares and continues to be subject to the terms and conditions set forth in our SRP, as amended. Following calendar year 2016, the repurchase periods will return to two semi-annual periods and applicable limitations set forth in our SRP. The Second SRP Amendment also provides, for calendar year 2016 only, that any amendments, suspensions or terminations of our SRP become effective on the day following our public announcement of such amendments, suspension or termination. The Second SRP Amendment became effective on July 30, 2016 and only applies to repurchase periods in calendar year 2016.
On January 25, 2017, the Board further amended the Company’s SRP (the "Third SRP Amendment") changing the date on which any repurchases are to be made in respect of requests made during the calendar year 2016 to no later than March 15, 2017, rather than on or before the 31st day following December 31, 2016. All other terms of the SRP remain in effect, including that repurchases pursuant to the SRP are at the sole discretion of the Board.
On June 14, 2017, the Board approved and adopted an amended and restated SRP that superseded and replaced the existing SRP, effective as of July 14, 2017. Under the amended and restated SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of our common stock or received their shares from us (directly or indirectly) through one or more non-cash transactions would be considered for repurchase. Other terms and provisions of the amended and restated SRP remained consistent with the existing SRP.
Our Estimated Per-Share NAV is estimated at least annually, and thus, the repurchase price may fluctuate between the redemption request day and the date on which the Company pays redemption proceeds.
51
The following table summarizes our SRP activity for the periods presented. The cost of the repurchased shares did not exceed DRIP proceeds during the periods presented. We funded share repurchases from proceeds received from common stock issued under the DRIP.
Number of Shares Repurchased | Cost of Shares Repurchased | Average Price per Share | |||||||||
(In thousands) | |||||||||||
Period from October 15, 2012 (date of inception) to December 31, 2012 | — | $ | — | $ | — | ||||||
Year ended December 31, 2013 | 1,600 | 40 | 25.00 | ||||||||
Year ended December 31, 2014 | 72,431 | 1,768 | 24.41 | ||||||||
Year ended December 31, 2015 | 894,339 | 21,161 | 23.66 | ||||||||
Year ended December 31, 2016 | 6,660 | 170 | 24.36 | ||||||||
Year ended December 31, 2017 | 1,554,768 | 33,599 | 21.61 | ||||||||
Cumulative repurchases as of December 31, 2017 (1) | 2,529,798 | 56,738 | $ | 22.43 | |||||||
Proceeds received from shares issued under the DRIP | 256,252 | ||||||||||
Excess | $ | 199,514 | |||||||||
_______________
(1) Includes 1,554,768 shares repurchased during the year ended December 31, 2017 for approximately $33.6 million at a weighted average price per share of $21.61. Excludes rejected repurchases received during 2016 with respect to 2.3 million shares for $48.7 million at a weighted average price per share of $21.27 and 373,967 shares repurchased during January 2018 with respect to requests received following the death or qualifying disability of stockholders during the six months ended December 31, 2017 for approximately $8.0 million at a weighted average price per share of $21.45. In July 2017, following the effectiveness of the amendment and restatement of the SRP, the Board approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to September 30, 2017, which was equal to 267,723 shares repurchased for approximately $5.7 million at an average price per share of $21.47. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP.
Until the SRP Amendment, we processed repurchases on a quarterly basis. The following table summarizes repurchase requests pursuant to our SRP for each quarter during the year ended December 31, 2017:
Number of Shares Repurchased | Cost of Shares Repurchased | Average Price per Share | |||||||||
(In thousands) | |||||||||||
Quarter ended March 31, 2017 | 1,273,179 | $ | 27,518 | $ | 21.61 | ||||||
Quarter ended June 30, 2017 | 13,866 | 332 | 23.94 | ||||||||
Quarter ended September 30, 2017 | 267,723 | 5,749 | 21.47 | ||||||||
Quarter ended December 31, 2017 | — | — | — | ||||||||
Year ended December 31, 2017 | 1,554,768 | $ | 33,599 | $ | 21.61 | ||||||
_______________
Item 6. Selected Financial Data.
The following selected financial data as of and for the years December 31, 2017, 2016, 2015, 2014 and 2013 should be read in conjunction with the accompanying consolidated financial statements and related notes thereto and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" below:
Balance sheet data (In thousands) | December 31, | |||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Total real estate investments, at cost | $ | 2,486,052 | $ | 2,355,262 | $ | 2,341,271 | $ | 1,662,697 | $ | 46,286 | ||||||||||
Total assets | 2,371,861 | 2,193,705 | 2,269,842 | 1,856,482 | 160,206 | |||||||||||||||
Mortgage notes payable, net | 406,630 | 142,754 | 157,305 | 64,558 | — | |||||||||||||||
Credit facilities | 534,869 | 481,500 | 430,000 | — | — | |||||||||||||||
Total liabilities | 1,015,802 | 689,379 | 668,025 | 124,305 | 2,057 | |||||||||||||||
Total stockholders' equity | 1,356,059 | 1,504,326 | 1,601,817 | 1,732,177 | 158,149 | |||||||||||||||
Operating data (In thousands, except for share and per share data) | Year Ended December 31, | |||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Total revenues | $ | 311,173 | $ | 302,566 | $ | 247,490 | $ | 58,439 | $ | 1,817 | ||||||||||
Total operating expenses | 323,827 | 307,203 | 283,100 | 92,770 | 2,033 | |||||||||||||||
Operating loss | (12,654 | ) | (4,637 | ) | (35,610 | ) | (34,331 | ) | (216 | ) | ||||||||||
Total other expenses | (29,411 | ) | (18,417 | ) | (9,328 | ) | (2,816 | ) | — | |||||||||||
Loss before income taxes | (42,065 | ) | (23,054 | ) | (44,938 | ) | (37,147 | ) | (216 | ) | ||||||||||
Income tax benefit (expense) | (647 | ) | 2,084 | 2,978 | (565 | ) | (5 | ) | ||||||||||||
Net loss | (42,712 | ) | (20,970 | ) | (41,960 | ) | (37,712 | ) | (221 | ) | ||||||||||
Net loss attributed to non-controlling interests | 164 | 96 | 219 | 34 | — | |||||||||||||||
Net loss attributed to stockholders | $ | (42,548 | ) | $ | (20,874 | ) | $ | (41,741 | ) | $ | (37,678 | ) | $ | (221 | ) | |||||
Other data: | ||||||||||||||||||||
Cash flows provided by (used in) operations | $ | 63,967 | $ | 78,725 | $ | 68,680 | $ | (4,687 | ) | $ | (764 | ) | ||||||||
Cash flows used in investing activities | (194,409 | ) | (19,092 | ) | (556,834 | ) | (1,531,134 | ) | (46,484 | ) | ||||||||||
Cash flows provided by (used in) financing activities | 199,843 | (55,567 | ) | 332,880 | 1,608,383 | 159,078 | ||||||||||||||
Per share data: | ||||||||||||||||||||
Basic and diluted weighted-average shares outstanding | 89,802,174 | 87,878,907 | 85,331,966 | 51,234,729 | 2,148,297 | |||||||||||||||
Basic and diluted net loss per share | $ | (0.47 | ) | $ | (0.24 | ) | $ | (0.49 | ) | $ | (0.74 | ) | $ | (0.10 | ) | |||||
Distributions declared per share | $ | 1.51 | $ | 1.70 | $ | 1.70 | $ | 1.70 | $ | 1.03 | ||||||||||
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements. The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. Please see "Forward-Looking Statements" elsewhere in this Annual Report on Form 10-K for a description of these risks and uncertainties.
Overview
We (including, as required by context, Healthcare Trust Operating Partnership, L.P. (the "OP") and its subsidiaries) invest in healthcare real estate, focusing on seniors housing and medical office buildings ("MOB"), located in the United States for investment purposes. As of December 31, 2017, we owned 185 properties located in 30 states and comprised of 9.0 million rentable square feet.
We were incorporated on October 15, 2012 as a Maryland corporation that elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with our taxable year ended December 31, 2013. Substantially all of our business is conducted through the OP.
On March 30, 2017, our board of directors (“Board”) approved a per share estimate of net asset value (“Estimated Per-Share NAV”) equal to $21.45 as of December 31, 2016. We intend to publish an updated Estimated Per-Share NAV as of December 31, 2017 shortly following the filing of this Annual Report on Form 10-K and, thereafter, periodically at the discretion of the Board, provided that such estimates will be made at least once annually. Pursuant to the DRIP, our stockholders can elect to reinvest distributions by purchasing shares of our common stock at the then-current Estimated Per-Share NAV approved by the Board.
52
We have no employees. Healthcare Trust Advisors, LLC (the "Advisor") has been retained by us to manage our affairs on a day-to-day basis. We have retained Healthcare Trust Properties, LLC (the "Property Manager") to serve as our property manager. The Advisor and Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global"), the parent of our sponsor, as a result of which they are related parties, and each have received or will receive compensation, fees and expense reimbursements for services related to managing of our business. The Advisor, Healthcare Trust Special Limited Partnership, LLC (the "Special Limited Partner") and Property Manager also have received or will receive compensation, fees and expense reimbursements from us related to the investment and management of our assets.
On December 22, 2017, we purchased all of the membership interests in indirect subsidiaries of American Realty Capital Healthcare Trust III, Inc. (“HT III”) that own the 19 properties comprising substantially all of HT III’s assets (the “Asset Purchase”), pursuant to a purchase agreement (the “Purchase Agreement”), dated as of June 16, 2017. HT III is sponsored and advised by an affiliate of our Advisor.
Significant Accounting Estimates and Critical Accounting Policies
Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include:
Revenue Recognition
Our rental income is primarily related to rent received from tenants in our MOBs and triple-net leased healthcare facilities. Rent from tenants in our MOB and triple-net leased healthcare facilities operating segments is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease. Because many of the leases provide for rental increases at specified intervals, accounting principles generally accepted in the United States ("GAAP") require us to record a receivable, and include in revenues on a straight-line basis, unbilled rent receivables that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When we acquire a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease is executed. We defer the revenue related to lease payments received from tenants in advance of their due dates.
Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable.
Resident services and fee income primarily relates to rent from residents in our seniors housing — operating properties ("SHOP") held using a structure permitted by the REIT Investment Diversification and Empowerment Act of 2007 and to fees for ancillary services performed for residents in our SHOPs. Rental income from residents of our SHOP operating segment is recognized as earned. Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services. The terms of the rent are short term in nature, primarily month-to-month. Fees for ancillary services are recorded in the period in which the services are performed.
We defer the revenue related to lease payments received from tenants and residents in advance of their due dates.
We continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, we record an increase in the allowance for uncollectible accounts on the consolidated balance sheets or record a direct write-off of the receivable in the consolidated statements of operations and comprehensive loss.
Real Estate Investments
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.
We evaluate the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets.
In business combinations, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets may include the value of in-place leases and above- and below-market leases. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests are recorded at their estimated fair values.
We generally determine the value of construction in progress based upon the replacement cost. During the construction period, we capitalize interest, insurance and real estate taxes until the development has reached substantial completion.
The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases is recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and our estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease including any below-market fixed rate renewal options for below-market leases.
In making estimates of fair values for purposes of allocating purchase price, we utilize a number of sources, including real estate valuations prepared by independent valuation firms. We also consider information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate, i.e. location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business.
In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates.
In allocating the fair value to non-controlling interests, amounts are recorded based on the fair value of units issued at the date of acquisition, as determined by the terms of the applicable agreement.
Real estate investments that are intended to be sold are designated as "held for sale" on the consolidated balance sheets at the lesser of the carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale. Real estate investments are no longer depreciated when they are classified as held for sale. If the disposal, or intended disposal, of certain real estate investments represents a strategic shift that has had or will have a major effect on our operations and financial results, the operations of such real estate investments would be presented as discontinued operations in the consolidated statements of operations and comprehensive loss for all applicable periods.
Depreciation and Amortization
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
53
Construction in progress, including capitalized interest, insurance and real estate taxes, is not depreciated until the development has reached substantial completion.
Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are accreted as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods.
Capitalized above-market ground lease values are accreted as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.
The assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining term of the respective mortgages.
Impairment of Long Lived Assets
If circumstances indicate that the carrying value of a property may not be recoverable, we review the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.
Recently Issued Accounting Pronouncements
See Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to our audited consolidated financial statements in this Annual Report on Form 10-K for further discussion.
Results of Operations
As of December 31, 2017, we operated in three reportable business segments for management and internal financial reporting purposes: medical office buildings, triple-net leased healthcare facilities, and seniors housing — operating properties. In our MOB operating segment, we own, manage and lease, through our Property Manager or third party property managers, single and multi-tenant MOBs where tenants are required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent. In our triple-net leased healthcare facilities operating segment, we own, manage and lease seniors housing communities, hospitals, post-acute care and skilled nursing facilities throughout the United States under long-term triple-net leases, which tenants are generally directly responsible for all operating costs of the respective properties. In our SHOP operating segment, we invest in seniors housing communities under a structure permitted by the REIT Investment Diversification Empowerment Act of 2007 ("RIDEA"). Under RIDEA, a REIT may lease qualified healthcare properties on an arm's length basis to a taxable REIT subsidiary ("TRS") if the property is operated on behalf of such subsidiary by an entity who qualifies as an eligible independent contractor. As of December 31, 2017, we had 11 eligible independent contractors operating 52 SHOP properties. All of our properties across all three business segments are located throughout the United States.
Net operating income ("NOI") is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate portfolio. NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other financial statement amounts included in net income (loss). We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K for additional disclosures regarding NOI and a reconciliation to our net income (loss) attributable to stockholders, as computed in accordance with GAAP.
As of December 31, 2017, we owned 185 properties. There were 162 properties (our "Same Store" properties) owned for the entire year ended December 31, 2017, including two vacant land parcels and one property under development. During the year ended December 31, 2017, we acquired twenty MOBs, one triple-net leased healthcare facility, and two SHOPs (our "Acquisitions"). We disposed of one MOB and two triple-net leased healthcare facilities during the year ended December 31, 2016 and one MOB during the year ended December 31, 2017 (four properties in total, our "Dispositions").
54
The following table presents a roll-forward of our properties owned from January 1, 2016 to December 31, 2017:
Number of Properties | ||
Number of properties, January 1, 2016 | 166 | |
Disposition activity during the year ended December 31, 2016 | (3 | ) |
Number of properties, December 31, 2016 | 163 | |
Acquisition activity during the year ended December 31, 2017 | 23 | |
Disposition activity during the year ended December 31, 2017 | (1 | ) |
Number of properties, December 31, 2017 | 185 | |
Number of Same Store Properties (1) | 162 | |
(1) Includes 12 properties that were transitioned from our triple-net leased healthcare facilities segment to our SHOP segment during the year ended December 31, 2017. For purposes of the segment reporting below, these properties were treated as Acquisitions in the SHOP segment and Dispositions in the triple-net leased healthcare facilities segment. See below for further details on the transition of these properties.
On June 8, 2017, our TRS acquired 12 operating entities that leased twelve healthcare facilities included in our triple-net leased healthcare facilities segment. Concurrently with the acquisition of the 12 operating entities, we transitioned the management of the healthcare facilities to a third-party management company that manages other healthcare facilities in our SHOP segment. As a part of the transition, our subsidiary property companies executed leases with the acquired operating entities and the acquired operating entities executed management agreements with the management company under the RIDEA structure. As a part of the transition of operations, we now control the operating entities that hold the operating licenses for these healthcare facilities. The results of operations of these properties are included in the Dispositions under our triple-net leased healthcare facilities segment through June 7, 2017 and results of operations since June 8, 2017 are included in Acquisitions under our SHOP segment. We may in the future, through similar transactions, transition other triple-net leased facilities to third-party managed facilities under a structure permitted by RIDEA, in connection with which they would also transition from our triple-net leased healthcare facilities segment to our SHOP operating segment.
55
Comparison of the Year Ended December 31, 2017 to the Year Ended December 31, 2016
Net loss attributable to stockholders was $42.5 million and $20.9 million for the years ended December 31, 2017 and 2016, respectively. The following table shows our results of operations for the years ended December 31, 2017 and 2016 and the year to year change by line item of the consolidated statements of operations:
Year Ended December 31, | Increase (Decrease) | ||||||||||||||
(Dollar amounts in thousands) | 2017 | 2016 | $ | % | |||||||||||
Revenues: | |||||||||||||||
Rental income | $ | 95,152 | $ | 103,375 | $ | (8,223 | ) | (8.0 | )% | ||||||
Operating expense reimbursements | 16,605 | 15,876 | 729 | 4.6 | % | ||||||||||
Resident services and fee income | 199,416 | 183,177 | 16,239 | 8.9 | % | ||||||||||
Contingent purchase price consideration | — | 138 | (138 | ) | (100.0 | )% | |||||||||
Total revenues | 311,173 | 302,566 | 8,607 | 2.8 | % | ||||||||||
Operating expenses: | |||||||||||||||
Property operating and maintenance | 186,277 | 172,077 | 14,200 | 8.3 | % | ||||||||||
Impairment charges | 18,993 | 389 | 18,604 | NM | |||||||||||
Operating fees to related parties | 22,257 | 20,583 | 1,674 | 8.1 | % | ||||||||||
Acquisition and transaction related | 2,986 | 3,163 | (177 | ) | (5.6 | )% | |||||||||
General and administrative | 15,673 | 12,105 | 3,568 | 29.5 | % | ||||||||||
Depreciation and amortization | 77,641 | 98,886 | (21,245 | ) | (21.5 | )% | |||||||||
Total expenses | 323,827 | 307,203 | 16,624 | 5.4 | % | ||||||||||
Operating loss | (12,654 | ) | (4,637 | ) | (8,017 | ) | NM | ||||||||
Other income (expense): | |||||||||||||||
Interest expense | (30,264 | ) | (19,881 | ) | (10,383 | ) | (52.2 | )% | |||||||
Interest and other income | 306 | 47 | 259 | NM | |||||||||||
Gain (loss) on non-designated derivatives | (198 | ) | 31 | (229 | ) | NM | |||||||||
Gain on sale of real estate investment | 438 | 1,330 | (892 | ) | (67.1 | )% | |||||||||
Gain on asset acquisition | 307 | — | 307 | 100.0 | % | ||||||||||
Gain on sale of investment securities | — | 56 | (56 | ) | (100.0 | )% | |||||||||
Total other expenses | (29,411 | ) | (18,417 | ) | (10,994 | ) | (59.7 | )% | |||||||
Loss before income taxes | (42,065 | ) | (23,054 | ) | (19,011 | ) | (82.5 | )% | |||||||
Income tax (expense) benefit | (647 | ) | 2,084 | (2,731 | ) | NM | |||||||||
Net loss | (42,712 | ) | (20,970 | ) | (21,742 | ) | (103.7 | )% | |||||||
Net income attributable to non-controlling interests | 164 | 96 | 68 | 70.8 | % | ||||||||||
Net loss attributable to stockholders | $ | (42,548 | ) | $ | (20,874 | ) | $ | (21,674 | ) | (103.8 | )% | ||||
_______________
NM — Not Meaningful
Segment Results
Information based on Same Store, Acquisition and Dispositions allows us to evaluate the performance of our portfolio based on a consistent population of properties.
Segment Results — Medical Office Buildings
Rental income is primarily related to contractual rent received from tenants in our MOBs. Generally, operating expense reimbursements increase in proportion with the increase in property operating expenses in our MOB segment. Pursuant to many of our lease agreements in our MOBs, tenants are required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent. Property operating and maintenance relates to the costs associated with our properties, including real estate taxes, utilities, repairs, maintenance, bad debt expense and unaffiliated third party property management fees.
56
During the year ended December 31, 2017, rental income, operating expense reimbursements and property operating and maintenance expense increased at the Same Store properties in our MOB segment as compared to the year ended December 31, 2016, which was mainly attributable to a multi-tenant MOB located in Arizona and another multi-tenant MOB located in Pennsylvania.
Our Same Store property operating and maintenance expenses increased $0.4 million during the year ended December 31, 2017 due to increased property operating and maintenance expenses that are reimbursable by our tenants.
The following table presents the revenue and property operating and maintenance expense and the period to period change within our MOB segment for the years ended December 31, 2017 and 2016:
Same Store(1) | Acquisitions(2) | Dispositions(3) | Segment Total(4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||||||||||||||
(Dollar amounts in thousands) | 2017 | 2016 | $ | % | 2017 | 2016 | $ | % | 2017 | 2016 | $ | % | 2017 | 2016 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 65,738 | $ | 65,006 | $ | 732 | 1 | % | $ | 1,616 | $ | — | $ | 1,616 | NM | $ | 36 | $ | 988 | $ | (952 | ) | NM | $ | 67,390 | $ | 65,994 | $ | 1,396 | 2 | % | |||||||||||||||||||||||||||
Operating expense reimbursement | 15,184 | 14,706 | 478 | 3 | % | 274 | — | 274 | NM | 2 | 220 | (218 | ) | NM | 15,460 | 14,926 | 534 | 4 | % | |||||||||||||||||||||||||||||||||||||||
Contingent purchase price consideration | — | (91 | ) | 91 | — | % | — | — | — | NM | — | — | — | NM | — | (91 | ) | 91 | NM | |||||||||||||||||||||||||||||||||||||||
Total revenues | 80,922 | 79,621 | 1,301 | 2 | % | 1,890 | — | 1,890 | NM | 38 | 1,208 | (1,170 | ) | NM | 82,850 | 80,829 | $ | 2,021 | 3 | % | ||||||||||||||||||||||||||||||||||||||
Property operating and maintenance | 23,775 | 23,395 | 380 | 2 | % | 325 | — | 325 | NM | 37 | 419 | (382 | ) | NM | 24,137 | 23,814 | 323 | 1 | % | |||||||||||||||||||||||||||||||||||||||
NOI | $ | 57,147 | $ | 56,226 | $ | 921 | 2 | % | $ | 1,565 | $ | — | $ | 1,565 | NM | $ | 1 | $ | 789 | $ | (788 | ) | NM | $ | 58,713 | $ | 57,015 | $ | 1,698 | 3 | % | |||||||||||||||||||||||||||
_______________
(1) | Our MOB segment included 79 Same Store properties. |
(2) | Our MOB segment included 20 Acquisition properties, all of which were acquired during the year ended December 31, 2017. |
(3) | Our MOB segment included 2 Disposition properties, one disposed in each of the years ending December 31, 2016 and 2017. |
(4) | Our MOB segment included 101 properties, including 20 properties acquired and 2 sold. |
NM — Not Meaningful
The following table presents the number of Same Store MOBs, average occupancy and annualized straight line rental income per rented square foot for single- and multi-tenant MOBs in our MOB segment for the periods presented:
Number of Same Store Properties | Average Occupancy for the Years Ended December 31, | Annualized Straight Line Rental Income Per Rented Square Foot as of December 31, | |||||||||||||||
Type of Same Store MOB | 2017 | 2016 | 2017 | 2016 | |||||||||||||
Single-tenant MOBs | 27 | 100.0 | % | 100.0 | % | $ | 21.55 | $ | 21.55 | ||||||||
Multi-tenant MOBs | 52 | 89.5 | % | 82.6 | % | 22.64 | 22.64 | ||||||||||
Total/Weighted-Average | 79 | 87.7 | % | 87.7 | % | $ | 22.28 | $ | 22.28 | ||||||||
Segment Results — Triple Net Leased Healthcare Facilities
Rental income is related to contractual rent received from tenants in our triple-net leased healthcare facilities. Operating expense reimbursements in our triple net leased healthcare facilities segment generally includes reimbursement for property operating expenses that we pay on behalf of tenants in this segment. Pursuant to many of our lease agreements in our triple net leased healthcare facilities, tenants are generally directly responsible for all operating costs of the respective properties in addition to base rent. Property operating and maintenance should typically include minimal activity in our triple-net leased healthcare facilities segment, as such expenses are typically paid directly by the tenants; however, real estate taxes and insurance may be included. Such expenses are normally reimbursed by the tenants in this segment. Bad debt expense is also reflected in our property operating and maintenance expenses.
During the year ended December 31, 2017, rental income in our Same Store triple-net leased healthcare facilities segment decreased $7.2 million as compared to the year ended 2016. This decrease mainly relates to the early termination of six triple-net healthcare facilities located in Illinois in October 2016, in which a receiver was appointed by a court to manage and conserve these properties in November 2016 (the "Receiver"). According to the receivership order, the Receiver is only obligated to pay rental payments in the event that they produce excess cash flow from operations. No such rents have been received from the Receiver.
57
Operating expense reimbursements during the year ended December 31, 2017 reflect adjustments to operating expense reimbursements related to real estate taxes, which was also reflected in our property operating and maintenance expenses.
Property operating and maintenance in our Same Store properties increased $3.6 million compared to the year ended December 31, 2016. The increase in property operating and maintenance expense is mainly due to bad debt expense recorded as a result of collection issues with several of our triple-net leased healthcare facility tenants. The financial and operational challenges faced by these tenants have had, and could continue to have, an impact on rent payments that we receive.
Revenues for our triple-net leased healthcare facilities generally consist of fixed rental amounts (subject to annual contractual escalations) received from our tenants in accordance with the applicable lease terms and do not vary based on the underlying operating performance of the properties.
The following table presents the revenue and property operating and maintenance expense and the period to period change within our triple net leased healthcare facilities segment for the years ended December 31, 2017 and 2016:
Same Store (1) | Acquisitions (2) | Dispositions (3) | Segment Total (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(Dollar amounts in thousands) | 2017 | 2016 | $ | % | 2017 | 2016 | $ | % | 2017 | 2016 | $ | % | 2017 | 2016 | $ | % | |||||||||||||||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 22,506 | $ | 29,695 | $ | (7,189 | ) | (24 | )% | $ | 10 | $ | — | $ | 10 | NM | $ | 2,617 | $ | 7,679 | $ | (5,062 | ) | (66 | )% | $ | 25,133 | $ | 37,374 | $ | (12,241 | ) | (33 | )% | |||||||||||||||||||||||||
Operating expense reimbursements | 1,147 | 444 | 703 | NM | — | — | — | NM | (1 | ) | 505 | (506 | ) | NM | 1,146 | 949 | 197 | NM | |||||||||||||||||||||||||||||||||||||||||
Total revenues | 23,653 | 30,139 | (6,486 | ) | (22 | )% | 10 | — | 10 | NM | 2,616 | 8,184 | (5,568 | ) | (68 | )% | 26,279 | 38,323 | (12,044 | ) | (31 | )% | |||||||||||||||||||||||||||||||||||||
Property operating and maintenance | 17,006 | 13,440 | 3,566 | 27 | % | 10 | — | 10 | NM | 2,928 | 5,370 | (2,442 | ) | (45 | )% | 19,944 | 18,810 | 1,134 | 6 | % | |||||||||||||||||||||||||||||||||||||||
NOI | $ | 6,647 | $ | 16,699 | $ | (10,052 | ) | (60 | )% | $ | — | $ | — | $ | — | NM | $ | (312 | ) | $ | 2,814 | $ | (3,126 | ) | (111 | )% | $ | 6,335 | $ | 19,513 | $ | (13,178 | ) | (68 | )% | ||||||||||||||||||||||||
_______________
(1) | Our triple net leased healthcare facilities segment included 31 Same Store properties. |
(2) | Our triple net leased healthcare facilities segment included 1 Acquisition property. |
(3) | Our triple-net leased healthcare facilities included 2 Dispositions in 2016 and 12 properties that are deemed Dispositions as they were transitioned to our SHOP operating segment during the year ended December 31, 2017. |
(4) | Our triple net leased healthcare facilities segment included 46 properties, including 1 property acquired and 2 disposed. |
NM - Not Meaningful
Segment Results — Seniors Housing Operating Properties
Resident services and fee income is generated in connection with rent and services offered to residents in our SHOPs depending on the level of care required, as well as fees associated with other ancillary services. Property operating and maintenance relates to the costs associated with our properties and professional fees, as well as costs related to caring for the residents in our SHOPs, including food, labor, marketing, and other expenses.
During the year ended December 31, 2017, resident services and fee income and property operating and maintenance expense increased at the Same Store properties in our SHOP segment as compared to the year ended December 31, 2016. The increase in resident services and fee income was primarily due to higher resident rental rates, which was partially offset by a decrease in occupancy levels compared to the prior year. The increase in property operating and maintenance expense primarily due to increases in labor and benefits cost.
During the year ended December 31, 2017, resident services and fee income and property operating and maintenance expense increased at our SHOP segment Acquisitions as compared to the year ended December 31, 2016 primarily due to our acquisition of twelve SHOPs on June 8, 2017.
58
The following table presents the revenue and property operating and maintenance expense and the period to period change within our SHOP segment for the years ended December 31, 2017 and 2016:
Same Store (1) | Acquisitions (2) | Segment Total (3) | ||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
(Dollar amounts in thousands) | 2017 | 2016 | $ | % | 2017 | 2016 | $ | % | 2017 | 2016 | $ | % | ||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||
Resident services and fee income | $ | 185,686 | $ | 183,177 | $ | 2,509 | 1 | % | $ | 13,730 | $ | — | $ | 13,730 | NM | $ | 199,416 | $ | 183,177 | $ | 16,239 | 9 | % | |||||||||||||||||||||
Contingent purchase price consideration | — | 138 | (138 | ) | NM | — | — | — | NM | — | 138 | (138 | ) | (100 | )% | |||||||||||||||||||||||||||||
Rental income | 2,629 | 7 | 2,622 | NM | — | — | — | NM | 2,629 | 7 | 2,622 | NM | ||||||||||||||||||||||||||||||||
Total revenues | 188,315 | 183,322 | 4,993 | 3 | % | 13,730 | — | 13,730 | NM | 202,045 | 183,322 | 18,723 | 10 | % | ||||||||||||||||||||||||||||||
Property operating and maintenance | 129,579 | 129,451 | 128 | — | % | 12,618 | — | 12,618 | NM | 142,197 | 129,451 | 12,746 | 10 | % | ||||||||||||||||||||||||||||||
NOI | $ | 58,736 | $ | 53,871 | $ | 4,865 | 9 | % | $ | 1,112 | $ | — | $ | 1,112 | NM | $ | 59,848 | $ | 53,871 | $ | 5,977 | 11 | % | |||||||||||||||||||||
_______________
(1) | Our SHOP segment included 38 Same Store properties. |
(2) | Our SHOP segment included 14 Acquisition properties. |
(3) | Our SHOP segment included 54 properties during the year ended December 31, 2017, including 52 operating properties and 2 land parcels. |
NM — Not Meaningful
Other Results of Operations
Contingent Purchase Price Consideration
During the year ended December 31, 2016 we recognized $0.1 million in contingent purchase price consideration, which primarily related to releases from a holdback escrow for unit renovations at one of our SHOPs, partially offset by the settlement of certain property operating expenses related to vacancy escrow agreements at one acquisition which resulted in us making payments to the seller. We had no contingent purchase price consideration recognized during the year ended December 31, 2017.
Impairment on Sale of Real Estate Investments
We incurred $19.0 million of impairment charges for the year ended December 31, 2017. During 2017, there were six held for use properties for which we reconsidered the projected cash flows for these properties. As a result, we evaluated the impact on our ability to recover the carrying value of such properties based on the expected cash flows over our intended holding period. We determined that the carrying value of six of the held for use properties exceeded their estimated fair values and, as a result, recognized the impairment charge. Impairment related to the sale of real estate investments during the year ended December 31, 2016 related to two real estate investments held for sale with an accepted sales price less than the carrying value. This resulted in an impairment of $0.4 million during the period.
Operating Fees to Related Parties
Operating fees to related parties increased $1.7 million to $22.3 million for the year ended December 31, 2017 from $20.6 million for the year ended December 31, 2016.
Our Advisor and Property Manager are paid for asset management and property management services for managing our properties on a day-to-day basis. Effective February 17, 2017, we pay a base management fee equal to $1.6 million per month, while the variable portion of the base management fee is equal, per month, to one twelfth per month of 1.25% of the cumulative net proceeds of any equity raised (excluding DRIP proceeds) subsequent to February 17, 2017. During the year ended December 31, 2016, our asset management fee was equal to a percentage of the lesser of (a) cost of assets and (b) fair value of assets. Asset management fees increased $0.5 million to $19.2 million for the year ended December 31, 2017 from $17.6 million for the year ended December 31, 2016.
We incurred $3.1 million and $3.0 million in property management fees during the years ended December 31, 2017 and December 31, 2016, respectively. Property management fees increase or decrease in direct correlation with gross revenues of the properties managed.
See Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements provides detail on our fees and expense reimbursements.
59
Acquisition and Transaction Related Expenses
Acquisition and transaction related expenses generally increase in direct correlation with the number and contract purchase price of properties acquired or sold during the period and the level of activity surrounding any contemplated transaction or strategic process. Acquisition and transaction related expenses of $3.0 million for the year ended December 31, 2017. Acquisition and transaction related expenses of approximately $3.2 million for the year ended December 31, 2016, primarily related to the Board's evaluation of potential strategic alternatives and costs associated with property acquisitions.
General and Administrative Expenses
General and administrative expenses increased $3.6 million to $15.7 million for the year ended December 31, 2017 compared to $12.1 million for the year ended December 31, 2016, which includes $8.1 million and $5.1 million incurred in expense reimbursements and distributions on partnership units of the OP designated as "Class B Units" ("Class B Units") to related parties. General and administrative expenses primarily relate to professional fees for audit, transfer agent and legal services as well as certain expenses reimbursed to related parties.
Depreciation and Amortization Expenses
Depreciation and amortization expense decreased $21.3 million to $77.6 million for the year ended December 31, 2017 from $98.9 million for the year ended December 31, 2016. Same Store depreciation and amortization decreased $22.2 million, of which $15.5 million was related to the Same Store SHOP portfolio. This change was primarily attributed to several intangible assets becoming fully amortized in late 2016 as well as lower depreciation base in 2017 due to the $19.0 million asset impairment discussed above.
Interest Expense
Interest expense increased $10.4 million to $30.3 million for the year ended December 31, 2017 from $19.9 million for the year ended December 31, 2016. The increase in interest expense is related to higher overall outstanding debt including new borrowings under the Fannie Mae Facilities. Our increased outstanding debt also includes a multi-property mortgage loan with Capital One, National Association, along with certain other lenders, that was entered into June 30, 2017 for $250.0 million (the "MOB Loan") and an $82.0 million multi-property mortgage loan (the "Bridge Loan") entered into in December 2017.
Our interest expense in future periods will vary based on our level of future borrowings, the cost of borrowings and the opportunity to acquire real estate assets which meet our investment objectives.
Interest and Other Income
Interest and other income increased to approximately $0.3 million for the year ended December 31, 2017 from approximately $47 thousand for the year ended December 31, 2016. Interest and other income includes income from our investment securities and interest income earned on cash and cash equivalents held during the period. The increase resulted from the recognition of a prospective buyer's non-refundable deposit on an unconsummated sale of a vacant land parcel during the year ended December 31, 2017.
Loss on Non-Designated Derivative Instruments
Loss on non-designated derivative instruments for the year ended December 31, 2017 related to interest rate caps that are designed to protect us from adverse interest rate changes in connection with our Fannie Credit Facilities, which have floating interest rates. The 2017 loss of approximately $0.2 million reflects mark-to-market fair value adjustments for the interest rate caps, which have not been designated as cash flow hedges.
Gain on Sale of Real Estate Investment
Gain on Sale of Real Estate Investments decreased to $0.4 million for the year ended December 31, 2017 from $1.3 million for the year ended December 31, 2016. Gain on sale of real estate investments for both years resulted from single disposition transactions. The gains resulted from sales of real estate in San Diego and Santa Clara, California in the years ended 2017 and 2016, respectively.
Gain on Asset Acquisition
Gain on Asset Acquisition for the year ended December 31, 2017 of $0.3 million resulted from the transfer of operations of 12 operating entities on June 8, 2017. See Note 3 — Real Estate Investments for further details.
Gain on Sale of Investment Securities
Gain on sale of investment securities for the year ended December 31, 2016 of $0.1 million resulted from the sale of our investments in preferred stock with a cost basis of $1.1 million. We sold all of our investment securities in 2016 and, therefore, no longer have any investment securities as of December 31, 2017.
60
Income Tax Benefit/(Expense)
Income tax benefit expense of $(0.6) million and income tax benefit of $2.1 million for the years ended December 31, 2017 and December 31, 2016 primarily related to changes in deferred tax assets or liabilities generated by temporary differences and current period net operating income associated with our TRS. Income taxes generally relate to our SHOPs, which are leased by our TRS.
On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was signed into law. The TCJA includes many changes to existing tax law, including a reduction in the maximum federal corporate income tax rate from 35% to 21%. This reduction in rate became effective on January 1, 2018. Due to this reduction in rate, we have reduced the value of our TRS’ deferred tax assets which results in additional income tax expense of $2.0 million in the year ended December 31, 2017.
Net Loss Attributable to Non-Controlling Interests
Net income attributable to non-controlling interests was approximately $0.2 million and approximately $0.1 million for the years ended December 31, 2017 and 2016, respectively, which represents the portion or our net income that is related to limited partner interests in the OP ("OP Units") and non-controlling interest holders.
61
Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015
Net loss attributable to stockholders was $20.9 million and $41.7 million for the years ended December 31, 2016 and 2015, respectively. The following table shows our consolidated results of operations for the years ended December 31, 2016 and 2015 and the period to period change by line item of the consolidated statement of operations:
Year Ended December 31, | Increase (Decrease) | ||||||||||||||
(Dollar amounts in thousands) | 2016 | 2015 | $ | % | |||||||||||
Revenues: | |||||||||||||||
Rental income | $ | 103,375 | $ | 93,218 | $ | 10,157 | 10.9 | % | |||||||
Operating expense reimbursements | 15,876 | 12,759 | 3,117 | 24.4 | % | ||||||||||
Resident services and fee income | 183,177 | 140,901 | 42,276 | 30.0 | % | ||||||||||
Contingent purchase price consideration | 138 | 612 | (474 | ) | (77.5 | )% | |||||||||
Total revenues | 302,566 | 247,490 | 55,076 | 22.3 | % | ||||||||||
Operating expenses: | |||||||||||||||
Property operating and maintenance | 172,077 | 125,573 | 46,504 | 37.0 | % | ||||||||||
Impairment charges | 389 | — | 389 | NM | |||||||||||
Operating fees to related parties | 20,583 | 12,191 | 8,392 | 68.8 | % | ||||||||||
Acquisition and transaction related | 3,163 | 14,679 | (11,516 | ) | (78.5 | )% | |||||||||
General and administrative | 12,105 | 9,733 | 2,372 | 24.4 | % | ||||||||||
Depreciation and amortization | 98,886 | 120,924 | (22,038 | ) | (18.2 | )% | |||||||||
Total expenses | 307,203 | 283,100 | 24,103 | 8.5 | % | ||||||||||
Operating loss | (4,637 | ) | (35,610 | ) | 30,973 | 87.0 | % | ||||||||
Other income (expense): | |||||||||||||||
Interest expense | (19,881 | ) | (10,356 | ) | (9,525 | ) | (92.0 | )% | |||||||
Interest and other income | 47 | 582 | (535 | ) | (91.9 | )% | |||||||||
Gain on non-designated derivative instruments | 31 | — | 31 | NM | |||||||||||
Gain on sale of real estate investment | 1,330 | — | 1,330 | NM | |||||||||||
Gain on sale of investment securities | 56 | 446 | (390 | ) | (87.4 | )% | |||||||||
Total other expenses | (18,417 | ) | (9,328 | ) | (9,089 | ) | (97.4 | )% | |||||||
Loss before income taxes | (23,054 | ) | (44,938 | ) | 21,884 | 48.7 | % | ||||||||
Income tax benefit | 2,084 | 2,978 | (894 | ) | (30.0 | )% | |||||||||
Net loss | (20,970 | ) | (41,960 | ) | 20,990 | 50.0 | % | ||||||||
Net income attributable to non-controlling interests | 96 | 219 | (123 | ) | (56.2 | )% | |||||||||
Net loss attributable to stockholders | $ | (20,874 | ) | $ | (41,741 | ) | $ | 20,867 | 50.0 | % | |||||
_______________
NM — Not Meaningful
62
Segment Results
On January 1, 2015, we owned 118 properties (our "Same Store" properties), including two vacant land parcels. We acquired 48 properties during the period from January 1, 2015 through December 31, 2016 (our "Acquisitions"), including one property under development. No properties were acquired during the year ended December 31, 2016. Information based on Same Store and Acquisitions allows us to evaluate the performance of our portfolio based on a consistent population of properties. Our results of operations for the year ended December 31, 2016 as compared to the year ended December 31, 2015 reflect significant increases in most categories primarily due to our Acquisitions.
Segment Results — Medical Office Buildings
Rental income is primarily related to contractual rent received from tenants in our MOBs. Generally, operating expense reimbursements increase in proportion with the increase in property operating expenses in our MOB segment. Pursuant to many of our lease agreements in our MOBs, tenants are required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent. Property operating and maintenance relates to the costs associated with our properties, including real estate taxes, utilities, repairs, maintenance, bad debt expense and unaffiliated third party property management fees.
During the year ended December 31, 2016, rental income, operating expense reimbursements and property operating and maintenance expense decreased at the Same Store properties in our MOB segment as compared to the year ended December 31, 2015, primarily due to a tenant lease termination in May 2015 at The Hospital at Craig Ranch located in McKinney, Texas.
During the year ended December 31, 2016, rental income, operating expense reimbursements and property operating and maintenance expense at our MOB segment Acquisitions increased significantly as compared to the year ended December 31, 2015 primarily due to our acquisition of 31 MOBs from January 1, 2015 through December 31, 2016.
The following table presents the revenue and property operating and maintenance expense and the period to period change within our MOB segment for the years ended December 31, 2016 and 2015:
Same Store(1) | Acquisitions(2) | Segment Total(3) | |||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||
(Dollar amounts in thousands) | 2016 | 2015 | $ | % | 2016 | 2015 | $ | % | 2016 | 2015 | $ | % | |||||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 43,094 | $ | 43,931 | $ | (837 | ) | (2 | )% | $ | 22,900 | $ | 12,234 | $ | 10,666 | 87 | % | $ | 65,994 | $ | 56,165 | $ | 9,829 | 18 | % | ||||||||||||||||||||
Operating expense reimbursements | 9,901 | 10,546 | (645 | ) | (6 | )% | 5,026 | 2,065 | 2,961 | 143 | % | 14,927 | 12,611 | 2,316 | 18 | % | |||||||||||||||||||||||||||||
Total revenues | 52,995 | 54,477 | (1,482 | ) | (3 | )% | 27,926 | 14,299 | 13,627 | 95 | % | 80,921 | 68,776 | 12,145 | 18 | % | |||||||||||||||||||||||||||||
Property operating and maintenance | 15,571 | 16,734 | (1,163 | ) | (7 | )% | 8,243 | 3,600 | 4,643 | 129 | % | 23,814 | 20,334 | 3,480 | 17 | % | |||||||||||||||||||||||||||||
NOI | $ | 37,424 | $ | 37,743 | $ | (319 | ) | (1 | )% | $ | 19,683 | $ | 10,699 | $ | 8,984 | 84 | % | $ | 57,107 | $ | 48,442 | $ | 8,665 | 18 | % | ||||||||||||||||||||
_______________
(1) | Our MOB segment included 50 Same Store properties. |
(2) | Our MOB segment included 31 Acquisition properties, including one property sold during the year ended December 31, 2016. |
(3) | Our MOB segment included 81 properties during the year ended December 31, 2016, including one property sold during the period. |
NM — Not Meaningful
The following table presents the number of Same Store MOBs, average occupancy and annualized straight line rental income per rented square foot for single- and multi-tenant MOBs in our MOB segment for the periods presented:
Number of Same Store Properties | Average Occupancy for the Years Ended December 31, | Annualized Straight Line Rental Income Per Rented Square Foot as of December 31, | |||||||||||||||
Type of Same Store MOB | 2016 | 2015 | 2016 | 2015 | |||||||||||||
Single-tenant MOBs | 16 | 100.0 | % | 100.0 | % | $ | 21.55 | $ | 21.53 | ||||||||
Multi-tenant MOBs | 34 | 82.6 | % | 87.5 | % | 22.64 | 22.76 | ||||||||||
Total/Weighted-Average | 50 | 87.7 | % | 91.2 | % | $ | 22.28 | $ | 22.35 | ||||||||
63
Segment Results — Triple Net Leased Healthcare Facilities
Rental income is primarily related to contractual rent received from tenants in our triple-net leased healthcare facilities. Operating expense reimbursements in our triple net leased healthcare facilities segment generally includes reimbursement for property operating expenses that we pay on behalf of tenants in this segment. Pursuant to many of our lease agreements in our triple net leased healthcare facilities, tenants are generally directly responsible for all operating costs of the respective properties in addition to base rent. Property operating and maintenance relates to the costs associated with our properties, including real estate taxes, utilities, repairs, maintenance and bad debt expense. All of such expenses, except for bad debt expense, are generally reimbursed by the tenants in this segment.
During the year ended December 31, 2016, rental income decreased and operating expense reimbursements and property operating and maintenance expense increased at the Same Store properties in our triple net leased healthcare segment as compared to the year ended December 31, 2015. The decrease in rental income was primarily due to the sale of two properties from this segment during the year ended December 31, 2016 and the amendments to leases with two tenants that occupy 15 of our triple net leased healthcare facilities which provided reductions in monthly rental amounts due (the "Rent Reduction Amendments").
Further, in November 2016, we removed one of the tenants that occupied six of the properties subject to the Rent Reduction Amendments and transitioned the operations of such properties to an independent third party operator (the "Transitional Operator") who will operate the properties on our behalf until we (i) identify and execute leases with new tenants or (ii) divest the properties. According to the terms of the operating agreement with the Transitional Operator, in the event the Transitional Operator produces excess cash flow from the operations of the properties, the Transitional Operator would provide such excess cash flow to us, in the form of rental payments, as was determined in the now terminated leases subject to the Rent Reduction Amendments. In an instance where the Transitional Operator provides excess cash flow that exceeds the monthly rental amounts due under the now terminated leases subject to the Rent Reduction Amendments, we would apply such excess amounts to outstanding rents of the previous tenant. Conversely, in the event that the Transitional Operator does not produce sufficient cash flows to operate the properties, we will fund such operating shortfalls to maintain the ongoing operations of the properties. In exchange for services provided, the Transitional Operator is entitled to a management fee based on a percentage of gross property revenues, as well as reimbursement for other approved administrative and ancillary expenses.
The increase in operating expense reimbursements is primarily due to higher property operating expenses at one property where we are reimbursed for property operating expenses that we pay on behalf of the tenant, as well as late fee revenue that was assessed to tenants with aged receivables. The increase in property operating and maintenance expense is primarily related to real estate taxes which remain unpaid by tenants in certain of our triple net leased healthcare facilities, the write-off of cash and straight-line rent receivables from a tenant at six of our skilled nursing facilities whose leases were terminated, the write-off of straight-line rent receivable for a tenant at 15 of our triple net leased seniors housing communities and an increase in bad debt reserve percentages to reflect our uncertainty of the collectability of rental payments from certain tenants within this segment during the year ended December 31, 2016.
During the year ended December 31, 2016, rental income increased and property operating and maintenance expense and operating expense reimbursements decreased at our triple net leased healthcare facilities segment Acquisitions as compared to the year ended December 31, 2015. The increase in rental income was primarily due to our acquisition of eight triple net leased healthcare facilities from January 1, 2015 through December 31, 2016, with the increase being partially offset by decreases due to tenant lease terminations in August 2015 at the Specialty Hospital portfolio located in Mesa and Sun City, Arizona (the "Specialty Hospital Terminations"). The decreases in property operating and maintenance expense and operating expense reimbursements were also due to the Specialty Hospital Terminations.
64
The following table presents the revenue and property operating and maintenance expense and the period to period change within our triple net leased healthcare facilities segment for the years ended December 31, 2016 and 2015:
Same Store (1) | Acquisitions (2) | Segment Total (3) | |||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||
(Dollar amounts in thousands) | 2016 | 2015 | $ | % | 2016 | 2015 | $ | % | 2016 | 2015 | $ | % | |||||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 31,358 | $ | 34,007 | $ | (2,649 | ) | (8 | )% | $ | 6,016 | $ | 3,046 | $ | 2,970 | 98 | % | $ | 37,374 | $ | 37,053 | $ | 321 | 1 | % | ||||||||||||||||||||
Operating expense reimbursements | 949 | 78 | 871 | NM | — | 70 | (70 | ) | NM | 949 | 148 | 801 | NM | ||||||||||||||||||||||||||||||||
Total revenues | 32,307 | 34,085 | (1,778 | ) | (5 | )% | 6,016 | 3,116 | 2,900 | 93 | % | 38,323 | 37,201 | 1,122 | 3 | % | |||||||||||||||||||||||||||||
Property operating and maintenance | 18,242 | 4,833 | 13,409 | 277 | % | 570 | 1,873 | (1,303 | ) | NM | 18,812 | 6,706 | 12,106 | 181 | % | ||||||||||||||||||||||||||||||
NOI | $ | 14,065 | $ | 29,252 | $ | (15,187 | ) | (52 | )% | $ | 5,446 | $ | 1,243 | $ | 4,203 | 338 | % | $ | 19,511 | $ | 30,495 | $ | (10,984 | ) | (36 | )% | |||||||||||||||||||
_______________
(1) | Our triple net leased healthcare facilities segment included 36 Same Store properties, including two properties sold during the year ended December 31, 2016. |
(2) | Our triple net leased healthcare facilities segment included 8 Acquisition properties. |
(3) | Our triple net leased healthcare facilities segment included 44 properties during the year ended December 31, 2016, including two properties sold during the period. |
Revenues for our triple-net leased healthcare facilities generally consist of fixed rental amounts (subject to annual contractual escalations) received from our tenants in accordance with the applicable lease terms and do not vary based on the underlying operating performance of the properties.
Segment Results — Seniors Housing Operating Properties
Resident services and fee income is generated in connection with rent and services offered to residents in our SHOPs depending on the level of care required, as well as fees associated with other ancillary services. Property operating and maintenance relates to the costs associated with our properties and professional fees, as well as costs related to caring for the residents in our SHOPs, including food, labor, and marketing expenses.
During the year ended December 31, 2016, resident services and fee income and property operating and maintenance expense increased at the Same Store properties in our SHOP segment as compared to the year ended December 31, 2015. The increase in resident services and fee income was primarily due to higher resident rental rates, while the increase in property operating and maintenance expense primarily related to property taxes and higher costs to care for the residents of our SHOPs.
During the year ended December 31, 2016, resident services and fee income and property operating and maintenance expense increased at our SHOP segment Acquisitions as compared to the year ended December 31, 2015 primarily due to our acquisition of eight SHOPs from January 1, 2015 through December 31, 2016.
65
The following table presents the revenue and property operating and maintenance expense and the period to period change within our SHOP segment for the years ended December 31, 2016 and 2015:
Same Store (1) | Acquisitions (2) | Segment Total (3) | ||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | Year Ended December 31, | Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
(Dollar amounts in thousands) | 2016 | 2015 | $ | % | 2016 | 2015 | $ | % | 2016 | 2015 | $ | % | ||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||
Resident services and fee income | $ | 137,722 | $ | 132,932 | $ | 4,790 | 4 | % | $ | 45,455 | $ | 7,969 | $ | 37,486 | NM | $ | 183,177 | $ | 140,901 | $ | 42,276 | 30 | % | |||||||||||||||||||||
Rental income | 7 | — | 7 | NM | — | — | — | NM | 7 | — | 7 | NM | ||||||||||||||||||||||||||||||||
Total revenues | 137,729 | 132,932 | 4,797 | 4 | % | 45,455 | 7,969 | 37,486 | NM | 183,184 | 140,901 | 42,283 | 30 | % | ||||||||||||||||||||||||||||||
Property operating and maintenance | 99,860 | 93,325 | 6,535 | 7 | % | 29,591 | 5,208 | 24,383 | NM | 129,451 | 98,533 | 30,918 | 31 | % | ||||||||||||||||||||||||||||||
NOI | $ | 37,869 | $ | 39,607 | $ | (1,738 | ) | (4 | )% | $ | 15,864 | $ | 2,761 | $ | 13,103 | NM | $ | 53,733 | $ | 42,368 | $ | 11,365 | 27 | % | ||||||||||||||||||||
_______________
(1) | Our SHOP segment included 30 Same Store properties. |
(2) | Our SHOP segment included 8 Acquisition properties. |
(3) | Our SHOP segment included 38 properties during the year ended December 31, 2016. |
NM — Not Meaningful
Other Results of Operations
Contingent Purchase Price Consideration
During the years ended December 31, 2016 and 2015, we recognized $0.1 million and $0.6 million, respectively, which primarily related to contingent purchase price consideration in connection with holdback and other vacancy escrow arrangements associated with two acquisitions. Contingent purchase price consideration during the year ended December 31, 2016 related to releases from a holdback escrow for unit renovations at one of our SHOPs, partially offset by the settlement of certain property operating expenses related to vacancy escrow agreements at one acquisition which resulted in us making payments to the seller. Contingent purchase price consideration during the year ended December 31, 2015 related to releases from escrow under a vacancy escrow arrangement at two of our MOBs. Based on facts and circumstances that existed at the time of acquisition, we determined that it was not probable that we would recover certain amounts placed into escrow under vacancy escrow agreements. However, the vacant leasable space under the vacancy escrow agreements was not occupied as of the agreed upon dates, which resulted in the return of escrowed funds to us and the recognition of contingent purchase price consideration.
Impairment on Sale of Real Estate Investments
Impairment on sale of real estate investments for the year ended December 31, 2016 related to two real estate investments held for sale with an accepted sale price less than the carrying value. The aggregate sale price of two real estate investments located in Kansas City, Missouri was $8.8 million, which resulted in an impairment of $0.4 million during the period. We had no impairment of real estate investments during the year ended December 31, 2015.
Operating Fees to Related Parties
Operating fees to related parties increased $8.4 million to $20.6 million for the year ended December 31, 2016 from $12.2 million for the year ended December 31, 2015. We pay our Advisor and Property Manager for asset management and property management services, respectively.
Prior to April 1, 2015, asset management fees were paid by us causing the OP to issue restricted performance based Class B Units to the Advisor. On May 12, 2015, we entered into an amendment to our advisory agreement which, among other things, provided that, effective April 1, 2015, the asset management fee became payable to the Advisor or its assignees in cash, in shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor, and is expensed as incurred. We granted 128,871 Class B Units at an issue price of $22.50 per unit for asset management services rendered during the year ended December 31, 2015 in lieu of paying for these services in cash. The asset management fee is based a percentage of the lesser of (a) cost of assets and (b) fair value of assets. Asset management fees increased $6.7 million to $17.6 million for the year ended December 31, 2016 from $10.9 million for the year ended December 31, 2015. The increase in the asset management fee is due to the amendment to the advisory agreement as well as an increase in the cost of assets for the year ended December 31, 2016, which was primarily related to our Acquisitions and capital expenditures during the period from January 1, 2015 through December 31, 2016.
66
We incurred $3.0 million in property management fees during the year ended December 31, 2016, a $1.7 million increase from the $1.3 million in property management fees incurred during the year ended December 31, 2015. Property management fees increase in direct correlation with gross revenues. The Property Manager elected to waive a portion of property management fees for the year ended December 31, 2015. For the year ended December 31, 2015, we would have incurred additional property management fees of $1.2 million had these fees not been waived.
Acquisition and Transaction Related Expenses
Acquisition and transaction related expenses of $3.2 million for the year ended December 31, 2016 primarily related to costs associated with a strategic review we conducted during the year ended December 31, 2016, costs associated with property acquisitions that will not be completed and costs associated with acquisitions consummated during the year ended December 31, 2015. Acquisition and transaction related expenses of $14.7 million for the year ended December 31, 2015 primarily related to our acquisition of 48 properties during the period. Acquisition and transaction related expenses generally increase in direct correlation with the number and contract purchase price of properties acquired during the period and the level of activity surrounding any contemplated transaction.
General and Administrative Expenses
General and administrative expenses increased $2.4 million to $12.1 million for the year ended December 31, 2016 from $9.7 million for the year ended December 31, 2015, including $5.1 million and $5.0 million, respectively, incurred from related parties. The increase was primarily driven by professional fees incurred to support our larger real estate portfolio.
Depreciation and Amortization Expenses
Depreciation and amortization expense decreased $22.0 million to $98.9 million for the year ended December 31, 2016 from $120.9 million for the year ended December 31, 2015. Same Store depreciation and amortization decreased $43.0 million primarily due to the expiration of the estimated useful lives of in-place leases recorded at acquisition, partially offset by increases of $20.8 million in depreciation and amortization related to our Acquisitions and $0.2 million related to internally developed corporate software that was capitalized and put into service in April 2015.
Interest Expense
Interest expense increased $9.5 million to $19.9 million for the year ended December 31, 2016 from $10.4 million for the year ended December 31, 2015. Interest expense related to our mortgage notes payable increased $1.6 million related to our higher average mortgage notes payable balance of $150.7 million during the year ended of December 31, 2016, compared to the $96.6 million average balance during the year ended December 31, 2015, as well as the associated increases in amortization of deferred financing costs and accretion of mortgage discounts, partially offset by increased amortization of mortgage premiums.
We entered into the Revolving Credit Facility with available borrowings of $50.0 million in March 2014. In April 2014, June 2015 and July 2015 we entered into amendments which increased available borrowings to $200.0 million, $500.0 million and $565.0, million respectively. Interest expense related to the Revolving Credit Facility increased $7.5 million primarily as a result of higher amortization of deferred financing costs as a result of the amendments and increases to the Revolving Credit Facility, as well as higher interest payments due to an average outstanding balance on the Revolving Credit Facility of $449.4 million during the year ended December 31, 2016 compared to the $118.5 million average balance during the year ended December 31, 2015, partially offset by lower unused fees and interest expense arising from a write-off of deferred financing costs during the year ended December 31, 2015. There were no such write-offs during the year ended December 31, 2016.
We entered into the Fannie Credit Facilities and borrowed $60.0 million in October 2016. Interest expense related to the Fannie Credit Facilities of $0.4 million related to interest incurred on the outstanding balances and the amortization of deferred financing costs.
We view a mix of secured and unsecured financing sources as an efficient and accretive means to acquire properties and manage working capital. Our interest expense in future periods will vary based on our level of future borrowings, the cost of borrowings and the opportunity to acquire real estate assets which meet our investment objectives.
Interest and Other Income
Interest and other income decreased $0.5 million to approximately $47,000 for the year ended December 31, 2016 from $0.6 million for the year ended December 31, 2015. Interest and other income includes income from investment securities and interest income earned on cash and cash equivalents held during the period. During the years ended December 31, 2016 and 2015, we sold all of our positions in preferred stock, common stock, real estate income funds and our investment in a senior note, which resulted in a decrease in dividend and interest income from our investment portfolio during the year ended December 31, 2016.
67
Gain on Non-Designated Derivative Instruments
Gain on non-designated derivative instruments for the year ended December 31, 2016 related to interest rate caps that are designed to protect us from adverse interest rate changes in connection with the Fannie Credit Facilities, which have floating interest rates. The gain of approximately $31,000 reflects mark-to-market fair value adjustments for the interest rate caps, which have not been designated as cash flow hedges.
Gain on Sale of Real Estate Investment
Gain on sale of real estate investment for the year ended December 31, 2016 related to the sale of a real estate investment located in Santa Rosa, California for $17.5 million, which resulted in a gain of $1.3 million during the period. We did not sell any of our real estate investments during the year ended December 31, 2015 and therefore had no gain on sale of real estate investment for such period.
Gain on Sale of Investment Securities
Gain on sale of investment securities for the year ended December 31, 2016 of $0.1 million resulted from selling our investments in preferred stock with a cost basis of $1.1 million. Gain on sale of investment securities for the year ended December 31, 2015 of $0.4 million resulted from our selling of certain of our investments in preferred stock, common stock and real estate income funds and our investment in a senior note with a cost basis of $18.8 million.
Income Tax Benefit/(Expense)
Income tax benefit of $2.1 million and $3.0 million for the years ended December 31, 2016 and 2015, respectively, related to deferred tax assets generated by current period net operating losses associated with our TRS. These deferred tax assets are partially offset by other income tax expenses incurred during the same period. Income taxes generally relate to our SHOPs, which are leased by our TRS.
Net Loss Attributable to Non-Controlling Interests
Net loss attributable to non-controlling interests of $0.1 million and $0.2 million for the years ended December 31, 2016 and 2015, respectively, represents the portion of our net income or net loss that is related to OP Unit and non-controlling interest holders.
Cash Flows From Operating Activities
During the year ended December 31, 2017, net cash provided by operating activities was $64.0 million. The level of cash flows used in or provided by operating activities is affected by the number of properties owned, the performance of those properties, the timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments and the level of operating expenses. Cash flows provided by operating activities during the year ended December 31, 2017 included a deduction of $3.0 million for acquisition and transaction related costs. Cash inflows related to a net loss adjusted for non-cash items of $71.4 million (net loss of $42.7 million adjusted for non-cash items including depreciation and amortization of tangible and identifiable intangible real estate assets, deferred financing costs and mortgage premiums and discounts, equity based compensation, bad debt expense, gain on non-designated derivative instruments, gain on sale of investment securities and net gain on sales of real estate investments of $114.1 million), an increase of $0.5 million in deferred rent and a net increase in accounts payable and accrued expenses of $8.7 million primarily related to accrued professional fees, real estate and income taxes and property operating expenses for our MOBs and SHOPs, as well as accrued related party expense reimbursements and interest expense. These cash inflows were partially offset by a net increase in prepaid and other assets of $10.3 million due to rent, other receivables, prepaid real estate taxes and insurance and utility deposits, and a net increase of $6.2 million in unbilled receivables recorded in accordance with straight-line basis accounting.
68
During the year ended December 31, 2016, net cash provided by operating activities was $79.4 million. The level of cash flows used in or provided by operating activities is affected by the number of properties owned, the performance of those properties, the timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments and the level of operating expenses. Cash flows provided by operating activities during the year ended December 31, 2016 included a deduction of $3.2 million for acquisition and transaction related costs. Cash inflows related to a net loss adjusted for non-cash items of $95.2 million (net loss of $21.0 million adjusted for non-cash items including depreciation and amortization of tangible and identifiable intangible real estate assets, deferred financing costs and mortgage premiums and discounts, equity based compensation, bad debt expense, gain on non-designated derivative instruments, gain on sale of investment securities and net gain on sales of real estate investments of $116.2 million), a $0.7 million decrease in restricted cash related to real estate tax and insurance escrows on mortgaged properties, an increase of $0.6 million in deferred rent and a net increase in accounts payable and accrued expenses of $0.5 million primarily related to accrued professional fees, real estate and income taxes and property operating expenses for our MOBs and SHOPs, as well as accrued related party expense reimbursements and interest expense. These cash inflows were partially offset by a net increase in prepaid and other assets of $9.5 million due to rent, other receivables, prepaid real estate taxes and insurance and utility deposits, and a net increase of $8.2 million in unbilled receivables recorded in accordance with straight-line basis accounting.
During the year ended December 31, 2015, net cash provided by operating activities was $65.8 million. The level of cash flows used in or provided by operating activities is affected by the number of properties owned, the performance of those properties, the timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments and the level of operating expenses. Cash flows provided by operating activities during the year ended December 31, 2015 included $14.7 million of acquisition and transaction related costs. Cash inflows related to a net loss adjusted for non-cash items of $87.6 million (net loss of $42.0 million adjusted for non-cash items including depreciation and amortization of tangible and identifiable intangible real estate assets, deferred financing costs and mortgage premiums and discounts, equity based compensation, bad debt expense and gain on sale of investment securities of $129.5 million), an increase in accounts payable and accrued expenses of $5.2 million primarily related to accrued professional fees, real estate taxes and property operating expenses for our MOBs and SHOPs, as well as accrued related party property management fees and reimbursements and interest expense and an increase of $1.3 million in deferred rent. These cash inflows were partially offset by a net increase in prepaid and other assets of $12.9 million due to rent, other receivables, prepaid real estate taxes and insurance and utility deposits, as well as a net increase of $12.5 million in unbilled receivables recorded in accordance with straight-line basis accounting and a $2.9 million increase in restricted cash related to tenant deposits, real estate tax and insurance escrows on mortgaged properties.
Cash Flows From Investing Activities
Net cash used in investing activities during the year ended December 31, 2017 was $194.4 million. The cash used in investing activities included $188.9 million for investments in real estate, including the asset purchase from American Realty Capital Healthcare Trust III, Inc. (see Note 9 — Related Party Transactions and Arrangements), and to fund the ongoing development property in Jupiter, Florida, as well as $8.3 million of capital expenditures. These cash outflows were partially offset by proceeds from the sale of real estate of $0.8 million, proceeds from asset acquisitions of $0.9 million and proceeds from a deposit for a potential real estate sale of $1.1 million.
Net cash used in investing activities during the year ended December 31, 2016 was $19.1 million. The cash used in investing activities included $38.7 million to fund the ongoing development property in Jupiter, Florida as well as $7.5 million of capital expenditures. These cash outflows were partially offset by proceeds from the sale of real estate of $25.9 million, proceeds from the sale of investment securities of $1.1 million and proceeds from a deposit for a potential real estate sale of $0.1 million.
Net cash used in investing activities during the year ended December 31, 2015 was $556.8 million. The cash used in investing activities primarily included $570.1 million to acquire 48 properties. Net cash used in investing activities also included $6.9 million of capital expenditures and $0.1 million for the purchase of investment securities, partially offset by $19.3 million in proceeds from the sale of investment securities and $1.0 million in returned deposits from unconsummated real estate acquisitions.
Cash Flows From Financing Activities
Net cash provided by financing activities of $199.8 million during the year ended December 31, 2017 related to the aggregate proceeds from the Revolving Credit Facility and Fannie Credit Facilities of $380.2 million, proceeds from mortgage notes payable of $336.9 million and contributions from non-controlling interest holders of $0.5 million. These cash inflows were partially offset by distributions to stockholders of $76.7 million, net of proceeds received pursuant to the DRIP of net of proceeds received pursuant to the DRIP of $61.2 million, repayments on the Revolving Credit Facility of $326.8 million, common stock repurchases of $33.6 million, mortgage principal repayments of $65.3 million, payments of deferred financing costs of $14.4 million, distributions to non-controlling interest holders of $0.6 million and payments for non-designated derivative instruments of approximately $0.2 million.
69
Net cash used in financing activities of $55.6 million during the year ended December 31, 2016 related to distributions to stockholders of $75.4 million, repayments on the Revolving Credit Facility of $55.0 million, common stock repurchases of $12.2 million, mortgage principal repayments of $15.7 million, payments of deferred financing costs of $3.0 million, distributions to non-controlling interest holders of $0.7 million and payments for non-designated derivative instruments of approximately $30,000. These cash outflows were partially offset by aggregate proceeds from the Revolving Credit Facility and Fannie Credit Facilities of $106.5 million.
Net cash provided by financing activities of $332.9 million during the year ended December 31, 2015 related to proceeds from the Revolving Credit Facility of $440.0 million to fund acquisitions and contributions from non-controlling interest holders of $0.5 million. These cash inflows were partially offset by distributions to stockholders, net of proceeds received pursuant to the DRIP of $66.2 million, Revolving Credit Facility payments of $10.0 million, common stock repurchases of $10.4 million, payments of deferred financing costs of $13.3 million, mortgage payments of $6.4 million, offering costs paid of $0.6 million and distributions to non-controlling interest holders of $0.7 million.
Liquidity and Capital Resources
As of December 31, 2017, we had $94.2 million of cash and cash equivalents. We are subject to a covenant that the aggregate amount of all our unrestricted cash and cash equivalents must be equal to at least $30.0 million at all times. Our principal demands for cash will be for funding our ongoing development project, acquisitions, and capital expenditures, the payment of our operating and administrative expenses, debt service obligations (including principal repayment) and share repurchases and distributions to our stockholders.
We expect to fund our future short-term operating liquidity requirements, including distributions, through a combination of current cash on hand, proceeds from DRIP, net cash provided by our property operations and proceeds from the Revolving Credit Facility, the Fannie Credit Facilities and other secured financings. Other potential future sources of capital include proceeds from secured and unsecured financings from banks or other lenders, proceeds from public and private offerings, proceeds from the sale of properties and undistributed funds from operations, if any.
American Realty Capital Healthcare Trust III, Inc. Asset Purchase
On December 22, 2017, we purchased 19 properties from HT III in the Asset Purchase. Concurrently, we borrowed approximately $45.0 million under the Revolving Credit Facility and added 15 properties, including 14 of the 19 properties purchased in the Asset Purchase, to the pool of eligible unencumbered real estate assets comprising the borrowing base under the Revolving Credit Facility. This advance was used to fund a portion of the amount required to complete the Asset Purchase.
At the closing of the Asset Purchase, we paid HT III $108.4 million, representing the purchase price under the Purchase Agreement of $120.0 million, less (i) $0.7 million reflecting prorations and closing adjustments in accordance with the Purchase Agreement, (ii) $4.9 million reflecting the outstanding principal amount of the loan secured by HT III’s Philip Center property assumed by us at the closing in accordance with the Purchase Agreement, and (iii) $6.0 million deposited by us into an escrow account in accordance with the Purchase Agreement. This escrow amount, less any amounts paid or reserved for pending or unsatisfied indemnification claims that we may make pursuant to the Purchase Agreement, will be released to HT III in installments over a period of 14 months following the closing. In addition, we incurred $1.2 million in closing and other transaction costs. As of December 31, 2017 we have a $196,000 net payable to HT III included on our Consolidated Balance Sheet.
Financings
As of December 31, 2017, our total debt leverage ratio (total debt divided by total assets) was approximately 40.1% and we had total borrowings of $950.2 million, at a weighted average interest rate of 3.93%. As of December 31, 2016, we had total borrowings of $625.3 million. We expect to increase our leverage over time and utilize proceeds from our Revolving Credit Facility and our Fannie Mae Master Credit Facilities as well as other new and current secured financings to complete future property acquisitions. Such actions may require us to pledge some or all of our unencumbered properties as security for that debt. The gross carrying value of unencumbered assets as of December 31, 2017 was $436.8 million. We may borrow if we need funds to satisfy the REIT tax qualifications requirement that we generally distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP, determined without regard to the deduction for dividends paid and excluding net capital gain). We also may borrow if we otherwise deem it necessary or advisable to assure that we maintain our qualification as a REIT.
On June 30, 2017, we entered into the MOB Loan and borrowed $250.0 million secured by 32 of our properties. We applied $175.0 million of the MOB Loan proceeds to repay amounts outstanding under our Revolving Credit Facility and obtained a release of certain of the mortgaged properties securing the MOB Loan from the borrowing base under the Revolving Credit Facility. The MOB Loan requires us to pay interest on a monthly basis with the principal balance due on the maturity date of June 30, 2022. As of December 31, 2017, we were in compliance with the financial covenants under the MOB Loan.
70
In October 2017, we paid down $104.8 million of the outstanding balance on our Revolving Credit Facility in conjunction with the $154.0 million expansion of our Fannie Credit Facilities. In November 2017, we added 13 real estate assets to the borrowing base of the Revolving Credit Facility and subsequently borrowed $54.0 million thereunder. In December 2017, as discussed above, we borrowed approximately $45.0 million under the Revolving Credit Facility to fund a portion of the amount required to complete the Asset Purchase. Later in December 2017, we entered into the $82 million Bridge Loan, the net proceeds of which were primarily used to repay $35.0 million outstanding under the Revolving Credit Facility. The Bridge Loan has a floating interest rate equal to one-month LIBOR plus 2.5% per annum and a maturity date of December 28, 2019. Subject to meeting certain conditions, including a minimum debt yield and debt service coverage ratio, the Borrowers have the right to extend the maturity date for one year.
As of December 31, 2017, $239.7 million was outstanding under the Revolving Credit Facility and the unused borrowing capacity under the Revolving Credit Facility was $27.6 million. Availability of borrowings is based on a pool of eligible otherwise unencumbered real estate assets comprising the borrowing base thereunder. The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base of the Revolving Credit Facility are pledged for the benefit of the lenders thereunder. The Revolving Credit Facility also contains a subfacility for letters of credit of up to $25.0 million. The Revolving Credit Facility matures on March 21, 2019.
The Revolving Credit Facility requires us to meet certain financial covenants on a quarterly basis. The Advisor has elected to, without any interest accrual, defer cash payment of $1.7 million in certain fees and reimbursements due to the Advisor as of December 31, 2017. The Advisor’s deferral enabled us to comply with such covenants as of December 31, 2017. These deferred fees and reimbursements are due to the Advisor upon demand within two business days' written notice and no later than June 30, 2018. As of December 31, 2017, we were in compliance with the financial covenants under the Revolving Credit Facility. There can be no assurance that the Advisor will agree to defer future fees or reimbursements, including deferrals required to meet financial covenants per the Revolving Credit Facility.
As of December 31, 2017, $295.2 million was outstanding under the Fannie Credit Facilities. We may request future advances under the Fannie Credit Facilities by adding eligible properties to the collateral pool or by borrowing-up against the increased value of the collateral pool, subject to customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests. Future advances based on the increased value of the collateral pool may only occur during the first 5 years of the term and not more than one annually for each of the Fannie Credit Facilities.
On March 2, 2018, we incurred approximately $64.2 million in aggregate additional indebtedness under the Fannie Credit Facilities. Giving effect to this Advance, as of March 2, 2018, approximately $359.4 million was outstanding under the Fannie Credit Facilities. All of the $61.7 million of the net proceeds, after closing costs, of this advance were used to prepay a portion of the indebtedness under the Bridge Loan. Following this prepayment, as of March 2, 2018, approximately $20.3 million was outstanding under the Bridge Loan.
Acquisitions
On April 7, 2017, we, through a wholly-owned subsidiary of our OP, completed an acquisition of a single tenant, triple-net leased MOB for a contract purchase price of $12.5 million. The property is located in Lancaster, California and comprises 77,000 square feet. We accounted for the purchase as an asset acquisition.
On July 13, 2017, we, through a wholly-owned subsidiary of the OP, completed its acquisition of a single tenant, triple-net leased MOB for a contract purchase price of $13.5 million. The property is located in Canton, Georgia and comprises approximately 38,000 square feet. We accounted for the purchase as an asset acquisition.
On August 18, 2017, we, through a wholly-owned subsidiary of the OP, completed its acquisition of a single tenant, triple-net leased MOB for a contract purchase price of $7.0 million. The property is located in Big Rapids, Michigan and comprises approximately 20,000 square feet. We accounted for the purchase as an asset acquisition.
On September 28, 2017, we, through a wholly-owned subsidiary of the OP, completed its acquisition of a senior living facility for a contract purchase price of $20.8 million. The property is located in Evans, Georgia and comprises approximately 64,000 square feet. We accounted for the purchase as an asset acquisition.
On December 22, 2017, we completed the Asset Purchase, as described above. We accounted for the purchase as an asset acquisition.
As of February 28, 2018, we had $13.5 million in assets under two executed letters of intent. Pursuant to the terms of these letters of intent, our obligation to close upon these acquisitions is subject to certain conditions customary to closing, including the successful completion of due diligence and fully negotiated binding agreements. There can be no assurance that we will complete these acquisitions. We intend to use advances from our Revolving Credit Facility and the Fannie Credit Facilities to fund acquisitions.
71
Assets Held for Sale
In January 2017, we entered into an agreement to sell eight of our skilled nursing facility properties in Missouri for an aggregate contract purchase price of $44.1 million which would have been $42.0 million if closing had occurred in 2017. The purchase agreement provided for an extended closing period to include seven closing adjournment periods, each requiring a non-refundable deposit through the final closing adjournment date, September 28, 2018. Although we believe the sale of the Missouri SNF Properties is probable, there can be no assurance that the sale will be consummated per the terms of the Missouri SNF PSA or at all. See Note 3 - Real Estate Investments.
Share Repurchase Program
Our Board has adopted the SRP, which enables our stockholders to sell their shares to us under limited circumstances. At the time a stockholder requests a repurchase, we may, subject to certain conditions, repurchase the shares presented for repurchase for cash. There are limits on the number of shares we may repurchase under this program during any calendar year. We are only authorized to repurchase shares using the proceeds secured from our DRIP in any given period, although the Board has the power, in its sole discretion, to determine the number of shares repurchased during any period as well as the amount of funds to be used for that purpose.
On June 14, 2017, we announced that our Board approved and adopted an amended and restated SRP that superseded and replaced the existing SRP, effective as of July 14, 2017. Under the amended and restated SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of our common stock or received their shares from us (directly or indirectly) through one or more transactions would be considered for repurchase. Other terms and provisions of the amended and restated SRP remained consistent with the existing SRP, including that shares repurchased in connection with the death or disability of a stockholder will be repurchased at a purchase price equal to the then-current Estimated Per-Share NAV.
The following table reflects the number of shares repurchased cumulatively through December 31, 2017:
Number of Shares Repurchased | Average Price per Share | ||||||
Cumulative repurchases as of December 31, 2016 | 975,030 | $ | 23.73 | ||||
Year ended December 31, 2017 (1) | 1,554,768 | 21.61 | |||||
Cumulative repurchases as of December 31, 2017 (2) | 2,529,798 | $ | 22.43 | ||||
_____________________________
(1) Includes 1,554,768 shares repurchased during the year ended December 31, 2017 for approximately $33.6 million at a weighted average price per share of $21.61. Excludes rejected repurchase requests received during 2016 with respect to 2.3 million shares for $48.7 million at a weighted average price per share of $21.27 and 373,967 shares repurchased during January 2018 with respect to requests received following the death or qualifying disability of stockholders during the six months ended December 31, 2017 for approximately $8.0 million at a weighted average price per share of $21.45. In July 2017, following the effectiveness of the amendment and restatement of the SRP, the Board approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to September 30, 2017, which was equal to 267,723 shares repurchased for approximately $5.7 million at an average price per share of $21.47. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP.
Non-GAAP Financial Measures
This section includes non-GAAP financial measures including Funds from Operations ("FFO"), Modified Funds from Operations ("MFFO") and Net Operating Income ("NOI"). A description of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measure, which is net income, are provided below:
Funds from Operations and Modified Funds from Operations
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings, improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including, but not limited to, inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using the historical accounting convention for depreciation and certain other items may be less informative.
Because of these factors, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has published a standardized measure of performance known as FFO, which is used in the REIT industry as a supplemental performance measure. We believe FFO, which excludes certain items such as real estate-related depreciation and amortization, is an appropriate supplemental measure of a REIT's operating performance. FFO is not equivalent to our net income or loss as determined under GAAP.
We define FFO, a non-GAAP measure, consistent with the standards set forth in the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, but excluding gains or losses from sales of property and real estate related impairments, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures, if any, are calculated to reflect FFO on the same basis.
72
We believe that the use of FFO provides a more complete understanding of our performance to investors and to management, and reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.
Changes in the accounting and reporting promulgations under GAAP that were put into effect in 2009 subsequent to the establishment of NAREIT's definition of FFO, such as the change to expense as incurred rather than capitalize and depreciate acquisition fees and expenses incurred for business combinations, have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses, as items that are expensed under GAAP across all industries. These changes had a particularly significant impact on publicly registered, non-listed REITs, which typically have a significant amount of acquisition activity in the early part of their existence, particularly during the period when they are raising capital through ongoing initial public offerings.
Because of these factors, the Investment Program Association ("IPA"), an industry trade group, has published a standardized measure of performance known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered, non-listed REITs. MFFO is designed to be reflective of the ongoing operating performance of publicly registered, non-listed REITs by adjusting for those costs that are more reflective of acquisitions and investment activity, along with other items the IPA believes are not indicative of the ongoing operating performance of a publicly registered, non-listed REIT, such as straight-lining of rents as required by GAAP. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that, when compared year-over-year, both before and after we have deployed all of our offering proceeds and are no longer incurring a significant amount of acquisition fees or other related costs, it reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. MFFO is not equivalent to our net income or loss as determined under GAAP.
We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline") issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for acquisition fees and expenses and other items. In calculating MFFO, we follow the Practice Guideline and exclude acquisition fees and expenses, amortization of above and below market and other intangible lease assets and liabilities, amounts relating to straight-line rent adjustments (in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the lease and rental payments), contingent purchase price consideration, accretion of discounts and amortization of premiums on debt investments, mark-to-market adjustments included in net income, gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and adjustments for unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. We also exclude other non-operating items in calculating MFFO, such as transaction-related fees and expenses (which include costs associated with a strategic review we conducted during the year ended December 31, 2016) and capitalized interest.
We believe that, because MFFO excludes costs that we consider more reflective of acquisition activities and other non-operating items, MFFO can provide, on a going-forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance once our portfolio is stabilized. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry and allows for an evaluation of our performance against other publicly registered, non-listed REITs.
Not all REITs, including publicly registered, non-listed REITs, calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs, including publicly registered, non-listed REITs, may not be meaningful. Furthermore, FFO and MFFO are not indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as determined under GAAP as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with GAAP measurements as an indication of our performance. The methods utilized to evaluate the performance of a publicly registered, non-listed REIT under GAAP should be construed as more relevant measures of operational performance and considered more prominently than the non-GAAP measures, FFO and MFFO, and the adjustments to GAAP in calculating FFO and MFFO.
Neither the SEC, NAREIT, the IPA nor any other regulatory body or industry trade group has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, NAREIT, the IPA or another industry trade group may publish updates to the White Paper or the Practice Guideline or the SEC or another regulatory body could standardize the allowable adjustments across the publicly registered, non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO accordingly.
73
The table below reflects the items deducted from or added to net loss attributable to stockholders in our calculation of FFO and MFFO for the periods indicated. In calculating our FFO and MFFO, we exclude the impact of amounts attributable to our non-controlling interests.
Three Months Ended | Year Ended | |||||||||||||||||||
(In thousands) | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | December 31, 2017 | |||||||||||||||
Net loss attributable to stockholders (in accordance with GAAP) | $ | (6,139 | ) | $ | (4,716 | ) | $ | (24,136 | ) | $ | (7,557 | ) | $ | (42,548 | ) | |||||
Depreciation and amortization (1) | 20,240 | 19,068 | 18,814 | 18,441 | 76,563 | |||||||||||||||
Impairment charges | 35 | — | 18,958 | — | 18,993 | |||||||||||||||
Gain on sale of real estate investment | — | (438 | ) | — | — | (438 | ) | |||||||||||||
Gain on asset acquisition | — | — | — | (307 | ) | (307 | ) | |||||||||||||
Adjustments for non-controlling interests (2) | (99 | ) | (77 | ) | (175 | ) | (92 | ) | (443 | ) | ||||||||||
FFO attributable to stockholders | 14,037 | 13,837 | 13,461 | 10,485 | 51,820 | |||||||||||||||
Acquisition and transaction-related | 2,845 | 1,743 | (261 | ) | (1,341 | ) | 2,986 | |||||||||||||
Amortization of market lease and other lease intangibles, net | 119 | 76 | 27 | 14 | 236 | |||||||||||||||
Straight-line rent adjustments | (1,052 | ) | (367 | ) | (504 | ) | (1,243 | ) | (3,166 | ) | ||||||||||
Amortization of mortgage premiums and discounts, net | (440 | ) | (439 | ) | (400 | ) | (297 | ) | (1,576 | ) | ||||||||||
Loss on non-designated derivative instruments | 64 | 43 | 22 | 69 | 198 | |||||||||||||||
Capitalized construction interest costs | (418 | ) | (484 | ) | (566 | ) | (617 | ) | (2,085 | ) | ||||||||||
Adjustments for non-controlling interests (2) | (5 | ) | (4 | ) | 8 | 16 | 15 | |||||||||||||
MFFO attributable to stockholders | $ | 15,150 | $ | 14,405 | $ | 11,787 | $ | 7,086 | $ | 48,428 | ||||||||||
_______________
(1) Net of non-real estate depreciation and amortization.
(2) Represents the portion of the adjustments allocable to non-controlling interests.
Net Operating Income
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate. NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss).
We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. We use NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss).
NOI excludes certain components from net income (loss) in order to provide results that are more closely related to a property's results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.
The following table reflects the items deducted from or added to net loss attributable to stockholders in our calculation of Same Store and Acquisitions NOI for the year ended December 31, 2017:
(In thousands) | Same Store | Acquisitions | Dispositions | Non-Property Specific | Total | |||||||||||||||
Net income (loss) attributable to stockholders (in accordance with GAAP) | $ | 33,735 | $ | (11,158 | ) | $ | 411 | $ | (65,536 | ) | $ | (42,548 | ) | |||||||
Contingent purchase price consideration | — | — | — | — | — | |||||||||||||||
Impairment on sale of real estate investments | 9,741 | 9,252 | — | — | 18,993 | |||||||||||||||
Operating fees to related parties | — | — | — | 22,257 | 22,257 | |||||||||||||||
Acquisition and transaction related | 2,800 | 101 | — | 85 | 2,986 | |||||||||||||||
General and administrative | — | — | — | 15,673 | 15,673 | |||||||||||||||
Depreciation and amortization | 72,628 | 4,470 | 10 | 533 | 77,641 | |||||||||||||||
Interest expense | 3,625 | 6 | — | 26,633 | 30,264 | |||||||||||||||
Interest and other income | (6 | ) | — | — | (300 | ) | (306 | ) | ||||||||||||
Gain on non-designated derivative instruments | — | — | — | 198 | 198 | |||||||||||||||
Gain on sale of real estate investment | — | — | (438 | ) | — | (438 | ) | |||||||||||||
Gain on asset acquisition | — | (307 | ) | — | — | (307 | ) | |||||||||||||
Income tax benefit | — | — | — | 647 | 647 | |||||||||||||||
Net loss attributable to non-controlling interests | 7 | 1 | 17 | (189 | ) | (164 | ) | |||||||||||||
NOI | $ | 122,530 | $ | 2,365 | $ | — | $ | 1 | $ | 124,896 | ||||||||||
The following table reflects the items deducted from or added to net loss attributable to stockholders in our calculation of Same Store and Acquisitions NOI for the year ended December 31, 2016:
(In thousands) | Same Store | Acquisitions | Dispositions | Non-Property Specific | Total | |||||||||||||||
Net income (loss) attributable to stockholders (in accordance with GAAP) | $ | 25,997 | $ | (81 | ) | $ | 1,090 | $ | (47,881 | ) | $ | (20,875 | ) | |||||||
Contingent purchase price consideration | (138 | ) | — | — | — | (138 | ) | |||||||||||||
Impairment on sale of real estate investments | — | — | 384 | — | 384 | |||||||||||||||
Operating fees to related parties | — | — | — | 20,583 | 20,583 | |||||||||||||||
Acquisition and transaction related | (19 | ) | — | — | 3,182 | 3,163 | ||||||||||||||
General and administrative | — | — | — | 12,105 | 12,105 | |||||||||||||||
Depreciation and amortization | 94,815 | 2,830 | 708 | 533 | 98,886 | |||||||||||||||
Interest expense | 6,096 | — | — | 13,785 | 19,881 | |||||||||||||||
Interest and other income | (7 | ) | — | — | (39 | ) | (46 | ) | ||||||||||||
Loss on non-designated derivative instruments | — | — | — | (31 | ) | (31 | ) | |||||||||||||
Gain on sale of real estate investment | — | — | (1,325 | ) | — | (1,325 | ) | |||||||||||||
Gain on sale of investment securities | — | — | — | (56 | ) | (56 | ) | |||||||||||||
Income tax benefit (expense) | — | — | — | (2,084 | ) | (2,084 | ) | |||||||||||||
Net loss attributable to non-controlling interests | 1 | — | — | (97 | ) | (96 | ) | |||||||||||||
NOI | $ | 126,745 | $ | 2,749 | $ | 857 | $ | — | $ | 130,351 | ||||||||||
74
The following table reflects the items deducted from or added to net loss attributable to stockholders in our calculation of Same Store and Acquisitions NOI for the year ended December 31, 2015:
(In thousands) | Same Store | Acquisitions | Dispositions | Non-Property Specific | Total | |||||||||||||||
Net income (loss) attributable to stockholders (in accordance with GAAP) | $ | (22,103 | ) | $ | 4,616 | $ | 133 | $ | (24,388 | ) | $ | (41,742 | ) | |||||||
Contingent purchase price consideration | (612 | ) | — | — | — | (612 | ) | |||||||||||||
Impairment on sale of real estate investments | — | — | — | — | — | |||||||||||||||
Operating fees to related parties | — | — | — | 12,191 | 12,191 | |||||||||||||||
Acquisition and transaction related | 13,887 | — | 319 | 473 | 14,679 | |||||||||||||||
General and administrative | 8 | — | — | 9,725 | 9,733 | |||||||||||||||
Depreciation and amortization | 117,020 | 2,830 | 772 | 302 | 120,924 | |||||||||||||||
Interest expense | 4,470 | — | — | 5,886 | 10,356 | |||||||||||||||
Interest and other income | (15 | ) | — | — | (566 | ) | (581 | ) | ||||||||||||
Gain on sale of real estate investment | — | — | — | — | — | |||||||||||||||
Gain on sale of investment securities | — | — | — | (446 | ) | (446 | ) | |||||||||||||
Income tax expense | — | — | — | (2,978 | ) | (2,978 | ) | |||||||||||||
Net loss attributable to non-controlling interests | (17 | ) | — | (3 | ) | (199 | ) | (219 | ) | |||||||||||
NOI | $ | 112,638 | $ | 7,446 | $ | 1,221 | $ | — | $ | 121,305 | ||||||||||
Refer to Note 15 — Segment Reporting for a reconciliation of NOI to net loss attributable to stockholders by reportable segment.
Distributions
In May 2013, we began paying distributions on a monthly basis to stockholders of record each day of the preceding month equal to $0.0046575343 per day (for the year 2016 only, $0.0046448087 per day per share of common stock to reflect that 2016 was a leap year.) which is equivalent to $1.70 per annum, per share of common stock. In March 2017, the Board authorized a decrease in the rate at which we pay monthly distributions to stockholders, effective as of April 1, 2017, to $0.0039726027 per day, which is equivalent to $1.45 per annum, per share of common stock. In February 2018, the Board authorized a further decrease in the rate at which we pay monthly distributions to stockholders, effective for record dates as of and after March 1, 2018, to $0.0023287671 per share per day, which is equivalent to $0.85 per annum, per share of common stock. Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month.
The amount of distributions payable to our stockholders is determined by the Board and is dependent on a number of factors, including funds available for distribution, our financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). Distribution payments are dependent on the availability of funds. The Board may further reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.
During the year ended December 31, 2017, distributions paid to common stockholders and OP Unit holders totaled $138.1 million, including $61.2 million which was reinvested into additional shares of common stock through our DRIP.
75
The following table shows the sources for the payment of distributions to common stockholders, including distributions on unvested restricted stock and OP Units, but excluding distributions related to Class B Units as these distributions are recorded as an expense in our consolidated statement of operations and comprehensive loss, for the periods indicated:
Three Months Ended | Year Ended | ||||||||||||||||||||||||||||||||||
March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | December 31, 2017 | |||||||||||||||||||||||||||||||
(In thousands) | Percentage of Distributions | Percentage of Distributions | Percentage of Distributions | Percentage of Distributions | Percentage of Distributions | ||||||||||||||||||||||||||||||
Distributions: | |||||||||||||||||||||||||||||||||||
Distributions to stockholders | $ | 37,536 | $ | 34,538 | $ | 32,759 | $ | 33,090 | $ | 137,923 | |||||||||||||||||||||||||
Distributions on OP Units | 169 | 177 | 129 | 215 | 690 | ||||||||||||||||||||||||||||||
Total distributions (1) | $ | 37,705 | $ | 34,715 | $ | 32,888 | $ | 33,305 | $ | 138,613 | |||||||||||||||||||||||||
Source of distribution coverage: | |||||||||||||||||||||||||||||||||||
Cash flows provided by operations | $ | 18,633 | 49.3 | % | $ | 17,092 | 49.3 | % | $ | 11,128 | 33.8 | % | $ | 17,114 | 51.4 | % | $ | 63,967 | 46.1 | % | |||||||||||||||
Proceeds received from common stock issued under the DRIP (2) | — | — | % | 146 | 0.4 | % | 8,795 | 26.7 | % | 13,864 | 41.6 | % | 22,805 | 16.5 | % | ||||||||||||||||||||
Proceeds from the sale of real estate investments | 18,656 | 49.5 | % | 726 | 2.1 | % | — | — | % | — | — | % | 19,382 | 14.0 | % | ||||||||||||||||||||
Cash received in asset acquisition | — | — | % | 859 | 2.5 | % | 6 | — | % | — | — | % | 865 | 0.7 | % | ||||||||||||||||||||
Available cash on hand (3) | 416 | 1.2 | % | 15,892 | 45.7 | % | 12,959 | 39.5 | % | 2,327 | 7.0 | % | 31,594 | 22.7 | % | ||||||||||||||||||||
Total source of distribution coverage | $ | 37,705 | 100.0 | % | $ | 34,715 | 100.0 | % | $ | 32,888 | 100.0 | % | $ | 33,305 | 100.0 | % | $ | 138,613 | 100.0 | % | |||||||||||||||
Cash flows provided by operations (in accordance with GAAP) | $ | 18,633 | $ | 17,092 | $ | 11,128 | $ | 17,114 | $ | 63,967 | |||||||||||||||||||||||||
Net loss attributable to stockholders (in accordance with GAAP) | $ | (6,139 | ) | $ | (4,716 | ) | $ | (24,136 | ) | $ | (7,557 | ) | $ | (42,548 | ) | ||||||||||||||||||||
_______________
(1) | Excludes distributions related to Class B Units and distributions to non-controlling interest holders other than those paid on our OP Units. |
(2) | Net of share repurchases during the period. |
(3) | Includes proceeds received from credit facilities and mortgage notes payable. |
For the year ended December 31, 2017, cash flows provided by operations were $64.0 million. As shown in the table above, we funded distributions with cash flows provided by operations as well as proceeds received from common stock issued under our DRIP, the sale of investment securities, the sale of real estate investments and financings. To the extent we pay distributions in excess of cash flows provided by operations, our stockholders' investment may be adversely impacted. Distributions paid from sources other than our cash flows from operations will result in us having fewer funds available for other needs such as property acquisitions and other real estate-related investments.
We have historically not generated sufficient cash flow from operations to fund distributions. The amount of cash available for distributions is affected by many factors, such as rental income from acquired properties and our operating expense levels, as well as many other variables. Actual cash available for distributions may vary substantially from estimates. We cannot give any assurance that future acquisitions of real properties, if any, will increase our cash available for distributions to stockholders. Our actual results may differ significantly from the assumptions used by the Board in establishing a distribution rate to stockholders.
If we do not generate sufficient cash flows from our operations to fund distributions, we may have to further reduce or suspend distributions. We have funded a portion of our distributions from, among other things, DRIP proceeds, borrowings and proceeds from the sale of real estate investments. A decrease in the level of stockholder participation in our DRIP could have an adverse impact on our ability to continue to use DRIP proceeds. Borrowings required to fund distributions may not be available at favorable rates, or at all, and could restrict the amount we can borrow for investments and other purposes. Likewise, the proceeds from any property sale may not be available to fund distributions. Distributions paid from sources other than our cash flows from operations also reduce the funds available for other needs such as property acquisitions, capital expenditures and other real estate-related investments.
We may not have sufficient cash from operations to make a distribution required to maintain our REIT status, which may materially adversely affect an investment in our common stock. Moreover, the Board may change our distribution policy, in its sole discretion, at any time.
76
Further, paying distributions from sources other than operating cash flow is not sustainable particularly where limited by the terms of instruments governing borrowings. For example, our Revolving Credit Facility imposes limitations on our ability to pay distributions to stockholders and repurchase shares of common stock. Distributions to stockholders are limited, with certain exceptions, to a percentage of Modified FFO (as defined in the Revolving Credit Facility (which is different from MFFO as discussed in this Annual Report on Form 10-K) during the applicable period as follows: (i) for the six months ending March 31, 2018, 130% of Modified FFO; (ii) for the nine months ending June 30, 2018, 120% of Modified FFO; (iii) for the twelve months ending September 30, 2018, 115% of Modified FFO; and (iv) for the twelve months ending December 31, 2018 and for each period of four fiscal quarters ending after that period, 110% of Modified FFO. This covenant was amended twice during 2017 to permit us to pay a certain level of distributions, but there is no assurance that our lenders will agree to future amendments if needed, or if Modified FFO is not sufficient.
Loan Obligations
The payment terms of our mortgage notes payable generally require principal and interest amounts payable monthly with all unpaid principal and interest due at maturity. The payment terms of our Revolving Credit Facility require interest only amounts payable monthly with all unpaid principal and interest due at maturity. The payment terms of our Fannie Credit Facilities require interest only payments through November 2021 and principal and interest payments thereafter. Our loan agreements require us to comply with specific reporting covenants. As of December 31, 2017, we were in compliance with the financial and reporting covenants under our loan agreements.
Contractual Obligations
The following table reflects contractual debt obligations under our mortgage notes payable, Revolving Credit Facility and Fannie Credit Facilities and minimum base rental cash payments due for leasehold interests over the next five years and thereafter as of December 31, 2017. The minimum base rental cash payments due for leasehold interests amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes, among other items. As of December 31, 2017, the outstanding mortgage notes payable and loans under the Revolving Credit Facility and Fannie Credit Facilities had weighted-average effective interest rates of 4.3%, 3.3% and 3.9%, respectively.
Years Ended December 31, | ||||||||||||||||||||
(In thousands) | Total | 2018 | 2019 — 2020 | 2021 — 2022 | Thereafter | |||||||||||||||
Principal on mortgage notes payable | $ | 415,365 | $ | 83,534 | $ | 42,356 | $ | 251,820 | $ | 37,655 | ||||||||||
Interest on mortgage notes payable | 85,138 | 17,854 | 26,853 | 20,680 | 19,751 | |||||||||||||||
Revolving Credit Facility | 239,700 | — | 239,700 | — | — | |||||||||||||||
Interest on Revolving Credit Facility | 9,733 | 7,983 | 1,750 | — | — | |||||||||||||||
Fannie Credit Facilities | 295,169 | — | — | 3,663 | 291,506 | |||||||||||||||
Interest on Fannie Credit Facilities | 100,219 | 11,458 | 22,947 | 22,850 | 42,964 | |||||||||||||||
Lease rental payments due(1) | 47,089 | 852 | 1,722 | 1,734 | 42,781 | |||||||||||||||
Total | $ | 1,192,413 | $ | 121,681 | $ | 335,328 | $ | 300,747 | $ | 434,657 | ||||||||||
_______________________________
(1) | Lease rental payments due includes $3.3 million of imputed interest related to our capital lease obligations. |
Election as a REIT
We elected and qualified to be taxed as a REIT under Sections 856 through 860 of the Code, effective for our taxable year ended December 31, 2013. Commencing with such taxable year, we were organized and operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner but no assurance can be given that we will operate in a manner so as to remain qualified for taxation as a REIT. In order to continue to qualify for taxation as a REIT, we must, among other things, distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP) determined without regard to the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our REIT taxable income that we distribute to our stockholders. Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties as well as federal income and excise taxes on our undistributed income.
77
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. In addition, we may be required to pay costs for maintenance and operation of properties, which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation.
Related-Party Transactions and Agreements
Please see Note 9 — Related Party Transactions and Arrangements of the accompanying consolidated financial statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our long-term debt, which consists of secured financings, our Revolving Credit Facility and the Fannie Credit Facilities, bears interest at fixed rates and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars, and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We will not hold or issue these derivative contracts for trading or speculative purposes. As of December 31, 2017, we had entered into six non-designated interest rate caps with a notional amount of approximately $295.2 million and two designated interest rate swaps with a notional amount of $250.0 million. We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.
As of December 31, 2017, our debt consisted of both fixed and variable-rate debt. We had fixed-rate secured mortgage financings with an aggregate carrying value of $414.3 million and a fair value of $411.7 million. Changes in market interest rates on our fixed-rate debt impact the fair value of the mortgage notes, but it has no impact on interest due on the mortgage notes. For instance, if interest rates rise 100 basis points and our fixed rate debt balance remains constant, we expect the fair value of our obligation to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed–rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2017 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by $5.2 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by $6.0 million.
At December 31, 2017, our variable-rate Revolving Credit Facility and Fannie Credit Facilities had an aggregate carrying and fair value of $534.9 million. Interest rate volatility associated with these variable-rate borrowings affects interest expense incurred and cash flow. The sensitivity analysis related to all other variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2017 levels, with all other variables held constant. A 100 basis point increase and decrease in variable interest rates on our variable-rate Revolving Credit Facility and Fannie Credit Facilities would increase and decrease our interest expense by $4.3 million and $4.2 million, respectively.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs, and assuming no other changes in our capital structure. The information presented above includes only those exposures that existed as of December 31, 2017 and does not consider exposures or positions arising after that date. The information represented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
Item 8. Financial Statements and Supplementary Data.
The information required by this Item 8 is hereby incorporated by reference to our Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management, under the supervision and with the participation of our Interim Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Interim Chief Executive Officer and Chief Financial Officer have concluded, as of the end of such period, that our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in our reports that we file or submit under the Exchange Act.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act and as set forth below. Under Rule 13a-15(c), management must evaluate, with the participation of the Interim Chief Executive Officer and Chief Financial Officer, the effectiveness, as of the end of each calendar year, of our internal control over financial reporting. The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; |
2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and |
3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In the course of preparing this Annual Report on Form 10-K and the consolidated financial statements included herein, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework (2013). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2017.
KPMG LLP, an independent registered public accounting firm, was engaged to audit the consolidated financial statements included in this Annual Report on Form 10-K and their audit report is included on Page F-2 of this Annual Report on Form 10-K. The rules of the SEC do not require, and this Annual Report on Form 10-K does not include, an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
On March 15, 2018, our board of directors approved an amendment and restatement of our bylaws (as amended and restated, the “Bylaws”), which became effective as of the date of approval. The amendments contained in the Bylaws, among other things:
• | Increase the threshold for stockholders to call a special meeting from the current threshold of 10% to a majority and establish more detailed procedures related to stockholders calling a special meeting of stockholders. |
• | Provide that directors are elected by a plurality of the votes cast instead of a majority of outstanding shares of common stock entitled to vote who are present at the meeting. |
79
• | More fully develop the advance notice provisions for stockholder nominations for director and stockholder business proposals, including to expand the information required to be disclosed by the stockholder making the proposal, any proposed nominees for director and any persons controlling, or acting in concert with, such stockholder and to require a stockholder proponent to appear in person or by proxy at the applicable meeting to present each nominee for election as a director or the proposed business, as the case may be. |
• | Increase the maximum number of directors from 10 to 15. |
• | Delete the requirement that independent directors nominate replacements for vacancies among the independent directors’ positions. |
• | Delete language regarding our election to be subject to Section 3-804(c) of the Maryland General Corporation Law (the “MGCL”), as we have already made this election in our charter. |
• | Remove references to outdated provisions concerning loss of deposits and the giving of bonds by directors. |
• | Provide that, unless we consent in writing to the selection of an alternative forum, that the state and federal courts in Baltimore, Maryland are the exclusive forum for certain litigation, including: (i) a derivative lawsuit; (ii) an action asserting breach of duty; (iii) an action pursuant to any provision of the MGCL; and (iv) an action asserting a claim governed by the internal affairs doctrine. |
• | Make other revisions to reflect amendments to the MGCL, conform to changes made to our charter in 2015, clarify certain corporate procedures and conform language and style. |
This summary of the material changes to the Bylaws is qualified in its entirety by the Bylaws attached as Exhibit 3.2 to this Annual Report on Form 8-K and incorporated herein by reference.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a Code of Ethics that applies to all of our executive officers and directors, including but not limited to, our principal executive officer and principal financial officer. A copy of our code of ethics may be obtained, free of charge, by sending a written request to our executive office – 405 Park Avenue – 4th Floor, New York, NY 10022, Attention: Chief Financial Officer.
80
Our code of ethics is also publicly available on our website at www.healthcaretrustinc.com/corporate_governance.html. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2018 annual meeting of stockholders.
Item 11. Executive Compensation.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2018 annual meeting of stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2018 annual meeting of stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2018 annual meeting of stockholders.
Item 14. Principal Accounting Fees and Services.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with the SEC with respect to our 2018 annual meeting of stockholders.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements and Financial Statement Schedules
1. Financial Statements:
See the Index to Consolidated Financial Statements at page F-1 of this Annual Report on Form 10-K.
2. Financial Statement Schedules:
The following financial statement schedule is included herein at page F-42 of this Annual Report on Form 10-K: Schedule III — Real Estate and Accumulated Depreciation
(b) Exhibits
See Exhibit Index below.
EXHIBIT INDEX
The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2017 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No. | Description | |
3.1 (10) | Articles of Amendment and Restatement for Healthcare Trust, Inc. | |
3.2 * | Amended and Restated Bylaws of Healthcare Trust, Inc. | |
3.3 (21) | Articles Supplementary of Healthcare Trust, Inc. | |
4.1 (1) | Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P. (f/k/a American Realty Capital Healthcare Trust II Operating Partnership, L.P.), dated as of February 14, 2013 | |
4.2 (2) | First Amendment to the Agreement of Limited Partnership of American Realty Capital Healthcare Trust II, L.P., dated as of December 31, 2013 | |
4.3 (8) | Second Amendment to the Agreement of Limited Partnership of American Realty Capital Healthcare Trust II, L.P., dated as of April 15, 2015 | |
10.1 (13) | Second Amended and Restated Advisory Agreement, dated as of February 17, 2017, by and among the Company, Healthcare Trust Operating Partnership, L.P. and Healthcare Trust Advisors, LLC | |
10.2 (13) | Amended and Restated Property Management and Leasing Agreement, dated as of February 17, 2017, by and among the Company, Healthcare Trust Operating Partnership, L.P. and Healthcare Trust Properties, LLC | |
10.3 (1) | Employee and Director Incentive Restricted Share Plan of the Company | |
10.4 (3) | Senior Secured Revolving Credit Agreement dated as of March 21, 2014 by and among American Realty Capital Healthcare Trust II Operating Partnership, L.P., KeyBank National Association, the other lenders which are parties to this agreement and other lenders that may become parties to the agreement | |
10.5 (4) | Increase Letter, dated April 15, 2014, with KeyBank National Association, relating to the Senior Secured Revolving Credit Agreement dated as of March 21, 2014 by and among American Realty Capital Healthcare Trust II Operating Partnership, L.P., KeyBank National Association and the lenders party thereto | |
10.6 (8) | Increase Letter, dated July 31, 2015, with KeyBank National Association, relating to the Senior Secured Revolving Credit Agreement dated as of March 21, 2014 by and among American Realty Capital Healthcare Trust II Operating Partnership, L.P., KeyBank National Association and the lenders party thereto | |
10.7 (5) | Agreement for Lease of Real Property, dated as of June 14, 2014, by and between American Realty Capital VII, LLC and Pinnacle Health Hospitals | |
10.8 (5) | First Amendment to Agreement for Lease of Real Property, dated as of July 16, 2014, by and between American Realty Capital VII, LLC and Pinnacle Health Hospitals | |
10.9 (5) | Second Amendment to Agreement for Lease of Real Property, dated as of August 1, 2014, by and between American Realty Capital VII, LLC and Pinnacle Health Hospitals | |
10.10 (5) | Third Amendment to Agreement for Lease of Real Property, dated as of September 26, 2014, by and between American Realty Capital VII, LLC and Pinnacle Health Hospitals | |
10.11 (6) | Fourth Amendment to Agreement for Lease of Real Property, dated as of October 10, 2014, by and between American Realty Capital VII, LLC, ARHC BRHBGPA01, LLC, ARHC FOMBGPA01, LLC, ARHC LMHBGPA01, LLC, ARHC CHHBGPA01, LLC and Pinnacle Health Hospitals | |
10.12 (5) | First Amendment to Senior Secured Revolving Credit Agreement, dated September 18, 2014, to the Senior Secured Revolving Credit Agreement dated as of March 21, 2014, between American Realty Capital Healthcare Trust II Operating Partnership, LP, American Realty Capital Healthcare Trust II, Inc. and KeyBank National Association, individually and as agent for itself and the other lenders party from time to time | |
10.13 (6) | Fifth Amendment to Agreement for Lease of Real Property, dated as of October 22, 2014, by and between American Realty Capital VII, LLC, ARHC BRHBGPA01, LLC, ARHC FOMBGPA01, LLC, ARHC LMHBGPA01, LLC and ARHC CHHBGPA01, LLC and Pinnacle Health Hospitals | |
10.14 (6) | Sixth Amendment to Agreement for Lease of Real Property, dated as of October 31, 2014, by and between American Realty Capital VII, LLC, ARHC BRHBGPA01, LLC, ARHC FOMBGPA01, LLC, ARHC LMHBGPA01, LLC and ARHC CHHBGPA01, LLC and Pinnacle Health Hospitals | |
10.15 (6) | Seventh Amendment to Agreement for Lease of Real Property, dated as of November 12, 2014, by and between American Realty Capital VII, LLC, ARHC BRHBGPA01, LLC, ARHC FOMBGPA01, LLC, ARHC LMHBGPA01, LLC and ARHC CHHBGPA01, LLC and Pinnacle Health Hospitals | |
82
Exhibit No. | Description | |
10.16 (6) | Eighth Amendment to Agreement for Lease of Real Property, dated as of November 21, 2014, by and between American Realty Capital VII, LLC, ARHC BRHBGPA01, LLC, ARHC FOMBGPA01, LLC, ARHC LMHBGPA01, LLC and ARHC CHHBGPA01, LLC and Pinnacle Health Hospitals | |
10.17 (6) | Ninth Amendment to Agreement for Lease of Real Property, dated as of December 5, 2014, by and between American Realty Capital VII, LLC, ARHC BRHBGPA01, LLC, ARHC FOMBGPA01, LLC, ARHC LMHBGPA01, LLC and ARHC CHHBGPA01, LLC and Pinnacle Health Hospitals | |
10.18 (6) | Tenth Amendment to Agreement for Lease of Real Property, dated as of December 12, 2014, by and between American Realty Capital VII, LLC, ARHC BRHBGPA01, LLC, ARHC FOMBGPA01, LLC, ARHC LMHBGPA01, LLC and ARHC CHHBGPA01, LLC and Pinnacle Health Hospitals | |
10.19 (6) | Indemnification Agreement, dated as of December 31, 2014, with Directors, Officers, Advisor and Dealer Manager | |
10.20 (6) | Indemnification Agreement, dated April 14, 2015, with Mr. Randolph C. Read | |
10.21 (7) | Second Amendment to Senior Secured Revolving Credit Agreement, dated June 26, 2015, by and among American Realty Capital Healthcare Trust II Operating Partnership, L.P., American Realty Capital Healthcare Trust II, Inc., KeyBank National Association individually and as agent for itself and the other lenders party from time to time to the Senior Secured Revolving Credit Agreement by and among the same parties dated as of March 21, 2014 | |
10.22 (8) | Indemnification Agreement, dated December 3, 2015, between the Company, Leslie D. Michelson and Edward G. Rendell | |
10.23 (8) | Third Amendment to Senior Secured Revolving Credit Agreement, dated February 17, 2016, by and among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., KeyBank National Association individually and as agent for itself and the other lenders party from time to time to the Senior Secured Revolving Credit Agreement by and among the same parties dated as of March 21, 2014 | |
10.24 (8) | Indemnification Agreement, dated March 10, 2016, between the Company and Katie P. Kurtz | |
10.25 (9) | Form of Restricted Stock Award Agreement Pursuant to the Employee and Director Incentive Restricted Share Plan of Healthcare Trust, Inc. | |
10.26 (10) | Indemnification Agreement, dated October 6, 2016, with Edward M. Weil, Jr. | |
10.27 (11) | Consulting Agreement, dated as of October 11, 2016, by and between International Capital Markets Group, Inc. and Healthcare Trust, Inc. | |
10.28 (12) | Fourth Amendment to Senior Secured Revolving Credit Agreement, dated as of October 20, 2016, by and among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., KeyBank National Association, individually and as agent for itself and the other lenders party from time to time to the Senior Secured Revolving Credit Agreement by and among the same parties, dated as of March 21, 2014. | |
10.29 (12) | Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and KeyBank National Association. | |
10.30 (12) | Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and Capital One Multifamily Finance, LLC. | |
10.31 (15) | Indemnification Agreement, dated December 27, 2016, with Lee M. Elman | |
10.32 (14) | Fifth Amendment to Senior Secured Revolving Credit Agreement, dated as of February 24, 2017, by and among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., KeyBank National Association, individually and as agent for itself and the other lenders party from time to time to the Senior Secured Revolving Credit Agreement by and among the same parties, dated as of March 21, 2014 | |
10.33 (17) | Purchase Agreement, dated as of June 16, 2017, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P., ARHC TRS Holdco II, LLC, American Realty Capital Healthcare Trust III, Inc., American Realty Capital Healthcare Trust III Operating Partnership, L.P. and ARHC TRS Holdco III, LLC. | |
10.34 (18) | Loan Agreement, dated as of June 30, 2017 among the borrower entities party thereto, Capital One, National Association and the other lenders party thereto. | |
10.35 (18) | Guaranty of Recourse Obligations, dated as of June 30, 2017 by Healthcare Trust Operating Partnership, L.P. in favor of Capital One, National Association. | |
10.36 (18) | Hazardous Materials Indemnity Agreement, dated as of June 30, 2017 by Healthcare Trust Operating Partnership, L.P. and the borrower entities party thereto, for the benefit of Capital One, National Association. | |
10.37 (19) | First Amendment to Employee and Director Incentive Restricted Share Plan, Effective as of August 8, 2017. | |
10.38 (21) | Amended and Restated Employee and Director Incentive Restricted Share Plan of Healthcare Trust, Inc., effective as of August 31, 2017. | |
83
Exhibit No. | Description | |
10.39 (21) | Form of Restricted Stock Award Agreement Pursuant to the Amended and Restated Employee and Director Incentive Restricted Share Plan of Healthcare Trust, Inc. | |
10.40 (20) | Sixth Amendment to Senior Secured Revolving Credit Agreement, dated as of October 20, 2017. | |
10.41 (22) | Loan Agreement, dated as of December 28, 2017, among the borrower entities party thereto and Capital One, National Association. | |
10.42 (22) | Guaranty of Recourse Obligation, dated as of December 28, 2017, by Healthcare Trust Operating Partnership, L.P. in favor of Capital One, National Association. | |
10.43 (22) | Hazardous Materials Indemnity Agreement, dated as of December 28, 2017, by Healthcare Trust Operating Partnership, L.P. and the borrower entities party thereto, for the benefit of Capital One, National Association. | |
10.44 * | First Amendment to Master Credit Facility, dated April 26, 2017, by among the borrowers party thereto and KeyBank National Association | |
10.45 * | Reaffirmation, Joinder and Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and KeyBank National Association | |
10.46 * | Reaffirmation, Joinder and First Amendment to Master Credit Facility, dated March 30, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC | |
10.47 * | Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC | |
10.48 * | Third Amendment to Master Credit Facility, dated March 2, 2018, by among the borrowers party thereto and Capital One Multifamily Finance, LLC | |
21.1 * | List of Subsidiaries of Healthcare Trust, Inc. | |
23.1 * | Consent of KPMG LLP | |
31.1 * | Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 * | Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 * | Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
99.1 (16) | Second Amended and Restated Share Repurchase Program of Healthcare Trust, Inc. | |
101 * | XBRL (eXtensible Business Reporting Language). The following materials from Healthcare Trust, Inc.'s Annual Report on Form 10-K for the annual period ended December 31, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. | |
____________________
* | Filed herewith |
(1) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the Securities and Exchange Commission on May 13, 2013. |
(2) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 7, 2014. |
(3) | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the Securities and Exchange Commission on May 15, 2014. |
(4) | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the Securities and Exchange Commission on August 7, 2014. |
(5) | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed with the Securities and Exchange Commission on November 14, 2014. |
(6) | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on April 15, 2015. |
(7) | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed with the Securities and Exchange Commission on August 12, 2015. |
(8) | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 11, 2016. |
(9) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the Securities and Exchange Commission on August 15, 2016. |
84
(10) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2016. |
(11) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2016. |
(12) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission on November 10, 2016. |
(13) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2017. |
(14) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2017. |
(15) | Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 21, 2017. |
(16) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2017. |
(17) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2017. |
(18) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2017. |
(19) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed with the Securities and Exchange Commission on August 14, 2017. |
(20) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2017. |
(21) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017. |
(22) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2018. |
Item 16. Form 10-K Summary.
Not applicable.
85
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 19th day of March, 2018.
HEALTHCARE TRUST, INC. | ||
By | /s/ W. Todd Jensen | |
W. Todd Jensen | ||
Chief Executive Officer and President (and Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Capacity | Date | ||
/s/ Leslie D. Michelson | Non-Executive Chairman of the Board of Directors, Independent Director | March 19, 2018 | ||
Leslie D. Michelson | ||||
/s/ Katie P. Kurtz | Chief Financial Officer, Treasurer and Secretary | March 19, 2018 | ||
Katie P. Kurtz | (and Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Edward M. Weil | Director | March 19, 2018 | ||
Edward M. Weil | ||||
/s/ Elizabeth K. Tuppeny | Independent Director | March 19, 2018 | ||
Elizabeth K. Tuppeny | ||||
/s/ Edward G. Rendell | Independent Director | March 19, 2018 | ||
Edward G. Rendell | ||||
/s/ Lee M. Elman | Independent Director | March 19, 2018 | ||
Lee M. Elman | ||||
86
Page | |
Financial Statement Schedule: | |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Healthcare Trust, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Healthcare Trust, Inc. and subsidiaries (the "Company") as of December 31, 2017 and 2016, the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedule III (collectively, the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company's auditor since 2014.
Chicago, Illinois
March 19, 2018
F-2
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
December 31, | ||||||||
2017 | 2016 | |||||||
ASSETS | ||||||||
Real estate investments, at cost: | ||||||||
Land | $ | 201,427 | $ | 187,868 | ||||
Buildings, fixtures and improvements | 1,955,940 | 1,872,590 | ||||||
Construction in progress | 72,007 | 60,055 | ||||||
Acquired intangible assets | 256,678 | 234,749 | ||||||
Total real estate investments, at cost | 2,486,052 | 2,355,262 | ||||||
Less: accumulated depreciation and amortization | (309,711 | ) | (241,027 | ) | ||||
Total real estate investments, net | 2,176,341 | 2,114,235 | ||||||
Cash and cash equivalents | 94,177 | 29,225 | ||||||
Restricted cash | 8,411 | 3,962 | ||||||
Assets held for sale | 37,822 | — | ||||||
Derivative assets, at fair value | 2,550 | 61 | ||||||
Straight-line rent receivable, net | 15,327 | 12,026 | ||||||
Prepaid expenses and other assets | 22,099 | 22,073 | ||||||
Deferred costs, net | 15,134 | 12,123 | ||||||
Total assets | $ | 2,371,861 | $ | 2,193,705 | ||||
LIABILITIES AND EQUITY | ||||||||
Mortgage notes payable, net | $ | 406,630 | $ | 142,754 | ||||
Credit facilities | 534,869 | 481,500 | ||||||
Market lease intangible liabilities, net | 18,829 | 20,187 | ||||||
Accounts payable and accrued expenses (including $1,637 and $862 due to related parties as of December 31, 2017 and December 31, 2016, respectively) | 38,112 | 27,080 | ||||||
Deferred rent | 6,201 | 4,986 | ||||||
Distributions payable | 11,161 | 12,872 | ||||||
Total liabilities | 1,015,802 | 689,379 | ||||||
Stockholders' Equity | ||||||||
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of December 31, 2017 and December 31, 2016 | — | — | ||||||
Common stock, $0.01 par value, 300,000,000 shares authorized, 91,002,766 and 89,368,899 shares of common stock issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | 910 | 894 | ||||||
Additional paid-in capital | 2,009,197 | 1,981,136 | ||||||
Accumulated other comprehensive income | 2,473 | — | ||||||
Accumulated deficit | (665,026 | ) | (486,574 | ) | ||||
Total stockholders' equity | 1,347,554 | 1,495,456 | ||||||
Non-controlling interests | 8,505 | 8,870 | ||||||
Total equity | 1,356,059 | 1,504,326 | ||||||
Total liabilities and equity | $ | 2,371,861 | $ | 2,193,705 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except for share and per share data)
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Revenues: | ||||||||||||
Rental income | $ | 95,152 | $ | 103,375 | $ | 93,218 | ||||||
Operating expense reimbursements | 16,605 | 15,876 | 12,759 | |||||||||
Resident services and fee income | 199,416 | 183,177 | 140,901 | |||||||||
Contingent purchase price consideration | — | 138 | 612 | |||||||||
Total revenues | 311,173 | 302,566 | 247,490 | |||||||||
Operating expenses: | ||||||||||||
Property operating and maintenance | 186,277 | 172,077 | 125,573 | |||||||||
Impairment charges | 18,993 | 389 | — | |||||||||
Operating fees to related parties | 22,257 | 20,583 | 12,191 | |||||||||
Acquisition and transaction related | 2,986 | 3,163 | 14,679 | |||||||||
General and administrative | 15,673 | 12,105 | 9,733 | |||||||||
Depreciation and amortization | 77,641 | 98,886 | 120,924 | |||||||||
Total expenses | 323,827 | 307,203 | 283,100 | |||||||||
Operating loss | (12,654 | ) | (4,637 | ) | (35,610 | ) | ||||||
Other income (expense): | ||||||||||||
Interest expense | (30,264 | ) | (19,881 | ) | (10,356 | ) | ||||||
Interest and other income | 306 | 47 | 582 | |||||||||
Gain (loss) on non-designated derivatives | (198 | ) | 31 | — | ||||||||
Gain on sale of real estate investment | 438 | 1,330 | — | |||||||||
Gain on asset acquisition | 307 | — | ||||||||||
Gain on sale of investment securities | — | 56 | 446 | |||||||||
Total other expenses | (29,411 | ) | (18,417 | ) | (9,328 | ) | ||||||
Loss before income taxes | (42,065 | ) | (23,054 | ) | (44,938 | ) | ||||||
Income tax (expense) benefit | (647 | ) | 2,084 | 2,978 | ||||||||
Net loss | (42,712 | ) | (20,970 | ) | (41,960 | ) | ||||||
Net income attributable to non-controlling interests | 164 | 96 | 219 | |||||||||
Net loss attributable to stockholders | (42,548 | ) | (20,874 | ) | (41,741 | ) | ||||||
Other comprehensive income (loss): | ||||||||||||
Unrealized gain on designated derivative | 2,473 | — | — | |||||||||
Unrealized gain (loss) on investment securities, net | — | 6 | (469 | ) | ||||||||
Comprehensive loss attributable to stockholders | $ | (40,075 | ) | $ | (20,868 | ) | $ | (42,210 | ) | |||
Basic and diluted weighted-average shares outstanding | 89,802,174 | 87,878,907 | 85,331,966 | |||||||||
Basic and diluted net loss per share | $ | (0.47 | ) | $ | (0.24 | ) | $ | (0.49 | ) | |||
Distributions declared per share | $ | 1.51 | $ | 1.70 | $ | 1.70 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for share data)
Common Stock | Accumulated Other Comprehensive Income | |||||||||||||||||||||||||||||
Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||
Balance, December 31, 2014 | 83,718,853 | $ | 837 | $ | 1,850,169 | $ | 463 | $ | (129,406 | ) | $ | 1,722,063 | $ | 10,114 | $ | 1,732,177 | ||||||||||||||
Common stock offering costs, commissions and dealer manager fees | — | — | 2 | — | — | 2 | — | 2 | ||||||||||||||||||||||
Common stock issued through distribution reinvestment plan | 3,305,297 | 33 | 78,469 | — | — | 78,502 | — | 78,502 | ||||||||||||||||||||||
Common stock repurchases | (894,338 | ) | (9 | ) | (21,151 | ) | — | — | (21,160 | ) | — | (21,160 | ) | |||||||||||||||||
Equity-based compensation, net | 5,599 | — | 60 | — | — | 60 | — | 60 | ||||||||||||||||||||||
Distributions declared | — | — | — | — | (145,137 | ) | (145,137 | ) | — | (145,137 | ) | |||||||||||||||||||
Contributions from non-controlling interest holders | — | — | — | — | — | — | 500 | 500 | ||||||||||||||||||||||
Distributions to non-controlling interest holders | — | — | — | — | — | — | (698 | ) | (698 | ) | ||||||||||||||||||||
Unrealized loss on investments | — | — | — | (469 | ) | — | (469 | ) | — | (469 | ) | |||||||||||||||||||
Net loss | — | — | — | — | (41,741 | ) | (41,741 | ) | (219 | ) | (41,960 | ) | ||||||||||||||||||
Balance, December 31, 2015 | 86,135,411 | 861 | 1,907,549 | (6 | ) | (316,284 | ) | 1,592,120 | 9,697 | 1,601,817 | ||||||||||||||||||||
Common stock issued through distribution reinvestment plan | 3,234,746 | 33 | 73,597 | — | — | 73,630 | — | 73,630 | ||||||||||||||||||||||
Common stock repurchases | (6,660 | ) | — | (170 | ) | — | — | (170 | ) | — | (170 | ) | ||||||||||||||||||
Equity-based compensation, net | 5,402 | — | 160 | — | — | 160 | — | 160 | ||||||||||||||||||||||
Distributions declared | — | — | — | — | (149,416 | ) | (149,416 | ) | — | (149,416 | ) | |||||||||||||||||||
Distributions to non-controlling interest holders | — | — | — | — | — | — | (731 | ) | (731 | ) | ||||||||||||||||||||
Unrealized gain on investments | — | — | — | 6 | — | 6 | — | 6 | ||||||||||||||||||||||
Net loss | — | — | — | — | (20,874 | ) | (20,874 | ) | (96 | ) | (20,970 | ) | ||||||||||||||||||
Balance, December 31, 2016 | 89,368,899 | 894 | 1,981,136 | — | (486,574 | ) | 1,495,456 | 8,870 | 1,504,326 | |||||||||||||||||||||
Common stock issued through distribution reinvestment plan | 2,813,635 | 28 | 61,178 | — | — | 61,206 | — | 61,206 | ||||||||||||||||||||||
Common stock repurchases | (1,554,768 | ) | (16 | ) | (33,583 | ) | — | — | (33,599 | ) | (28 | ) | (33,627 | ) | ||||||||||||||||
Equity-based compensation, net | 375,000 | 4 | 466 | — | — | 470 | — | 470 | ||||||||||||||||||||||
Distributions declared | — | — | — | — | (135,904 | ) | (135,904 | ) | — | (135,904 | ) | |||||||||||||||||||
Contributions from non-controlling interest holders | — | — | — | — | — | — | 472 | 472 | ||||||||||||||||||||||
Distributions to non-controlling interest holders | — | — | — | — | — | — | (645 | ) | (645 | ) | ||||||||||||||||||||
Unrealized gain on designated derivative | — | — | — | 2,473 | — | 2,473 | — | 2,473 | ||||||||||||||||||||||
Net loss | — | — | — | — | (42,548 | ) | (42,548 | ) | (164 | ) | (42,712 | ) | ||||||||||||||||||
Balance, December 31, 2017 | 91,002,766 | $ | 910 | $ | 2,009,197 | $ | 2,473 | $ | (665,026 | ) | $ | 1,347,554 | $ | 8,505 | $ | 1,356,059 | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (42,712 | ) | $ | (20,970 | ) | $ | (41,960 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 77,641 | 98,886 | 120,924 | |||||||||
Amortization of deferred financing costs | 6,170 | 4,523 | 3,737 | |||||||||
Amortization of mortgage premiums and discounts, net | (1,576 | ) | (1,937 | ) | (1,933 | ) | ||||||
Amortization of market lease and other intangibles, net | 236 | 168 | (101 | ) | ||||||||
Bad debt expense | 12,413 | 15,425 | 7,291 | |||||||||
Equity-based compensation | 470 | 160 | 60 | |||||||||
Gain on sale of investment securities | — | (56 | ) | (446 | ) | |||||||
Gain on non-designated derivative instruments | 198 | (31 | ) | — | ||||||||
Gain on sales of real estate investments, net | (438 | ) | (941 | ) | — | |||||||
Impairment of held-for-use investments | 18,993 | — | — | |||||||||
Changes in assets and liabilities: | ||||||||||||
Straight-line rent receivable | (6,242 | ) | (8,210 | ) | (12,535 | ) | ||||||
Prepaid expenses and other assets | (10,345 | ) | (9,467 | ) | (12,893 | ) | ||||||
Accounts payable, accrued expenses and other liabilities | 8,688 | 545 | 5,203 | |||||||||
Deferred rent | 471 | 630 | 1,333 | |||||||||
Net cash provided by operating activities | 63,967 | 78,725 | 68,680 | |||||||||
Cash flows from investing activities: | ||||||||||||
Investments in real estate | (188,928 | ) | (38,746 | ) | (570,134 | ) | ||||||
Deposits returned for unconsummated acquisitions | 50 | — | 1,000 | |||||||||
Deposit received for unconsummated disposition | 1,125 | 100 | — | |||||||||
Capital expenditures | (8,278 | ) | (7,476 | ) | (6,885 | ) | ||||||
Purchases of investment securities | — | — | (93 | ) | ||||||||
Proceeds from sales of investment securities | — | 1,140 | 19,278 | |||||||||
Proceeds from sales of real estate investments | 757 | 25,890 | — | |||||||||
Proceeds from asset acquisition | 865 | — | — | |||||||||
Net cash used in investing activities | (194,409 | ) | (19,092 | ) | (556,834 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from credit facilities | 380,170 | 106,500 | 440,000 | |||||||||
Repayments of credit facility borrowings | (326,800 | ) | (55,000 | ) | (10,000 | ) | ||||||
Proceeds from mortgage notes payable | 336,897 | — | — | |||||||||
Payments on mortgage notes payable | (65,335 | ) | (15,650 | ) | (6,389 | ) | ||||||
Payments for undesignated derivative instruments | (214 | ) | (30 | ) | — | |||||||
Payments of deferred financing costs | (14,388 | ) | (3,040 | ) | (13,283 | ) | ||||||
Proceeds from issuance of common stock | — | — | 6 | |||||||||
Common stock repurchases | (33,599 | ) | (12,184 | ) | (10,413 | ) | ||||||
Payments of offering costs and fees related to common stock issuances | — | — | (629 | ) | ||||||||
Distributions paid | (76,717 | ) | (75,432 | ) | (66,214 | ) | ||||||
Contributions from non-controlling interest holders | 472 | — | 500 | |||||||||
Distributions to non-controlling interest holders | (643 | ) | (731 | ) | (698 | ) | ||||||
Net cash provided by (used in) financing activities | 199,843 | (55,567 | ) | 332,880 | ||||||||
Net change in cash, cash equivalents and restricted cash | 69,401 | 4,066 | (155,274 | ) | ||||||||
Cash, cash equivalents and restricted cash, beginning of year | 33,187 | 29,121 | 184,395 | |||||||||
Cash, cash equivalents and restricted cash, end of year | $ | 102,588 | $ | 33,187 | $ | 29,121 | ||||||
F-6
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for interest | $ | 26,097 | $ | 18,512 | $ | 7,867 | ||||||
Cash paid for income taxes | 28 | 339 | 374 | |||||||||
Non-cash investing and financing activities: | ||||||||||||
Common stock issued through distribution reinvestment plan | 61,206 | 73,630 | 78,502 | |||||||||
Accrued repurchases included in accounts payable and accrued expenses | — | — | 12,014 | |||||||||
Assumption of mortgage notes payable used to acquire investments in real estate | 4,897 | — | 100,058 | |||||||||
Premiums and discounts on assumed mortgage notes payable | — | — | 1,492 | |||||||||
Liabilities assumed in real estate acquisitions | 1,056 | — | 882 | |||||||||
Asset acquisition (inflows/outflows from operations) | 416 | — | — | |||||||||
Asset acquisition (inflows/outflows from investing activity) | (723 | ) | — | — | ||||||||
Asset acquisition gain | 307 | — | — | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Note 1 — Organization
Healthcare Trust, Inc. (including, as required by context, Healthcare Trust Operating Partnership, L.P. (the "OP") and its subsidiaries, the "Company") invests in healthcare real estate, focusing on seniors housing and medical office buildings ("MOB"), located in the United States for investment purposes. As of December 31, 2017, the Company owned 185 properties located in 30 states and comprised of 9.0 million rentable square feet.
The Company, which was incorporated on October 15, 2012, is a Maryland corporation that elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with its taxable year ended December 31, 2013. Substantially all of the Company's business is conducted through the OP.
In February 2013, the Company commenced its initial public offering (the "IPO") on a "reasonable best efforts" basis of up to $1.7 billion of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts. The Company closed its IPO in November 2014 and as of such date the Company had received cumulative proceeds of $2.0 billion from its IPO. As of December 31, 2017, the Company has received total proceeds of $2.2 billion, net of shares repurchased under the Share Repurchase Program (as amended, the "SRP") (see Note 8 — Common Stock) and including $256.3 million in proceeds received under the DRIP.
On April 7, 2016 (the "NAV Pricing Date"), the Board approved an estimate of per share net asset value ("NAV"). On March 30, 2017, the Board approved an updated estimate of per-share net asset value ("Estimated Per-Share NAV") as of December 31, 2016. Subsequent valuations will occur periodically, at the discretion of the Board, provided that such estimates will be made at least annually. Pursuant to the DRIP, the Company's stockholders can elect to reinvest distributions by purchasing shares of the Company's common stock. Prior to the NAV Pricing Date, the Company offered shares pursuant to the DRIP at $23.75 per share, which was 95% of the initial offering price of shares of common stock in the IPO. Effective April 7, 2016, the Company began offering shares pursuant to the DRIP at the then-current NAV approved by the Board (see Note 8 — Common Stock).
The Company has no employees. Healthcare Trust Advisors, LLC (the "Advisor") has been retained by the Company to manage the Company's affairs on a day-to-day basis. The Company has retained Healthcare Trust Properties, LLC (the "Property Manager") to serve as the Company's property manager. The Advisor and Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global"), the parent of the Company's sponsor, American Realty Capital VII, LLC (the "Sponsor"), as a result of which they are related parties, and each have received or will receive compensation, fees and expense reimbursements from the Company for services related to managing its business. The Advisor, Healthcare Trust Special Limited Partnership, LLC (the "Special Limited Partner") and Property Manager also have received or will receive compensation, fees and expense reimbursements related to the investment and management of the Company's assets.
Note 2 — Summary of Significant Accounting Policies
Basis of Accounting
The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States ("GAAP").
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation, including amounts within rental income, resident services and fee income, cash flows from operating activities and cash flows from financing.
Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and consolidated joint venture arrangements in which the Company has controlling financial interests. The portions of the consolidated joint venture arrangements not owned by the Company are presented as non-controlling interests as of and during the period consolidated. All inter-company accounts and transactions have been eliminated in consolidation.
F-8
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The Company evaluates its relationships and investments to determine if it has variable interests. A variable interest is an investment or other interest that will absorb portions of an entity's expected losses or receive portions of the entity's expected residual returns. If the Company determines that it has a variable interest in an entity, it evaluates whether such interest is in a variable interest entity ("VIE"). A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance or (2) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company consolidates any VIEs when it is determined to be the primary beneficiary of the VIE's operations.
A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but are not limited to, the Company's ability to direct the activities that most significantly impact the entity's economic performance, its form of ownership interest, its representation on the entity's governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions and to replace the manager of and/or liquidate the entity.
The Company continually evaluates the need to consolidate joint ventures based on standards set forth in GAAP. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, power to make decisions and contractual and substantive participating rights of the partners/members as well as whether the entity is a VIE for which the Company is the primary beneficiary.
The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, real estate taxes, fair value measurements and income taxes, as applicable.
Real Estate Investments
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.
The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statement of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets.
In business combinations, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings and fixtures. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests are recorded at their estimated fair values.
In asset acquisitions, the Company allocates the purchase price as well as other costs of acquisition, such as transaction costs, to tangible and identifiable intangible assets or liabilities based on the basis of relative fair values. This cost accumulation model is unique to asset acquisitions and differs from business combinations as there is no goodwill recognized.
The Company generally determines the value of construction in progress based upon the replacement cost. During the construction period, we capitalize interest, insurance and real estate taxes until the development has reached substantial completion.
The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases is recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company’s estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease including any below-market fixed rate renewal options for below-market leases.
F-9
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including real estate valuations prepared by independent valuation firms. The Company also considers information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate, i.e. location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business.
In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates.
In allocating non-controlling interests, amounts are recorded based on the fair value of units issued or percentage of investment contributed at the date of acquisition, as determined by the terms of the applicable agreement.
Real estate investments that are intended to be sold are designated as "held for sale" on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale. Real estate investments are no longer depreciated when they are classified as held for sale. If the disposal, or intended disposal, of certain real estate investments represents a strategic shift that has had or will have a major effect on the Company's operations and financial results, the operations of such real estate investments would be presented as discontinued operations in the consolidated statements of operations and comprehensive loss for all applicable periods. There were $37.8 million in real estate investments held for sale as of December 31, 2017. There were no real estate investments held for sale as of December 31, 2016.
Depreciation and Amortization
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
Construction in progress, including capitalized interest, insurance and real estate taxes, is not depreciated until the development has reached substantial completion.
The assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining term of the respective mortgages.
Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are accreted as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods.
Capitalized above-market ground lease values are accreted as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.
Impairment of Long Lived Assets
If circumstances indicate that the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. Impairment assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.
Cash and Cash Equivalents
Cash and cash equivalents includes cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. As of December 31, 2017 and 2016, approximately $17.9 million and $10,000 was held in money market funds with the Company's financial institutions.
F-10
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company ("FDIC") up to an insurance limit. At December 31, 2017 and 2016, the Company had deposits of $94.2 million and $29.2 million, of which $79.9 million and $16.1 million, respectively, were in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result.
Restricted Cash
Restricted cash generally consists of resident security deposits and reserves related to real estate taxes, maintenance, structural improvements, and debt service.
Deferred Costs, Net
Deferred costs, net, consists of deferred financing costs related to the Company's Revolving Credit Facility and deferred leasing costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method and included in interest expense on the accompanying consolidated statements of operations and comprehensive loss. Unamortized deferred financing costs are expensed if the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. As of December 31, 2017 and 2016, the Company had $12.9 million and $10.7 million of deferred financing costs, net of accumulated amortization of $11.4 million and $6.7 million, respectively.
Deferred leasing costs, consisting primarily of lease commissions and professional fees incurred in connection with new leases, are deferred and amortized over the term of the lease. As of December 31, 2017 and 2016, the Company had $2.3 million and $1.4 million in deferred leasing costs, net of accumulated amortization of $0.5 million and $0.2 million, respectively.
Revenue Recognition
The Company's rental income is primarily related to rent received from tenants in MOBs and triple-net leased healthcare facilities. Rent from tenants in the Company's MOB and triple-net leased healthcare facilities operating segments (as discussed below) is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease. Because many of the leases provide for rental increases at specified intervals, GAAP requires the Company to record a receivable, and include in revenues on a straight-line basis, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation.
Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable.
Resident services and fee income primarily relates to rent from residents in the Company's seniors housing — operating properties ("SHOP") held using a structure permitted by the REIT Investment Diversification and Empowerment Act of 2007 ("RIDEA") and to fees for ancillary services performed for SHOP residents. Rental income from residents in the Company's SHOP operating segment is recognized as earned. Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services. The terms of the rent are short term in nature, primarily month-to-month. Fees for ancillary services are recorded in the period in which the services are performed.
The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates.
The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company records an increase in the allowance for uncollectible accounts on the consolidated balance sheets or records a direct write-off of the receivable in the consolidated statements of operations.
F-11
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Offering and Related Costs
Offering and related costs include all expenses incurred in connection with the IPO. Offering costs of the Company (other than selling commissions and the dealer manager fee, as discussed in Note 9 — Related Party Transactions and Arrangements) may be paid by the Advisor, the Former Dealer Manager or their affiliates on behalf of the Company. Offering and related costs included (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Former Dealer Manager for amounts it paid to reimburse the itemized and detailed due diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company was obligated to reimburse the Advisor or its affiliates, as applicable, for offering costs paid by them on behalf of the Company, provided that the Advisor was obligated to reimburse the Company to the extent offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2.0% of offering proceeds, net of repurchases and DRIP. As a result, these costs were only a liability of the Company to the extent aggregate selling commissions, the dealer manager fees and other organization and offering costs did not exceed 12.0% of the gross proceeds determined at the end of the IPO. As of the end of the IPO in November 2014, cumulative offering costs did not exceed 12.0% of the gross proceeds received in the IPO (See Note 9 — Related Party Transactions and Arrangements).
Equity-Based Compensation
The Company has a stock-based incentive award plan for its directors, which is accounted for under the guidance of share based payments. The expense for such awards is included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met (See Note 11 — Share-Based Compensation).
Income Taxes
The Company elected and qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986 (the "Code"), as amended, commencing with the taxable year ended December 31, 2013. If the Company continues to qualify for taxation as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes all of its REIT taxable income to its stockholders. REITs are subject to a number of organizational and operational requirements, including a requirement that the Company distribute annually at least 90% of the Company’s REIT taxable income to the Company’s stockholders. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law by the U.S. President. The Company is not aware of any provision in the final tax reform legislation or any pending tax legislation that would adversely affect its ability to operate as a REIT or to qualify as a REIT for U.S. federal income tax purposes. However, new legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or promulgated from time to time, that could change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to the Company's qualification as a REIT.
If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax) beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years. The Company distributed to its stockholders 100% of its REIT taxable income for each of the years ended December 31, 2017, 2016 and 2015. Accordingly, no provision for federal or state income taxes related to such REIT taxable income was recorded in the Company's financial statements. Even if the Company continues to qualify for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.
Certain limitations are imposed on REITs with respect to the ownership and operation of seniors housing communities. Generally, to qualify as a REIT, the Company cannot directly or indirectly operate seniors housing communities. Instead, such facilities may be either leased to a third party operator or leased to a taxable REIT subsidiary (“TRS”) and operated by a third party on behalf of the TRS. Accordingly, the Company has formed a TRS entity under the OP to lease its SHOPs and the TRS has entered into management contracts with unaffiliated third party managers to operate the facilities on its behalf.
F-12
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
As of December 31, 2017, the Company, through its TRS entity, owned 52 seniors housing communities. The TRS entity is a wholly-owned subsidiary of the OP. A TRS is subject to federal, state and local income taxes. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company determines that it would not be able to realize the deferred income tax assets in the future in excess of the net recorded amount, the Company establishes a valuation allowance which offsets the previously recognized income tax benefit. Deferred income taxes result from temporary differences between the carrying amounts of the TRS's assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes as well as net operating losses. Significant components of the deferred tax assets and liabilities as of December 31, 2017 consisted of deferred rent and net operating losses. As of December 31, 2017, the Company had a deferred tax asset of $4.4 million with no valuation allowance. As of December 31, 2016, the Company had a deferred tax asset of $5.2 million with no valuation allowance. The reduction in the deferred tax asset is primarily due to the reduction in the federal corporate tax rate under the December 22, 2017 Tax Cuts and Jobs Act.
The following table details the composition of the Company's tax benefit (expense) for the years ended December 31, 2017, 2016 and 2015, which includes federal and state income taxes incurred by the Company's TRS entity. The Company estimated its income tax benefit (expense) relating to its TRS entity using a combined federal and state rate of approximately 40.1% and 40.0% for the years ended December 31, 2017 and 2016, respectively. The Company estimated its deferred income tax benefit (expense) relating to its TRS entity using a combined federal and state rate of approximately 27.2% and 40.0% for the years ended December 31, 2017 and December 31, 2016, respectively. These income taxes are reflected in income tax benefit (expense) on the accompanying consolidated statements of operations and comprehensive loss.
Year Ended December 31, | ||||||||||||||||||||||||
2017 | 2016 | 2015 | ||||||||||||||||||||||
(In thousands) | Current | Deferred | Current | Deferred | Current | Deferred | ||||||||||||||||||
Federal benefit (expense) | $ | (811 | ) | $ | 1,597 | $ | 2,103 | $ | (237 | ) | $ | 1,667 | $ | 762 | ||||||||||
State benefit (expense) | 3 | (142 | ) | 308 | (90 | ) | 358 | 191 | ||||||||||||||||
Total | $ | (808 | ) | $ | 1,455 | $ | 2,411 | $ | (327 | ) | $ | 2,025 | $ | 953 | ||||||||||
As of December 31, 2017 and 2016, the Company had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended December 31, 2013 remain open to examination by the major taxing jurisdictions to which the Company is subject.
The amount of distributions payable to the Company's stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as applicable, and annual distribution requirements needed to qualify and maintain the Company's status as a REIT under the Code.
The following table details from a tax perspective the portion of distributions classified as a return of capital, capital gain dividend income and ordinary dividend income, per share per annum, for the years ended December 31, 2017, 2016 and 2015:
Year Ended December 31, | |||||||||||||||||||||
2017 | 2016 | 2015 | |||||||||||||||||||
Return of capital | 99.7 | % | $ | 1.50 | 86.8 | % | $ | 1.47 | 97.9 | % | $ | 1.66 | |||||||||
Capital gain dividend income | 0.3 | % | 0.01 | 0.5 | % | 0.01 | 0.3 | % | 0.01 | ||||||||||||
Ordinary dividend income | — | % | — | 12.7 | % | 0.22 | 1.8 | % | 0.03 | ||||||||||||
Total | 100.0 | % | $ | 1.51 | 100.0 | % | $ | 1.70 | 100.0 | % | $ | 1.70 | |||||||||
Per Share Data
Net income (loss) per basic share of common stock is calculated by dividing net income (loss) by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted net income (loss) per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period.
F-13
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Reportable Segments
The Company has determined that it has three reportable segments, with activities related to investing in MOBs, triple-net leased healthcare facilities, and seniors housing communities. Management evaluates the operating performance of the Company's investments in real estate and seniors housing communities on an individual property level.
Recently Issued Accounting Pronouncements
Adopted as of December 31, 2017
In March 2016, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Updated ("ASU") ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. Under the new guidance, the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods therein. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance did not have an impact on the Company's consolidated financial statements.
In March 2016, the FASB issued an update on ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows.
In October 2016, the Financial Accounting Standards Board (“FASB”) issued accounting standards update ("ASU") No. 2016-17, Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control, which provides guidance relating to interests held through related parties that are under common control, where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The Company has adopted the provisions of this guidance beginning January 1, 2017, and the adoption did not have an impact on the Company's consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which provides guidance on the classification of restricted cash in the statement of cash flows. The amendment requires restricted cash to be included in the beginning-of-period and end-of-period total cash amounts. Therefore, transfers between cash and restricted cash will no longer be shown on the statement of cash flows. The amendments are effective for fiscal years beginning after December 15, 2017, with early adoption permitted, including adoption in an interim period. The Company adopted this guidance effective December 31, 2017, using a retrospective transition method. As a result, the Company adjusted it statements of cash flows for the years ended December 31, 2016 and 2015 to include $4.0 million and $4.6 million of restricted cash, respectively, in the beginning and ending cash balances.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists to when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The revised guidance is effective for reporting periods beginning after December 15, 2019, and the amendments will be applied prospectively. Early application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted the new guidance effective January 1, 2017 and the adoption had no impact on the Company's consolidated financial statements.
F-14
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which revises the definition of a business. Amongst other things, this new guidance is applicable when evaluating whether an acquisition (disposal) should be treated as either a business acquisition (disposal) or an asset acquisition (disposal). Under the revised guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset or group of similar assets, the assets acquired would not be considered a business. The revised guidance is effective for reporting periods beginning after December 15, 2017, and the amendments will be applied prospectively. The Company has adopted the provisions of this guidance effective January 1, 2017. The Company's acquisitions have historically been classified as asset acquisitions, and as a result, future transaction costs are more likely to be capitalized since the Company expects most of its future acquisitions to be classified as asset acquisitions under this new standard. All of the Company's acquisitions during 2017 have been classified as asset acquisitions.
Pending Adoption as of December 31, 2017
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and has since issued several additional amendments thereto (collectively referred to herein as "ASC 606"). ASC 606 establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. The Company adopted this guidance effective January 1, 2018, for all future financial statements issued, under the modified retrospective approach and it did not have an impact on the Company's consolidated financial statements.
The Company has progressed in its project plan in evaluating its various revenue streams in order to identify any differences in the timing, measurement or presentation of revenue recognition under ASC 606 and ASU 2016-02, Leases (Topic 842) ("ASC 842"). Based on the Company’s evaluation of its various revenue streams, the Company believes that certain elements of resident services and fees in its seniors housing - operating properties ("SHOP") segment as well as gains on the sale of real estate could be impacted by the adoption of ASC 606, however, this guidance will not have a significant impact on our Consolidated Financial Statements.
Resident services and fees that may be affected by ASC 606 are generated through services the Company provides to residents of its seniors housing communities that are in addition to the residents’ contractual rights to occupy living and common-area space at the communities, such as care, meals, transportation, and activities. ASC 606 requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. While these revenue streams are subject to the application of ASC 606, the Company believes that the timing of revenue recognition will be consistent with the current accounting model because the revenues associated with these services are generally recognized on a monthly basis.
As it relates to gains on the sale of real estate, the Company expects that this standard will have an impact on the timing of gains on certain sales of real estate as a result of more transactions generally qualifying as sales of real estate and revenue being recognized at an earlier date than under current accounting guidance. Specifically, the Company expects that this would impact partial sales of real estate in situations where the Company no longer retains a controlling financial interest. If the Company were to enter into partial sales of real estate, the Company would derecognize the real estate asset consistent with the principles outlined in ASC 606 and any retained non-controlling ownership interest would be measured at fair value consistent with the guidance on noncash consideration in ASC 606.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The revised guidance amends the recognition and measurement of financial instruments. The new guidance significantly revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The Company adopted this guidance effective January 1, 2018, using the modified retrospective transition method, and there was no material impact to the Company's consolidated financial statements.
In February 2016, the FASB issued ASC 842, which originally stated that companies would be required to bifurcate certain lease revenues between lease and non-lease components, however, the FASB issued an exposure draft in January 2018 (2018 Exposure Draft) which, if adopted as written, would allow lessors a practical expedient by class of underlying assets to account for lease and non-lease components as a single lease component if certain criteria are met. Additionally, only incremental direct
F-15
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
leasing costs may be capitalized under this new guidance, which is consistent with the Company’s existing policies. ASU 842 originally required a modified retrospective method of adoption, however, the 2018 Exposure Draft indicates that companies may be permitted to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The pronouncement allows some optional practical expedients.
From a lessor perspective the Company expects that the new standard will impact the presentation of lease and non-lease components of revenue such as rent, and operating expense reimbursements including common area maintenance, taxes, and insurance from leases for which the Company is a lessor. The Company does not expect this guidance to impact its existing lessor revenue recognition pattern.
The Company is a lessee for 19 of its properties for which it has ground leases as of December 31, 2017. For these leases, the Company will be required to record a right-of-use asset and lease liability equal to the present value of the remaining lease payments upon adoption of this update. The new standard requires lessees to apply a dual lease classification approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today.
The Company is continuing to evaluate any differences in the timing, measurement, or presentation of lessor revenues as well as the impact of the new lessee accounting model on the Company’s consolidated financial position, results of operations and disclosures.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. Early adoption is permitted for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new guidance.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company will apply the new guidance beginning in the first quarter of 2018, with reclassification of prior period amounts, where applicable, and it does not expect the provisions to have a significant impact on its statement of cash flows.
In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Assets Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which provides guidance related to partial sales of non-financial assets, eliminates rules specifically addressing the sales of real estate, clarifies the definition of in substance non-financial assets, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of non-financial assets to joint ventures. The Company adopted this guidance effective January 1, 2018 using the modified transition method. The Company expects that any future sales of real estate in which the Company retains a non-controlling interest in the property would result in the full gain amount being recognized at the time of the partial sale. Historically, the Company has not retained any interest in properties it has sold.
In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which provides guidance that clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award, and the classification of the award as either equity or liability, all do not change as a result of the modification. The Company adopted this guidance effective January 1, 2018 using the modified retrospective transition method. The Company expects that any future modifications to the Company's issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above. As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost.
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities
F-16
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception guidance that changes the method to determine the classification of certain financial instruments with a down round feature as liabilities or equity instruments and clarify existing disclosure requirements for equity-classified instruments. A down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument no longer would be accounted for as a derivative liability, rather, an entity that presents earnings per share is required to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features. The revised guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. Adoption should be applied retrospectively to outstanding financial instruments with a down round feature with a cumulative-effect adjustment to the statement of financial position. The Company is currently evaluating the impact of this new guidance.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the Company adopts the update. The Company is currently assessing the potential impacts of this new standard.
Note 3 — Real Estate Investments
The Company owned 185 properties as of December 31, 2017. The Company invests in MOBs, seniors housing communities and other healthcare-related facilities primarily to expand and diversify its portfolio and revenue base. The following table presents the allocation of the assets acquired and capitalized construction in progress during the years ended December 31, 2017, 2016 and 2015:
Year Ended December 31, | ||||||||||||
(Dollar amounts in thousands) | 2017 (2) | 2016 | 2015 | |||||||||
Real estate investments, at cost: | ||||||||||||
Land | $ | 18,501 | $ | — | $ | 79,329 | ||||||
Buildings, fixtures and improvements | 135,344 | — | 519,185 | |||||||||
Construction in progress | 11,952 | 38,746 | 21,309 | |||||||||
Total tangible assets | 165,797 | 38,746 | 619,823 | |||||||||
Intangible assets and liabilities: | ||||||||||||
In-place leases | 21,546 | — | 62,584 | |||||||||
Market lease and other intangible assets | 2,472 | — | 3,223 | |||||||||
Market lease liabilities | (888 | ) | — | (10,064 | ) | |||||||
Total intangible assets and liabilities | 23,130 | — | 55,743 | |||||||||
Mortgage notes payable, net | (4,897 | ) | — | (101,550 | ) | |||||||
Other assets acquired and (liabilities assumed) in the Asset Acquisition, net (1) | (1,056 | ) | — | (3,882 | ) | |||||||
Consideration paid for acquired real estate investments | $ | 182,974 | $ | 38,746 | $ | 570,134 | ||||||
Number of properties purchased | 23 | — | 48 | |||||||||
_______________
(1) | Includes liabilities of $0.8 million in accounts payable and accrued expenses, $0.5 million in non-controlling interests and $0.1 million in deferred rent and includes assets of $0.2 million in cash and $0.2 million in restricted cash related to the 19 properties acquired from HT III. |
(2) | Includes the purchase all of the membership interests in indirect subsidiaries of American Realty Capital Healthcare Trust III, Inc. (HT III) that owned the 19 properties comprising substantially all of HT III’s assets, pursuant to a purchase agreement, dated as of June 16, 2017. HT III is sponsored and advised by an affiliate of the Company’s advisor. See Note 9 — Related Party Transactions and Arrangements for additional information. |
F-17
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of December 31, 2017. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to performance thresholds and increases in annual rent based on exceeding certain economic indexes, among other items.
(In thousands) | Future Minimum Base Rent Payments | |||
2018 | $ | 93,064 | ||
2019 | 89,753 | |||
2020 | 84,681 | |||
2021 | 79,190 | |||
2022 | 72,700 | |||
Thereafter | 340,964 | |||
Total | $ | 760,352 | ||
As of December 31, 2017, 2016 and 2015, the Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income for the portfolio on a straight-line basis.
The following table lists the states where the Company had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of December 31, 2017, 2016 and 2015:
December 31, | ||||||
State | 2017 | 2016 | 2015 | |||
Florida | 17.5% | 19.3% | 18.6% | |||
Georgia | 10.7% | 10.2% | * | |||
Iowa | * | 10.5% | 10.1% | |||
Michigan | 11.6% | * | * | |||
Pennsylvania | 10.8% | 12.0% | 11.4% | |||
_______________
* | State's annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified. |
Intangible Assets and Liabilities
Acquired intangible assets and liabilities consisted of the following as of the periods presented:
December 31, 2017 | December 31, 2016 | |||||||||||||||||||||||
(In thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
Intangible assets: | ||||||||||||||||||||||||
In-place leases | $ | 215,453 | $ | 130,749 | $ | 84,704 | $ | 195,940 | $ | 115,641 | $ | 80,299 | ||||||||||||
Market lease assets | 30,636 | 7,853 | 22,783 | 28,220 | 5,798 | 22,422 | ||||||||||||||||||
Other intangible assets | 10,589 | 838 | 9,751 | 10,589 | 574 | 10,015 | ||||||||||||||||||
Total acquired intangible assets | $ | 256,678 | $ | 139,440 | $ | 117,238 | $ | 234,749 | $ | 122,013 | $ | 112,736 | ||||||||||||
Intangible liabilities: | ||||||||||||||||||||||||
Market lease liabilities | $ | 25,956 | $ | 7,127 | $ | 18,829 | $ | 25,614 | $ | 5,427 | $ | 20,187 | ||||||||||||
F-18
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangible assets, amortization and accretion of above- and below-market lease assets and liabilities, net and the accretion of above-market ground leases, for the periods presented:
Year Ended December 31, | ||||||||||||
(In thousands) | 2017 | 2016 | 2015 | |||||||||
Amortization of in-place leases and other intangible assets(1) | $ | 17,369 | $ | 38,754 | $ | 75,481 | ||||||
Amortization and (accretion) of above- and below-market leases, net(2) | (308 | ) | (209 | ) | (359 | ) | ||||||
Amortization of above- and below-market ground leases, net(3) | 172 | 172 | 199 | |||||||||
_______________
(1) | Reflected within depreciation and amortization expense. |
(2) | Reflected within rental income. |
(3) | Reflected within property operating and maintenance expense |
The following table provides the projected amortization and property operating and maintenance expense and adjustments to revenues for the next five years:
(In thousands) | 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||||
In-place lease assets | $ | 18,157 | $ | 14,110 | $ | 11,951 | $ | 9,613 | $ | 7,792 | ||||||||||
Other intangible assets | 612 | 568 | 414 | 414 | 414 | |||||||||||||||
Total to be added to amortization expense | $ | 18,769 | $ | 14,678 | $ | 12,365 | $ | 10,027 | $ | 8,206 | ||||||||||
Above-market lease assets | $ | (1,889 | ) | $ | (1,600 | ) | $ | (1,261 | ) | $ | (909 | ) | $ | (558 | ) | |||||
Below-market lease liabilities | 1,926 | 1,646 | 1,489 | 1,339 | 1,309 | |||||||||||||||
Total to be added to rental income | $ | 37 | $ | 46 | $ | 228 | $ | 430 | $ | 751 | ||||||||||
Below-market ground lease assets | $ | 212 | $ | 212 | $ | 212 | $ | 212 | $ | 212 | ||||||||||
Above-market ground lease liabilities | (65 | ) | (65 | ) | (65 | ) | (65 | ) | (63 | ) | ||||||||||
Total to be added to property operating and maintenance expense | $ | 147 | $ | 147 | $ | 147 | $ | 147 | $ | 149 | ||||||||||
Transfer of Operations
On June 8, 2017, the Company's taxable REIT subsidiary acquired 12 operating entities that leased 12 healthcare facilities previously included in the Company's triple-net leased healthcare facilities segment. Concurrently with the acquisition of the 12 operating entities, the Company transitioned the management of the healthcare facilities to a third-party management company that manages other healthcare facilities in the Company's SHOP segment. As a part of the transition, the Company's subsidiary property companies executed leases with the acquired operating entities and the acquired operating entities executed management agreements with the management company under a structure permitted by the RIDEA. As part of the transition of operations, the Company now controls the operating entities that hold the operating licenses for the healthcare facilities. The Company determined the transition of operations to be an asset acquisition and accounted for such transfer accordingly.
At closing of the transfer of operations, the Company assumed the following assets and liabilities which are included in the consolidated balance sheet within the line items as shown below. The amounts below reflect the fair values of these assets and liabilities, as of the transfer closing date, to the appropriate financial statement line as shown below during the year ended December 31, 2017.
F-19
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
(In thousands) | June 8, 2017 | |||
Buildings, fixtures and improvements | $ | 723 | ||
Cash and cash equivalents | 865 | |||
Prepaid expenses and other assets | 651 | |||
Total assets acquired | $ | 2,239 | ||
Accounts payable and accrued expenses | $ | 1,188 | ||
Deferred rent | 744 | |||
Total liabilities acquired | $ | 1,932 | ||
Gain on acquisition | $ | 307 | ||
Real Estate Sales
During the year ended December 31, 2017, the Company sold the Dental Arts Building located in Peoria, Arizona for an aggregate contract sales price of $0.8 million, exclusive of closing costs. The sale of this property resulted in a gain of $0.4 million for the year ended December 31, 2017, which is reflected within gain on sale of real estate investment in the consolidated statements of operations and comprehensive loss.
During the year ended December 31, 2016, the Company sold Gregory Ridge Living Center ("Gregory Ridge") and Parkway Health Care Center ("Parkway"), both located in Kansas City, Missouri. The sale of these properties resulted in an impairment charge of $0.4 million for the year ended December 31, 2016, which is reflected within impairment charges in the consolidated statements of operations and comprehensive loss.
During the year ended December 31, 2016, the Company sold Redwood Radiology and Outpatient Center ("Redwood Radiology") located in Santa Rosa, California for an aggregate contract price of $17.5 million. The sale of this property resulted in a gain of $1.3 million for the year ended December 31, 2016, which is reflected within gain on sale of real estate investments in the consolidated statements of operations and comprehensive loss.
The following table summarizes the four properties sold during the years ended December 31, 2017 and 2016:
Property (In thousands) | Disposition Date | Contract Sale Price | Gain (Impairment) on Sale, Net | |||||||
Gregory Ridge Living Center - Kansas City, MO | June 1, 2016 | $ | 4,300 | $ | (126 | ) | ||||
Parkway Health Center Care Center - Kansas City, MO | June 1, 2016 | 4,450 | (263 | ) | ||||||
Redwood Radiology and Outpatient Center - Santa Rosa, CA | September 30, 2016 | 17,500 | 1,330 | |||||||
Dental Arts Building - Peoria, AZ | May 16, 2017 | 825 | 438 | |||||||
Total | 27,075 | $ | 1,379 | |||||||
Less: disposal costs | (428 | ) | ||||||||
Proceeds from sales of real estate investments | $ | 26,647 | ||||||||
The sales of Gregory Ridge, Parkway, Redwood Radiology, and the Dental Arts Building did not represent a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, the results of operations of Gregory Ridge, Parkway, Redwood Radiology, and the Dental Arts Building remain classified within continuing operations for all periods presented until the respective sale dates.
Assets Held For Sale
When assets are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company's estimate of the net sales price of the assets.
F-20
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The following table details the major classes of assets associated with the properties that have been classified as held for sale as of December 31, 2017:
(In thousands) | December 31, 2017 | |||
Real estate held for sale, at cost: | ||||
Land | $ | 3,131 | ||
Buildings, fixtures and improvements | 38,596 | |||
Total real estate held for sale, at cost | 41,727 | |||
Less accumulated depreciation and amortization | (3,870 | ) | ||
Real estate assets held for sale, net | 37,857 | |||
Impairment charges related to properties reclassified as held for sale | (35 | ) | ||
Assets held for sale | $ | 37,822 | ||
Missouri SNF Properties
In January 2017, the Company entered into an agreement to sell eight of its skilled nursing facility properties in Missouri (the "Missouri SNF Properties") for an aggregate contract purchase price of $42.0 million if closing occurred in 2017, and $44 million if closing occurred in 2018 (including any amendments thereto, the "Missouri SNF PSA"). Subsequently, in February 2017, the due diligence period of the Missouri SNF PSA expired and, concurrently with the expiration of the due diligence period, the Company stopped recognizing depreciation and amortization expense and reclassified the Missouri SNF Properties as held for sale on the consolidated balance sheet. The Missouri SNF PSA provided for an extended closing period to include seven closing adjournment periods, each requiring a non-refundable deposit through the final closing adjournment date, September 28, 2018.
The Company does not have a material relationship with the potential buyer, and the disposition will not be an affiliated transaction. Although the Company believes the disposition of the Missouri SNF Properties is probable, there can be no assurance that the disposition will be consummated per the terms of the Missouri SNF PSA or at all. In connection with the Missouri SNF Properties being classified as held for sale, the Company recognized an impairment charge of approximately $35,000 on one of the eight Missouri SNF Properties.
In February 2017, the Company's then-existing operator entered into an agreement to transfer the operations of the Missouri SNF Properties to a new operator (the "Missouri SNF OTA"). The Missouri SNF OTA permanently transferred all aspects of operations to the new operator effective March 1, 2017 and was not dependent on closing on the sale of the Missouri SNF Properties as outlined in the Missouri SNF PSA. On March 1, 2017, in connection with the new operator assuming the leases of the Missouri SNF Properties from the old operator pursuant to the Missouri SNF OTA, the Company paid its third-party broker a leasing commission of $0.4 million. The Company capitalized this cost to deferred costs, net and amortized the cost through December 31, 2017, the expected disposition date of the Missouri SNF Properties under the Missouri SNF PSA.
Additionally, on March 1, 2017, in connection with the Missouri SNF PSA and Missouri SNF OTA, the Company reached an agreement with the prior tenants of the Missouri SNF Properties to provide a one-time payment of $2.8 million by the Company to a creditor of the prior tenants in order to close on the transfer of operations of the Missouri SNF Properties. This payment was made in March 2017 and is included in the Company's acquisition and transaction related expenses in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2017.
On November 13, 2017, the Company received copies of notices, each dated November 1, 2017, from the Missouri Department of Health and Senior Services, Division of Regulation and Licensure, Section for Long-Term Care Regulation ("DHSS"), addressed to two of the eight tenants of the Missouri SNF Properties, stating that such tenants’ licenses to operate the facilities will be null and void on December 1, 2017. The notices provide the tenants the right to file an administrative appeal of the license revocations within fifteen days after the date of the mailing of the notices.
On November 15, 2017, the tenants filed with the Administrative Hearing Commission of the State of Missouri (the “Commission”) a complaint appealing the decision by the DHSS to revoke the tenants’ operating licenses and a motion to stay the revocation. On November 22, 2017, the subject tenants and the DHSS entered into an Agreement for Entry of Stay Order With Conditions and the Commission granted the motion for stay subject to the conditions set forth in the aforementioned Agreement, pending an evidentiary hearing or formal settlement.
On November 13, 2017, the Company received copies of notices, each dated November 1, 2017, from the DHSS addressed to the six of the eight tenants of the Missouri SNF Properties, stating that the applications for regular license for the applicable
F-21
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Missouri SNF Properties were denied and, further, that such tenants would no longer be authorized to operate the applicable Missouri SNF Properties upon expiration of the then current operating permits on November 30, 2017. The applicable tenants subsequently filed a petition for injunctive relief in the Circuit Court of Cole County, Missouri (the “Circuit Court”). On November 27, 2017, the subject tenants and the DHSS entered into an Agreement for Issuance of Regular Licenses With Conditions. On November 28, 2017, the Circuit Court granted the subject tenants’ petition, enjoined the DHSS from denying the tenants’ applications for regular licenses and required the DHSS to issue regular licenses with expiration dates no earlier than May 28, 2018, pending a hearing on the merits before the Commission or formal settlement, and subject to the aforementioned Agreement.
On December 13, 2017, the Company entered into a second amendment to the Missouri SNF PSA (the "Second Amendment to the Missouri SNF PSA") which reduced the contract purchase price from $42.0 million to $40.0 million. The Company has agreed to finance the reduced contract purchase price through a $7.5 million loan which is evidenced by a personally guaranteed promissory note. This loan to the purchaser matures two years after closing and accrues interest at 6.0% per annum. The closing date was amended to occur on or before the sixtieth day following the date on which all of the tenants have received a permanent license to operate the Missouri SNF Properties, but in no event later than September 30, 2018 (the "Missouri SNF Closing Date"). Simultaneous with the entry into the Second Amendment to the Missouri SNF PSA, the Company and the tenants of the Missouri SNF properties entered into a Third Amendment to the leases of the Missouri SNF properties, which reduced the rent through the Missouri SNF Closing Date which will be restored to its prior rate in the event that the sale does not occur. On December 13, 2017, pursuant to the Second Amendment to the Missouri SNF PSA, the tenant deposited $583,000 of the $1.4 million earnest money deposit. On December 14, 2017, the Company funded the remaining $792,000 earnest money deposit.
Impairment of Held for Use Real Estate Investments
As of December 31, 2017, the Company owned 49 held for use properties for which the Company had reconsidered the projected cash flows due to continued declining performance. As a result, the Company evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company primarily used an undiscounted cash flow approach to estimate the future cash flows expected to be generated. The Company made certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods, assessment of terminal values, property capitalization rates, and discount rates. As these factors are difficult to predict and are subject to future events that may alter management's assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future.
For some of the held for use properties noted above, the Company used a broker opinion of value to estimate future cash flows expected to be generated. The Company made certain assumptions in this approach as well, mainly that the sale of these properties would close at this value and within a specified time in the future. There can be no guarantee that the sales of these properties will close under these terms or at all.
As a result of its consideration of impairment, the Company determined that the carrying value of six held for use properties noted above exceeded their estimated fair values and recognized an aggregate impairment charge of $19.0 million, which is included on the consolidated statement of operations and comprehensive loss for year ended December 31, 2017. The estimated fair value of the remaining properties evaluated was greater than their carrying value.
Illinois Skilled Nursing Facility Portfolio Leases
On November 1, 2017, the Company, through wholly owned subsidiaries of the OP, entered into separate triple-net leases for seven skilled nursing facilities located in the state of Illinois. The operators under the new leases are affiliates of Aperion Care, Inc., an operator of over thirty skilled nursing, rehabilitation and long term care facilities located in the states of Illinois, Indiana, and Missouri. Six of the seven skilled nursing facilities had previously been under the possession and control of a receiver pursuant to a consensual order appointing receiver issued by the United States District Court for the Northern District of Illinois, Eastern Division on November 1, 2016. On November 1, 2017, the Court ordered the termination of the receiver’s possession and control of the skilled nursing facilities and the transition of operations to the operators under the new leases. Each of the seven new leases have an initial term of ten years and are guaranteed by Aperion Care, Inc. and certain affiliated individuals and trusts.
In connection with the execution of the leases, the OP agreed to indemnify and hold harmless the tenants under the new leases with respect to all claims, demands, obligations, losses, liabilities, damages, recoveries, and deficiencies that such tenants may suffer as a result of the prior tenants’ failure to discharge certain tax liabilities or to pay certain assessments, recoupments, claims, fines or penalties accrued or payable with respect to the facilities that accrued between December 31, 2014 and October 31, 2017. The OP’s indemnity obligation is capped at $2.5 million and expires on the earlier of the date of termination of a lease or April 1, 2020.
F-22
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Note 4 — Mortgage Notes Payable, Net
The following table reflects the Company's mortgage notes payable as of December 31, 2017 and 2016:
Portfolio | Encumbered Properties (1) | Outstanding Loan Amount as of December 31, | Effective Interest Rate | Interest Rate | Maturity | ||||||||||||
2017 | 2016 | ||||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||
Medical Center of New Windsor - New Windsor, NY | — | $ | — | $ | 8,602 | — | % | Fixed | Sep. 2017 | ||||||||
Plank Medical Center - Clifton Park, NY | — | — | 3,414 | — | % | Fixed | Sep. 2017 | ||||||||||
Countryside Medical Arts - Safety Harbor, FL | 1 | 5,773 | 5,904 | 4.98 | % | Variable | (2) | Apr. 2019 | |||||||||
St. Andrews Medical Park - Venice, FL | 3 | 6,381 | 6,526 | 4.98 | % | Variable | (2) | Apr. 2019 | |||||||||
Slingerlands Crossing Phase I - Bethlehem, NY | — | — | 6,589 | — | % | Fixed | Sep. 2017 | ||||||||||
Slingerlands Crossing Phase II - Bethlehem, NY | — | — | 7,671 | — | % | Fixed | Sep. 2017 | ||||||||||
Benedictine Cancer Center - Kingston, NY | — | — | 6,719 | — | % | Fixed | Sep. 2017 | ||||||||||
Aurora Healthcare Center Portfolio - WI | — | — | 30,858 | — | % | Fixed | Jan. 2018 | ||||||||||
Palm Valley Medical Plaza - Goodyear, AZ | 1 | 3,327 | 3,428 | 4.15 | % | Fixed | Jun. 2023 | ||||||||||
Medical Center V - Peoria, AZ | 1 | 3,066 | 3,151 | 4.75 | % | Fixed | Sep. 2023 | ||||||||||
Courtyard Fountains - Gresham, OR | 1 | 24,372 | 24,820 | 3.87 | % | Fixed | (3) | Jan. 2020 | |||||||||
Fox Ridge Bryant - Bryant, AR | 1 | 7,565 | 7,698 | 3.98 | % | Fixed | May 2047 | ||||||||||
Fox Ridge Chenal - Little Rock, AR | 1 | 17,270 | 17,540 | 3.98 | % | Fixed | May 2049 | ||||||||||
Fox Ridge North Little Rock - North Little Rock, AR | 1 | 10,716 | 10,884 | 3.98 | % | Fixed | May 2049 | ||||||||||
Philip Professional Center - Lawrenceville, GA | 2 | 4,895 | — | 4.00 | % | Fixed | Oct. 2019 | ||||||||||
MOB Loan | 32 | 250,000 | — | 4.44 | % | Fixed | (5) | June 2022 | |||||||||
Bridge Loan | 23 | 82,000 | — | 4.13 | % | Variable | Dec. 2019 | ||||||||||
Gross mortgage notes payable | 67 | 415,365 | 143,804 | 4.31 | % | (4) | |||||||||||
Deferred financing costs, net of accumulated amortization | (7,625 | ) | (1,516 | ) | |||||||||||||
Mortgage premiums and discounts, net | (1,110 | ) | 466 | ||||||||||||||
Mortgage notes payable, net | $ | 406,630 | $ | 142,754 | |||||||||||||
_______________
(1) Does not include eligible unencumbered real estate assets comprising the borrowing base of the Revolving Credit Facility. The equity interests and related rights in our wholly owned subsidiaries that directly own or lease these real estate assets have been pledged for the benefit of the lenders thereunder. See Note 5 — Credit Facilities.
(2) Fixed interest rate through May 10, 2017. Interest rate changes to variable rate starting in June 2017.
(3) Interest only payments through July 1, 2016. Principal and interest payments began in August 2016.
(4) Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2017.
(5) Variable rate loan which is fixed as a result of entering into interest rate swap agreements. Note 7 — Derivatives and Hedging Activities.
As of December 31, 2017, the Company had pledged $912.9 million in real estate as collateral for these mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable on the properties. Except as noted above, the Company makes payments of principal and interest on all of its mortgage notes payable on a monthly basis.
Some of the Company's mortgage note agreements require the compliance with certain property-level financial covenants including debt service coverage ratios. As of December 31, 2017, the Company was in compliance with the financial covenants under its mortgage note agreements.
MOB Loan
On June 30, 2017, Capital One, National Association ("Capital One, NA"), as administrative agent and lender, and certain other lenders (collectively, the "MOB Lenders"), made a loan in the aggregate amount of $250.0 million (the “MOB Loan”) to certain subsidiaries of the OP. In connection with the MOB Loan, the OP entered into a Guaranty of Recourse Obligations (the “Guaranty”) and a Hazardous Materials Indemnity Agreement (the “Environmental Indemnity”) in favor of Capital One, NA and the MOB Lenders. Pursuant to the Guaranty, the OP has guaranteed, among other things, specified losses arising from certain actions of any of the OP's subsidiaries, including fraud, willful misrepresentation, certain intentional acts, misapplication of funds, physical waste, and failure to pay taxes. The Guaranty requires the Company to maintain a certain minimum of shareholders’ equity on its balance sheet. Pursuant to the Environmental Indemnity, the OP and the Company's subsidiaries that directly own or
F-23
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
lease the mortgaged properties have indemnified the MOB Lenders against losses, costs or liabilities related to certain environmental matters.
The MOB Loan bears interest at a variable rate equal to LIBOR plus 2.5% and requires the Company to pay interest on a monthly basis with the principal balance due on the maturity date of June 30, 2022. In connection with the closing of the MOB Loan, the OP executed two interest rate swaps on the full amount of the MOB Loan, fixing the interest rate exposure at 4.38%. See Note 7 — Derivatives and Hedging Activities for additional information on the Company's outstanding derivatives.
The Company may pre-pay the MOB Loan, in whole or in part, at any time, with payment of a prepayment premium equal to (a) 2.0% of principal outstanding if prepayment is made during the first 12 months of the MOB Loan and (b) 1.0% of principal outstanding if prepayment is made during the second 12 months of the MOB Loan. Thereafter, no prepayment premium is applicable.
Bridge Loan
On December 28, 2017, 23 wholly owned subsidiaries (the “Borrowers”) of the OP entered into a loan agreement (the “Loan Agreement”) with Capital One, National Association (“Capital One”), as administrative agent and lender.
The Loan Agreement provides for a $82 million loan (the “Loan”) with a floating interest rate equal to one-month LIBOR plus 2.5% per annum and a maturity date of December 28, 2019. Subject to meeting certain conditions, including a minimum debt yield and debt service coverage ratio, the Borrowers have the right to extend the maturity date for one year.
The Loan may be prepaid at any time in whole or in part, subject to certain conditions and limitations. Upon repayment of all or any part of the principal of the Loan, whether as a prepayment or as a repayment at maturity, the Borrowers are obligated to pay to an exit fee of: (i) 2.0% of the principal amount with respect to the aggregate of approximately $63.0 million principal amount allocated under the Loan to the seven mortgaged properties that have been identified for refinancing through Fannie Mae or Freddie Mac, and (ii) 1.0% of the principal amount with respect to the aggregate of approximately $19 million principal amount allocated under the Loan to the other sixteen mortgaged properties. No exit fee will be due or payable: (i) with respect to any portion of the Loan refinanced through Fannie Mae’s Multifamily MBS program with Capital One or one of its affiliates acting as agent, originator or seller, (ii) with respect to any portion of the Loan that is not refinanced through Fannie Mae’s Multifamily MBS program due to the program no longer being available under applicable law or because the applicable mortgaged property being refinanced does not qualify for financing through the program, or (iii) with respect to any prepayment in connection with a casualty or a condemnation.
At the closing of the Loan, the net proceeds were primarily used to repay $35.0 million outstanding under the Company’s senior secured revolving credit facility (the “Revolver”) related to 12 of the mortgaged properties that had been included in the pool of eligible unencumbered real estate assets comprising the borrowing base under the Revolver, with the balance available for general corporate purposes.
Future Principal Payments
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to December 31, 2017:
(In thousands) | Future Principal Payments | |||
2018 | $ | 83,534 | ||
2019 | 18,078 | |||
2020 | 24,278 | |||
2021 | 892 | |||
2022 | 250,928 | |||
Thereafter | 37,655 | |||
Total | $ | 415,365 | ||
Note 5 — Credit Facilities
The Company has the following credit facilities outstanding as of December 31, 2017 and 2016:
F-24
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Outstanding Facility Amount as of | Effective Interest Rate | ||||||||||||||||||
Credit Facility | Encumbered Properties(1) | December 31, 2017 | December 31, 2016 | December 31, 2017 | December 31, 2016 | Maturity | |||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||||
Revolving Credit Facility | 54 | (2) | $ | 239,700 | $ | 421,500 | 3.33 | % | 2.39 | % | Mar. 2019 | ||||||||
Fannie Mae Master Credit Facilities: | |||||||||||||||||||
Capital One Facility | 5 | (3) | 152,461 | 30,000 | 3.88 | % | 3.24 | % | Nov. 2026 | ||||||||||
KeyBank Facility | 10 | (4) | 142,708 | 30,000 | 3.89 | % | 3.24 | % | Nov. 2026 | ||||||||||
Total Fannie Mae Master Credit Facilities | 295,169 | 60,000 | |||||||||||||||||
Total Credit Facilities | 69 | $ | 534,869 | $ | 481,500 | 3.63 | % | (5) | 2.50 | % | (5) | ||||||||
_______________
(1) | Encumbered as of December 31, 2017. |
(2) | The equity interests and related rights in the Company's wholly owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base of the Revolving Credit Facility have been pledged for the benefit of the lenders thereunder. |
(3) | Secured by first-priority mortgages on five of the Company’s seniors housing properties located in Florida, Iowa and Georgia as of December 31, 2017. |
(4) | Secured by first-priority mortgages on ten of the Company’s seniors housing properties located in Michigan, Missouri, Kansas, California, Florida, Georgia and Iowa as of December 31, 2017. |
(5) | Calculated on a weighted average basis for all credit facilities outstanding as of December 31, 2017 and 2016. |
Revolving Credit Facility
On March 21, 2014, the Company entered into the senior secured Revolving Credit Facility in the amount of $50.0 million. On April 15, 2014 the amount available under the Revolving Credit Facility was increased to $200.0 million. The Revolving Credit Facility is secured by a pledged pool of eligible unencumbered real estate assets.
On June 26, 2015, the Company entered into an amendment to the Revolving Credit Facility which, among other things, allowed for borrowings of up to $500.0 million. On July 31, 2015, the available borrowings were increased to $565.0 million. The Revolving Credit Facility also contains a sub-facility for letters of credit of up to $25.0 million. The Revolving Credit Facility contains an "accordion" feature to allow the Company, under certain circumstances, to increase the aggregate borrowings under the Revolving Credit Facility to a maximum of $750.0 million. The amendment to the Revolving Credit Facility included changes to amounts committed by each of the banks in the syndicate, which resulted in a write off of deferred financing costs of $0.5 million during the year ended December 31, 2015. There were no such writeoffs of deferred financing costs during the years ended December 31, 2017 and 2016.
On February 24, 2017, the Company further amended its Revolving Credit Facility (the "February 2017 Credit Facility Amendment"), which, among other things, amended the method and inputs used in the calculation of certain financial covenants contained within the Revolving Credit Facility.
On October 20, 2017, the Revolving Credit Facility was amended with respect to provisions relating to, among other things, the definition of Modified FFO (as defined in the Credit Agreement) and stockholder distributions. The amendment also added a covenant regarding minimum liquidity.
The Company has the option, based upon its leverage, to have the Revolving Credit Facility priced at either: (a) LIBOR, plus an applicable margin that ranges from 1.60% to 2.20%; or (b) the Base Rate, plus an applicable margin that ranges from 0.35% to 0.95%. The Base Rate is defined in the Revolving Credit Facility as the greater of (i) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate,” (ii) 0.5% above the federal funds effective rate, or (iii) the applicable one-month LIBOR plus 1.0%.
The Revolving Credit Facility provides for monthly interest payments for each Base Rate loan and periodic payments for each LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date of March 21, 2019. The Revolving Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty (subject to standard breakage costs). In the event of a default, the lender has the right to terminate its obligations under the Revolving Credit Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans.
The Company's unused borrowing capacity was $27.6 million, based on assets assigned to the Revolving Credit Facility as of December 31, 2017. Availability of borrowings is based on a pool of eligible unencumbered real estate assets.
F-25
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The Revolving Credit Facility requires the Company to meet certain financial covenants. As of December 31, 2017, giving effect to the February 2017 Credit Facility Amendment, the Company was in compliance with the financial covenants under the Revolving Credit Facility.
Fannie Mae Master Credit Facilities
On October 31, 2016, the Company, through wholly-owned subsidiaries of the OP, entered into a master credit facility agreement (the “KeyBank Credit Agreement”) relating to a secured credit facility (the "Key Bank Facility") with KeyBank National Association (“KeyBank”) and a master credit facility agreement (the “Capital One Credit Agreement” and, together with the KeyBank Credit Agreement, the “Fannie Mae Master Credit Agreements”) for a secured credit facility (the "Capital One Facility"; the Capital One Facility and the Key Bank Facility are referred to herein individually as a "Fannie Mae Master Credit Facility" and together as the "Fannie Mae Master Credit Facilities") with Capital One Multifamily Finance, LLC (“Capital One”). The Fannie Mae Master Credit Agreements and related loan documents were issued through Fannie Mae’s (“Lender”) Multifamily MBS program and assigned by Capital One and KeyBank to the Lender at closing.
Each Fannie Mae Master Credit Facility provided for an initial $30.0 million of advances. The Fannie Mae Master Credit Facilities were initially secured by six properties, in aggregate. The Company may request future advances under the Fannie Mae Master Credit Facilities by borrowing against the value of the initial mortgaged properties, as described below, or by adding eligible properties to the collateral pool, subject to customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests. The initial advances under the Fannie Mae Master Credit Facilities will mature on November 1, 2026. Beginning December 1, 2016, the annual interest rates under the Fannie Mae Master Credit Facilities changed to vary on a monthly basis and are equal to the sum of the current one month LIBOR and 2.62%, with a floor of 2.62%. Prior to December 1, 2016, borrowings under the KeyBank Facility and the Capital One Facility bore interest at rates of 3.15% and 3.16%, respectively, per annum. Effective October 31, 2016, in conjunction with the execution of the Fannie Mae Master Credit Facilities, the OP entered into two interest rate cap agreements (the "IR Caps") with an unrelated third party, which caps interest paid on amounts outstanding under the Fannie Mae Master Credit Facilities at a maximum of 3.5%. The IR Caps terminate on November 1, 2019. The Fannie Mae Master Credit Agreements require the Company to enter into replacement interest rate cap or swap agreements upon termination of the IR Caps, to the extent any variable rate loans are outstanding on the date of termination. See Note 7 — Derivatives and Hedging Activities for further disclosure over the Company's derivatives.
The KeyBank Facility was initially secured by first-priority mortgages on four of the Company’s seniors housing properties located in Michigan, Missouri and Kansas. The Capital One Facility was initially secured by first-priority mortgages on two of the Company’s seniors housing properties located in Florida. Each Fannie Mae Master Credit Facility is cross-defaulted and cross-collateralized with the other notes and security agreements securing such Fannie Mae Master Credit Facility. The Fannie Mae Master Credit Facilities are non-recourse, subject to standard carve-outs and environmental indemnities, which obligations are guaranteed by the OP on an unsecured basis.
The initial advances under the Fannie Mae Master Credit Facilities, commencing on November 1, 2017 became pre-payable in full or in part through July 31, 2026 with payment of a 1% prepayment premium, and may be freely prepaid in full or in part thereafter. The Fannie Mae Master Credit Agreements provide for optional acceleration by the Lender upon an event of default. The Fannie Mae Master Credit Agreements contain customary events of default, including the breach of transfer prohibitions, principal or interest payment defaults and bankruptcy-related defaults.
On March 30, 2017, the Company increased its advances under the Capital One Facility by $53.4 million (the "2017 Capital One Advance"). The 2017 Capital One Advance was secured by the value of the initial mortgaged properties securing the Capital One Facility. In connection with the 2017 Capital One Advance, the OP entered into an additional interest rate cap agreement (the "2017 Capital One IR Cap") with an unrelated third party, which caps interest paid on amounts outstanding on the 2017 Capital One Advance at a maximum of 3.5%. The 2017 Capital One IR Cap terminates on April 1, 2020. See Note 7 — Derivatives and Hedging Activities for further disclosure over the Company's derivatives.
On April 26, 2017, the Company increased its advances under the KeyBank Facility by $28.7 million (the "April 2017 KeyBank Advance"). The April 2017 KeyBank Advance was secured by the value of the initial mortgaged properties subject to the KeyBank Facility. In connection with the April 2017 KeyBank Advance, the OP entered into an additional interest rate cap agreement (the "April 2017 KeyBank IR Cap") with an unrelated third party, which caps interest paid on amounts outstanding on the April 2017 KeyBank Advance at a maximum of 3.5%. The April 2017 KeyBank IR Cap terminates on November 1, 2019. See Note 7 — Derivatives and Hedging Activities for further disclosure over the Company's derivatives.
F-26
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
On October 26, 2017, the Company increased its advances under the KeyBank Facility by $84.0 million (the "October 2017 KeyBank Advance") and its advances under the Capital One Facility by $69.0 million. The October 2017 KeyBank Advance was secured by the addition of six mortgaged properties subject to the KeyBank Facility. The October 2017 Capital One Advance was secured by the addition of the three mortgaged properties to the Capital One Facility. The Company used approximately $102.0 million of the additional advances to pay down the Revolving Credit Facility and expects to utilize the balance for future acquisitions and general corporate purposes.
Upon an event of default under each Fannie Mae Master Credit Agreement, payment of any unpaid amounts under the applicable Fannie Mae Master Credit Facility may be accelerated by Lender and Lender may exercise its rights with respect to the applicable pool of seniors housing properties securing the applicable Fannie Mae Master Credit Facility.
Note 6 — Fair Value of Financial Instruments
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 — Unobservable inputs that reflect the entity's own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2017, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
The valuation of derivative instruments is determined using 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, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties.
F-27
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The following table presents information about the Company's assets measured at fair value on a recurring basis as of December 31, 2017 and 2016, aggregated by the level in the fair value hierarchy within which those instruments fall.
(In thousands) | Basis of Measurement | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | Total | |||||||||||||
December 31, 2017 | ||||||||||||||||||
Derivatives, net | Recurring | $ | — | $ | 2,550 | $ | — | $ | 2,550 | |||||||||
Impaired assets held for sale | Non-recurring | — | 1,323 | — | 1,323 | |||||||||||||
Total | $ | — | $ | 3,873 | $ | — | $ | 3,873 | ||||||||||
December 31, 2016 | ||||||||||||||||||
Derivatives, net | Recurring | $ | — | $ | 61 | $ | — | $ | 61 | |||||||||
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the year ended December 31, 2017.
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair values of short-term financial instruments such as cash and cash equivalents, restricted cash, straight-line rent receivable, net, prepaid expenses and other assets, deferred costs, net, accounts payable and accrued expenses, deferred rent and distributions payable approximate their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below:
Carrying Amount (1) at | Fair Value at | Carrying Amount (1) at | Fair Value at | |||||||||||||||
(In thousands) | Level | December 31, 2017 | December 31, 2017 | December 31, 2016 | December 31, 2016 | |||||||||||||
Gross mortgage notes payable and mortgage premium and discounts, net | 3 | $ | 414,255 | $ | 411,749 | $ | 144,270 | $ | 144,261 | |||||||||
Revolving Credit Facility | 3 | $ | 239,700 | $ | 239,700 | $ | 421,500 | $ | 421,500 | |||||||||
Fannie Credit Facilities | 3 | $ | 295,169 | $ | 296,151 | $ | 60,000 | $ | 60,000 | |||||||||
_______________________________
(1) | Carrying value includes mortgage notes payable of $415.4 million and $143.8 million and mortgage premiums and discounts, net of $(1.1) million and $0.5 million as of December 31, 2017 and December 31, 2016, respectively. |
The fair value of the mortgage notes payable is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. Advances under the Revolving Credit Facility and the Fannie Credit Facilities are considered to be reported at fair value, because their interest rates vary with changes in LIBOR.
Note 7 — Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure. Additionally, in using interest rate derivatives, the Company aims to add stability to interest expense and to manage its exposure to interest rate movements. The Company does not intend to utilize derivatives for speculative purposes or purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company, and its affiliates, may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
F-28
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Derivatives Designated as Cash Flow Hedges of Interest Rate Risk
The Company currently has two interest rate swaps that are designated as cash flow hedges. The interest rate swaps are used as part of the Company's interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2017, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
The Company tests the effectiveness of its designated hedges. The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.
Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the period, from December 31, 2017 through December 31, 2018, the Company estimates that $278 thousand will be reclassified from other comprehensive loss as an increase to interest expense.
As of December 31, 2017, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk. The Company did not have any derivatives designated as cash flow hedges as of December 31, 2016.
December 31, 2017 | |||||||
Interest Rate Derivative | Number of Instruments | Notional Amount | |||||
(In thousands) | |||||||
Interest rate swaps | 2 | $ | 250,000 | ||||
The table below details the location in the financial statements of the loss recognized on interest rate derivatives designated as cash flow hedges for the twelve months ended December 31, 2017. The Company did not have any derivatives designated as cash flow hedges as of December 31, 2016.
Year Ended December 31, | ||||||||
(In thousands) | 2017 | 2016 | ||||||
Amount of gain (loss) recognized into accumulated other comprehensive income on designated derivatives (effective portion) | $ | 1,674 | $ | — | ||||
Amount of gain (loss) reclassified out of accumulated other comprehensive income on designated derivatives (effective portion) | $ | (799 | ) | $ | — | |||
Derivatives Not Designated as Hedges
These derivatives are used to manage the Company's exposure to interest rate movements, but do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under a qualifying hedging relationship are recorded directly to net income (loss).
As of December 31, 2017 and 2016, the Company had the following outstanding interest rate derivatives that were not designated as a hedge of interest rate risk.
December 31, 2017 | December 31, 2016 | |||||||||||||
Interest Rate Derivative | Number of Instruments | Notional Amount | Number of Instruments | Notional Amount | ||||||||||
(In thousands) | (In thousands) | |||||||||||||
Interest rate caps | 6 | $ | 295,169 | 2 | $ | 60,000 | ||||||||
F-29
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Balance Sheet Classification
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2017 and December 31, 2016:
(In thousands) | Balance Sheet Location | December 31, 2017 | December 31, 2016 | |||||||
Derivatives designated as hedging instruments: | ||||||||||
Interest rate swaps | Derivative assets, at fair value | $ | 2,473 | $ | — | |||||
Derivatives not designated as hedging instruments: | ||||||||||
Interest rate caps | Derivative assets, at fair value | $ | 77 | $ | 61 | |||||
Credit-risk-related Contingent Features
The Company has an ISDA Master Agreement in place with each of its interest rate swap counterparties that contains a cross-default provision. Under this cross-default provision, if the Company defaults on its loan obligations in an amount equal to $50.0 million or more and such default results in an acceleration of the Company’s obligation to repay such borrowed amounts, an event of default with respect to the Company under these ISDA Master Agreements will be triggered and give the Company’s derivative counterparties the right to terminate their derivatives transactions with the Company. Generally, a default related to obligations for borrowed money that is caused solely due to a technical or administrative error that has been remedied within three (3) business days after notice of such default will not result in an event of default under the Company’s ISDA Master Agreements.
As of December 31, 2017, there were no derivatives with a fair value in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements. As of December 31, 2017, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value.
Note 8 — Common Stock
As of December 31, 2017 and 2016, the Company had 91.0 million and 89.4 million shares of common stock outstanding, respectively, including unvested restricted shares and shares issued pursuant to the DRIP and had received total proceeds, net of shares repurchased under the SRP of $2.2 billion and $2.2 billion, respectively, including proceeds from shares issued pursuant to the DRIP.
In April 2013, the Company's board of directors (the "Board") authorized, and the Company began paying distributions on a monthly basis at a rate equivalent to $1.70 per annum, per share of common stock, which began in May 2013. In March 2017, the Board authorized a decrease in the rate at which the Company pays monthly distributions to stockholders, effective as of April 1, 2017, to a rate equivalent to $1.45 per annum per share of common stock. Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The Board may further reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.
On March 30, 2017, the Board approved an Estimated Per-Share NAV equal to $21.45 as of December 31, 2016. We intend to publish an updated Estimated Per-Share NAV as of December 31, 2017 shortly following the filing of this Annual Report on Form 10-K and, thereafter, periodically at the discretion of the Board, provided that such estimates will be made at least once annually. Pursuant to the DRIP, our stockholders can elect to reinvest distributions by purchasing shares of our common stock at the then-current Estimated Per-Share NAV approved by the Board.
Share Repurchase Program
The Board has adopted the SRP, which enables stockholders to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to the significant conditions and limitations described below.
Prior to the time that the Company’s shares are listed on a national securities exchange and until the NAV Pricing Date (other than with respect to a repurchase request that was made in connection with a stockholder's death or disability), the repurchase price per share depended on the length of time investors held such shares, as follows: after one year from the purchase date — the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $24.38
F-30
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 or 100.0% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). In cases of requests for death and disability, the repurchase price was equal to the price actually paid for each share.
In accordance with the First SRP Amendment (described below) and beginning with the NAV Pricing Date, the price per share that the Company will pay to repurchase its shares will be equal to its NAV multiplied by a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95.0%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100.0%, if the person seeking repurchase has held his or her shares for a period greater than four years. In cases of requests for death and disability, the repurchase prices will be equal to NAV at the time of repurchase. Subject to limited exceptions, stockholders who redeem their shares of our common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate NAV per share of the shares of common stock received.
Repurchases of shares of the Company's common stock, when requested, are at the sole discretion of the Board. Until the First SRP Amendment (described below), the Company limited the number of shares repurchased during any calendar year to 5% of the weighted average number of shares of common stock outstanding on December 31st of the previous calendar year. In addition, the Company was only authorized to repurchase shares in a given quarter up to the amount of proceeds received from its DRIP in that same quarter.
On January 26, 2016, the Board approved and amended the SRP (the "First SRP Amendment") to supersede and replace the existing SRP. Under the First SRP Amendment, repurchases of shares of the Company's common stock, when requested, are at the sole discretion of the Board and generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year (the "Prior Year Outstanding Shares"), with a maximum for any fiscal year of 5.0% of the Prior Year Outstanding Shares. In addition, the Company is only authorized to repurchase shares in a given fiscal semester up to the amount of proceeds received from its DRIP in that same fiscal semester. If the NAV Pricing Date occurs during any fiscal semester, any repurchase requests received during such fiscal semester will be paid at the applicable NAV then in effect.
On June 28, 2016, the Board further amended the Company’s SRP (the "Second SRP Amendment") to provide for one twelve-month repurchase period for calendar year 2016 (the “2016 Repurchase Period”) instead of two semi-annual periods ending June 30 and December 31. The annual limit on repurchases under the SRP remained unchanged and continues to be limited to a maximum of 5.0% of the Prior Year Outstanding Shares and is subject to the terms and limitations set forth in the SRP. Accordingly, the 2016 Repurchase Period is limited to a maximum of 5.0% of the Prior Year Outstanding Shares and continues to be subject to the terms and conditions set forth in the SRP, as amended. Following calendar year 2016, the repurchase periods will return to two semi-annual periods and applicable limitations set forth in the SRP. The Second SRP Amendment also provides, for calendar year 2016 only, that any amendments, suspensions or terminations of the SRP become effective on the day following the Company’s public announcement of such amendments, suspension or termination. The Second SRP Amendment became effective on July 30, 2016 and only applies to repurchase periods in calendar year 2016.
On January 25, 2017, the Board further amended the Company’s SRP (the "Third SRP Amendment") changing the date on which any repurchases are to be made in respect of requests made during the calendar year 2016 to no later than March 15, 2017, rather than on or before the 31st day following December 31, 2016. All other terms of the SRP remain in effect, including that repurchases pursuant to the SRP are at the sole discretion of the Board.
On June 14, 2017, the Board approved and adopted an amended and restated SRP that superseded and replaced the existing SRP, effective as of July 14, 2017. Under the amended and restated SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of our common stock or received their shares from us (directly or indirectly) through one or more non-cash transactions would be considered for repurchase. Other terms and provisions of the amended and restated SRP remained consistent with the existing SRP.
When a stockholder requests redemption and the redemption is approved by the Board, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares purchased under the SRP will have the status of authorized but unissued shares. The following table reflects the number of shares repurchased cumulatively through December 31, 2017:
F-31
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Number of Shares Repurchased | Average Price per Share | ||||||
Cumulative repurchases as of December 31, 2016 | 975,030 | $ | 23.73 | ||||
Year ended December 31, 2017 (1) | 1,554,768 | $ | 21.61 | ||||
Cumulative repurchases as of December 31, 2017 | 2,529,798 | $ | 22.43 | ||||
(1) Includes 1,554,768 shares repurchased during the year ended December 31, 2017 for approximately $33.6 million at a weighted average price per share of $21.61. Excludes rejected repurchases received during 2016 with respect to 2.3 million shares for $48.7 million at a weighted average price per share of $21.27. In July 2017, following the effectiveness of the amendment and restatement of the SRP, the Board approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to September 30, 2017, which was equal to 267,723 shares repurchased for approximately $5.7 million at an average price per share of $21.47. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP.
Distribution Reinvestment Plan
Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased under the DRIP. The shares purchased pursuant to the DRIP have the same rights and are treated in the same manner as the shares issued pursuant to the IPO. The Board may designate that certain cash or other distributions be excluded from reinvestment pursuant to the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded as equity in the accompanying consolidated balance sheet in the period distributions are declared. During the years ended December 31, 2017 and 2016, the Company issued 2.8 million and 3.2 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $61.2 million and $73.6 million, respectively.
Until April 7, 2016 (the "Original NAV Pricing Date"), the first date the Company published an Estimated Per-Share NAV, the Company offered shares pursuant to the DRIP at $23.75, which was 95.0% of the initial offering price of shares of common stock in the IPO. Effective on the Original NAV Pricing Date, the Company began offering shares pursuant to the DRIP at the then-current Estimated Per-Share NAV approved by the Board. Effective March 30, 2017, the Company began offering shares pursuant to the DRIP at the Estimated Per-Share NAV as of December 31, 2016.
Note 9 — Related Party Transactions and Arrangements
As of December 31, 2017 and 2016, the Special Limited Partner owned 8,888 shares of the Company's outstanding common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. As of December 31, 2017 and 2016, the Advisor held 90 partnership units in the OP designated as "OP Units" ("OP Units").
Realty Capital Securities, LLC (the "Former Dealer Manager") served as the dealer manager of the IPO. American National Stock Transfer, LLC ("ANST"), a subsidiary of the parent company of the Former Dealer Manager, provided other general professional services through January 2016. RCS Capital Corporation ("RCAP"), the parent company of the Former Dealer Manager and certain of its affiliates that provided the Company with services, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global, the parent of the Sponsor. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name Aretec Group, Inc. On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against AR Global, the Advisor, advisors of other entities sponsored by AR Global, and AR Global’s principals (including Mr. Weil, a member of the Board). The suit alleges, among other things, certain breaches of duties to RCAP. The Company is not named in the suit, nor are there any allegations related to the services the Advisor provides to the Company. The Advisor has informed the Company that it believes that the suit is without merit and intends to defend against it vigorously.
The limited partnership agreement of the OP provides for a special allocation, solely for tax purposes, of excess depreciation deductions of up to $10.0 million to the Company's Advisor, a limited partner of the OP. In connection with this special allocation, the Company's Advisor has agreed to restore a deficit balance in its capital account in the event of a liquidation of the OP and has agreed to provide a guaranty or indemnity of indebtedness of the OP.
Fees Paid in Connection with the IPO
The Former Dealer Manager was paid fees in connection with the sale of the Company's common stock in the IPO. The Company paid the Former Dealer Manager a selling commission of up to 7.0% of the per share purchase price of offering proceeds
F-32
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
before reallowance of commissions earned by participating broker-dealers. In addition, the Company paid the Former Dealer Manager up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer manager fee. The Former Dealer Manager was permitted to reallow its dealer manager fee to participating broker-dealers. A participating broker-dealer could elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares by such participating broker-dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option had been elected, the dealer manager fee would have been reduced to 2.5% of gross proceeds. During the year ended December 31, 2015, the Company incurred $175.6 million in commissions and fees to the Former Dealer Manager in connection with the sale of the Company's common stock in the IPO. During the year ended December 31, 2016, the Company received approximately $2,000 from the Former Dealer Manager for an unconsummated share transaction. The Company did not incur any commissions or fees to the Former Dealer Manager in connection with the sale of the Company's common stock in the IPO during the year ended December 31, 2017. The Company did not have any amounts outstanding to the Former Dealer Manager for commissions and fees in connection with the sale of the Company's common stock in the IPO as of December 31, 2017 or 2016.
The Advisor and its affiliates received compensation and reimbursement for services provided in relation to the IPO. The Former Dealer Manager and its affiliates also received compensation and reimbursement for services in relation to the IPO, including transfer agent services which were provided by ANST. All offering costs incurred by the Company or its affiliated entities on behalf of the Company were charged to additional paid-in capital on the accompanying balance sheet during the IPO. The Company incurred charges or reimbursements of $21.8 million from the Advisor and $3.3 million from the Former Dealer Manager for services relating to the IPO during the year ended December 31, 2015. The Company did not incur any charges or reimbursements for services relating to the IPO from the Advisor or any of its affiliates during the years ended December 31, 2017 and 2016. The Company did not have any amounts outstanding to the Advisor or any of its affiliates for charges or reimbursements for services relating to the IPO as of December 31, 2017 and 2016.
The Company was responsible for paying offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds received from the IPO, measured at the end of the IPO. Offering costs, excluding selling commissions and dealer manager fees, in excess of the 2.0% cap as of the end of the IPO were to be the Advisor's responsibility. As of the end of the IPO, offering and related costs, excluding selling commissions and dealer manager fees, did not exceed 2.0% of gross proceeds received from the IPO. Our advisory agreement provides that this 2.0% cap would apply in any offering and sale of shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended. In aggregate, offering costs including selling commissions and dealer manager fees were the Company's responsibility up to a maximum of 12.0% of the gross proceeds received from the IPO as determined at the end of the IPO. As of the end of the IPO in November 2014, offering costs were less than 12.0% of the gross proceeds received in the IPO.
Fees Paid in Connection With the Operations of the Company
On February 17, 2017, the members of a special committee of the Board unanimously approved certain amendments to the Amended and Restated Advisory Agreement, as amended (the "Original A&R Advisory Agreement"), by and among the Company, the OP and the Advisor (the "Second A&R Advisory Agreement"). The Second A&R Advisory Agreement, which superseded the Original A&R Advisory Agreement, took effect on February 17, 2017. The initial term of the Second A&R Advisory Agreement is ten years beginning on February 17, 2017, and is automatically renewable for another ten-year term upon each ten-year anniversary unless the Second A&R Advisory Agreement is terminated (i) with notice of an election not to renew at least 365 days prior to the applicable tenth anniversary, (ii) in accordance with a change in control or a transition to self-management (see the section titled "Termination Fees" included within this footnote), (iii) by 67% of the independent directors of the Board for cause, without penalty, with 45 days' notice or (iv) with 60 days prior written notice by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Second A&R Advisory Agreement or (b) any material breach of the Second A&R Advisory Agreement of any nature whatsoever by the Company.
F-33
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Acquisition Fees
Under the Original A&R Advisory Agreement and until February 17, 2017, the Advisor was paid an acquisition fee equal to 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. The Advisor was also reimbursed for services provided for which it incurred investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses was not permitted to exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimbursed the Advisor for third party acquisition expenses. The aggregate amount of acquisition fees and financing coordination fees (as described below) could not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment for all the assets acquired. As of December 31, 2017, aggregate acquisition fees and financing fees did not exceed the 1.5% threshold. In no event was the total of all acquisition fees, acquisition expenses and any financing coordination fees payable with respect to the Company's portfolio of investments or reinvestments permitted to exceed 4.5% of the contract purchase price of the Company's portfolio to be measured at the close of the acquisition phase or 4.5% of the amount advanced for all loans or other investments. As of December 31, 2017, the total of all cumulative acquisition fees, acquisition expenses and financing coordination fees did not exceed the 4.5% threshold.
The Second A&R Advisory Agreement, does not provide for an acquisition fee, however the Advisor may continue to be reimbursed for services provided for which it incurs investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimburses the Advisor for third party acquisition expenses.
Financing Coordination Fees
Under the Original A&R Advisory Agreement and until February 17, 2017, if the Advisor provided services in connection with the origination or refinancing of any debt that the Company obtained and used to acquire properties or to make other permitted investments, or that was assumed, directly or indirectly, in connection with the acquisition of properties, the Company paid the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations.
The Second A&R Advisory Agreement does not provide for a financing coordination fee.
Asset Management Fees and Variable Management/Incentive Fees
Under an advisory agreement that was superseded by the Original A&R Advisory Agreement and until March 31, 2015, for its asset management services, the Company issued the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the Board) to the Advisor partnership units of the OP designated as "Class B Units" ("Class B Units"). The Class B Units were intended to be profit interests and vest, and no longer are subject to forfeiture, at such time as: (x) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) a listing; (2) an other liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Unvested Class B Units will be forfeited immediately if: (a) the advisory agreement is terminated for any reason other than a termination without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company's independent directors without cause before the economic hurdle has been met.
Subject to approval by the Board, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. The number of Class B Units issued in any quarter was equal to: (i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) the value of one share of common stock as of the last day of such calendar quarter, which was initially equal to $22.50 (the IPO price minus the selling commissions and dealer manager fees). The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. As of December 31, 2017, the Company cannot determine the probability of achieving the performance condition. The Advisor receives cash distributions on each issued Class B Units equal to the distribution rate received on the Company's common stock. Such distributions on Class B Units are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss until the performance condition is considered probable to occur. As of December 31, 2017, the Board had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement.
F-34
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
On May 12, 2015, the Company, the OP and the Advisor entered into an amendment (the “Amendment”) to the advisory agreement, which, among other things, provided that the Company would cease causing the OP to issue Class B Units in the OP to the Advisor with respect to any period ending after March 31, 2015. Effective April 1, 2015, the Company began paying an asset management fee to the Advisor or its assignees as compensation for services rendered in connection with the management of the Company’s assets. The asset management fee was payable on the first business day of each month in the amount of 0.0625% multiplied by the lesser of (a) cost of assets or (b) fair value of assets for the preceding monthly period. The asset management fee was payable to the Advisor or its assignees in cash, in shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor. For the purposes of the payment of any fees in shares (a) prior to the Original NAV Pricing Date, each share was valued at $22.50, (b) after the Original NAV Pricing Date and prior to any listing on a national securities exchange, if it occurs, each share will be valued at the then-current Estimated Per-Share NAV and (c) at all other times, each share shall be valued by the Board in good faith at the fair market value.
Effective February 17, 2017, the Second A&R Advisory Agreement requires the Company to pay the Advisor a base management fee, which is payable on the first business day of each month. The fixed portion of the base management fee is equal to $1.625 million per month, while the variable portion of the base management fee is equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity (including convertible debt) raised subsequent to February 17, 2017 per month. The base management fee is payable to the Advisor or its assignees in cash, OP Units or shares, or a combination thereof, the form of payment to be determined at the discretion of the Advisor.
In addition, the Second A&R Advisory Agreement requires the Company to pay the Advisor a variable management/incentive fee quarterly in arrears equal to (x) 15.0% of the applicable prior quarter's Core Earnings (as defined below) per share in excess of $0.375 per share plus (y) 10.0% of the applicable prior quarter's Core Earnings per share in excess of $0.47 per share. Core Earnings is defined as, for the applicable period, net income or loss, computed in accordance with GAAP, excluding non-cash equity compensation expense, the variable management/incentive fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive income or loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent and any associated bad debt reserves, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses. The variable management/incentive fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor.
Property Management Fees
Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee of 1.5% of gross revenues from the Company's stand-alone single-tenant net leased properties and 2.5% of gross revenues from all other types of properties, respectively. The Company also reimburses the Property Manager for property level expenses incurred by the Property Manager. If the Company contracts directly with third parties for such services, the Company will pay them customary market fees and will pay the Property Manager an oversight fee of up to 1.0% of the gross revenues of the property managed. In no event will the Company pay the Property Manager or any affiliate of the Property Manager both a property management fee and an oversight fee with respect to any particular property.
On February 17, 2017, the Company entered into the Amended and Restated Property Management and Leasing Agreement (the “A&R Property Management Agreement”) with the OP and the Property Manager. The A&R Property Management Agreement was entered into to reflect amendments to the original agreement between the parties and further amends the original agreement by extending the term of the agreement from one to two years, until February 15, 2019. The A&R Property Management Agreement will automatically renew for successive one-year terms unless any party provides written notice of its intention to terminate the A&R Property Management Agreement at least ninety days prior to the end of the term. The Property Manager may assign the A&R Property Management Agreement to any party with expertise in commercial real estate which has, together with its affiliates, over $100.0 million in assets under management.
Professional Fees and Other Reimbursements
The Company reimburses the Advisor's costs of providing administrative services. Until June 2015, reimbursement of these expenses was subject to the limitation that the Company did not reimburse the Advisor for any amount by which the Company's operating expenses at the end of the four preceding fiscal quarters exceeded the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash expenses and excluding any gain from the sale of assets for that period (the "2%/25% Limitation"), unless the Company's independent directors
F-35
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
determined that such excess was justified based on unusual and nonrecurring factors which they deemed sufficient, in which case the excess amount could be reimbursed to the Advisor in subsequent periods. This limitation ceased to exist after June 2015, when the Original A&R Advisory Agreement became effective. Additionally, the Company reimburses the Advisor for personnel costs, excluding any compensation paid to individuals who also serve as the Company's executive officers, or the executive officers of the Advisor, the Property Manager or their respective affiliates. During the years ended December 31, 2017, 2016, and 2015 the Company incurred $7.6 million, $4.5 million, and $4.6 million of reimbursement expenses from the Advisor for providing administrative services, respectively.
The Advisor elected to forgive and absorb $1.2 million in fees during the year ended December 31, 2015. The fees that were forgiven are not deferrals and, accordingly, will not be paid to the Advisor in the future. There were no such fees forgiven during the years ended December 31, 2017 and 2016.
The Advisor elected to, without interest accrual, defer cash payment of $1.7 million in certain fees and reimbursements due to the Advisor as of December 31, 2017. These deferred fees and reimbursements are due to the Advisor upon demand within two business days' written notice and no later than June 30, 2018. As a portion of these fees and reimbursements were already paid as of December 31, 2017, the Company has recorded a $0.7 million receivable due from the Advisor as of December 31, 2017. The $1.7 million payable associated with the deferral is presented net of the $0.7 million receivable in the table below. There were no such deferred fees or reimbursements as of December 31, 2016.
The following table details amounts incurred, forgiven and payable in connection with the Company's operations-related services described above as of and for the periods presented:
Year Ended December 31, | Payable (Receivable) as of | |||||||||||||||||||||||
2017 | 2016 | 2015 | December 31, | |||||||||||||||||||||
(In thousands) | Incurred (1) | Incurred (1) | Incurred | Forgiven | 2017 | 2016 | ||||||||||||||||||
One-time fees and reimbursements: | ||||||||||||||||||||||||
Acquisition fees | $ | — | $ | — | $ | 6,878 | $ | — | $ | — | $ | — | ||||||||||||
Acquisition cost reimbursements | 124 | — | 3,439 | — | 36 | — | ||||||||||||||||||
Financing coordination fees | — | 450 | 3,863 | — | — | — | ||||||||||||||||||
Due to (from) HT III related to asset purchase (2) | — | — | — | — | 196 | — | ||||||||||||||||||
Ongoing fees and reimbursements: | ||||||||||||||||||||||||
Asset management fees (3) | 19,189 | 17,566 | 10,889 | — | — | — | ||||||||||||||||||
Property management fees | 3,068 | 3,017 | 1,302 | 1,220 | 66 | (163 | ) | |||||||||||||||||
Professional fees and reimbursements | 7,553 | 4,492 | 4,558 | — | 1,339 | 1,025 | ||||||||||||||||||
Distributions on Class B Units | 543 | 611 | 490 | — | — | — | ||||||||||||||||||
Total related party operation fees and reimbursements | $ | 30,477 | $ | 26,136 | $ | 31,419 | $ | 1,220 | $ | 1,637 | $ | 862 | ||||||||||||
_______________
(1) | There were no fees or reimbursements forgiven during the years ended December 31, 2017 or 2016. |
(2) | On December 22, 2017, the Company purchased substantially all the assets of American Realty Capital Healthcare Trust III, Inc. Certain proration estimates were included within the Closing. The purchase agreement calls for a final purchase price adjustment. As of December 31, 2017, the Company has a net payable to American Realty Capital Healthcare Trust III, Inc. included on its Consolidated Balance Sheet. Please see below for additional information related to the asset purchase. |
(3) | Prior to April 1, 2015, the Company caused the OP to issue (subject to periodic approval by the Board) to the Advisor restricted performance based Class B Units for asset management services. As of December 31, 2017, the Board had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement. Effective April 1, 2015, in connection with the Amendment, the Company began paying an asset management fee to the Advisor or its assignees in cash, in shares, or a combination of both and no longer issues any Class B Units. |
The predecessor to AR Global was a party to a services agreement with RCS Advisory Services, LLC (“RCS Advisory”), a subsidiary of RCAP, pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory.
F-36
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The Company was also party to a transfer agency agreement with ANST, a subsidiary of RCAP, pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc. ("DST"), a third-party transfer agent. AR Global received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services).
Fees and Participations Incurred in Connection with a Listing or the Liquidation of the Company's Real Estate Assets
Fees Incurred in Connection with a Listing
If the common stock of the Company is listed on a national exchange, the Special Limited Partner will be entitled to receive a subordinated incentive listing distribution from the OP equal to 15.0% of the amount by which the market value of all issued and outstanding shares of common stock plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Special Limited Partner will not be entitled to the subordinated incentive listing distribution unless investors have received a 6.0% cumulative, pre-tax non-compounded annual return on their capital contributions. No such distribution was incurred during the years ended December 31, 2017, 2016 and 2015. Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in net sales proceeds and the subordinated incentive listing distribution.
Annual Subordinated Performance Fees and Brokerage Commissions
Under the Original A&R Advisory Agreement and until February 17, 2017, the Advisor was entitled to an annual subordinated performance fee calculated on the basis of the Company's total return to stockholders, payable annually in arrears, such that for any year in which the Company's total return on stockholders' capital exceeded 6.0% per annum, the Advisor was entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year. This fee would have been payable only upon the sale of assets, distributions or another event which resulted in the return on stockholders' capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the years ended December 31, 2017, 2016 or 2015.
Under the Original A&R Advisory Agreement and until February 17, 2017, the Advisor was entitled to a brokerage commission on the sale of property, not to exceed the lesser of (a) 2.0% of the contract sale price of the property and (b) 50.0% of the total brokerage commission paid if a third party broker was also involved; provided, however, that in no event could the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of (a) 6.0% of the contract sales price and (b) a reasonable, customary and competitive real estate commission. The brokerage commission payable to the Advisor was subject to approval by a majority of the independent directors upon a finding that the Advisor provided a substantial amount of services in connection with the sale. No such fees were incurred during the years ended December 31, 2017, 2016 and 2015.
The Second A&R Advisory Agreement does not provide for the annual subordinated performance fee and brokerage commissions payable to the Advisor, (all as defined in the Original A&R Advisory Agreement) effective February 17, 2017 and no such fees or commissions were incurred prior thereto.
Subordinated Participation in Real Estate Sales
The Special Limited Partner is entitled to receive a subordinated participation in the net sales proceeds of the sale of real estate assets from the OP equal to 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6.0% cumulative, pre-tax non-compounded annual return on the capital contributed by investors. The Special Limited Partner is not entitled to the subordinated participation in net sale proceeds unless the Company's investors have received their capital contributions plus a 6.0% cumulative, pre-tax non-compounded annual return on their capital contributions. No such participation in net sales proceeds became due and payable during the years ended December 31, 2017, 2016 and 2015. Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in net sales proceeds and the subordinated incentive listing distribution described above.
Termination Fees
Under the operating partnership agreement of the OP, upon termination or non-renewal of the advisory agreement with the Advisor, with or without cause, the Special Limited Partner is entitled to receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company's market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded annual return to investors. The Special Limited Partner is able to elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.
F-37
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Under the Second A&R Advisory Agreement, upon the termination or non-renewal of the agreement, the Advisor will be entitled to receive from the Company all amounts due to the Advisor, including any change in control fee and transition fee (both described below), as well as the then-present fair market value of the Advisor's interest in the Company. All fees will be due within 30 days after the effective date of the termination of the Second A&R Advisory Agreement.
Upon a change in control, the Company would pay a change in control fee equal to the product of (a) four (4) and (b) the "Subject Fees." The Subject Fees are equal to (i) the product of four (4) multiplied by the actual base management fee plus (ii) the product of four (4) multiplied by the actual variable management/incentive fee, in each of clauses (i) and (ii), payable for the fiscal quarter immediately prior to the fiscal quarter in which the change in control occurs or the transition is consummated (see below), plus (iii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised in respect to the fiscal quarter immediately prior to the fiscal quarter in which the change in control occurs.
Upon a transition to self-management, the Company would pay a transition fee equal to (i) $15.0 million plus (ii) the product of (a) four (4) multiplied by (b) subject fees (as defined above), provided that the transition fee shall not exceed an amount equal (i) 4.5 multiplied by (ii) subject fees.
Termination of the Second A&R Advisory Agreement due to a change in control or transition to self-management is subject to a lockout period that ends on February 14, 2019.
American Realty Capital Healthcare Trust III, Inc. Asset Purchase
On December 22, 2017, the Company, Healthcare Trust Operating Partnership, L.P., the Company's operating partnership, and its subsidiary, ARHC TRS Holdco II, LLC, purchased all of the membership interests in indirect subsidiaries of American Realty Capital Healthcare Trust III, Inc. (“HT III”) that own the 19 properties comprising substantially all of HT III’s assets (the “Asset Purchase”), pursuant to a purchase agreement (the “Purchase Agreement”), dated as of June 16, 2017. HT III is sponsored and advised by an affiliate of the Company’s advisor.
On December 22, 2017, the Company borrowed approximately $45.0 million of loans (the “Advance”) under the Revolving Credit Facility. Concurrently with the occurrence of the Advance, the Company added 15 properties, including 14 of the 19 properties purchased in the Asset Purchase, to the pool of eligible unencumbered real estate assets comprising the borrowing base under the Revolving Credit Facility. The Advance was used to fund a portion of the amount required to complete the Asset Purchase.
At the closing of the Asset Purchase, the Company paid HT III $108.4 million, representing the purchase price under the Purchase Agreement of $120.0 million, less (i) $0.7 million reflecting prorations and closing adjustments in accordance with the Purchase Agreement, (ii) $4.9 million reflecting the outstanding principal amount of the loan secured by HT III’s Philip Center property assumed by the Company at the closing in accordance with the Purchase Agreement, and (iii) $6.0 million deposited by the Company into an escrow account in accordance with the Purchase Agreement. This escrow amount, less any amounts paid or reserved for pending or unsatisfied indemnification claims that the Company may make pursuant to the Purchase Agreement, will be released to HT III in installments over a period of 14 months following the closing. In addition, the Company incurred $1.2 million in closing and other transaction costs. As of December 31, 2017 the Company has a $196,000 net payable to HT III included on its Consolidated Balance Sheet.
Note 10 — Economic Dependency
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company and asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services and investor relations.
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.
F-38
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Note 11 — Share-Based Compensation
Restricted Share Plan
The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further approval by the Board or the stockholders, after initial election to the Board and after each annual stockholder meeting, with such shares vesting annually beginning with the one year anniversary of initial election to the Board and the date of the next annual meeting, respectively. Restricted stock issued to independent directors will vest over a five-year period in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP may not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 3.4 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).
For restricted share awards granted as annual automatic awards prior to July 1, 2015, such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. For restricted share awards granted as annual automatic awards on or after July 1, 2015, such awards provide for accelerated vesting of the portion of the unvested shares scheduled to vest in the year of the recipient's voluntary termination or the failure to be re-elected to the Board. Restricted shares are, in general and in accordance with the terms of the applicable award agreement, subject to acceleration of vesting and forfeiture under certain circumstances related to termination of service (with or without cause) and changes of control. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares.
Prior to August 2017, the RSP provided for an automatic grant of 1,333 restricted shares to each of the independent directors, without any further approval by the Board or the stockholders, on the date of his or her initial election to the Board and thereafter on the date of each annual stockholder meeting. The restricted shares awards granted as annual automatic awards prior to August 2017 were subject to vesting over a five-year period following the date of grant.
In August 2017, the Board amended the RSP to provide that the number of restricted shares comprising the automatic annual award to each of the independent directors would be equal to the quotient of $30,000 divided by the then-current Estimated Per-Share NAV. These restricted shares vest annually over a five-year period in increments of 20.0% per annum beginning with the one-year anniversary of initial election to the Board and the date of the next annual meeting, respectively.
In September 2017, the Board subsequently amended and restated the RSP to eliminate the automatic annual awards and to make other revisions related to the implementation of a new independent director equity compensation program. As part of this new independent director equity compensation program, the Board approved a one-time grant of restricted share awards to the independent directors as follows: (i) 300,000 restricted shares to the chairman, with one-seventh of the shares vesting annually in equal increments over a seven-year period with initial vesting on August 4, 2018; and (ii) 25,000 restricted shares to each of the three other independent directors, with one-fifth of the shares vesting annually in equal increments over a five-year period with initial vesting on August 4, 2018. In connection with these one-time grants, the restricted shares awards granted as automatic annual awards in connection with the Company’s 2017 annual meeting of stockholders on July 21, 2017 were forfeited. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares.
F-39
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The following table reflects restricted share award activity for the period presented:
Number of Common Shares | Weighted-Average Issue Price | ||||||
Unvested, December 31, 2014 | 7,198 | $ | 22.50 | ||||
Granted | 7,998 | 22.50 | |||||
Vested | (1,066 | ) | 22.50 | ||||
Forfeitures | (2,399 | ) | 22.50 | ||||
Unvested, December 31, 2015 | 11,731 | 22.50 | |||||
Granted | 6,735 | 22.27 | |||||
Vested | (7,212 | ) | 22.50 | ||||
Forfeitures | (1,333 | ) | 22.50 | ||||
Unvested, December 31, 2016 | 9,921 | 22.42 | |||||
Granted | 380,592 | 21.45 | |||||
Vested | (2,411 | ) | 22.40 | ||||
Forfeitures | (5,592 | ) | 21.45 | ||||
Unvested, December 31, 2017 | 382,510 | $ | 21.47 | ||||
As of December 31, 2017, the Company had $8.2 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP. That cost is expected to be recognized over a weighted-average period of 6.2 years. Compensation expense related to restricted stock was $0.5 million, $0.2 million and approximately $0.1 million during the years ended December 31, 2017, 2016 and 2015, respectively. Compensation expense related to restricted stock is recorded as general and administrative expense in the accompanying consolidated statement of operations and comprehensive loss.
Other Share-Based Compensation
The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at the respective director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. No such shares were issued during the years ended December 31, 2017 and 2016.
Note 12 — Accumulated Other Comprehensive Income
The following table illustrates the changes in accumulated other comprehensive income as of and for the periods presented:
(In thousands) | Unrealized Gains (Losses) on Available-for-Sale Securities | |||
Balance, December 31, 2014 | $ | 463 | ||
Other comprehensive loss, before reclassifications | (23 | ) | ||
Amounts reclassified from accumulated other comprehensive income (1) | (446 | ) | ||
Balance, December 31, 2015 | (6 | ) | ||
Other comprehensive income, before reclassifications | 62 | |||
Amounts reclassified from accumulated other comprehensive income (1) | (56 | ) | ||
Balance, December 31, 2016 | — | |||
Other comprehensive income, before reclassifications | 2,473 | |||
Amounts reclassified from accumulated other comprehensive income | — | |||
Balance, December 31, 2017 | $ | 2,473 | ||
__________________
(1) | During the years ended December 31, 2016 and 2015, the Company sold its investments in securities, resulting in realized gains of $0.1 million and approximately $0.4 million, which are included in gain on sale of investment securities on the consolidated statement of operations and comprehensive loss. |
F-40
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Note 13 — Non-Controlling Interests
Non-Controlling Interests in the Operating Partnership
The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP ("OP Units"). As of December 31, 2017 and 2016, the Advisor held 90 OP Units, which represents a nominal percentage of the aggregate OP ownership.
In November 2014, the Company partially funded the purchase of an MOB from an unaffiliated third party by causing the OP to issue 405,908 OP Units, with a value of $10.1 million, or $25.00 per unit, to the unaffiliated third party.
A holder of OP Units has the right to distributions and has the right to convert OP Units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP, provided, however, that such OP Units must have been outstanding for at least one year. The remaining rights of the limited partners in the OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. During the years ended December 31, 2017, 2016 and 2015, OP Unit non-controlling interest holders were paid distributions of $0.6 million, $0.7 million, and $0.7 million respectively.
Non-Controlling Interests in Property Owning Subsidiaries
The Company also has investment arrangements with other unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company's property-owning subsidiaries and are entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries' property. Upon disposition of a property subject to non-controlling interest, the investor will receive a proportionate share of the net proceeds from the sale of the property. The investor has no recourse to any other assets of the Company. Due to the nature of the Company's involvement with these arrangements and the significance of its investment in relation to the investment of the third party, the Company has determined that it controls each entity in these arrangements and therefore the entities related to these arrangements are consolidated within the Company's financial statements. A non-controlling interest is recorded for the investor's ownership interest in the properties.
The following table summarizes the activity related to investment arrangements with unaffiliated third parties.
Third Party Net Investment Amount | Non-Controlling Ownership Percentage | Net Real Estate Assets Subject to Investment Arrangement (1) | Distributions (2) | ||||||||||||||||||||||
Property Name (Dollar amounts in thousands) | Investment Date | As of December 31, 2017 | As of December 31, 2017 | As of December 31, 2017 | As of December 31, 2016 | For the Year Ended December 31, 2017 | For the Year Ended December 31, 2016 | ||||||||||||||||||
Plaza Del Rio Medical Office Campus Portfolio | May 2015 | $ | 412 | 4.1 | % | $ | 10,784 | $ | 10,429 | $ | 52 | $ | 40 | ||||||||||||
UnityPoint Clinic Portfolio (3) | December 2017 | $ | 473 | 5.0 | % | $ | 9,639 | $ | — | $ | — | $ | — | ||||||||||||
_____________
(1) | There are no mortgage notes payable subject to these investment arrangements. |
(2) | Represents distributions to unaffiliated third party investors of net cash flows from operations of the properties subject to the investment arrangements. |
(3) | Assumed as part of the HT III Asset Purchase. See Note 9 - Related Party Transactions and Arrangements for further information on the Asset Purchase. |
Note 14 — Net Loss Per Share
The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2017, 2016 and 2015:
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Net loss attributable to stockholders (in thousands) | $ | (42,548 | ) | $ | (20,874 | ) | $ | (41,741 | ) | |||
Basic and diluted weighted-average shares outstanding | 89,802,174 | 87,878,907 | 85,331,966 | |||||||||
Basic and diluted net loss per share | $ | (0.47 | ) | $ | (0.24 | ) | $ | (0.49 | ) | |||
F-41
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The Company had the following potentially dilutive securities as of December 31, 2017, 2016 and 2015, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive:
December 31, | |||||||||
2017 | 2016 | 2015 | |||||||
Unvested restricted stock | 130,339 | 9,921 | 11,731 | ||||||
OP Units | 405,998 | 405,998 | 405,998 | ||||||
Class B units | 359,250 | 359,250 | 359,250 | ||||||
Total common share equivalents | 895,587 | 775,169 | 776,979 | ||||||
Note 15 — Segment Reporting
During the years ended December 31, 2017, 2016 and 2015, the Company operated in three reportable business segments for management and internal financial reporting purposes: medical office buildings, triple-net leased healthcare facilities, and seniors housing — operating properties ("SHOP").
The Company evaluates performance and makes resource allocations based on its three business segments. The medical office building segment primarily consists of MOBs leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses. The triple-net leased healthcare facilities segment primarily consists of investments in seniors housing communities, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses. The SHOP segment consists of direct investments in seniors housing communities, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party managers. There were no intersegment sales or transfers during the periods presented.
On June 8, 2017, the Company's taxable REIT subsidiary, through 12 separately executed membership interest or stock transfer agreements, acquired 12 operating entities that leased 12 healthcare facilities included in the Company's triple-net leased healthcare facilities segment. Concurrently with the acquisition of the 12 operating entities, the Company transitioned the management of the healthcare facilities to a third-party management company that manages other healthcare facilities in the Company's SHOP operating segment. See Note 3 — Real Estate Investments for additional disclosure. The segment reporting results of these 12 operating entities is included in the Company's triple-net leased healthcare facilities segment through June 8, 2017. Subsequent to June 8, 2017, these operating entities are operated under the RIDEA structure and are included in the Company's SHOP segment.
The Company evaluates the performance of the combined properties in each segment based on net operating income ("NOI"). NOI is defined as total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss). The Company uses NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. The Company believes that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss).
NOI excludes certain components from net income (loss) in order to provide results that are more closely related to a property's results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by the Company may not be comparable to NOI reported by other REITs that define NOI differently. The Company believes that in order to facilitate a clear understanding of the Company's operating results, NOI should be examined in conjunction with net income (loss) as presented in the Company's consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of the Company's performance or to cash flows as a measure of the Company's liquidity or ability to make distributions.
F-42
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The following tables reconcile the segment activity to consolidated net loss for the years ended December 31, 2017, 2016 and 2015:
Year Ended December 31, 2017 | ||||||||||||||||
(In thousands) | Medical Office Buildings | Triple-Net Leased Healthcare Facilities | Seniors Housing — Operating Properties | Consolidated | ||||||||||||
Revenues: | ||||||||||||||||
Rental income | $ | 67,390 | $ | 25,133 | $ | 2,629 | $ | 95,152 | ||||||||
Operating expense reimbursements | 15,460 | 1,146 | (1 | ) | 16,605 | |||||||||||
Resident services and fee income | — | — | 199,416 | 199,416 | ||||||||||||
Total revenues | 82,850 | 26,279 | 202,044 | 311,173 | ||||||||||||
Property operating and maintenance | 24,137 | 19,944 | 142,196 | 186,277 | ||||||||||||
NOI | $ | 58,713 | $ | 6,335 | $ | 59,848 | 124,896 | |||||||||
Impairment charges | (18,993 | ) | ||||||||||||||
Operating fees to related parties | (22,257 | ) | ||||||||||||||
Acquisition and transaction related | (2,986 | ) | ||||||||||||||
General and administrative | (15,673 | ) | ||||||||||||||
Depreciation and amortization | (77,641 | ) | ||||||||||||||
Interest expense | (30,264 | ) | ||||||||||||||
Interest and other income | 306 | |||||||||||||||
Loss on non-designated derivatives | (198 | ) | ||||||||||||||
Gain on sale of real estate investment | 438 | |||||||||||||||
Gain on asset acquisition | 307 | |||||||||||||||
Income tax expense | (647 | ) | ||||||||||||||
Net income attributable to non-controlling interests | 164 | |||||||||||||||
Net loss attributable to stockholders | $ | (42,548 | ) | |||||||||||||
F-43
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Year Ended December 31, 2016 | ||||||||||||||||
(In thousands) | Medical Office Buildings | Triple-Net Leased Healthcare Facilities | Seniors Housing — Operating Properties | Consolidated | ||||||||||||
Revenues: | ||||||||||||||||
Rental income | $ | 65,994 | $ | 37,374 | $ | 7 | $ | 103,375 | ||||||||
Operating expense reimbursements | 14,927 | 949 | — | 15,876 | ||||||||||||
Resident services and fee income | — | — | 183,177 | 183,177 | ||||||||||||
Contingent purchase price consideration | — | — | 138 | 138 | ||||||||||||
Total revenues | 80,921 | 38,323 | 183,322 | 302,566 | ||||||||||||
Property operating and maintenance | 23,816 | 18,810 | 129,451 | 172,077 | ||||||||||||
NOI | $ | 57,105 | $ | 19,513 | $ | 53,871 | 130,489 | |||||||||
Impairment charges | (389 | ) | ||||||||||||||
Operating fees to related parties | (20,583 | ) | ||||||||||||||
Acquisition and transaction related | (3,163 | ) | ||||||||||||||
General and administrative | (12,105 | ) | ||||||||||||||
Depreciation and amortization | (98,886 | ) | ||||||||||||||
Interest expense | (19,881 | ) | ||||||||||||||
Interest and other income | 47 | |||||||||||||||
Gain on non-designated derivatives | 31 | |||||||||||||||
Gain on sale of real estate investment | 1,330 | |||||||||||||||
Gain on sale of investment securities | 56 | |||||||||||||||
Income tax benefit | 2,084 | |||||||||||||||
Net income attributable to non-controlling interests | 96 | |||||||||||||||
Net loss attributable to stockholders | $ | (20,874 | ) | |||||||||||||
F-44
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Year Ended December 31, 2015 | ||||||||||||||||
(In thousands) | Medical Office Buildings | Triple-Net Leased Healthcare Facilities | Seniors Housing — Operating Properties | Consolidated | ||||||||||||
Revenues: | ||||||||||||||||
Rental income | $ | 56,165 | $ | 29,597 | $ | 7,456 | $ | 93,218 | ||||||||
Operating expense reimbursements | 12,611 | 148 | — | 12,759 | ||||||||||||
Resident services and fee income | — | — | 140,901 | 140,901 | ||||||||||||
Contingent purchase price consideration | — | — | 612 | 612 | ||||||||||||
Total revenues | 68,776 | 29,745 | 148,969 | 247,490 | ||||||||||||
Property operating and maintenance | 97,005 | 6,695 | 21,873 | 125,573 | ||||||||||||
NOI | $ | (28,229 | ) | $ | 23,050 | $ | 127,096 | 121,917 | ||||||||
Operating fees to related parties | (12,191 | ) | ||||||||||||||
Acquisition and transaction related | (14,679 | ) | ||||||||||||||
General and administrative | (9,733 | ) | ||||||||||||||
Depreciation and amortization | (120,924 | ) | ||||||||||||||
Interest expense | (10,356 | ) | ||||||||||||||
Interest and other income | 582 | |||||||||||||||
Gain on sale of investment securities | 446 | |||||||||||||||
Income tax benefit | 2,978 | |||||||||||||||
Net income attributable to non-controlling interests | 219 | |||||||||||||||
Net loss attributable to stockholders | $ | (41,741 | ) | |||||||||||||
The following table reconciles the segment activity to consolidated total assets as of the periods presented:
December 31, | ||||||||
(In thousands) | 2017 | 2016 | ||||||
ASSETS | ||||||||
Investments in real estate, net: | ||||||||
Medical office buildings | $ | 897,264 | $ | 788,023 | ||||
Triple-net leased healthcare facilities | 294,727 | 418,819 | ||||||
Construction in progress | 82,007 | 70,055 | ||||||
Seniors housing — operating properties | 902,343 | 837,338 | ||||||
Total investments in real estate, net | 2,176,341 | 2,114,235 | ||||||
Cash and cash equivalents | 94,177 | 29,225 | ||||||
Restricted cash | 8,411 | 3,962 | ||||||
Assets held for sale | 37,822 | — | ||||||
Derivative assets, at fair value | 2,550 | 61 | ||||||
Straight-line rent receivable, net | 15,327 | 12,026 | ||||||
Prepaid expenses and other assets | 22,099 | 22,073 | ||||||
Deferred costs, net | 15,134 | 12,123 | ||||||
Total assets | $ | 2,371,861 | $ | 2,193,705 | ||||
F-45
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
The following table reconciles capital expenditures by reportable business segment for the periods presented:
Year Ended December 31, | ||||||||||||
(In thousands) | 2017 | 2016 | 2015 | |||||||||
Medical office buildings | $ | 4,037 | $ | 3,198 | $ | 2,129 | ||||||
Triple-net leased healthcare facilities | 154 | 112 | 540 | |||||||||
Seniors housing — operating properties | 4,810 | 4,166 | 2,701 | |||||||||
Total capital expenditures | $ | 9,001 | $ | 7,476 | $ | 5,370 | ||||||
Note 16 — Commitments and Contingencies
The Company has entered into operating and capital lease agreements related to certain acquisitions under leasehold interest arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter under these arrangements, including the present value of the net minimum payment due under capital leases. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items.
Future Minimum Base Rent Payments | ||||||||
(In thousands) | Operating Leases | Capital Leases | ||||||
2018 | $ | 774 | $ | 78 | ||||
2019 | 780 | 80 | ||||||
2020 | 780 | 82 | ||||||
2021 | 774 | 84 | ||||||
2022 | 790 | 86 | ||||||
Thereafter | 35,103 | 7,678 | ||||||
Total minimum lease payments | $ | 39,001 | 8,088 | |||||
Less: amounts representing interest | (3,266 | ) | ||||||
Total present value of minimum lease payments | $ | 4,822 | ||||||
Total rental expense from operating leases was $0.8 million, $0.8 million and $0.4 million during the years ended December 31, 2017, 2016 and 2015, respectively. During the three years ended December 31, 2017, 2016 and 2015, interest expense related to capital leases was approximately $85,000, $84,000 and $84,000, respectively.
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of December 31, 2017, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.
Development Project Funding
In August 2015, the Company entered into an asset purchase agreement and development agreement to acquire land and construction in progress, and subsequently fund the remaining construction, of a development property in Jupiter, Florida for $82.0 million. As of December 31, 2017, the Company had funded $10.0 million and $72.0 million for the land and construction in progress, respectively. As a result, the Company believes that it has satisfied its funding commitments for the construction. The Company has and may continue to, at its election, provide additional funding to ensure completion of the construction.
F-46
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
Concurrent with the acquisition, the Company entered into a loan agreement and lease agreement with an affiliate of the project developer. The loan agreement is intended to provide working capital to the tenant during the initial operating period of the facility and allows for borrowings of up to $2.7 million from the Company on a non-revolving basis. Any outstanding principal balances under the loan will bear interest at 7.0% per year, payable on the first day of each fiscal quarter. As of December 31, 2017, there were no amounts outstanding due to the Company pursuant to the loan agreement.
Note 17 — Quarterly Results (Unaudited)
Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2017 and 2016:
Quarter Ended | ||||||||||||||||
(In thousands, except for share and per share data) | March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | ||||||||||||
Total revenues | $ | 74,615 | $ | 75,766 | $ | 79,072 | $ | 81,720 | ||||||||
Net loss attributable to stockholders | $ | (6,139 | ) | $ | (4,716 | ) | $ | (24,136 | ) | $ | (7,557 | ) | ||||
Basic and diluted weighted average shares outstanding | 89,639,676 | 89,335,489 | 89,821,799 | 90,403,032 | ||||||||||||
Basic and diluted net loss per share | $ | (0.07 | ) | $ | (0.05 | ) | $ | (0.27 | ) | $ | (0.08 | ) | ||||
Quarter Ended | ||||||||||||||||
(In thousands, except for share and per share data) | March 31, 2016 | June 30, 2016 | September 30, 2016 | December 31, 2016 | ||||||||||||
Total revenues | $ | 75,509 | $ | 75,857 | $ | 75,521 | $ | 75,679 | ||||||||
Net loss attributable to stockholders | $ | (1,555 | ) | $ | (3,000 | ) | $ | (8,664 | ) | $ | (7,655 | ) | ||||
Basic and diluted weighted average shares outstanding | 86,658,678 | 87,465,569 | 88,285,390 | 89,088,233 | ||||||||||||
Basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.09 | ) | ||||
Note 18 — Subsequent Events
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following:
SHOP Transitions
On January 1, 2018, the Company transitioned six properties in its triple-net leased healthcare facilities segment to operating properties under a structure permitted by the REIT Investment Diversification and Empowerment Act of 2007 ("RIDEA"). The properties consist of two assisted living facilities located in Burlington and Cudahy, Wisconsin, two assisted living facilities located in Dixon and Rockford, Illinois, an assisted living facility located in Richmond, Kentucky and a skilled nursing facility located in Lutz, Florida. The prior tenants of the six properties transferred the operations of the properties to newly-formed subsidiaries of the Company and third-party managers engaged by those Company subsidiaries pursuant to market operations transfer agreements. The Company’s subsidiaries simultaneously entered into new management agreements with the third-party managers, who will operate and manage the facilities on behalf of the Company subsidiaries.
Approval of Share Repurchases
On January 23, 2018, as permitted under the SRP, the Board authorized, with respect to repurchase requests received during the year ended December 31, 2017, the repurchase of shares validly submitted for repurchase in an amount equal to 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from July 1, 2017 to December 31, 2017. Accordingly, 373,967 shares for $8.0 million at an average price per share of 21.45 (including all shares submitted for death or disability) were approved for repurchase, with repurchases to be completed in January 2018. See Note 8 — Common Stock for more information on the SRP.
Decrease in Monthly Distribution Rate
On February 20, 2018, the Company's board of directors unanimously authorized a change in the rate at which the Company pays monthly distributions to holders of the Company’s common stock, effective as of March 1, 2018, from $0.0039726027 per
F-47
HEALTHCARE TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
share per day, or $1.45 per share on an annualized basis, to $0.0023287671 per share per day, or $0.85 per share on an annualized basis. This represents a change in the annualized distribution yield, based on the original purchase price of $25.00 per share, from 5.8% to 3.4%, or a change from 6.76% to 3.96% based on the Company’s most recent estimated value per share as of December 31, 2016 of $21.45 per share.
March 2018 Fannie Mae Financing
On March 2, 2018, Healthcare Trust, Inc. (the “Company”), through wholly owned subsidiaries of its operating partnership, Healthcare Trust Operating Partnership, L.P. (the “OP”), incurred approximately $64.2 million in aggregate additional indebtedness pursuant to its master credit facility agreement with Capital One Multifamily Finance, LLC. As of March 2, 2018, approximately $216.7 million was outstanding under the Fannie Mae Master Credit Facility. All of the $61.7 million of the net proceeds, after closing costs, of the Advance was used by the Company to prepay a portion of the Bridge Loan.
The Advance bears interest at a rate of one-month LIBOR plus a 2.32% margin and matures on November 1, 2026. Monthly debt service payments on the Advance will be interest-only for forty-eight (48) months and principal and interest thereafter based on a 30-year amortization schedule. The Advance is prepayable in whole or in part after a one-year lockout period with a premium of 1% and, on or after July 31, 2026, without any premium.
Tender Offer
On March 13, 2018, the Company announced a tender offering to purchase up to 2,000,000 shares of the Company’s common stock, par value $0.01 per share, for cash at a purchase price equal to $13.15 per share, or $26.3 million in the aggregate, on the terms and conditions set forth in the 8-K filed with the SEC on March 13, 2018. The tender offering, proration period and withdrawal rights will expire at 11:59 p.m. Eastern Time, on April 12, 2018. The Company is making the Offer in response to an unsolicited offer to stockholders commenced on February 27, 2018.
F-48
Healthcare Trust, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
Schedule III
December 31, 2017
Initial Costs | Subsequent to Acquisition | |||||||||||||||||||||||||||
Property (In thousands) | State | Acquisition Date | Encumbrances at December 31, 2017 | Land | Building and Improvements | Building and Improvements | Gross Amount at December 31,2017(1)(2) | Accumulated Depreciation(3)(4) | ||||||||||||||||||||
Fresenius Medical Care - Winfield(5) | AL | 5/10/2013 | $ | 749 | $ | 151 | $ | 1,568 | $ | — | $ | 1,719 | $ | 215 | ||||||||||||||
Adena Health Center - Jackson(5) | OH | 6/28/2013 | 2,124 | 242 | 4,494 | — | 4,736 | 524 | ||||||||||||||||||||
Ouachita Community Hospital - West Monroe | LA | 7/12/2013 | 2,666 | 633 | 5,304 | — | 5,937 | 629 | ||||||||||||||||||||
CareMeridian - Littleton | CO | 8/8/2013 | — | 976 | 8,900 | 103 | 9,979 | 1,751 | ||||||||||||||||||||
Oak Lawn Medical Center - Oak Lawn(5) | IL | 8/21/2013 | 4,018 | 835 | 7,477 | — | 8,312 | 1,045 | ||||||||||||||||||||
Surgery Center of Temple - Temple(5) | TX | 8/30/2013 | 3,141 | 225 | 5,208 | — | 5,433 | 586 | ||||||||||||||||||||
Greenville Health System - Greenville(5) | SC | 10/10/2013 | 1,677 | 720 | 3,045 | — | 3,765 | 333 | ||||||||||||||||||||
Arrowhead Medical Plaza II - Glendale | AZ | 2/21/2014 | — | — | 9,707 | 916 | 10,623 | 1,249 | ||||||||||||||||||||
Village Center Parkway - Stockbridge | GA | 2/21/2014 | — | 1,135 | 2,299 | 131 | 3,565 | 349 | ||||||||||||||||||||
Stockbridge Family Medical - Stockbridge | GA | 2/21/2014 | — | 823 | 1,799 | 11 | 2,633 | 208 | ||||||||||||||||||||
Creekside MOB - Douglasville(5) | GA | 4/30/2014 | 6,018 | 2,709 | 5,320 | 603 | 8,632 | 808 | ||||||||||||||||||||
Bowie Gateway Medical Center - Bowie(5) | MD | 5/7/2014 | 7,390 | 983 | 10,321 | — | 11,304 | 1,028 | ||||||||||||||||||||
Campus at Crooks & Auburn Building D - Rochester Hills(5) | MI | 5/19/2014 | 2,613 | 640 | 4,107 | 19 | 4,766 | 419 | ||||||||||||||||||||
Medical Center of New Windsor - New Windsor | NY | 5/22/2014 | 4,521 | — | 10,566 | 326 | 10,892 | 1,129 | ||||||||||||||||||||
Plank Medical Center - Clifton Park | NY | 5/22/2014 | 1,767 | 749 | 3,559 | 44 | 4,352 | 395 | ||||||||||||||||||||
Cushing Center - Schenectady | NY | 5/23/2014 | 7,285 | — | 12,489 | 37 | 12,526 | 1,269 | ||||||||||||||||||||
Berwyn Medical Center - Berwyn(5) | IL | 5/29/2014 | 4,367 | 1,305 | 7,559 | — | 8,864 | 707 | ||||||||||||||||||||
Countryside Medical Arts - Safety Harbor | FL | 5/30/2014 | 5,773 | 915 | 7,663 | 60 | 8,638 | 777 | ||||||||||||||||||||
St. Andrews Medical Park - Venice | FL | 5/30/2014 | 6,381 | 1,666 | 9,944 | 223 | 11,833 | 1,069 | ||||||||||||||||||||
Campus at Crooks & Auburn Building C - Rochester Hills(5) | MI | 6/3/2014 | 2,877 | 609 | 3,842 | 140 | 4,591 | 426 | ||||||||||||||||||||
Slingerlands Crossing Phase I - Bethlehem | NY | 6/13/2014 | 4,135 | 3,865 | 5,919 | 27 | 9,811 | 619 | ||||||||||||||||||||
Slingerlands Crossing Phase II - Bethlehem | NY | 6/13/2014 | 4,749 | 1,707 | 9,715 | 105 | 11,527 | 1,000 | ||||||||||||||||||||
UC Davis MOB - Elk Grove(5) | CA | 7/15/2014 | 6,807 | 1,138 | 7,242 | 234 | 8,614 | 716 | ||||||||||||||||||||
Laguna Professional Center - Elk Grove(5) | CA | 7/15/2014 | 7,620 | 1,811 | 14,598 | 218 | 16,627 | 1,449 | ||||||||||||||||||||
Estate at Hyde Park - Tampa(5) | FL | 7/31/2014 | 20,116 | 1,777 | 20,153 | 17 | 21,947 | 2,178 | ||||||||||||||||||||
Autumn Ridge of Clarkston - Clarkston(5) | MI | 8/12/2014 | 19,245 | 655 | 19,834 | 106 | 20,595 | 2,193 | ||||||||||||||||||||
Sunnybrook of Burlington - Burlington(5) | IA | 8/26/2014 | 12,783 | 518 | 16,651 | 16 | 17,185 | 1,828 | ||||||||||||||||||||
Sunnybrook of Carroll - Carroll(5) | IA | 8/26/2014 | 6,344 | 473 | 11,150 | 9 | 11,632 | 1,116 | ||||||||||||||||||||
Sunnybrook of Fairfield - Fairfield(5) | IA | 8/26/2014 | 1,750 | 340 | 14,028 | 24 | 14,392 | 1,581 | ||||||||||||||||||||
Sunnybrook of Ft. Madison - Ft. Madison(5) | IA | 8/26/2014 | 1,044 | 263 | 3,898 | 3 | 4,164 | 37 | ||||||||||||||||||||
F-49
Healthcare Trust, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
Schedule III
December 31, 2017
Initial Costs | Subsequent to Acquisition | |||||||||||||||||||||||||||
Property (In thousands) | State | Acquisition Date | Encumbrances at December 31, 2017 | Land | Building and Improvements | Building and Improvements | Gross Amount at December 31,2017(1)(2) | Accumulated Depreciation(3)(4) | ||||||||||||||||||||
Sunnybrook of Mt. Pleasant - Mt. Pleasant(5) | IA | 8/26/2014 | 1,329 | 205 | 10,811 | 223 | 11,239 | 1,019 | ||||||||||||||||||||
Sunnybrook of Muscatine - Muscatine | IA | 8/26/2014 | 9,324 | 302 | 13,752 | 102 | 14,156 | 1,406 | ||||||||||||||||||||
Prairie Hills at Cedar Rapids - Cedar Rapids(5) | IA | 8/26/2014 | 8,014 | 195 | 8,544 | 72 | 8,811 | 872 | ||||||||||||||||||||
Prairie Hills at Clinton - Clinton(5) | IA | 8/26/2014 | 11,750 | 890 | 18,801 | 103 | 19,794 | 1,940 | ||||||||||||||||||||
Prairie Hills at Des Moines - Des Moines | IA | 8/26/2014 | 5,418 | 647 | 13,645 | 59 | 14,351 | 1,535 | ||||||||||||||||||||
Prairie Hills at Tipton - Tipton | IA | 8/26/2014 | 1,044 | 306 | 10,370 | 8 | 10,684 | 955 | ||||||||||||||||||||
Prairie Hills at Independence - Independence(5) | IA | 8/26/2014 | 1,286 | 473 | 10,534 | 55 | 11,062 | 1,042 | ||||||||||||||||||||
Prairie Hills at Ottumwa - Ottumwa(5) | IA | 8/26/2014 | 1,223 | 538 | 9,100 | 87 | 9,725 | 990 | ||||||||||||||||||||
Sunnybrook of Burlington - Land - Burlington | IA | 8/26/2014 | — | 620 | — | — | 620 | — | ||||||||||||||||||||
Benedictine Cancer Center - Kingston | NY | 8/27/2014 | 4,369 | — | 13,274 | — | 13,274 | 1,155 | ||||||||||||||||||||
Buchanan Meadows - Buchanan | MI | 8/29/2014 | 3,917 | 288 | 6,988 | 26 | 7,302 | 760 | ||||||||||||||||||||
Crystal Springs - Kentwood | MI | 8/29/2014 | 1,371 | 661 | 14,507 | 53 | 15,221 | 1,743 | ||||||||||||||||||||
Golden Orchards - Fennville | MI | 8/29/2014 | 738 | 418 | 5,318 | 64 | 5,800 | 539 | ||||||||||||||||||||
Lakeside Vista - Holland | MI | 8/29/2014 | 7,723 | 378 | 12,196 | 75 | 12,649 | 1,297 | ||||||||||||||||||||
Liberty Court - Dixon | IL | 8/29/2014 | — | 119 | 1,957 | — | 2,076 | 232 | ||||||||||||||||||||
Prestige Centre - Buchanan | MI | 8/29/2014 | 422 | 297 | 2,207 | 6 | 2,510 | 281 | ||||||||||||||||||||
Prestige Commons - Chesterfield Twp | MI | 8/29/2014 | 601 | 318 | 5,346 | 41 | 5,705 | 541 | ||||||||||||||||||||
Prestige Pines - Dewitt | MI | 8/29/2014 | 875 | 476 | 3,065 | 27 | 3,568 | 440 | ||||||||||||||||||||
Prestige Place - Clare | MI | 8/29/2014 | — | 59 | 1,169 | 17 | 1,245 | 246 | ||||||||||||||||||||
Prestige Point - Grand Blanc | MI | 8/29/2014 | — | 73 | 734 | 4 | 811 | 1 | ||||||||||||||||||||
Prestige Way - Holt | MI | 8/29/2014 | — | 151 | 1,339 | — | 1,490 | 14 | ||||||||||||||||||||
The Atrium - Rockford | IL | 8/29/2014 | — | 164 | 1,746 | — | 1,910 | 17 | ||||||||||||||||||||
Waldon Woods - Wyoming | MI | 8/29/2014 | — | 205 | 1,915 | 14 | 2,134 | 15 | ||||||||||||||||||||
Whispering Woods - Grand Rapids | MI | 8/29/2014 | — | 806 | 12,204 | 555 | 13,565 | 1,519 | ||||||||||||||||||||
Arrowhead Medical Plaza I - Glendale | AZ | 9/10/2014 | — | — | 6,377 | 797 | 7,174 | 609 | ||||||||||||||||||||
Cardiovascular Consultants of Cape Girardeau Medical Office Building - Cape Girardeau(5) | MO | 9/18/2014 | 3,316 | 1,624 | 5,303 | — | 6,927 | 641 | ||||||||||||||||||||
FOC Clinical - Mechanicsburg(5) | PA | 9/26/2014 | 13,408 | — | 19,634 | — | 19,634 | 1,819 | ||||||||||||||||||||
Brady MOB - Harrisburg(5) | PA | 9/26/2014 | 14,622 | — | 22,485 | — | 22,485 | 1,844 | ||||||||||||||||||||
Community Health MOB - Harrisburg(5) | PA | 9/26/2014 | 3,985 | — | 6,170 | — | 6,170 | 518 | ||||||||||||||||||||
FOC I - Mechanicsburg(5) | PA | 9/26/2014 | 5,859 | — | 8,923 | 114 | 9,037 | 860 | ||||||||||||||||||||
F-50
Healthcare Trust, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
Schedule III
December 31, 2017
Initial Costs | Subsequent to Acquisition | |||||||||||||||||||||||||||
Property (In thousands) | State | Acquisition Date | Encumbrances at December 31, 2017 | Land | Building and Improvements | Building and Improvements | Gross Amount at December 31,2017(1)(2) | Accumulated Depreciation(3)(4) | ||||||||||||||||||||
FOC II - Mechanicsburg(5) | PA | 9/26/2014 | 11,508 | — | 16,473 | — | 16,473 | 1,537 | ||||||||||||||||||||
Landis Memorial - Harrisburg(5) | PA | 9/26/2014 | 16,603 | — | 32,484 | — | 32,484 | 2,672 | ||||||||||||||||||||
Copper Springs Senior Living - Meridian(5) | ID | 9/29/2014 | 3,394 | 498 | 7,053 | 81 | 7,632 | 993 | ||||||||||||||||||||
Addington Place of Brunswick - Brunswick(5) (f/k/a Benton House - Brunswick) | GA | 9/30/2014 | 1,371 | 1,509 | 14,385 | 25 | 15,919 | 1,588 | ||||||||||||||||||||
Addington Place of Dublin - Dublin(5) (f/k/a Benton House - Dublin) | GA | 9/30/2014 | 1,160 | 403 | 9,254 | 51 | 9,708 | 1,118 | ||||||||||||||||||||
Addington Place of Johns Creek - Johns Creek(5) (f/k/a Benton House - Johns Creek) | GA | 9/30/2014 | 10,139 | 997 | 11,849 | 99 | 12,945 | 1,352 | ||||||||||||||||||||
Addington Place of Lee's Summit - Lee's Summit(7) (f/k/a Benton House - Lee's Summit) | MO | 9/30/2014 | 17,187 | 2,734 | 24,970 | 52 | 27,756 | 2,553 | ||||||||||||||||||||
Manor on the Square - Roswell(5) (f/k/a Benton House - Roswell) | GA | 9/30/2014 | 4,095 | 1,000 | 8,505 | 194 | 9,699 | 1,121 | ||||||||||||||||||||
Addington Place of Titusville - Titusville(5) (f/k/a Benton House - Titusville) | FL | 9/30/2014 | 11,971 | 1,379 | 13,827 | 110 | 15,316 | 1,674 | ||||||||||||||||||||
Allegro at Elizabethtown - Elizabethtown(5) | KY | 9/30/2014 | 938 | 317 | 7,261 | 148 | 7,726 | 941 | ||||||||||||||||||||
Allegro at Jupiter - Jupiter(6) | FL | 9/30/2014 | 38,559 | 3,741 | 49,413 | 138 | 53,292 | 5,082 | ||||||||||||||||||||
Addington Place of College Harbor - St. Petersburg(5) (f/k/a Allegro at St Petersburg) | FL | 9/30/2014 | 6,064 | 3,791 | 7,950 | 850 | 12,591 | 1,361 | ||||||||||||||||||||
Allegro at Stuart - Stuart(6) | FL | 9/30/2014 | 42,524 | 5,018 | 60,505 | 231 | 65,754 | 6,375 | ||||||||||||||||||||
Allegro at Tarpon - Tarpon Springs(5) | FL | 9/30/2014 | 7,350 | 2,360 | 13,412 | 138 | 15,910 | 1,793 | ||||||||||||||||||||
Allegro at St Petersburg - Land - St Petersburg | FL | 9/30/2014 | — | 3,045 | — | — | 3,045 | — | ||||||||||||||||||||
Gateway Medical Office Building - Clarksville | TN | 10/3/2014 | 11,481 | — | 16,367 | 501 | 16,868 | 1,455 | ||||||||||||||||||||
757 Building - Munster(5) | IN | 10/17/2014 | 3,706 | 645 | 7,885 | — | 8,530 | 653 | ||||||||||||||||||||
Dyer Building - Dyer(5) | IN | 10/17/2014 | 3,907 | 601 | 8,867 | 125 | 9,593 | 743 | ||||||||||||||||||||
759 Building - Munster(5) | IN | 10/17/2014 | 6,440 | 1,101 | 8,899 | — | 10,000 | 758 | ||||||||||||||||||||
761 Building - Munster(5) | IN | 10/17/2014 | 4,997 | 1,436 | 8,580 | 10 | 10,026 | 759 | ||||||||||||||||||||
Schererville Building - Schererville | IN | 10/17/2014 | — | 1,260 | 750 | 201 | 2,211 | 133 | ||||||||||||||||||||
Nuvista at Hillsborough - Lutz | FL | 10/17/2014 | — | 913 | 17,176 | — | 18,089 | 2,433 | ||||||||||||||||||||
Nuvista at Wellington Green - Wellington(5) | FL | 10/17/2014 | 20,673 | 4,273 | 42,098 | — | 46,371 | 4,990 | ||||||||||||||||||||
Mount Vernon Medical Office Building - Mount Vernon | WA | 11/25/2014 | 11,085 | — | 18,519 | — | 18,519 | 1,548 | ||||||||||||||||||||
Meadowbrook Senior Living - Agoura Hills(5) | CA | 11/25/2014 | 19,167 | 8,821 | 48,454 | 459 | 57,734 | 4,389 | ||||||||||||||||||||
Hampton River Medical Arts Building - Hampton(5) | VA | 12/3/2014 | 15,678 | — | 17,706 | 89 | 17,795 | 1,552 | ||||||||||||||||||||
Careplex West Medical Office Building - Hampton(5) | VA | 12/3/2014 | 10,663 | 2,628 | 16,098 | — | 18,726 | 1,323 | ||||||||||||||||||||
F-51
Healthcare Trust, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
Schedule III
December 31, 2017
Initial Costs | Subsequent to Acquisition | |||||||||||||||||||||||||||
Property (In thousands) | State | Acquisition Date | Encumbrances at December 31, 2017 | Land | Building and Improvements | Building and Improvements | Gross Amount at December 31,2017(1)(2) | Accumulated Depreciation(3)(4) | ||||||||||||||||||||
Wellington at Hershey's Mill - West Chester(5) | PA | 12/3/2014 | 37,056 | 8,531 | 80,076 | — | 88,607 | 7,170 | ||||||||||||||||||||
Eye Specialty Group Medical Building - Memphis(5) | TN | 12/5/2014 | 5,332 | 775 | 7,223 | — | 7,998 | 585 | ||||||||||||||||||||
Addington Place of Alpharetta - Alpharetta(5) (f/k/a Benton House - Alpharetta) | GA | 12/10/2014 | 2,467 | 1,604 | 26,055 | 22 | 27,681 | 2,538 | ||||||||||||||||||||
Addington Place of Prairie Village - Prairie Village(7) (f/k/a Benton House - Prairie Village) | KS | 12/10/2014 | 14,812 | 1,782 | 21,831 | 27 | 23,640 | 2,191 | ||||||||||||||||||||
Medical Sciences Pavilion - Harrisburg(5) | PA | 12/15/2014 | 13,461 | — | 22,309 | 146 | 22,455 | 1,743 | ||||||||||||||||||||
Bloom MOB - Harrisburg(5) | PA | 12/15/2014 | 11,217 | — | 15,928 | — | 15,928 | 1,301 | ||||||||||||||||||||
Pinnacle Center - Southaven(5) | MS | 12/16/2014 | 4,223 | 1,378 | 6,418 | 290 | 8,086 | 625 | ||||||||||||||||||||
Wood Glen Nursing and Rehab Center - West Chicago | IL | 12/16/2014 | — | 1,896 | 16,107 | — | 18,003 | 1,962 | ||||||||||||||||||||
Paradise Valley Medical Plaza - Phoenix(5) | AZ | 12/29/2014 | 12,405 | — | 25,187 | 599 | 25,786 | 2,094 | ||||||||||||||||||||
The Hospital at Craig Ranch - McKinney (f/k/a Victory Medical Center at Craig Ranch) | TX | 12/30/2014 | — | 1,596 | 40,389 | 182 | 42,167 | 3,114 | ||||||||||||||||||||
Capitol Healthcare & Rehab Centre - Springfield | IL | 12/31/2014 | — | 603 | 21,690 | 35 | 22,328 | 2,561 | ||||||||||||||||||||
Colonial Healthcare & Rehab Centre - Princeton | IL | 12/31/2014 | — | 173 | 5,871 | — | 6,044 | 904 | ||||||||||||||||||||
Morton Terrace Healthcare & Rehab Centre - Morton | IL | 12/31/2014 | — | 709 | 5,649 | — | 6,358 | 889 | ||||||||||||||||||||
Morton Villa Healthcare & Rehab Centre - Morton | IL | 12/31/2014 | — | 645 | 3,665 | 109 | 4,419 | 536 | ||||||||||||||||||||
Rivershores Healthcare & Rehab Centre - Marseilles | IL | 12/31/2014 | — | 1,276 | 6,868 | — | 8,144 | 888 | ||||||||||||||||||||
The Heights Healthcare & Rehab Centre - Peoria Heights | IL | 12/31/2014 | — | 213 | 7,952 | — | 8,165 | 1,078 | ||||||||||||||||||||
Specialty Hospital - Mesa | AZ | 1/14/2015 | — | 1,977 | 16,146 | 284 | 18,407 | 1,306 | ||||||||||||||||||||
Specialty Hospital - Sun City | AZ | 1/14/2015 | — | 2,329 | 15,795 | 274 | 18,398 | 1,287 | ||||||||||||||||||||
Addington Place of Shoal Creek - Kansas City(7) (f/k/a Benton House - Shoal Creek) | MO | 2/2/2015 | 13,391 | 3,723 | 22,206 | 82 | 26,011 | 2,084 | ||||||||||||||||||||
Aurora Health Center - Green Bay | WI | 3/18/2015 | 1,121 | 1,130 | 1,678 | — | 2,808 | 149 | ||||||||||||||||||||
Aurora Health Center - Greenville | WI | 3/18/2015 | 488 | 259 | 958 | — | 1,217 | 90 | ||||||||||||||||||||
Aurora Health Center - Plymouth | WI | 3/18/2015 | 10,863 | 2,891 | 24,224 | — | 27,115 | 1,927 | ||||||||||||||||||||
Aurora Health Center - Waterford | WI | 3/18/2015 | 2,828 | 590 | 6,452 | — | 7,042 | 495 | ||||||||||||||||||||
Aurora Health Center - Wautoma | WI | 3/18/2015 | 2,535 | 1,955 | 4,361 | — | 6,316 | 349 | ||||||||||||||||||||
Aurora Sheyboygan Clinic - Kiel | WI | 3/18/2015 | 1,160 | 676 | 2,214 | — | 2,890 | 175 | ||||||||||||||||||||
Arbor View Assisted Living and Memory Care - Burlington | WI | 3/31/2015 | — | 367 | 7,815 | — | 8,182 | 830 | ||||||||||||||||||||
Advanced Orthopedic Medical Center - Richmond(5) | VA | 4/7/2015 | 11,666 | 1,523 | 19,229 | — | 20,752 | 1,403 | ||||||||||||||||||||
Palm Valley Medical Plaza - Goodyear | AZ | 4/7/2015 | 3,327 | 1,890 | 4,876 | 101 | 6,867 | 410 | ||||||||||||||||||||
F-52
Healthcare Trust, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
Schedule III
December 31, 2017
Initial Costs | Subsequent to Acquisition | |||||||||||||||||||||||||||
Property (In thousands) | State | Acquisition Date | Encumbrances at December 31, 2017 | Land | Building and Improvements | Building and Improvements | Gross Amount at December 31,2017(1)(2) | Accumulated Depreciation(3)(4) | ||||||||||||||||||||
Physicians Plaza of Roane County - Harriman(5) | TN | 4/27/2015 | 4,330 | 1,746 | 7,813 | 40 | 9,599 | 595 | ||||||||||||||||||||
Adventist Health Lacey Medical Plaza - Hanford(5) | CA | 4/29/2015 | 8,502 | 328 | 13,267 | 35 | 13,630 | 903 | ||||||||||||||||||||
Commercial Center - Peoria | AZ | 5/15/2015 | 2,111 | 959 | 1,076 | 425 | 2,460 | 123 | ||||||||||||||||||||
Medical Center I - Peoria | AZ | 5/15/2015 | 1,689 | 807 | 1,077 | 842 | 2,726 | 220 | ||||||||||||||||||||
Medical Center II - Peoria | AZ | 5/15/2015 | — | 945 | 1,304 | 929 | 3,178 | 270 | ||||||||||||||||||||
Medical Center III - Peoria | AZ | 5/15/2015 | — | 673 | 1,597 | 497 | 2,767 | 183 | ||||||||||||||||||||
Morrow Medical Center - Morrow(5) | GA | 6/24/2015 | 2,925 | 1,155 | 5,618 | 6 | 6,779 | 389 | ||||||||||||||||||||
Belmar Medical Building - Lakewood(5) | CO | 6/29/2015 | 2,422 | 819 | 4,273 | 41 | 5,133 | 314 | ||||||||||||||||||||
Addington Place of Northville - Northville(7) | MI | 6/30/2015 | 13,287 | 440 | 14,975 | — | 15,415 | 1,209 | ||||||||||||||||||||
Medical Center V - Peoria | AZ | 7/10/2015 | 3,066 | 1,089 | 3,200 | 91 | 4,380 | 227 | ||||||||||||||||||||
Legacy Medical Village - Plano(5) | TX | 7/10/2015 | 19,637 | 3,755 | 31,097 | 165 | 35,017 | 2,103 | ||||||||||||||||||||
Conroe Medical Arts and Surgery Center - Conroe(5) | TX | 7/10/2015 | 9,343 | 1,965 | 12,198 | 237 | 14,400 | 936 | ||||||||||||||||||||
Scripps Cedar Medical Center - Vista(5) | CA | 8/6/2015 | 10,082 | 1,213 | 14,531 | 11 | 15,755 | 908 | ||||||||||||||||||||
NuVista Institute for Healthy Living - Jupiter | FL | 8/7/2015 | — | 10,000 | — | 72,007 | 82,007 | — | ||||||||||||||||||||
Ocean Park of Brookings - Brookings | OR | 9/1/2015 | 1,381 | 589 | 5,381 | 53 | 6,023 | 48 | ||||||||||||||||||||
Ramsey Woods - Cudahy | WI | 10/2/2015 | — | 930 | 4,990 | — | 5,920 | 393 | ||||||||||||||||||||
East Coast Square North - Morehead City(5) | NC | 10/15/2015 | 2,535 | 899 | 4,761 | — | 5,660 | 289 | ||||||||||||||||||||
East Coast Square West - Cedar Point(5) | NC | 10/15/2015 | 3,218 | 1,535 | 4,803 | 6 | 6,344 | 298 | ||||||||||||||||||||
Eastside Cancer Institute - Greenville(5) | SC | 10/22/2015 | 3,355 | 1,498 | 6,637 | — | 8,135 | 396 | ||||||||||||||||||||
Sassafras Medical Building - Erie(5) | PA | 10/22/2015 | 2,389 | 928 | 4,538 | — | 5,466 | 254 | ||||||||||||||||||||
Sky Lakes Klamath Medical Clinic - Klamath Falls(5) | OR | 10/22/2015 | 1,268 | 433 | 2,604 | 18 | 3,055 | 152 | ||||||||||||||||||||
Courtyard Fountains - Gresham | OR | 12/1/2015 | 24,372 | 2,476 | 50,534 | 621 | 53,631 | 3,264 | ||||||||||||||||||||
Presence Healing Arts Pavilion - New Lenox | IL | 12/4/2015 | — | — | 6,761 | 71 | 6,832 | 405 | ||||||||||||||||||||
Mainland Medical Arts Pavilion - Texas City(5) | TX | 12/4/2015 | 4,096 | 320 | 7,823 | 300 | 8,443 | 503 | ||||||||||||||||||||
Renaissance on Peachtree - Atlanta(5) | GA | 12/15/2015 | 50,821 | 4,535 | 68,605 | 576 | 73,716 | 4,345 | ||||||||||||||||||||
Fox Ridge Senior Living at Bryant - Bryant | AR | 12/29/2015 | 7,535 | 1,687 | 12,862 | 159 | 14,708 | 1,084 | ||||||||||||||||||||
Fox Ridge Senior Living at Chenal - Little Rock | AR | 12/29/2015 | 17,270 | 6,896 | 20,484 | 78 | 27,458 | 1,479 | ||||||||||||||||||||
Fox Ridge Senior Living at Parkstone - North Little Rock | AR | 12/29/2015 | 10,716 | — | 19,190 | 102 | 19,292 | 1,260 | ||||||||||||||||||||
F-53
Healthcare Trust, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
Schedule III
December 31, 2017
Initial Costs | Subsequent to Acquisition | |||||||||||||||||||||||||||
Property (In thousands) | State | Acquisition Date | Encumbrances at December 31, 2017 | Land | Building and Improvements | Building and Improvements | Gross Amount at December 31,2017(1)(2) | Accumulated Depreciation(3)(4) | ||||||||||||||||||||
Autumn Leaves of Clear Lake - Houston | TX | 12/31/2015 | — | 1,599 | 13,194 | — | 14,793 | 872 | ||||||||||||||||||||
Autumn Leaves of Cy-Fair - Houston | TX | 12/31/2015 | — | 1,225 | 11,335 | — | 12,560 | 752 | ||||||||||||||||||||
Autumn Leaves of Meyerland - Houston | TX | 12/31/2015 | — | 2,033 | 13,411 | — | 15,444 | 849 | ||||||||||||||||||||
Autumn Leaves of The Woodlands - The Woodlands | TX | 12/31/2015 | — | 2,412 | 9,141 | — | 11,553 | 647 | ||||||||||||||||||||
High Desert Medical Group Medical Office Building - Lancaster | CA | 4/07/2017 | 4,876 | 1,459 | 9,300 | — | 10,759 | 228 | ||||||||||||||||||||
Northside Hospital Medical Office Building - Canton | GA | 7/13/2017 | 5,276 | 3,408 | 8,191 | — | 11,599 | 111 | ||||||||||||||||||||
West Michigan Surgery Center - Big Rapids | MI | 8/18/2017 | — | 258 | 5,677 | — | 5,935 | 50 | ||||||||||||||||||||
Camellia Walk Assisted Living and Memory Care - Evans | GA | 9/28/2017 | 11,971 | 1,855 | 17,361 | — | 19,216 | 149 | ||||||||||||||||||||
Cedarhurst of Collinsville - Collinsville | IL | 12/22/2017 | 4,168 | 1,228 | 8,638 | — | 9,866 | — | ||||||||||||||||||||
Beaumont Medical Center - Warren | MI | 12/22/2017 | 4,945 | 1,078 | 9,525 | — | 10,603 | — | ||||||||||||||||||||
DaVita Dialysis - Hudson | FL | 12/22/2017 | 981 | 226 | 1,979 | — | 2,205 | — | ||||||||||||||||||||
DaVita Bay Breeze - Largo | FL | 12/22/2017 | 595 | 399 | 896 | — | 1,295 | — | ||||||||||||||||||||
Greenfield Medical Center - Gilbert | AZ | 12/22/2017 | 2,552 | 1,476 | 4,131 | — | 5,607 | — | ||||||||||||||||||||
RAI Care Center - Clearwater | FL | 12/22/2017 | 1,707 | 624 | 3,156 | — | 3,780 | — | ||||||||||||||||||||
Illinois CancerCare - Galesburg | IL | 12/22/2017 | 935 | 290 | 2,457 | — | 2,747 | — | ||||||||||||||||||||
UnityPoint Clinic - Muscatine | IA | 12/22/2017 | — | 570 | 4,541 | — | 5,111 | — | ||||||||||||||||||||
Lee Memorial Health System Outpatient Center - Ft. Meyers | FL | 12/22/2017 | 1,909 | 439 | 4,374 | — | 4,813 | — | ||||||||||||||||||||
Arcadian Cove Assisted Living - Richmond | KY | 12/22/2017 | — | 481 | 3,923 | — | 4,404 | — | ||||||||||||||||||||
Decatur Medical Office Building - Decatur | GA | 12/22/2017 | 1,838 | 695 | 3,273 | — | 3,968 | — | ||||||||||||||||||||
Madison Medical Plaza - Joliet | IL | 12/22/2017 | 7,624 | — | 16,855 | — | 16,855 | — | ||||||||||||||||||||
Woodlake Office Center - Woodbury | MN | 12/22/2017 | 5,376 | 1,017 | 10,688 | — | 11,705 | — | ||||||||||||||||||||
Rockwall Medical Plaza - Rockwall | TX | 12/22/2017 | 2,437 | 1,097 | 4,571 | — | 5,668 | — | ||||||||||||||||||||
Buckeye Health Center - Cleveland | OH | 12/22/2017 | 2,817 | 389 | 4,367 | — | 4,756 | — | ||||||||||||||||||||
UnityPoint Clinic - Moline | IL | 12/22/2017 | — | 396 | 2,880 | — | 3,276 | — | ||||||||||||||||||||
VA Outpatient Clinic - Galesburg | IL | 12/22/2017 | 1,416 | 359 | 1,852 | — | 2,211 | — | ||||||||||||||||||||
Philip Professional Center - Lawrenceville | GA | 12/22/2017 | 4,895 | 757 | 6,710 | — | 7,467 | — | ||||||||||||||||||||
Total | $ | 950,234 | $ | 201,427 | $ | 1,939,110 | $ | 88,837 | $ | 2,229,374 | $ | 170,271 | ||||||||||||||||
___________________________________
(1) | Acquired intangible lease assets allocated to individual properties in the amount of $256.7 million are not reflected in the table above. |
(2) | The tax basis of aggregate land, buildings and improvements as of December 31, 2017 is $2.2 billion (unaudited). |
(3) | The accumulated depreciation column excludes $139.4 million of amortization associated with acquired intangible lease assets. |
F-54
Healthcare Trust, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
Schedule III
December 31, 2017
(4) | Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements and five years for fixtures. |
(5) | These unencumbered properties collateralize the Revolving Credit Facility of up to $565.0 million, which had $239.7 million of outstanding borrowings as of December 31, 2017. |
(6) | These properties collateralize the Capital One Credit Facility, which had $152.5 million of outstanding borrowings as of December 31, 2017. |
(7) | These properties collateralize the KeyBank Credit Facility, which had $142.7 million of outstanding borrowings as of December 31, 2017. |
f/k/a — Formerly Known As
A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2017, 2016 and 2015:
December 31, | ||||||||||||
(In thousands) | 2017 | 2016 | 2015 | |||||||||
Real estate investments, at cost(1): | ||||||||||||
Balance at beginning of year | $ | 2,060,458 | $ | 2,078,503 | $ | 1,475,848 | ||||||
Additions-Acquisitions | 169,741 | 6,478 | 602,655 | |||||||||
Disposals | (825 | ) | (24,523 | ) | — | |||||||
Balance at end of the year | $ | 2,229,374 | $ | 2,060,458 | $ | 2,078,503 | ||||||
Accumulated depreciation(1): | ||||||||||||
Balance at beginning of year | $ | 119,014 | $ | 60,575 | $ | 11,791 | ||||||
Depreciation expense | 51,268 | 59,478 | 48,784 | |||||||||
Disposals | (11 | ) | (1,039 | ) | — | |||||||
Balance at end of the year | $ | 170,271 | $ | 119,014 | $ | 60,575 | ||||||
___________________________________
(1) | Acquired intangible lease assets and related accumulated depreciation are not reflected in the table above. |
See accompanying report of independent registered public accounting firm.
F-55