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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2017
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Maryland
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47-2887436
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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18191 Von Karman Avenue, Suite 300,
Irvine, California |
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92612
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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None
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None
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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x
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Page
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On October 31, 2017, we entered into an amendment to our credit agreement, or the Amendment, with Bank of America, N.A., and KeyBank, National Association. The material terms of the Amendment include: (i) a $50,000,000 increase in our revolving line of credit, or the Line of Credit, from an aggregate maximum principal amount $100,000,000 to $150,000,000; (ii) a term loan with an aggregate maximum principal amount of $50,000,000, or the Term Loan Credit Facility, that matures on August 25, 2019; and (iii) our right to increase the Line of Credit or Term Loan Credit Facility, provided that the aggregate principal amount of all such increases and additions shall not exceed $300,000,000. As a result of the Amendment, our aggregate borrowing capacity under the Line of Credit and Term Loan Credit Facility, or collectively, the Corporate Line of Credit, is $200,000,000.
See Note 7, Line of Credit and Term Loan
, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
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On November 1, 2017, we completed the acquisition of Central Florida Senior Housing Portfolio located in Florida, our first acquisition of a senior housing facility operated utilizing a RIDEA structure. Central Florida Senior Housing Portfolio was acquired for an aggregate contract purchase price of $109,500,000 pursuant to a joint venture with an affiliate of Meridian Senior Living, LLC, an unaffiliated third party. Our ownership of the joint venture is approximately 98%.
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On March 1, 2018, we acquired our first skilled nursing facility located in Wisconsin for a contract purchase price of $22,600,000.
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As of March 2, 2018, we had received and accepted subscriptions in our offering for
44,971,581
aggregate shares of our Class T and Class I common stock, or
$447,443,000
, excluding shares of our common stock issued pursuant to the DRIP. On February 14, 2018, our board of directors extended our offering for an additional year with a termination date of February 16, 2019, unless further extended by our board of directors as permitted under applicable law, or extended with respect to shares of our common stock offered pursuant to the DRIP.
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As of
March 8, 2018
, we had completed 19 property acquisitions whereby we owned 40 properties, comprising 42 buildings, or approximately 2,553,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $488,740,000.
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to preserve, protect and return our stockholders’ capital contributions;
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to pay regular cash distributions; and
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to realize growth in the value of our investments upon our ultimate sale of such investments.
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Quality.
We seek to acquire properties that are suitable for their intended use with a quality of construction that is capable of sustaining the property’s investment potential for the long-term, assuming funding of budgeted maintenance, repairs and capital improvements.
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Location.
We seek to acquire properties that are located in established or otherwise appropriate markets for comparable properties, with access and visibility suitable to meet the needs of its occupants. In addition to U.S. properties, we also seek to acquire international properties that meet our investment criteria.
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Market; Supply and Demand.
We focus on local or regional markets that have potential for stable and growing property level cash flows over the long-term. These determinations are based in part on an evaluation of local and regional economic, demographic and regulatory factors affecting the property. For instance, we favor markets that indicate a growing population and employment base or markets that exhibit potential limitations on additions to supply, such as barriers to new construction. Barriers to new construction include lack of available land and stringent zoning restrictions. In addition, we generally seek to limit our investments in areas that have limited potential for growth.
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Predictable Capital Needs.
We seek to acquire properties where the future expected capital needs can be reasonably projected in a manner that would enable us to meet our objectives of growth in cash flows and preservation of capital and stability.
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Cash Flows.
We seek to acquire properties where the current and projected cash flows, including the potential for appreciation in value, would enable us to meet our overall investment objectives. We evaluate cash flows as well as expected growth and the potential for appreciation.
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medical office buildings;
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hospitals;
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skilled nursing facilities;
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senior housing facilities;
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healthcare-related facilities operated utilizing a RIDEA structure;
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long-term acute care facilities;
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surgery centers;
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memory care facilities;
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specialty medical and diagnostic service facilities;
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laboratories and research facilities;
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pharmaceutical and medical supply manufacturing facilities; and
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offices leased to tenants in healthcare-related industries.
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plans and specifications;
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environmental reports (generally a minimum of a Phase I investigation);
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building condition reports;
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surveys;
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evidence of marketable title subject to such liens and encumbrances as are acceptable to our advisor;
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audited financial statements covering recent operations of real properties having operating histories unless such statements are not required to be filed with the SEC and delivered to stockholders;
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title insurance policies; and
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liability insurance policies.
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a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction, approves the transaction as being fair and reasonable to us; and
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the investment by us and such affiliates are on substantially the same terms and conditions.
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the ratio of the investment amount to the underlying property’s value;
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the property’s potential for capital appreciation;
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expected levels of rental and occupancy rates;
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the condition and use of the property;
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current and projected cash flows of the property;
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potential for rent increases;
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the degree of liquidity of the investment;
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the property’s income-producing capacity;
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the quality, experience and creditworthiness of the borrower;
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general economic conditions in the area where the property is located;
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in the case of mezzanine loans, the ability to acquire the underlying real property; and
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other factors that our advisor believes are relevant.
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positioning the overall portfolio to achieve an optimal mix of real estate and real estate-related investments;
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diversification benefits relative to the rest of the securities assets within our portfolio;
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fundamental securities analysis;
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quality and sustainability of underlying property cash flows;
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broad assessment of macroeconomic data and regional property level supply and demand dynamics;
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potential for delivering high current income and attractive risk-adjusted total returns; and
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additional factors considered important to meeting our investment objectives.
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diversification benefits exist associated with disposing of the investment and rebalancing our investment portfolio;
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an opportunity arises to pursue a more attractive investment;
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in the judgment of our advisor, the value of the investment might decline;
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with respect to properties, a major tenant involuntarily liquidates or is in default under its lease;
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the investment was acquired as part of a portfolio acquisition and does not meet our general acquisition criteria;
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an opportunity exists to enhance overall investment returns by raising capital through sale of the investment; or
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in the judgment of our advisor, the sale of the investment is in the best interest of our stockholders.
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Tenant
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Annualized
Base Rent(1) |
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Percentage of
Annualized
Base Rent
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Acquisition
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Reportable Segment
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GLA
(Sq Ft) |
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Lease Expiration
Date |
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Colonial Oaks Master Tenant, LLC
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$
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4,112,000
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11.6%
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Lafayette Assisted Living Portfolio and Northern California Senior Housing Portfolio
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Senior Housing
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215,000
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06/30/32
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Prime Healthcare Services – Reno
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$
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3,798,000
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10.7%
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Reno MOB
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Medical Office
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145,000
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Multiple
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(1)
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Annualized base rent is based on contractual base rent from leases in effect as of
December 31, 2017
. The loss of any of these tenants or their inability to pay rent could have a material adverse effect on our business and results of operations.
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identify and acquire investments that further our investment strategy;
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rely on our dealer manager to build, expand and maintain its network of licensed securities brokers and other agents in order to sell shares of our common stock;
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attract, integrate, motivate and retain qualified personnel to manage our day-to-day operations;
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respond to competition both for investment opportunities and potential investors’ investment in us; and
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build and expand our operational structure to support our business.
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Years Ended December 31,
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2017
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2016
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Distributions paid in cash
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$
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6,398,000
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$
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549,000
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Distributions reinvested
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8,689,000
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796,000
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$
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15,087,000
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$
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1,345,000
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Sources of distributions:
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Cash flows from operations
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$
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12,404,000
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82.2
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%
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$
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—
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—
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%
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Offering proceeds
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2,683,000
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17.8
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1,345,000
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100
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$
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15,087,000
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100
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%
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$
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1,345,000
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100
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%
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Years Ended December 31,
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2017
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2016
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Distributions paid in cash
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$
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6,398,000
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$
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549,000
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Distributions reinvested
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8,689,000
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796,000
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$
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15,087,000
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$
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1,345,000
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Sources of distributions:
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FFO attributable to controlling interest
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$
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14,134,000
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93.7
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%
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$
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—
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—
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%
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Offering proceeds
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953,000
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6.3
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1,345,000
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100
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$
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15,087,000
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100
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%
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$
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1,345,000
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100
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%
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•
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poor economic times may result in defaults by tenants of our properties due to bankruptcy, lack of liquidity, or operational failures. We may also be required to provide rent concessions or reduced rental rates to maintain or increase occupancy levels;
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reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans;
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the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investment or other factors;
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our lenders under our line of credit and term loan could refuse to fund its financing commitment to us or could fail and we may not be able to replace the financing commitment of such lender on favorable terms, or at all;
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one or more counterparties to our interest rate swaps could default on their obligations to us or could fail, increasing the risk that we may not realize the benefits of these instruments;
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increases in supply of competing properties or decreases in demand for our properties may impact our ability to maintain or increase occupancy levels and rents;
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constricted access to credit may result in tenant defaults or non-renewals under leases;
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job transfers and layoffs may cause vacancies to increase and a lack of future population and job growth may make it difficult to maintain or increase occupancy levels; and
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increased insurance premiums, real estate taxes or utilities or other expenses may reduce funds available for distribution or, to the extent such increases are passed through to tenants, may lead to tenant defaults. Also, any such increased expenses may make it difficult to increase rents to tenants on turnover, which may limit our ability to increase our returns.
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Debt Markets —
The debt market remains sensitive to the macro environment, such as Federal Reserve policy, market sentiment or regulatory factors affecting the banking and commercial mortgage-backed securities industries. Should overall borrowing costs increase, due to either increases in index rates or increases in lender spreads, our operations may generate lower returns.
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Real Estate Markets —
Changes in property values may fluctuate as a result of increases or decreases in construction activity, supply and demand, occupancies and rental rates. As a result, the properties we acquire could substantially decrease in value after we purchase them. Consequently, we may not be able to recover the carrying amount of our properties, which may require us to recognize an impairment charge or record a loss on sale in earnings.
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future offerings of our securities, including issuances pursuant to the DRIP and up to 200,000,000 shares of any class or series of preferred stock that our board of directors may authorize;
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private issuances of our securities to other investors, including institutional investors;
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issuances of our securities pursuant to our incentive plan; or
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redemptions of units of limited partnership interest in our operating partnership in exchange for shares of our common stock.
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a merger, tender offer or proxy contest;
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assumption of control by a holder of a large block of our securities; or
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removal of incumbent management.
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the election or removal of directors;
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the amendment of our charter, except that our board of directors may amend our charter without stockholder approval to change our name or the name of other designation or the par value of any class or series of our stock and
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our dissolution; and
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certain mergers, consolidations, conversions, statutory share exchanges and sales or other dispositions of all or substantially all of our assets.
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any person who beneficially owns, directly or indirectly, 10.0% or more of the voting power of the corporation’s outstanding voting stock; or
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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, directly or indirectly, of 10.0% or more of the voting power of the then outstanding stock of the corporation.
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80.0% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
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two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares of stock 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.
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pursuant to Section 3(a)(1)(A), it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or
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pursuant to Section 3(a)(1)(C), it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40.0% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, or the 40.0% test. “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
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limitations on capital structure;
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restrictions on specified investments;
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prohibitions on transactions with affiliates;
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compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations; and
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potentially, compliance with daily valuation requirements.
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the development company fails to develop the property;
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all or a specified portion of the pre-leased tenants fail to take possession under their leases for any reason; or
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we are unable to raise sufficient proceeds from our offering to pay the purchase price at closing.
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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 state or federal healthcare programs;
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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 federal healthcare programs to an entity with which the physician, or an immediate family member, has a financial relationship;
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the False Claims Act, 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;
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the Civil Monetary Penalties Law, which authorizes the U.S. Department of Health and Human Services to impose monetary penalties or exclusion from participating in state or federal healthcare programs for certain fraudulent acts;
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the Health Insurance Portability and Accountability Act of 1996, as amended, or HIPAA, Fraud Statute, which makes it a federal crime to defraud any health benefit plan, including private payers; and
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the Exclusions Law, which authorizes the U.S. Department of Health and Human Services to exclude someone from participating in state or federal healthcare programs for certain fraudulent acts.
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changes in the demand for and methods of delivering healthcare services;
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changes in third-party reimbursement policies;
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significant unused capacity in certain areas, which has created substantial competition for patients among healthcare providers in those areas;
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increased expense for uninsured patients;
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increased competition among healthcare providers;
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increased liability insurance expense;
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continued pressure by private and governmental payers to reduce payments to providers of services;
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increased scrutiny of billing, referral and other practices by federal and state authorities;
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changes in federal and state healthcare program payment models;
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increased emphasis on compliance with privacy and security requirements related to personal health information; and
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increased instability in the Health Insurance Exchange market and lack of access to insurance plans participating in the exchange.
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an obligation to refund amounts previously paid to us, our tenants or our operators pursuant to the Medicare or Medicaid programs or from private payors, in amounts that could be material to our business;
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state or federal agencies imposing fines, penalties and other sanctions on us, our tenants or our operators;
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loss of our right, our tenants’ right or our operators’ right to participate in the Medicare or Medicaid programs or one or more private payor networks;
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an increase in private litigation against us, our tenants or our operators; and
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damage to our reputation in various markets.
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a venture partner may at any time have economic or other business interests or goals which become inconsistent with our business interests or goals, including inconsistent goals relating to the sale of properties held in a joint venture or the timing of the termination and liquidation of the venture;
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a venture partner might become bankrupt and such proceedings could have an adverse impact on the operation of the partnership or joint venture;
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actions taken by a venture partner might have the result of subjecting the property to liabilities in excess of those contemplated; and
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a venture partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to maintaining our qualification as a REIT.
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part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as UBTI if the shares of our common stock are predominately held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT share ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as UBTI;
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part of the income and gain recognized by a tax exempt stockholder with respect to the shares of our common stock would constitute UBTI if the stockholder incurs debt in order to acquire the shares of our common stock; and
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part or all of the income or gain recognized with respect to the shares of our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under Sections 501(c)(7), (9), (17) or (20) of the Code may be treated as UBTI.
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whether their investment is consistent with the applicable provisions of ERISA and the Code, or any other applicable governing authority in the case of a government plan;
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whether their investment is made in accordance with the documents and instruments governing their Benefit Plan or IRA, including any investment policy;
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whether their investment satisfies the prudence, diversification and other requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA;
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whether their investment will impair the liquidity needs to satisfy minimum and other distribution requirements of the Benefit Plan or IRA and the withholding requirements that may be applicable;
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whether their investment will constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code;
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whether their investment will produce or result in UBTI, as defined in Sections 511 through 514 of the Code, to the Benefit Plan or IRA; and
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their need to value the assets of the Benefit Plan or IRA annually in accordance with ERISA and the Code.
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Acquisition(1)
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Location
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Reportable
Segment
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GLA
(Sq Ft)
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% of
GLA
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Date
Acquired
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Contract
Purchase
Price
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Annualized
Base Rent/
NOI(2)
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% of
Annualized
Base Rent
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Leased
Percentage(3)
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Average
Annual Rent
Per Leased
Sq Ft(4)
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|||||||||
Auburn MOB
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Auburn, CA
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Medical Office
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19,000
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0.8
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%
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|
06/28/16
|
|
$
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5,450,000
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|
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$
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443,000
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1.2
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%
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|
100
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%
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$
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23.95
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|
Pottsville MOB
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Pottsville, PA
|
|
Medical Office
|
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36,000
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1.6
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|
|
09/16/16
|
|
9,150,000
|
|
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757,000
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|
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2.1
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|
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100
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%
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$
|
21.06
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Charlottesville MOB
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Charlottesville, VA
|
|
Medical Office
|
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74,000
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|
3.2
|
|
|
09/22/16
|
|
20,120,000
|
|
|
1,900,000
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|
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5.4
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|
|
100
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%
|
|
$
|
25.68
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|
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Rochester Hills MOB
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Rochester Hills, MI
|
|
Medical Office
|
|
30,000
|
|
1.3
|
|
|
09/29/16
|
|
8,300,000
|
|
|
666,000
|
|
|
1.9
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|
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92.8
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%
|
|
$
|
23.58
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||
Cullman MOB III
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|
Cullman, AL
|
|
Medical Office
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52,000
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|
2.2
|
|
|
09/30/16
|
|
16,650,000
|
|
|
1,475,000
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|
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4.2
|
|
|
100
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%
|
|
$
|
28.29
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|
||
Iron MOB Portfolio
|
|
Cullman and Sylacauga, AL
|
|
Medical Office
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|
208,000
|
|
9.0
|
|
|
10/13/16
|
|
31,000,000
|
|
|
2,705,000
|
|
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7.6
|
|
|
85.3
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%
|
|
$
|
15.25
|
|
||
Mint Hill MOB
|
|
Mint Hill, NC
|
|
Medical Office
|
|
58,000
|
|
2.5
|
|
|
11/14/16
|
|
21,000,000
|
|
|
1,495,000
|
|
|
4.2
|
|
|
100
|
%
|
|
$
|
25.96
|
|
||
Lafayette Assisted Living Portfolio
|
|
Lafayette, LA
|
|
Senior Housing
|
|
80,000
|
|
3.5
|
|
|
12/01/16
|
|
16,750,000
|
|
|
1,136,000
|
|
|
3.2
|
|
|
100
|
%
|
|
$
|
14.16
|
|
||
Evendale MOB
|
|
Evendale, OH
|
|
Medical Office
|
|
66,000
|
|
2.8
|
|
|
12/13/16
|
|
10,400,000
|
|
|
842,000
|
|
|
2.4
|
|
|
76.9
|
%
|
|
$
|
16.68
|
|
||
Battle Creek MOB
|
|
Battle Creek, MI
|
|
Medical Office
|
|
46,000
|
|
2.0
|
|
|
03/10/17
|
|
7,300,000
|
|
|
535,000
|
|
|
1.5
|
|
|
84.4
|
%
|
|
$
|
13.74
|
|
||
Reno MOB
|
|
Reno, NV
|
|
Medical Office
|
|
191,000
|
|
8.2
|
|
|
03/13/17
|
|
66,250,000
|
|
|
4,679,000
|
|
|
13.2
|
|
|
96.1
|
%
|
|
$
|
25.52
|
|
||
Athens MOB Portfolio
|
|
Athens, GA
|
|
Medical Office
|
|
61,000
|
|
2.6
|
|
|
05/18/17
|
|
16,800,000
|
|
|
1,196,000
|
|
|
3.4
|
|
|
98.5
|
%
|
|
$
|
19.85
|
|
||
SW Illinois Senior Housing Portfolio
|
|
Columbia, Millstadt, Red Bud and Waterloo, IL
|
|
Senior Housing
|
|
190,000
|
|
8.2
|
|
|
05/22/17
|
|
31,800,000
|
|
|
2,178,000
|
|
|
6.1
|
|
|
100
|
%
|
|
$
|
11.44
|
|
||
Lawrenceville MOB
|
|
Lawrenceville, GA
|
|
Medical Office
|
|
31,000
|
|
1.3
|
|
|
06/12/17
|
|
11,275,000
|
|
|
772,000
|
|
|
2.2
|
|
|
100
|
%
|
|
$
|
25.30
|
|
||
Northern California Senior Housing Portfolio
|
|
Belmont, Fairfield, Menlo Park and Sacramento, CA
|
|
Senior Housing
|
|
134,000
|
|
5.8
|
|
|
06/28/17
|
|
45,800,000
|
|
|
2,977,000
|
|
|
8.4
|
|
|
100
|
%
|
|
$
|
22.14
|
|
||
Roseburg MOB
|
|
Roseburg, OR
|
|
Medical Office
|
|
62,000
|
|
2.7
|
|
|
06/29/17
|
|
23,200,000
|
|
|
1,523,000
|
|
|
4.3
|
|
|
100
|
%
|
|
$
|
24.47
|
|
||
Fairfield County MOB Portfolio
|
|
Stratford and Trumbull, CT
|
|
Medical Office
|
|
80,000
|
|
3.5
|
|
|
09/29/17
|
|
15,395,000
|
|
|
1,905,000
|
|
|
5.4
|
|
|
94.6
|
%
|
|
$
|
25.24
|
|
||
Central Florida Senior Housing Portfolio(5)
|
|
Bradenton, Brooksville, Lake Placid, Lakeland, Pinellas Park, Sanford, Spring Hill and Winter Haven, FL
|
|
Senior Housing — RIDEA
|
|
899,000
|
|
38.8
|
|
|
11/01/17
|
|
109,500,000
|
|
|
8,261,000
|
|
|
23.3
|
|
|
76.0
|
%
|
|
$
|
9,206.45
|
|
||
Total/weighted average(6)
|
|
|
|
|
|
2,317,000
|
|
100
|
%
|
|
|
|
$
|
466,140,000
|
|
|
$
|
35,445,000
|
|
|
100
|
%
|
|
95.2
|
%
|
|
$
|
20.14
|
|
(1)
|
We own 100% of our properties acquired as of
December 31, 2017
, with the exception of Central Florida Senior Housing Portfolio.
|
(2)
|
With the exception of our senior housing — RIDEA facilities, annualized base rent is based on contractual base rent from leases in effect as of
December 31, 2017
. Annualized base rent for our senior housing — RIDEA facilities is based on annualized NOI, a non-GAAP financial measure. See Part II, Item 6, Selected Financial Data, for a further discussion.
|
(3)
|
Leased percentage includes all leased space of the respective acquisition including master leases, except for our senior housing — RIDEA facilities where leased percentage represents resident occupancy on the available units of the RIDEA facilities.
|
(4)
|
Average annual rent per leased square foot is based on leases in effect as of
December 31, 2017
, except for our senior housing — RIDEA facilities where average annual rent per unit is based on NOI divided by the average occupied units of the senior housing — RIDEA facilities.
|
(5)
|
On November 1, 2017, we completed the acquisition of Central Florida Senior Housing Portfolio pursuant to a joint venture with MStar Peninsula Holdings, LLC, an affiliate of Meridian Senior Living, LLC, an unaffiliated third party. Our ownership of the joint venture is approximately 98%.
|
(6)
|
Weighted average annual rent per leased square foot excludes our senior housing — RIDEA facilities.
|
•
|
we believe all of our properties are adequately covered by insurance and are suitable for their intended purposes;
|
•
|
we have no plans for any material renovations, improvements or development with respect to any of our properties, except in accordance with planned budgets;
|
•
|
our properties are located in markets where we are subject to competition for attracting new tenants and retaining current tenants; and
|
•
|
depreciation is provided on a straight-line basis over the estimated useful lives of the buildings, up to 39 years, and over the shorter of the lease term or useful lives of the tenant improvements, up to 15 years. Furniture, fixtures and equipment is depreciated over the estimated useful life, up to 7 years.
|
Year
|
|
Number of
Expiring
Leases
|
|
Total Square
Feet of Expiring
Leases
|
|
% of Leased Area
Represented by
Expiring Leases
|
|
Annual Base Rent
of Expiring Leases
|
|
% of Total
Annual Base Rent
Represented by
Expiring Leases(1)
|
||||
2018
|
|
13
|
|
56,000
|
|
4.0
|
%
|
|
$
|
1,165,000
|
|
|
3.7
|
%
|
2019
|
|
5
|
|
14,000
|
|
1.1
|
|
|
269,000
|
|
|
0.8
|
|
|
2020
|
|
14
|
|
113,000
|
|
8.4
|
|
|
2,375,000
|
|
|
7.4
|
|
|
2021
|
|
6
|
|
31,000
|
|
2.4
|
|
|
726,000
|
|
|
2.3
|
|
|
2022
|
|
7
|
|
172,000
|
|
12.9
|
|
|
4,615,000
|
|
|
14.5
|
|
|
2023
|
|
7
|
|
133,000
|
|
9.9
|
|
|
3,644,000
|
|
|
11.4
|
|
|
2024
|
|
5
|
|
36,000
|
|
2.7
|
|
|
880,000
|
|
|
2.8
|
|
|
2025
|
|
12
|
|
191,000
|
|
14.3
|
|
|
4,691,000
|
|
|
14.7
|
|
|
2026
|
|
6
|
|
28,000
|
|
2.1
|
|
|
734,000
|
|
|
2.3
|
|
|
2027
|
|
3
|
|
63,000
|
|
4.7
|
|
|
1,641,000
|
|
|
5.1
|
|
|
Thereafter
|
|
14
|
|
501,000
|
|
37.5
|
|
|
11,165,000
|
|
|
35.0
|
|
|
Total
|
|
92
|
|
1,338,000
|
|
100
|
%
|
|
$
|
31,905,000
|
|
|
100
|
%
|
(1)
|
The annual base rent percentage is based on the total annual contractual base rent expiring in the applicable year, based on leases in effect as of
December 31, 2017
.
|
State
|
|
Number of
Buildings
|
|
GLA
(Sq Ft)
|
|
% of
GLA
|
|
Annualized
Base Rent/NOI(1)
|
|
% of Annualized
Base Rent/NOI
|
||||
Alabama
|
|
4
|
|
260,000
|
|
11.2
|
%
|
|
$
|
4,180,000
|
|
|
11.8
|
%
|
California
|
|
6
|
|
153,000
|
|
6.6
|
|
|
3,420,000
|
|
|
9.6
|
|
|
Connecticut
|
|
2
|
|
80,000
|
|
3.4
|
|
|
1,905,000
|
|
|
5.4
|
|
|
Florida
|
|
10
|
|
899,000
|
|
38.8
|
|
|
8,261,000
|
|
|
23.3
|
|
|
Georgia
|
|
3
|
|
92,000
|
|
4.0
|
|
|
1,968,000
|
|
|
5.6
|
|
|
Illinois
|
|
5
|
|
190,000
|
|
8.2
|
|
|
2,178,000
|
|
|
6.1
|
|
|
Louisiana
|
|
2
|
|
80,000
|
|
3.5
|
|
|
1,136,000
|
|
|
3.2
|
|
|
Michigan
|
|
2
|
|
77,000
|
|
3.3
|
|
|
1,201,000
|
|
|
3.4
|
|
|
North Carolina
|
|
1
|
|
57,000
|
|
2.5
|
|
|
1,495,000
|
|
|
4.2
|
|
|
Nevada
|
|
1
|
|
191,000
|
|
8.2
|
|
|
4,679,000
|
|
|
13.2
|
|
|
Ohio
|
|
1
|
|
66,000
|
|
2.8
|
|
|
842,000
|
|
|
2.4
|
|
|
Oregon
|
|
1
|
|
62,000
|
|
2.7
|
|
|
1,523,000
|
|
|
4.3
|
|
|
Pennsylvania
|
|
1
|
|
36,000
|
|
1.6
|
|
|
757,000
|
|
|
2.1
|
|
|
Virginia
|
|
1
|
|
74,000
|
|
3.2
|
|
|
1,900,000
|
|
|
5.4
|
|
|
Total
|
|
40
|
|
2,317,000
|
|
100
|
%
|
|
$
|
35,445,000
|
|
|
100
|
%
|
(1)
|
Annualized base rent is based on contractual base rent from leases in effect as of
December 31, 2017
, with the exception of our senior housing — RIDEA facilities, which is based on annualized NOI.
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Distributions paid in cash
|
$
|
6,398,000
|
|
|
|
|
$
|
549,000
|
|
|
|
||
Distributions reinvested
|
8,689,000
|
|
|
|
|
796,000
|
|
|
|
||||
|
$
|
15,087,000
|
|
|
|
|
$
|
1,345,000
|
|
|
|
||
Sources of distributions:
|
|
|
|
|
|
|
|
||||||
Cash flows from operations
|
$
|
12,404,000
|
|
|
82.2
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Offering proceeds
|
2,683,000
|
|
|
17.8
|
|
|
1,345,000
|
|
|
100
|
|
||
|
$
|
15,087,000
|
|
|
100
|
%
|
|
$
|
1,345,000
|
|
|
100
|
%
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Distributions paid in cash
|
$
|
6,398,000
|
|
|
|
|
$
|
549,000
|
|
|
|
||
Distributions reinvested
|
8,689,000
|
|
|
|
|
796,000
|
|
|
|
||||
|
$
|
15,087,000
|
|
|
|
|
$
|
1,345,000
|
|
|
|
||
Sources of distributions:
|
|
|
|
|
|
|
|
||||||
FFO attributable to controlling interest
|
$
|
14,134,000
|
|
|
93.7
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Offering proceeds
|
953,000
|
|
|
6.3
|
|
|
1,345,000
|
|
|
100
|
|
||
|
$
|
15,087,000
|
|
|
100
|
%
|
|
$
|
1,345,000
|
|
|
100
|
%
|
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
|
|||
Equity compensation plans approved by security holders(1)
|
|
—
|
|
|
—
|
|
|
3,962,500
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
|
|
3,962,500
|
|
(1)
|
On April 13, 2016 and June 13, 2017, we granted 5,000 and 2,500 shares, respectively, of our restricted Class T common stock, as defined in our incentive plan, to each of our independent directors in connection with their initial election to our board of directors, of which 20.0% vested on the grant date and 20.0% will vest on each of the first four anniversaries of the date of grant. In addition, on July 1, 2017, we granted 5,000 shares of our restricted Class T common stock, as defined in our incentive plan, to each of our independent directors in consideration for their past services rendered. These shares of restricted Class T common stock vest under the same period described above. The fair value of each share at the date of grant was estimated at $10.00 based on the price paid to acquire one share of our Class T common stock in our offering; and with respect to the initial 20.0% of shares of our restricted common stock that vested on the date of grant, expensed as compensation immediately, and with respect to the remaining shares of our restricted common stock, amortized over the period from the service inception date to the vesting date for each vesting tranche (
i.e.
, on a tranche-by-tranche basis) using the accelerated attribution method. Shares of our restricted common stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. Such restrictions expire upon vesting. Shares of our restricted common stock have full voting rights and rights to distributions. Such shares are not shown in the chart above as they are deemed outstanding shares of our common stock; however, such grants reduce the number of securities remaining available for future issuance.
|
|
Amount
|
||
Gross offering proceeds — Class T and Class I common stock
|
$
|
410,151,000
|
|
Gross offering proceeds from Class T and Class I shares issued pursuant to the DRIP
|
9,485,000
|
|
|
Total gross offering proceeds
|
419,636,000
|
|
|
Less public offering expenses:
|
|
||
Selling commissions
|
11,374,000
|
|
|
Dealer manager fees
|
12,013,000
|
|
|
Advisor funding of dealer manager fees
|
(8,063,000
|
)
|
|
Other organizational and offering expenses
|
4,775,000
|
|
|
Advisor funding of other organizational and offering expenses
|
(4,775,000
|
)
|
|
Net proceeds from our offering
|
$
|
404,312,000
|
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased As Part of
Publicly Announced
Plan or Program
|
|
Maximum Approximate
Dollar Value
of Shares that May
Yet Be Purchased
Under the
Plans or Programs
|
|||||
October 1, 2017 to October 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
(1
|
)
|
November 1, 2017 to November 30, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
(1
|
)
|
December 1, 2017 to December 31, 2017
|
|
59,363
|
|
|
$
|
9.38
|
|
|
59,363
|
|
|
(1
|
)
|
Total
|
|
59,363
|
|
|
$
|
9.38
|
|
|
59,363
|
|
|
|
(1)
|
Subject to funds being available, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0% of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided however, shares of our common stock subject to a repurchase requested upon the death of a stockholder will not be subject to this cap.
|
|
|
December 31,
|
||||||||||
Selected Financial Data
|
|
2017
|
|
2016
|
|
2015
|
||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
480,153,000
|
|
|
$
|
142,758,000
|
|
|
$
|
202,000
|
|
Mortgage loans payable, net
|
|
$
|
11,567,000
|
|
|
$
|
3,965,000
|
|
|
$
|
—
|
|
Line of credit and term loan
|
|
$
|
84,100,000
|
|
|
$
|
33,900,000
|
|
|
$
|
—
|
|
Stockholders’ equity
|
|
$
|
353,224,000
|
|
|
$
|
92,255,000
|
|
|
$
|
200,000
|
|
|
|
Years Ended December 31,
|
|
Period from
January 23, 2015
(Date of Inception)
through
|
||||||||
|
|
2017
|
|
2016
|
|
December 31, 2015
|
||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
||||||
Total revenues
|
|
$
|
33,333,000
|
|
|
$
|
3,156,000
|
|
|
$
|
—
|
|
Net income (loss)
|
|
$
|
508,000
|
|
|
$
|
(5,474,000
|
)
|
|
$
|
—
|
|
Net income (loss) attributable to controlling interest
|
|
$
|
541,000
|
|
|
$
|
(5,474,000
|
)
|
|
$
|
—
|
|
Net income (loss) per Class T and Class I common share attributable to controlling interest — basic and diluted(1)
|
|
$
|
0.02
|
|
|
$
|
(1.75
|
)
|
|
$
|
—
|
|
STATEMENT OF CASH FLOWS DATA:
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
12,404,000
|
|
|
$
|
(3,621,000
|
)
|
|
$
|
—
|
|
Net cash used in investing activities
|
|
$
|
(330,688,000
|
)
|
|
$
|
(133,322,000
|
)
|
|
$
|
—
|
|
Net cash provided by financing activities
|
|
$
|
323,150,000
|
|
|
$
|
138,978,000
|
|
|
$
|
202,000
|
|
OTHER DATA:
|
|
|
|
|
|
|
||||||
Distributions declared
|
|
$
|
16,672,000
|
|
|
$
|
1,877,000
|
|
|
$
|
—
|
|
Distributions declared per Class T and Class I common share
|
|
$
|
0.60
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
Funds from operations attributable to controlling interest(2)
|
|
$
|
14,134,000
|
|
|
$
|
(4,222,000
|
)
|
|
$
|
—
|
|
Modified funds from operations attributable to controlling interest(2)
|
|
$
|
12,941,000
|
|
|
$
|
287,000
|
|
|
$
|
—
|
|
Net operating income(3)
|
|
$
|
21,838,000
|
|
|
$
|
2,258,000
|
|
|
$
|
—
|
|
(1)
|
Net income (loss) per Class T and Class I common share is based upon the weighted average number of shares of our common stock outstanding. Distributions by us of our current and accumulated earnings and profits for federal income tax purposes are taxable to stockholders as ordinary income. Distributions in excess of these earnings and profits generally are treated as a non-taxable reduction of the stockholders’ basis in the shares of our common stock to the extent thereof (a return of capital for tax purposes) and, thereafter, as taxable gain. These distributions in excess of earnings and profits will have the effect of deferring taxation of the distributions until the sale of the stockholders’ common stock.
|
(2)
|
Funds from Operations and Modified Funds from Operations:
|
|
Years Ended December 31,
|
|
Period from
January 23, 2015 (Date of Inception) through |
||||||||
|
2017
|
|
2016
|
|
December 31, 2015
|
||||||
Net income (loss)
|
$
|
508,000
|
|
|
$
|
(5,474,000
|
)
|
|
$
|
—
|
|
Add:
|
|
|
|
|
|
||||||
Depreciation and amortization — consolidated properties
|
13,639,000
|
|
|
1,252,000
|
|
|
—
|
|
|||
Net loss attributable to redeemable noncontrolling interests
|
33,000
|
|
|
—
|
|
|
—
|
|
|||
Less:
|
|
|
|
|
|
||||||
Depreciation and amortization related to redeemable noncontrolling interests
|
(46,000
|
)
|
|
—
|
|
|
—
|
|
|||
FFO attributable to controlling interest
|
$
|
14,134,000
|
|
|
$
|
(4,222,000
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Acquisition related expenses(a)
|
$
|
655,000
|
|
|
$
|
4,745,000
|
|
|
$
|
—
|
|
Amortization of above- and below-market leases(b)
|
(143,000
|
)
|
|
(29,000
|
)
|
|
—
|
|
|||
Change in deferred rent(c)
|
(1,705,000
|
)
|
|
(207,000
|
)
|
|
—
|
|
|||
Adjustments for redeemable noncontrolling interests(d)
|
—
|
|
|
—
|
|
|
—
|
|
|||
MFFO attributable to controlling interest
|
$
|
12,941,000
|
|
|
$
|
287,000
|
|
|
$
|
—
|
|
Weighted average Class T and Class I common shares outstanding — basic and diluted
|
27,754,701
|
|
|
3,131,466
|
|
|
20,833
|
|
|||
Net income (loss) per Class T and Class I common share — basic and diluted
|
$
|
0.02
|
|
|
$
|
(1.75
|
)
|
|
$
|
—
|
|
FFO attributable to controlling interest per Class T and Class I common share — basic and diluted
|
$
|
0.51
|
|
|
$
|
(1.35
|
)
|
|
$
|
—
|
|
MFFO attributable to controlling interest per Class T and Class I common share — basic and diluted
|
$
|
0.47
|
|
|
$
|
0.09
|
|
|
$
|
—
|
|
(a)
|
In evaluating investments in real estate, we differentiate the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for publicly registered, non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition related expenses, we believe MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our advisor or its affiliates and third parties. Certain acquisition related expenses under GAAP, such as expenses incurred in connection with property acquisitions accounted for as business combinations, are considered operating expenses and as expenses included in the determination of net income (loss), which is a performance measure under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property.
|
(b)
|
Under GAAP, above- and below-market leases are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate-related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, we believe that by excluding charges relating to the amortization of above- and below-market leases, MFFO may provide useful supplemental information on the performance of the real estate.
|
(c)
|
Under GAAP, rental revenue or rental expense is recognized on a straight-line basis over the terms of the related lease (including rent holidays). This may result in income or expense recognition that is significantly different than the underlying contract terms. By adjusting for the change in deferred rent, MFFO may provide useful
|
(d)
|
Includes all adjustments to eliminate the redeemable noncontrolling interests’ share of the adjustments described in notes (a) – (c) above to convert our FFO to MFFO.
|
(3)
|
Net Operating Income:
|
|
Years Ended December 31,
|
|
Period from
January 23, 2015 (Date of Inception) through |
||||||||
|
2017
|
|
2016
|
|
December 31, 2015
|
||||||
Net income (loss)
|
$
|
508,000
|
|
|
$
|
(5,474,000
|
)
|
|
$
|
—
|
|
General and administrative
|
4,338,000
|
|
|
1,221,000
|
|
|
—
|
|
|||
Acquisition related expenses
|
655,000
|
|
|
4,745,000
|
|
|
—
|
|
|||
Depreciation and amortization
|
13,639,000
|
|
|
1,252,000
|
|
|
—
|
|
|||
Interest expense
|
2,699,000
|
|
|
514,000
|
|
|
—
|
|
|||
Interest income
|
(1,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net operating income
|
$
|
21,838,000
|
|
|
$
|
2,258,000
|
|
|
$
|
—
|
|
•
|
significant negative industry or economic trends;
|
•
|
a significant underperformance relative to historical or projected future operating results; and
|
•
|
a significant change in the extent or manner in which the asset is used or significant physical change in the asset.
|
•
|
management, having the authority to approve the action, commits to a plan to sell the asset;
|
•
|
the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets;
|
•
|
an active program to locate a buyer or buyers and other actions required to complete the plan to sell the asset has been initiated;
|
•
|
the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale within one year;
|
•
|
the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and
|
•
|
given the actions required to complete the plan to sell the asset, it is unlikely that significant changes to the plan would be made or that the plan would be withdrawn.
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||
|
Number of
Buildings
|
|
Aggregate
Contract
Purchase Price
|
|
Leased %
|
|
Number of
Buildings
|
|
Aggregate
Contract
Purchase Price
|
|
Leased %
|
||||||||
Medical office buildings
|
18
|
|
|
$
|
262,290,000
|
|
|
93.3
|
%
|
|
10
|
|
|
$
|
122,070,000
|
|
|
90.1
|
%
|
Senior housing — RIDEA
|
10
|
|
|
109,500,000
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Senior housing
|
12
|
|
|
94,350,000
|
|
|
100
|
%
|
|
2
|
|
|
16,750,000
|
|
|
100
|
%
|
||
Total/weighted average(2)
|
40
|
|
|
$
|
466,140,000
|
|
|
95.2
|
%
|
|
12
|
|
|
$
|
138,820,000
|
|
|
91.3
|
%
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Real Estate Revenue
|
|
|
|
||||
Medical office buildings
|
$
|
22,320,000
|
|
|
$
|
3,029,000
|
|
Senior housing
|
5,450,000
|
|
|
127,000
|
|
||
Total real estate revenue
|
27,770,000
|
|
|
3,156,000
|
|
||
Resident Fees and Services
|
|
|
|
||||
Senior housing — RIDEA
|
5,563,000
|
|
|
—
|
|
||
Total resident fees and services
|
5,563,000
|
|
|
—
|
|
||
Total revenues
|
$
|
33,333,000
|
|
|
$
|
3,156,000
|
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Rental Expenses
|
|
|
|
|
|
|
|
||||||
Medical office buildings
|
$
|
6,694,000
|
|
|
30.0
|
%
|
|
$
|
887,000
|
|
|
29.3
|
%
|
Senior housing
|
598,000
|
|
|
11.0
|
%
|
|
11,000
|
|
|
8.7
|
%
|
||
Total rental expenses
|
$
|
7,292,000
|
|
|
26.3
|
%
|
|
$
|
898,000
|
|
|
28.5
|
%
|
Property Operating Expenses
|
|
|
|
|
|
|
|
||||||
Senior housing — RIDEA
|
$
|
4,203,000
|
|
|
75.6
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Total property operating expenses
|
$
|
4,203,000
|
|
|
75.6
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Asset management fees — affiliates
|
$
|
2,344,000
|
|
|
$
|
151,000
|
|
Professional and legal fees
|
878,000
|
|
|
410,000
|
|
||
Board of directors fees
|
216,000
|
|
|
198,000
|
|
||
Directors’ and officers’ liability insurance
|
213,000
|
|
|
206,000
|
|
||
Transfer agent services
|
213,000
|
|
|
65,000
|
|
||
Franchise taxes
|
146,000
|
|
|
33,000
|
|
||
Restricted stock compensation
|
131,000
|
|
|
80,000
|
|
||
Bad debt expense
|
83,000
|
|
|
—
|
|
||
Other
|
114,000
|
|
|
78,000
|
|
||
Total
|
$
|
4,338,000
|
|
|
$
|
1,221,000
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Interest expense — line of credit and term loan
|
$
|
1,819,000
|
|
|
$
|
343,000
|
|
Amortization of deferred financing costs — line of credit and term loan
|
442,000
|
|
|
119,000
|
|
||
Interest expense — mortgage loans payable
|
413,000
|
|
|
53,000
|
|
||
Amortization of deferred financing costs — mortgage loans payable
|
38,000
|
|
|
2,000
|
|
||
Amortization of debt premium
|
(13,000
|
)
|
|
(3,000
|
)
|
||
Total
|
$
|
2,699,000
|
|
|
$
|
514,000
|
|
|
Years Ended December 31,
|
|
Period from
January 23, 2015 (Date of Inception) through |
||||||||
|
2017
|
|
2016
|
|
December 31, 2015
|
||||||
Cash, cash equivalents and restricted cash — beginning of period
|
$
|
2,237,000
|
|
|
$
|
202,000
|
|
|
$
|
—
|
|
Net cash provided by (used in) operating activities
|
12,404,000
|
|
|
(3,621,000
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(330,688,000
|
)
|
|
(133,322,000
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
323,150,000
|
|
|
138,978,000
|
|
|
202,000
|
|
|||
Cash, cash equivalents and restricted cash — end of period
|
$
|
7,103,000
|
|
|
$
|
2,237,000
|
|
|
$
|
202,000
|
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Ordinary income
|
$
|
6,021,000
|
|
|
39.9
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Capital gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Return of capital
|
9,055,000
|
|
|
60.1
|
|
|
1,345,000
|
|
|
100
|
|
||
|
$
|
15,076,000
|
|
|
100
|
%
|
|
$
|
1,345,000
|
|
|
100
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
|
Total
|
||||||||||
Principal payments — fixed-rate debt
|
$
|
387,000
|
|
|
$
|
8,443,000
|
|
|
$
|
643,000
|
|
|
$
|
2,161,000
|
|
|
$
|
11,634,000
|
|
Interest payments — fixed-rate debt
|
569,000
|
|
|
829,000
|
|
|
263,000
|
|
|
332,000
|
|
|
1,993,000
|
|
|||||
Principal payments — variable-rate debt
|
—
|
|
|
84,100,000
|
|
|
—
|
|
|
—
|
|
|
84,100,000
|
|
|||||
Interest payments — variable-rate debt (based on rates in effect as of December 31, 2017)
|
2,942,000
|
|
|
1,959,000
|
|
|
—
|
|
|
—
|
|
|
4,901,000
|
|
|||||
Ground and other lease obligations
|
245,000
|
|
|
492,000
|
|
|
492,000
|
|
|
11,220,000
|
|
|
12,449,000
|
|
|||||
Total
|
$
|
4,143,000
|
|
|
$
|
95,823,000
|
|
|
$
|
1,398,000
|
|
|
$
|
13,713,000
|
|
|
$
|
115,077,000
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Fixed-rate debt — principal payments
|
$
|
387,000
|
|
|
$
|
407,000
|
|
|
$
|
8,036,000
|
|
|
$
|
313,000
|
|
|
$
|
330,000
|
|
|
$
|
2,161,000
|
|
|
$
|
11,634,000
|
|
|
$
|
11,819,000
|
|
Weighted average interest rate on maturing fixed-rate debt
|
5.10
|
%
|
|
5.10
|
%
|
|
4.79
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
4.92
|
%
|
|
—
|
|
||||||||
Variable-rate debt — principal payments
|
$
|
—
|
|
|
$
|
84,100,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,100,000
|
|
|
$
|
84,088,000
|
|
Weighted average interest rate on maturing variable-rate debt (based on rates in effect as of December 31, 2017)
|
—
|
%
|
|
3.45
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.45
|
%
|
|
—
|
|
|
Page
|
(1)
|
Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of December 31, 2017 and 2016 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the Corporate Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of
$84,100,000
and
$33,900,000
as of December 31, 2017 and 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc.
|
|
Years Ended December 31,
|
|
Period from
January 23, 2015 (Date of Inception) through |
||||||||
|
2017
|
|
2016
|
|
December 31, 2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Real estate revenue
|
$
|
27,770,000
|
|
|
$
|
3,156,000
|
|
|
$
|
—
|
|
Resident fees and services
|
5,563,000
|
|
|
—
|
|
|
—
|
|
|||
Total revenues
|
33,333,000
|
|
|
3,156,000
|
|
|
—
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Rental expenses
|
7,292,000
|
|
|
898,000
|
|
|
—
|
|
|||
Property operating expenses
|
4,203,000
|
|
|
—
|
|
|
—
|
|
|||
General and administrative
|
4,338,000
|
|
|
1,221,000
|
|
|
—
|
|
|||
Acquisition related expenses
|
655,000
|
|
|
4,745,000
|
|
|
—
|
|
|||
Depreciation and amortization
|
13,639,000
|
|
|
1,252,000
|
|
|
—
|
|
|||
Total expenses
|
30,127,000
|
|
|
8,116,000
|
|
|
—
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense (including amortization of deferred financing costs and debt premium)
|
(2,699,000
|
)
|
|
(514,000
|
)
|
|
—
|
|
|||
Interest income
|
1,000
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
508,000
|
|
|
(5,474,000
|
)
|
|
—
|
|
|||
Less: net loss attributable to redeemable noncontrolling interests
|
33,000
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to controlling interest
|
$
|
541,000
|
|
|
$
|
(5,474,000
|
)
|
|
$
|
—
|
|
Net income (loss) per Class T and Class I common share attributable to controlling interest — basic and diluted
|
$
|
0.02
|
|
|
$
|
(1.75
|
)
|
|
$
|
—
|
|
Weighted average number of Class T and Class I common shares outstanding — basic and diluted
|
27,754,701
|
|
|
3,131,466
|
|
|
20,833
|
|
|
Stockholders’ Equity
|
|
|
|
|
|||||||||||||||||||||
|
Class T and Class I Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Number
of
Shares
|
|
Amount
|
|
Additional
Paid-In Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||
BALANCE — January 23, 2015 (Date of Inception)
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of common stock
|
20,833
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,000
|
|
||||||
Issuance of limited partnership units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
2,000
|
|
||||||
BALANCE — December 31, 2015
|
20,833
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
2,000
|
|
|
$
|
202,000
|
|
Issuance of common stock
|
11,257,889
|
|
|
113,000
|
|
|
112,035,000
|
|
|
—
|
|
|
112,148,000
|
|
|
—
|
|
|
112,148,000
|
|
||||||
Offering costs — common stock
|
—
|
|
|
—
|
|
|
(13,618,000
|
)
|
|
—
|
|
|
(13,618,000
|
)
|
|
—
|
|
|
(13,618,000
|
)
|
||||||
Issuance of common stock under the DRIP
|
83,717
|
|
|
1,000
|
|
|
795,000
|
|
|
—
|
|
|
796,000
|
|
|
—
|
|
|
796,000
|
|
||||||
Issuance of vested and nonvested restricted common stock
|
15,000
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
||||||
Amortization of nonvested common stock compensation
|
—
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
50,000
|
|
||||||
Reclassification of noncontrolling interest to mezzanine equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|
(2,000
|
)
|
||||||
Distributions declared ($0.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,877,000
|
)
|
|
(1,877,000
|
)
|
|
—
|
|
|
(1,877,000
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,474,000
|
)
|
|
(5,474,000
|
)
|
|
—
|
|
|
(5,474,000
|
)
|
||||||
BALANCE — December 31, 2016
|
11,377,439
|
|
|
$
|
114,000
|
|
|
$
|
99,492,000
|
|
|
$
|
(7,351,000
|
)
|
|
$
|
92,255,000
|
|
|
$
|
—
|
|
|
$
|
92,255,000
|
|
Issuance of common stock
|
29,960,609
|
|
|
300,000
|
|
|
297,776,000
|
|
|
—
|
|
|
298,076,000
|
|
|
—
|
|
|
298,076,000
|
|
||||||
Offering costs — common stock
|
—
|
|
|
—
|
|
|
(29,028,000
|
)
|
|
—
|
|
|
(29,028,000
|
)
|
|
—
|
|
|
(29,028,000
|
)
|
||||||
Issuance of common stock under the DRIP
|
924,358
|
|
|
9,000
|
|
|
8,680,000
|
|
|
—
|
|
|
8,689,000
|
|
|
—
|
|
|
8,689,000
|
|
||||||
Issuance of vested and nonvested restricted common stock
|
22,500
|
|
|
—
|
|
|
45,000
|
|
|
—
|
|
|
45,000
|
|
|
—
|
|
|
45,000
|
|
||||||
Amortization of nonvested common stock compensation
|
—
|
|
|
—
|
|
|
86,000
|
|
|
—
|
|
|
86,000
|
|
|
—
|
|
|
86,000
|
|
||||||
Repurchase of common stock
|
(77,746
|
)
|
|
(1,000
|
)
|
|
(734,000
|
)
|
|
—
|
|
|
(735,000
|
)
|
|
—
|
|
|
(735,000
|
)
|
||||||
Fair value adjustment to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(33,000
|
)
|
|
—
|
|
|
(33,000
|
)
|
|
—
|
|
|
—
|
|
||||||
Distributions declared ($0.60 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,672,000
|
)
|
|
(16,672,000
|
)
|
|
—
|
|
|
(16,672,000
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
541,000
|
|
|
541,000
|
|
|
—
|
|
(1)
|
541,000
|
|
||||||
BALANCE — December 31, 2017
|
42,207,160
|
|
|
$
|
422,000
|
|
|
$
|
376,284,000
|
|
|
$
|
(23,482,000
|
)
|
|
$
|
353,224,000
|
|
|
$
|
—
|
|
|
$
|
353,224,000
|
|
(1)
|
Amount excludes
$(33,000)
of net loss attributable to redeemable noncontrolling interests for the year ended December 31, 2017.
See Note 10, Redeemable Noncontrolling Interests
, for a further discussion.
|
|
Years Ended December 31,
|
|
Period from
January 23, 2015 (Date of Inception) through |
||||||||
|
2017
|
|
2016
|
|
December 31, 2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
508,000
|
|
|
$
|
(5,474,000
|
)
|
|
$
|
—
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
13,639,000
|
|
|
1,252,000
|
|
|
—
|
|
|||
Other amortization (including deferred financing costs, above/below-market leases, leasehold interests, above-market leasehold interests and debt premium)
|
415,000
|
|
|
104,000
|
|
|
—
|
|
|||
Deferred rent
|
(1,705,000
|
)
|
|
(207,000
|
)
|
|
—
|
|
|||
Stock based compensation
|
131,000
|
|
|
80,000
|
|
|
—
|
|
|||
Share discounts
|
3,000
|
|
|
59,000
|
|
|
—
|
|
|||
Bad debt expense
|
83,000
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and other receivables
|
(2,166,000
|
)
|
|
(284,000
|
)
|
|
—
|
|
|||
Other assets
|
(905,000
|
)
|
|
(17,000
|
)
|
|
—
|
|
|||
Accounts payable and accrued liabilities
|
2,436,000
|
|
|
770,000
|
|
|
—
|
|
|||
Accounts payable due to affiliates
|
239,000
|
|
|
127,000
|
|
|
—
|
|
|||
Security deposits, prepaid rent and other liabilities
|
(274,000
|
)
|
|
(31,000
|
)
|
|
—
|
|
|||
Net cash provided by (used in) operating activities
|
12,404,000
|
|
|
(3,621,000
|
)
|
|
—
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisitions of real estate investments
|
(328,933,000
|
)
|
|
(133,099,000
|
)
|
|
—
|
|
|||
Capital expenditures
|
(1,121,000
|
)
|
|
(23,000
|
)
|
|
—
|
|
|||
Real estate deposits
|
(300,000
|
)
|
|
(200,000
|
)
|
|
—
|
|
|||
Pre-acquisition expenses
|
(334,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(330,688,000
|
)
|
|
(133,322,000
|
)
|
|
—
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Payments on mortgage loans payable
|
(273,000
|
)
|
|
(60,000
|
)
|
|
—
|
|
|||
Borrowings under the line of credit and term loan
|
308,600,000
|
|
|
90,700,000
|
|
|
—
|
|
|||
Payments on the line of credit and term loan
|
(258,400,000
|
)
|
|
(56,800,000
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
298,639,000
|
|
|
111,024,000
|
|
|
200,000
|
|
|||
Contribution from noncontrolling interests
|
1,000,000
|
|
|
—
|
|
|
2,000
|
|
|||
Deferred financing costs
|
(1,115,000
|
)
|
|
(1,146,000
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
(735,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of offering costs
|
(18,072,000
|
)
|
|
(4,191,000
|
)
|
|
—
|
|
|||
Security deposits
|
(96,000
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions paid
|
(6,398,000
|
)
|
|
(549,000
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
323,150,000
|
|
|
138,978,000
|
|
|
202,000
|
|
|||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
4,866,000
|
|
|
2,035,000
|
|
|
202,000
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
|
2,237,000
|
|
|
202,000
|
|
|
—
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period
|
$
|
7,103,000
|
|
|
$
|
2,237,000
|
|
|
$
|
202,000
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid for:
|
|
|
|
|
|
||||||
Interest
|
$
|
2,052,000
|
|
|
$
|
203,000
|
|
|
$
|
—
|
|
Income taxes
|
$
|
7,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
|
Period from
January 23, 2015 (Date of Inception) through |
||||||||
|
2017
|
|
2016
|
|
December 31, 2015
|
||||||
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
1,355,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued pre-acquisition expenses
|
$
|
75,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments:
|
|
|
|
|
|
||||||
Other assets
|
$
|
236,000
|
|
|
$
|
239,000
|
|
|
$
|
—
|
|
Mortgage loans payable
|
$
|
8,000,000
|
|
|
$
|
4,129,000
|
|
|
$
|
—
|
|
Accounts payable and accrued liabilities
|
$
|
1,731,000
|
|
|
$
|
212,000
|
|
|
$
|
—
|
|
Security deposits and prepaid rent
|
$
|
728,000
|
|
|
$
|
648,000
|
|
|
$
|
—
|
|
Financing Activities:
|
|
|
|
|
|
||||||
Issuance of common stock under the DRIP
|
$
|
8,689,000
|
|
|
$
|
796,000
|
|
|
$
|
—
|
|
Distributions declared but not paid
|
$
|
2,117,000
|
|
|
$
|
532,000
|
|
|
$
|
—
|
|
Accrued Contingent Advisor Payment
|
$
|
7,744,000
|
|
|
$
|
5,404,000
|
|
|
$
|
—
|
|
Accrued stockholder servicing fee
|
$
|
12,611,000
|
|
|
$
|
3,973,000
|
|
|
$
|
—
|
|
Reclassification of noncontrolling interest to mezzanine equity
|
$
|
—
|
|
|
$
|
2,000
|
|
|
$
|
—
|
|
Accrued deferred financing costs
|
$
|
2,000
|
|
|
$
|
14,000
|
|
|
$
|
—
|
|
Receivable from transfer agent
|
$
|
471,000
|
|
|
$
|
1,015,000
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Beginning of period:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,237,000
|
|
|
$
|
202,000
|
|
Restricted cash
|
—
|
|
|
—
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
2,237,000
|
|
|
$
|
202,000
|
|
|
|
|
|
||||
End of period:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
7,087,000
|
|
|
$
|
2,237,000
|
|
Restricted cash
|
16,000
|
|
|
—
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
7,103,000
|
|
|
$
|
2,237,000
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Building and improvements
|
$
|
371,890,000
|
|
|
$
|
106,442,000
|
|
Land
|
52,202,000
|
|
|
12,322,000
|
|
||
Furniture, fixtures and equipment
|
4,458,000
|
|
|
—
|
|
||
|
428,550,000
|
|
|
118,764,000
|
|
||
Less: accumulated depreciation
|
(8,885,000
|
)
|
|
(822,000
|
)
|
||
|
$
|
419,665,000
|
|
|
$
|
117,942,000
|
|
Acquisition(1)
|
|
Location
|
|
Type
|
|
Date
Acquired
|
|
Contract
Purchase Price
|
|
Mortgage
Loan
Payable(2)
|
|
Corporate
Line of Credit(3)
|
|
Total
Acquisition
Fee(4)
|
||||||||
Battle Creek MOB
|
|
Battle Creek, MI
|
|
Medical Office
|
|
03/10/17
|
|
$
|
7,300,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
328,000
|
|
Reno MOB
|
|
Reno, NV
|
|
Medical Office
|
|
03/13/17
|
|
66,250,000
|
|
|
—
|
|
|
60,000,000
|
|
|
2,982,000
|
|
||||
Athens MOB Portfolio
|
|
Athens, GA
|
|
Medical Office
|
|
05/18/17
|
|
16,800,000
|
|
|
—
|
|
|
7,800,000
|
|
|
756,000
|
|
||||
SW Illinois Senior Housing Portfolio
|
|
Columbia, Millstadt, Red Bud and Waterloo, IL
|
|
Senior Housing
|
|
05/22/17
|
|
31,800,000
|
|
|
—
|
|
|
31,700,000
|
|
|
1,431,000
|
|
||||
Lawrenceville MOB
|
|
Lawrenceville, GA
|
|
Medical Office
|
|
06/12/17
|
|
11,275,000
|
|
|
8,000,000
|
|
|
3,000,000
|
|
|
507,000
|
|
||||
Northern California Senior Housing Portfolio
|
|
Belmont, Fairfield, Menlo Park and Sacramento, CA
|
|
Senior Housing
|
|
06/28/17
|
|
45,800,000
|
|
|
—
|
|
|
21,600,000
|
|
|
2,061,000
|
|
||||
Roseburg MOB
|
|
Roseburg, OR
|
|
Medical Office
|
|
06/29/17
|
|
23,200,000
|
|
|
—
|
|
|
23,000,000
|
|
|
1,044,000
|
|
||||
Fairfield County MOB Portfolio
|
|
Stratford and Trumbull, CT
|
|
Medical Office
|
|
09/29/17
|
|
15,395,000
|
|
|
—
|
|
|
15,500,000
|
|
|
693,000
|
|
||||
Central Florida Senior Housing Portfolio(5)
|
|
Bradenton, Brooksville, Lake Placid, Lakeland, Pinellas Park, Sanford, Spring Hill and Winter Haven, FL
|
|
Senior Housing — RIDEA
|
|
11/01/17
|
|
109,500,000
|
|
|
—
|
|
|
112,000,000
|
|
|
4,882,000
|
|
||||
Total
|
|
|
|
|
|
|
|
$
|
327,320,000
|
|
|
$
|
8,000,000
|
|
|
$
|
274,600,000
|
|
|
$
|
14,684,000
|
|
(1)
|
We own
100%
of our properties acquired in 2017, with the exception of Central Florida Senior Housing Portfolio.
|
(2)
|
Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition.
|
(3)
|
Represents a borrowing under the Corporate Line of Credit, as defined in
Note 7, Line of Credit and Term Loan
, at the time of acquisition.
|
(4)
|
Unless otherwise noted, our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of
2.25%
of the aggregate contract purchase price upon the closing of the acquisition. In addition, the total acquisition fee includes a Contingent Advisor Payment, as defined in
Note 12, Related Party Transactions
, in the amount of
2.25%
of the aggregate contract purchase price of the property acquired, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions.
See Note 12, Related Party Transactions
— Acquisition and Development Stage — Acquisition Fee, for a further discussion.
|
(5)
|
On November 1, 2017, we completed the acquisition of Central Florida Senior Housing Portfolio pursuant to a joint venture with an affiliate of Meridian Senior Living, LLC, or Meridian, an unaffiliated third party. Our ownership of the joint venture is approximately
98%
. Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of Central Florida Senior Housing Portfolio, a base acquisition fee upon the closing of the acquisition of
2.25%
of the portion of the aggregate contract purchase price paid by us. In addition, the total acquisition fee includes a Contingent Advisor Payment in the amount of
2.25%
of the portion of the aggregate contract purchase price paid by us, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions. See Note 12, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion.
|
|
|
2017
Acquisitions
|
||
Building and improvements
|
|
$
|
263,052,000
|
|
Land
|
|
39,879,000
|
|
|
Furniture, fixtures and equipment
|
|
4,453,000
|
|
|
In-place leases
|
|
30,754,000
|
|
|
Above-market leases
|
|
127,000
|
|
|
Total assets acquired
|
|
338,265,000
|
|
|
Mortgage loan payable
|
|
(8,000,000
|
)
|
|
Below-market leases
|
|
(571,000
|
)
|
|
Above-market leasehold interests
|
|
(395,000
|
)
|
|
Total liabilities assumed
|
|
(8,966,000
|
)
|
|
Net assets acquired
|
|
$
|
329,299,000
|
|
Acquisition(1)
|
|
Location
|
|
Type
|
|
Date
Acquired
|
|
Contract
Purchase Price
|
|
Mortgage
Loan
Payable(2)
|
|
Line of
Credit(3)
|
|
Total
Acquisition
Fee(4)
|
||||||||
Auburn MOB
|
|
Auburn, CA
|
|
Medical Office
|
|
06/28/16
|
|
$
|
5,450,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
245,000
|
|
Pottsville MOB
|
|
Pottsville, PA
|
|
Medical Office
|
|
09/16/16
|
|
9,150,000
|
|
|
—
|
|
|
—
|
|
|
412,000
|
|
||||
Charlottesville MOB
|
|
Charlottesville, VA
|
|
Medical Office
|
|
09/22/16
|
|
20,120,000
|
|
|
—
|
|
|
—
|
|
|
905,000
|
|
||||
Rochester Hills MOB
|
|
Rochester Hills, MI
|
|
Medical Office
|
|
09/29/16
|
|
8,300,000
|
|
|
3,968,000
|
|
|
—
|
|
|
374,000
|
|
||||
Cullman MOB III
|
|
Cullman, AL
|
|
Medical Office
|
|
09/30/16
|
|
16,650,000
|
|
|
—
|
|
|
12,000,000
|
|
|
749,000
|
|
||||
Iron MOB Portfolio
|
|
Cullman and Sylacauga, AL
|
|
Medical Office
|
|
10/13/16
|
|
31,000,000
|
|
|
—
|
|
|
30,400,000
|
|
|
1,395,000
|
|
||||
Mint Hill MOB
|
|
Mint Hill, NC
|
|
Medical Office
|
|
11/14/16
|
|
21,000,000
|
|
|
—
|
|
|
20,400,000
|
|
|
945,000
|
|
||||
Lafayette Assisted Living Portfolio
|
|
Lafayette, LA
|
|
Senior Housing
|
|
12/01/16
|
|
16,750,000
|
|
|
—
|
|
|
17,500,000
|
|
|
754,000
|
|
||||
Evendale MOB
|
|
Evendale, OH
|
|
Medical Office
|
|
12/13/16
|
|
10,400,000
|
|
|
—
|
|
|
10,400,000
|
|
|
468,000
|
|
||||
Total
|
|
|
|
|
|
|
|
$
|
138,820,000
|
|
|
$
|
3,968,000
|
|
|
$
|
90,700,000
|
|
|
$
|
6,247,000
|
|
(1)
|
We own
100%
of our properties acquired in 2016.
|
(2)
|
Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition.
|
(3)
|
Represents a borrowing under the Line of Credit, as defined in
Note 7, Line of Credit and Term Loan
, at the time of acquisition.
|
(4)
|
Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of
2.25%
of the aggregate contract purchase price upon the closing of the acquisition. In addition, the total acquisition fee includes a Contingent Advisor Payment, as defined in
Note 12, Related Party Transactions
, in the amount of
2.25%
of the aggregate contract purchase price of the property acquired, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions.
See Note 12, Related Party Transactions
— Acquisition and Development Stage — Acquisition Fee, for a further discussion.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
In-place leases, net of accumulated amortization of $5,832,000 and $430,000 as of December 31, 2017 and 2016, respectively (with a weighted average remaining life of 7.3 years and 8.1 years as of December 31, 2017 and 2016, respectively)
|
$
|
37,766,000
|
|
|
$
|
12,504,000
|
|
Leasehold interests, net of accumulated amortization of $119,000 and $22,000 as of December 31, 2017 and 2016, respectively (with a weighted average remaining life of 70.6 years and 71.5 years as of December 31, 2017 and 2016, respectively)
|
6,292,000
|
|
|
6,390,000
|
|
||
Above-market leases, net of accumulated amortization of $173,000 and $31,000 as of December 31, 2017 and 2016, respectively (with a weighted average remaining life of 5.6 years and 6.3 years as of December 31, 2017 and 2016, respectively)
|
763,000
|
|
|
779,000
|
|
||
|
$
|
44,821,000
|
|
|
$
|
19,673,000
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
13,334,000
|
|
2019
|
|
4,448,000
|
|
|
2020
|
|
3,857,000
|
|
|
2021
|
|
3,462,000
|
|
|
2022
|
|
2,945,000
|
|
|
Thereafter
|
|
16,775,000
|
|
|
|
|
$
|
44,821,000
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred rent receivables
|
$
|
1,912,000
|
|
|
$
|
207,000
|
|
Prepaid expenses and deposits
|
1,532,000
|
|
|
257,000
|
|
||
Deferred financing costs, net of accumulated amortization of $554,000 and $112,000 as of December 31, 2017 and 2016, respectively(1)
|
1,456,000
|
|
|
943,000
|
|
||
Lease commissions, net of accumulated amortization of $9,000 and $0 as of December 31, 2017 and 2016, respectively
|
326,000
|
|
|
—
|
|
||
|
$
|
5,226,000
|
|
|
$
|
1,407,000
|
|
(1)
|
In accordance with ASU 2015-03,
Simplifying the Presentation of Debt Issuance Costs,
or ASU 2015-03, and ASU 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,
or ASU 2015-15, deferred financing costs, net only include costs related to the Corporate Line of Credit, as defined in
Note 7, Line of Credit and Term Loan
.
|
|
|
Amount
|
||
Mortgage loan payable, net — December 31, 2015
|
|
$
|
—
|
|
Additions:
|
|
|
||
Assumption of mortgage loan payable, net
|
|
4,129,000
|
|
|
Amortization of deferred financing costs(1)
|
|
2,000
|
|
|
Deductions:
|
|
|
||
Deferred financing costs(1)
|
|
(103,000
|
)
|
|
Scheduled principal payments on mortgage loan payable
|
|
(60,000
|
)
|
|
Amortization of premium on mortgage loan payable
|
|
(3,000
|
)
|
|
Mortgage loan payable, net — December 31, 2016
|
|
$
|
3,965,000
|
|
Additions:
|
|
|
||
Assumption of mortgage loan payable, net
|
|
$
|
8,000,000
|
|
Amortization of deferred financing costs(1)
|
|
38,000
|
|
|
Deductions:
|
|
|
||
Deferred financing costs(1)
|
|
(150,000
|
)
|
|
Scheduled principal payments on mortgage loans payable
|
|
(273,000
|
)
|
|
Amortization of premium on mortgage loan payable
|
|
(13,000
|
)
|
|
Mortgage loans payable, net — December 31, 2017
|
|
$
|
11,567,000
|
|
(1)
|
In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs only includes costs related to our mortgage loans payable.
|
Year
|
|
Amount
|
||
2018
|
|
$
|
387,000
|
|
2019
|
|
407,000
|
|
|
2020
|
|
8,036,000
|
|
|
2021
|
|
313,000
|
|
|
2022
|
|
330,000
|
|
|
Thereafter
|
|
2,161,000
|
|
|
|
|
$
|
11,634,000
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Below-market leases, net of accumulated amortization of $345,000 and $60,000 as of December 31, 2017 and 2016, respectively (with a weighted average remaining life of 6.4 years and 5.4 years as of December 31, 2017 and 2016, respectively)
|
$
|
1,349,000
|
|
|
$
|
1,063,000
|
|
Above-market leasehold interests, net of accumulated amortization of $6,000 as of December 31, 2017 (with a weighted average remaining life of 52.2 years as of December 31, 2017)
|
388,000
|
|
|
—
|
|
||
|
$
|
1,737,000
|
|
|
$
|
1,063,000
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
338,000
|
|
2019
|
|
310,000
|
|
|
2020
|
|
147,000
|
|
|
2021
|
|
125,000
|
|
|
2022
|
|
125,000
|
|
|
Thereafter
|
|
692,000
|
|
|
|
|
$
|
1,737,000
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Beginning balance
|
|
$
|
2,000
|
|
|
$
|
—
|
|
Addition
|
|
1,000,000
|
|
|
—
|
|
||
Reclassification from equity
|
|
—
|
|
|
2,000
|
|
||
Net loss attributable to redeemable noncontrolling interests
|
|
(33,000
|
)
|
|
—
|
|
||
Fair value adjustment to redemption value
|
|
33,000
|
|
|
—
|
|
||
Ending balance
|
|
$
|
1,002,000
|
|
|
$
|
2,000
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||
|
|
|
|
2017
|
|
2016
|
||||||||||
Officer’s Name
|
|
Title
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
||||||
Jeffrey T. Hanson
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
$
|
263,000
|
|
|
28,464
|
|
|
$
|
184,000
|
|
|
19,213
|
|
Danny Prosky
|
|
President and Chief Operating Officer
|
|
272,000
|
|
|
29,480
|
|
|
204,000
|
|
|
21,265
|
|
||
Mathieu B. Streiff
|
|
Executive Vice President and General Counsel
|
|
263,000
|
|
|
28,462
|
|
|
199,000
|
|
|
20,707
|
|
||
Stefan K.L. Oh
|
|
Executive Vice President of Acquisitions
|
|
32,000
|
|
|
3,416
|
|
|
23,000
|
|
|
2,447
|
|
||
Christopher M. Belford
|
|
Vice President of Asset Management
|
|
65,000
|
|
|
7,014
|
|
|
18,000
|
|
|
1,828
|
|
||
Wendie Newman
|
|
Vice President of Asset Management
|
|
8,000
|
|
|
828
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
$
|
903,000
|
|
|
97,664
|
|
|
$
|
628,000
|
|
|
65,460
|
|
|
|
December 31,
|
||||||
Fee
|
|
2017
|
|
2016
|
||||
Contingent Advisor Payment
|
|
$
|
7,744,000
|
|
|
$
|
5,404,000
|
|
Asset management fees
|
|
316,000
|
|
|
83,000
|
|
||
Property management fees
|
|
43,000
|
|
|
24,000
|
|
||
Lease commissions
|
|
8,000
|
|
|
—
|
|
||
Operating expenses
|
|
6,000
|
|
|
20,000
|
|
||
Construction management fees
|
|
1,000
|
|
|
—
|
|
||
|
|
$
|
8,118,000
|
|
|
$
|
5,531,000
|
|
|
December 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Mortgage loans payable
|
$
|
11,567,000
|
|
|
$
|
11,819,000
|
|
|
$
|
3,965,000
|
|
|
$
|
4,131,000
|
|
Line of credit and term loan
|
$
|
82,644,000
|
|
|
$
|
84,088,000
|
|
|
$
|
32,957,000
|
|
|
$
|
33,899,000
|
|
|
Amount
|
||
Deferred income tax assets:
|
|
||
Fixed assets & intangibles
|
$
|
388,000
|
|
Expense accruals & other
|
(41,000
|
)
|
|
Net operating loss
|
129,000
|
|
|
Valuation allowances
|
(476,000
|
)
|
|
Total deferred income tax assets
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Ordinary income
|
$
|
6,021,000
|
|
|
39.9
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Capital gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Return of capital
|
9,055,000
|
|
|
60.1
|
|
|
1,345,000
|
|
|
100
|
|
||
|
$
|
15,076,000
|
|
|
100
|
%
|
|
$
|
1,345,000
|
|
|
100
|
%
|
Year
|
|
Amount
|
||
2018
|
|
$
|
33,200,000
|
|
2019
|
|
34,182,000
|
|
|
2020
|
|
33,585,000
|
|
|
2021
|
|
32,653,000
|
|
|
2022
|
|
30,652,000
|
|
|
Thereafter
|
|
156,464,000
|
|
|
|
|
$
|
320,736,000
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
245,000
|
|
2019
|
|
246,000
|
|
|
2020
|
|
246,000
|
|
|
2021
|
|
246,000
|
|
|
2022
|
|
246,000
|
|
|
Thereafter
|
|
11,220,000
|
|
|
|
|
$
|
12,449,000
|
|
Acquisition
|
|
Revenue
|
|
Net Income
(Loss)
|
||||
Auburn MOB
|
|
$
|
432,000
|
|
|
$
|
144,000
|
|
Pottsville MOB
|
|
$
|
311,000
|
|
|
$
|
136,000
|
|
Charlottesville MOB
|
|
$
|
555,000
|
|
|
$
|
203,000
|
|
Rochester Hills MOB
|
|
$
|
288,000
|
|
|
$
|
35,000
|
|
Cullman MOB III
|
|
$
|
403,000
|
|
|
$
|
151,000
|
|
Iron MOB Portfolio
|
|
$
|
701,000
|
|
|
$
|
147,000
|
|
Mint Hill MOB
|
|
$
|
270,000
|
|
|
$
|
75,000
|
|
Lafayette Assisted Living Portfolio
|
|
$
|
127,000
|
|
|
$
|
73,000
|
|
Evendale MOB
|
|
$
|
69,000
|
|
|
$
|
(10,000
|
)
|
|
Auburn MOB
|
|
Pottsville MOB
|
|
Charlottesville
MOB |
|
Rochester Hills
MOB |
|
Cullman MOB
III |
||||||||||
Building and improvements
|
$
|
4,600,000
|
|
|
$
|
7,050,000
|
|
|
$
|
13,330,000
|
|
|
$
|
5,763,000
|
|
|
$
|
13,989,000
|
|
Land
|
406,000
|
|
|
1,493,000
|
|
|
4,768,000
|
|
|
1,727,000
|
|
|
—
|
|
|||||
In-place leases
|
386,000
|
|
|
740,000
|
|
|
2,030,000
|
|
|
1,089,000
|
|
|
1,249,000
|
|
|||||
Leasehold interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,412,000
|
|
|||||
Total assets acquired
|
5,392,000
|
|
|
9,283,000
|
|
|
20,128,000
|
|
|
8,579,000
|
|
|
16,650,000
|
|
|||||
Mortgage loan payable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
4,129,000
|
|
|
—
|
|
|||||
Below-market leases
|
—
|
|
|
133,000
|
|
|
—
|
|
|
117,000
|
|
|
—
|
|
|||||
Total liabilities assumed
|
—
|
|
|
133,000
|
|
|
—
|
|
|
4,246,000
|
|
|
—
|
|
|||||
Net assets acquired
|
$
|
5,392,000
|
|
|
$
|
9,150,000
|
|
|
$
|
20,128,000
|
|
|
$
|
4,333,000
|
|
|
$
|
16,650,000
|
|
|
Iron MOB
Portfolio
|
|
Mint Hill MOB
|
|
Lafayette
Assisted Living
Portfolio
|
|
Evendale MOB
|
||||||||
Building and improvements
|
$
|
25,050,000
|
|
|
$
|
16,585,000
|
|
|
$
|
12,469,000
|
|
|
$
|
7,583,000
|
|
Land
|
—
|
|
|
—
|
|
|
2,308,000
|
|
|
1,620,000
|
|
||||
In-place leases
|
2,563,000
|
|
|
1,705,000
|
|
|
1,973,000
|
|
|
1,199,000
|
|
||||
Above-market leases
|
790,000
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
||||
Leasehold interests
|
2,953,000
|
|
|
2,047,000
|
|
|
—
|
|
|
—
|
|
||||
Total assets acquired
|
31,356,000
|
|
|
20,337,000
|
|
|
16,750,000
|
|
|
10,422,000
|
|
||||
Below-market leases
|
646,000
|
|
|
—
|
|
|
—
|
|
|
227,000
|
|
||||
Total liabilities assumed
|
646,000
|
|
|
—
|
|
|
—
|
|
|
227,000
|
|
||||
Net assets acquired
|
$
|
30,710,000
|
|
|
$
|
20,337,000
|
|
|
$
|
16,750,000
|
|
|
$
|
10,195,000
|
|
|
Year Ended
|
|
Period from
January 23, 2015
(Date of Inception)
through
|
||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
Revenue
|
$
|
14,654,000
|
|
|
$
|
13,726,000
|
|
Net income (loss)
|
$
|
2,077,000
|
|
|
$
|
(1,179,000
|
)
|
Net income (loss) attributable to controlling interest
|
$
|
2,077,000
|
|
|
$
|
(1,179,000
|
)
|
Net income (loss) per Class T and Class I common share attributable to controlling interest — basic and diluted
|
$
|
0.12
|
|
|
$
|
(0.08
|
)
|
|
|
Medical Office
Buildings
|
|
Senior Housing
|
|
Senior Housing —
RIDEA |
|
Year Ended
December 31, 2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Real estate revenue
|
|
$
|
22,320,000
|
|
|
$
|
5,450,000
|
|
|
$
|
—
|
|
|
$
|
27,770,000
|
|
Resident fees and services
|
|
—
|
|
|
—
|
|
|
5,563,000
|
|
|
5,563,000
|
|
||||
Total revenues
|
|
22,320,000
|
|
|
5,450,000
|
|
|
5,563,000
|
|
|
33,333,000
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
|
6,694,000
|
|
|
598,000
|
|
|
—
|
|
|
7,292,000
|
|
||||
Property operating expenses
|
|
—
|
|
|
—
|
|
|
4,203,000
|
|
|
4,203,000
|
|
||||
Segment net operating income
|
|
$
|
15,626,000
|
|
|
$
|
4,852,000
|
|
|
$
|
1,360,000
|
|
|
$
|
21,838,000
|
|
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
|
|
|
|
|
|
$
|
4,338,000
|
|
||||||
Acquisition related expenses
|
|
|
|
|
|
|
|
655,000
|
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
13,639,000
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense (including amortization of deferred financing costs and debt premium)
|
|
|
|
|
|
|
|
(2,699,000
|
)
|
|||||||
Interest income
|
|
|
|
|
|
|
|
1,000
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
$
|
508,000
|
|
|
|
Medical Office
Buildings
|
|
Senior Housing
|
|
Senior Housing —
RIDEA
|
|
Year Ended
December 31, 2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Real estate revenue
|
|
$
|
3,029,000
|
|
|
$
|
127,000
|
|
|
$
|
—
|
|
|
$
|
3,156,000
|
|
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
|
887,000
|
|
|
11,000
|
|
|
—
|
|
|
898,000
|
|
||||
Segment net operating income
|
|
$
|
2,142,000
|
|
|
$
|
116,000
|
|
|
$
|
—
|
|
|
$
|
2,258,000
|
|
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
|
|
|
|
|
|
$
|
1,221,000
|
|
||||||
Acquisition related expenses
|
|
|
|
|
|
|
|
4,745,000
|
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
1,252,000
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense (including amortization of deferred financing costs and debt premium)
|
|
|
|
|
|
|
|
(514,000
|
)
|
|||||||
Net loss
|
|
|
|
|
|
|
|
$
|
(5,474,000
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Medical office buildings
|
$
|
262,260,000
|
|
|
$
|
123,223,000
|
|
Senior housing — RIDEA
|
115,402,000
|
|
|
—
|
|
||
Senior housing
|
98,519,000
|
|
|
16,758,000
|
|
||
Other
|
3,972,000
|
|
|
2,777,000
|
|
||
Total assets
|
$
|
480,153,000
|
|
|
$
|
142,758,000
|
|
Tenant
|
|
Annualized
Base Rent(1) |
|
Percentage of
Annualized
Base Rent
|
|
Acquisition
|
|
Reportable
Segment
|
|
GLA
(Sq Ft) |
|
Lease Expiration
Date |
|||
Colonial Oaks Master Tenant, LLC
|
|
$
|
4,112,000
|
|
|
11.6%
|
|
Lafayette Assisted Living Portfolio and Northern California Senior Housing Portfolio
|
|
Senior Housing
|
|
215,000
|
|
|
06/30/32
|
Prime Healthcare Services – Reno
|
|
$
|
3,798,000
|
|
|
10.7%
|
|
Reno MOB
|
|
Medical Office
|
|
145,000
|
|
|
Multiple
|
(1)
|
Annualized base rent is based on contractual base rent from leases in effect as of
December 31, 2017
. The loss of any of these tenants or their inability to pay rent could have a material adverse effect on our business and results of operations.
|
|
Quarters Ended
|
||||||||||||||
|
December 31, 2017
|
|
September 30, 2017
|
|
June 30, 2017
|
|
March 31, 2017
|
||||||||
Revenues
|
$
|
14,595,000
|
|
|
$
|
8,488,000
|
|
|
$
|
6,198,000
|
|
|
$
|
4,052,000
|
|
Expenses
|
(14,285,000
|
)
|
|
(6,954,000
|
)
|
|
(5,169,000
|
)
|
|
(3,719,000
|
)
|
||||
Other expense
|
(1,092,000
|
)
|
|
(780,000
|
)
|
|
(408,000
|
)
|
|
(418,000
|
)
|
||||
Net (loss) income
|
(782,000
|
)
|
|
754,000
|
|
|
621,000
|
|
|
(85,000
|
)
|
||||
Less: net loss attributable to redeemable noncontrolling interests
|
33,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income attributable to controlling interest
|
$
|
(749,000
|
)
|
|
$
|
754,000
|
|
|
$
|
621,000
|
|
|
$
|
(85,000
|
)
|
Net (loss) income per Class T and Class I common share attributable to controlling interest — basic and diluted
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
$
|
(0.01
|
)
|
Weighted average number of Class T and Class I common shares outstanding — basic and diluted
|
39,409,207
|
|
|
32,593,321
|
|
|
24,035,973
|
|
|
14,655,107
|
|
|
Quarters Ended
|
||||||||||||||
|
December 31, 2016
|
|
September 30, 2016
|
|
June 30, 2016
|
|
March 31, 2016
|
||||||||
Revenues
|
$
|
2,818,000
|
|
|
$
|
312,000
|
|
|
$
|
26,000
|
|
|
$
|
—
|
|
Expenses
|
(4,979,000
|
)
|
|
(2,348,000
|
)
|
|
(639,000
|
)
|
|
(150,000
|
)
|
||||
Other expense
|
(458,000
|
)
|
|
(56,000
|
)
|
|
—
|
|
|
—
|
|
||||
Net loss
|
(2,619,000
|
)
|
|
(2,092,000
|
)
|
|
(613,000
|
)
|
|
(150,000
|
)
|
||||
Less: net loss attributable to redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss attributable to controlling interest
|
$
|
(2,619,000
|
)
|
|
$
|
(2,092,000
|
)
|
|
$
|
(613,000
|
)
|
|
$
|
(150,000
|
)
|
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted
|
$
|
(0.31
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(0.96
|
)
|
|
$
|
(7.20
|
)
|
Weighted average number of Class T and Class I common shares outstanding — basic and diluted
|
8,450,304
|
|
|
3,357,979
|
|
|
635,808
|
|
|
20,833
|
|
Acquisition(1)
|
|
Location
|
|
Type
|
|
Date
Acquired
|
|
Contract
Purchase Price
|
|
Corporate
Line of Credit(2)
|
|
Total
Acquisition
Fee(3)
|
||||||
Central Wisconsin Senior Care Portfolio
|
|
Sun Prairie and Waunakee, WI
|
|
Skilled Nursing
|
|
03/01/18
|
|
$
|
22,600,000
|
|
|
$
|
22,600,000
|
|
|
$
|
1,018,000
|
|
(1)
|
We own
100%
of our property acquired subsequent to December 31, 2017.
|
(2)
|
Represents a borrowing under the Corporate Line of Credit at the time of acquisition.
|
(3)
|
Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, a base acquisition fee upon the closing of the acquisition of
2.25%
of the contract purchase price upon the closing of the acquisition. In addition, the total acquisition fee includes a Contingent Advisor Payment in the amount of
2.25%
of the contract purchase price of the property acquired, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions.
See Note 12, Related Party Transactions
— Acquisition and Development Stage — Acquisition Fee, for a further discussion.
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Amount of Which Carried at Close of Period(d)
|
|
|
|
|
||||||||||||||||||||||||
Description(a)
|
|
Encumbrances
|
|
Land
|
|
Buildings and
Improvements
|
|
Cost
Capitalized
Subsequent to
Acquisition(b)
|
|
Land
|
|
Buildings and
Improvements
|
|
Total(c)
|
|
Accumulated
Depreciation
(e)(f)
|
|
Date of
Construction
|
|
Date
Acquired
|
|||||||||||||||||
Auburn MOB (Medical Office)
|
Auburn, CA
|
|
$
|
—
|
|
|
$
|
406,000
|
|
|
$
|
4,600,000
|
|
|
$
|
28,000
|
|
|
$
|
406,000
|
|
|
$
|
4,628,000
|
|
|
$
|
5,034,000
|
|
|
$
|
(243,000
|
)
|
|
1997
|
|
06/28/16
|
Pottsville MOB (Medical Office)
|
Pottsville, PA
|
|
—
|
|
|
1,493,000
|
|
|
7,050,000
|
|
|
17,000
|
|
|
1,493,000
|
|
|
7,067,000
|
|
|
8,560,000
|
|
|
(357,000
|
)
|
|
2004
|
|
09/16/16
|
||||||||
Charlottesville MOB (Medical Office)
|
Charlottesville, VA
|
|
—
|
|
|
4,768,000
|
|
|
13,330,000
|
|
|
—
|
|
|
4,768,000
|
|
|
13,330,000
|
|
|
18,098,000
|
|
|
(612,000
|
)
|
|
2001
|
|
09/22/16
|
||||||||
Rochester Hills MOB (Medical Office)
|
Rochester Hills, MI
|
|
3,653,000
|
|
|
1,727,000
|
|
|
5,763,000
|
|
|
15,000
|
|
|
1,727,000
|
|
|
5,778,000
|
|
|
7,505,000
|
|
|
(300,000
|
)
|
|
1990
|
|
09/29/16
|
||||||||
Cullman MOB III (Medical Office)
|
Cullman, AL
|
|
—
|
|
|
—
|
|
|
13,989,000
|
|
|
21,000
|
|
|
—
|
|
|
14,010,000
|
|
|
14,010,000
|
|
|
(518,000
|
)
|
|
2010
|
|
09/30/16
|
||||||||
Iron MOB Portfolio (Medical Office)
|
Cullman, AL
|
|
—
|
|
|
—
|
|
|
10,237,000
|
|
|
179,000
|
|
|
—
|
|
|
10,416,000
|
|
|
10,416,000
|
|
|
(513,000
|
)
|
|
1994
|
|
10/13/16
|
||||||||
|
Cullman, AL
|
|
—
|
|
|
—
|
|
|
6,906,000
|
|
|
39,000
|
|
|
—
|
|
|
6,945,000
|
|
|
6,945,000
|
|
|
(352,000
|
)
|
|
1998
|
|
10/13/16
|
||||||||
|
Sylacauga, AL
|
|
—
|
|
|
—
|
|
|
7,907,000
|
|
|
44,000
|
|
|
—
|
|
|
7,951,000
|
|
|
7,951,000
|
|
|
(282,000
|
)
|
|
1997
|
|
10/13/16
|
||||||||
Mint Hill MOB (Medical Office)
|
Mint Hill, NC
|
|
—
|
|
|
—
|
|
|
16,585,000
|
|
|
666,000
|
|
|
—
|
|
|
17,251,000
|
|
|
17,251,000
|
|
|
(735,000
|
)
|
|
2007
|
|
11/14/16
|
||||||||
Lafayette Assisted Living Portfolio (Senior Housing)
|
Lafayette, LA
|
|
—
|
|
|
1,328,000
|
|
|
8,225,000
|
|
|
71,000
|
|
|
1,328,000
|
|
|
8,296,000
|
|
|
9,624,000
|
|
|
(263,000
|
)
|
|
1996
|
|
12/01/16
|
||||||||
|
Lafayette, LA
|
|
—
|
|
|
980,000
|
|
|
4,244,000
|
|
|
—
|
|
|
980,000
|
|
|
4,244,000
|
|
|
5,224,000
|
|
|
(146,000
|
)
|
|
2014
|
|
12/01/16
|
||||||||
Evendale MOB (Medical Office)
|
Evendale, OH
|
|
—
|
|
|
1,620,000
|
|
|
7,583,000
|
|
|
380,000
|
|
|
1,620,000
|
|
|
7,963,000
|
|
|
9,583,000
|
|
|
(365,000
|
)
|
|
1988
|
|
12/13/16
|
||||||||
Battle Creek MOB (Medical Office)
|
Battle Creek, MI
|
|
—
|
|
|
960,000
|
|
|
5,717,000
|
|
|
80,000
|
|
|
960,000
|
|
|
5,797,000
|
|
|
6,757,000
|
|
|
(253,000
|
)
|
|
1996
|
|
03/10/17
|
||||||||
Reno MOB (Medical Office)
|
Reno, NV
|
|
—
|
|
|
—
|
|
|
64,718,000
|
|
|
133,000
|
|
|
—
|
|
|
64,851,000
|
|
|
64,851,000
|
|
|
(1,544,000
|
)
|
|
2005
|
|
03/13/17
|
||||||||
Athens MOB Portfolio (Medical Office)
|
Athens, GA
|
|
—
|
|
|
809,000
|
|
|
5,227,000
|
|
|
31,000
|
|
|
809,000
|
|
|
5,258,000
|
|
|
6,067,000
|
|
|
(132,000
|
)
|
|
2006
|
|
05/18/17
|
||||||||
|
Athens, GA
|
|
—
|
|
|
1,084,000
|
|
|
8,772,000
|
|
|
38,000
|
|
|
1,084,000
|
|
|
8,810,000
|
|
|
9,894,000
|
|
|
(174,000
|
)
|
|
2006
|
|
05/18/17
|
||||||||
SW Illinois Senior Housing Portfolio (Senior Housing)
|
Columbia, IL
|
|
—
|
|
|
1,086,000
|
|
|
9,651,000
|
|
|
3,000
|
|
|
1,086,000
|
|
|
9,654,000
|
|
|
10,740,000
|
|
|
(200,000
|
)
|
|
2007
|
|
05/22/17
|
||||||||
|
Columbia, IL
|
|
—
|
|
|
121,000
|
|
|
1,656,000
|
|
|
—
|
|
|
121,000
|
|
|
1,656,000
|
|
|
1,777,000
|
|
|
(30,000
|
)
|
|
1999
|
|
05/22/17
|
||||||||
|
Millstadt, IL
|
|
—
|
|
|
203,000
|
|
|
3,827,000
|
|
|
—
|
|
|
203,000
|
|
|
3,827,000
|
|
|
4,030,000
|
|
|
(68,000
|
)
|
|
2004
|
|
05/22/17
|
||||||||
|
Red Bud, IL
|
|
—
|
|
|
198,000
|
|
|
3,553,000
|
|
|
51,000
|
|
|
198,000
|
|
|
3,604,000
|
|
|
3,802,000
|
|
|
(64,000
|
)
|
|
2006
|
|
05/22/17
|
||||||||
|
Waterloo, IL
|
|
—
|
|
|
470,000
|
|
|
8,369,000
|
|
|
—
|
|
|
470,000
|
|
|
8,369,000
|
|
|
8,839,000
|
|
|
(144,000
|
)
|
|
2012
|
|
05/22/17
|
||||||||
Lawrenceville MOB (Medical Office)
|
Lawrenceville, GA
|
|
7,981,000
|
|
|
1,363,000
|
|
|
9,099,000
|
|
|
5,000
|
|
|
1,363,000
|
|
|
9,104,000
|
|
|
10,467,000
|
|
|
(198,000
|
)
|
|
2005
|
|
06/12/17
|
||||||||
Northern California Senior Housing Portfolio (Senior Housing)
|
Belmont, CA
|
|
—
|
|
|
10,760,000
|
|
|
13,631,000
|
|
|
—
|
|
|
10,760,000
|
|
|
13,631,000
|
|
|
24,391,000
|
|
|
(201,000
|
)
|
|
1958/2000
|
|
06/28/17
|
||||||||
|
Fairfield, CA
|
|
—
|
|
|
317,000
|
|
|
6,584,000
|
|
|
—
|
|
|
317,000
|
|
|
6,584,000
|
|
|
6,901,000
|
|
|
(101,000
|
)
|
|
1974
|
|
06/28/17
|
||||||||
|
Menlo Park, CA
|
|
—
|
|
|
5,188,000
|
|
|
2,177,000
|
|
|
5,000
|
|
|
5,188,000
|
|
|
2,182,000
|
|
|
7,370,000
|
|
|
(31,000
|
)
|
|
1945
|
|
06/28/17
|
||||||||
|
Sacramento, CA
|
|
—
|
|
|
1,266,000
|
|
|
2,818,000
|
|
|
702,000
|
|
|
1,266,000
|
|
|
3,520,000
|
|
|
4,786,000
|
|
|
(50,000
|
)
|
|
1978
|
|
06/28/17
|
||||||||
Roseburg MOB (Medical Office)
|
Roseburg, OR
|
|
—
|
|
|
—
|
|
|
20,925,000
|
|
|
2,000
|
|
|
—
|
|
|
20,927,000
|
|
|
20,927,000
|
|
|
(329,000
|
)
|
|
2003
|
|
06/29/17
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Amount of Which Carried at Close of Period(d)
|
|
|
|
|
||||||||||||||||||||||||
Description(a)
|
|
Encumbrances
|
|
Land
|
|
Buildings and
Improvements
|
|
Cost
Capitalized
Subsequent to
Acquisition(b)
|
|
Land
|
|
Buildings and
Improvements
|
|
Total(c)
|
|
Accumulated
Depreciation
(e)(f)
|
|
Date of
Construction
|
|
Date
Acquired
|
|||||||||||||||||
Fairfield County MOB Portfolio (Medical Office)
|
Stratford, CT
|
|
$
|
—
|
|
|
$
|
1,011,000
|
|
|
$
|
3,538,000
|
|
|
$
|
16,000
|
|
|
$
|
1,011,000
|
|
|
$
|
3,554,000
|
|
|
$
|
4,565,000
|
|
|
$
|
(48,000
|
)
|
|
1963
|
|
09/29/17
|
|
Trumbull, CT
|
|
—
|
|
|
2,250,000
|
|
|
6,879,000
|
|
|
7,000
|
|
|
2,250,000
|
|
|
6,886,000
|
|
|
9,136,000
|
|
|
(83,000
|
)
|
|
1987
|
|
09/29/17
|
||||||||
Central Florida Senior Housing Portfolio (Senior Housing — RIDEA)
|
Bradenton, FL
|
|
—
|
|
|
1,058,000
|
|
|
5,118,000
|
|
|
7,000
|
|
|
1,058,000
|
|
|
5,125,000
|
|
|
6,183,000
|
|
|
(32,000
|
)
|
|
1973/1983
|
|
11/01/17
|
||||||||
|
Brooksville, FL
|
|
—
|
|
|
1,377,000
|
|
|
10,217,000
|
|
|
13,000
|
|
|
1,377,000
|
|
|
10,230,000
|
|
|
11,607,000
|
|
|
(74,000
|
)
|
|
1960/2007
|
|
11/01/17
|
||||||||
|
Brooksville, FL
|
|
—
|
|
|
934,000
|
|
|
6,550,000
|
|
|
8,000
|
|
|
934,000
|
|
|
6,558,000
|
|
|
7,492,000
|
|
|
(39,000
|
)
|
|
2008
|
|
11/01/17
|
||||||||
|
Lake Placid, FL
|
|
—
|
|
|
949,000
|
|
|
3,476,000
|
|
|
5,000
|
|
|
949,000
|
|
|
3,481,000
|
|
|
4,430,000
|
|
|
(24,000
|
)
|
|
2008
|
|
11/01/17
|
||||||||
|
Lakeland, FL
|
|
—
|
|
|
528,000
|
|
|
17,541,000
|
|
|
18,000
|
|
|
528,000
|
|
|
17,559,000
|
|
|
18,087,000
|
|
|
(86,000
|
)
|
|
1985
|
|
11/01/17
|
||||||||
|
Pinellas Park, FL
|
|
—
|
|
|
1,118,000
|
|
|
9,005,000
|
|
|
11,000
|
|
|
1,118,000
|
|
|
9,016,000
|
|
|
10,134,000
|
|
|
(57,000
|
)
|
|
2016
|
|
11/01/17
|
||||||||
|
Sanford, FL
|
|
—
|
|
|
2,782,000
|
|
|
10,019,000
|
|
|
14,000
|
|
|
2,782,000
|
|
|
10,033,000
|
|
|
12,815,000
|
|
|
(56,000
|
)
|
|
1984
|
|
11/01/17
|
||||||||
|
Spring Hill, FL
|
|
—
|
|
|
930,000
|
|
|
6,241,000
|
|
|
8,000
|
|
|
930,000
|
|
|
6,249,000
|
|
|
7,179,000
|
|
|
(36,000
|
)
|
|
1988
|
|
11/01/17
|
||||||||
|
Winter Haven, FL
|
|
—
|
|
|
3,118,000
|
|
|
21,973,000
|
|
|
31,000
|
|
|
3,118,000
|
|
|
22,004,000
|
|
|
25,122,000
|
|
|
(145,000
|
)
|
|
1984
|
|
11/01/17
|
||||||||
|
|
|
$
|
11,634,000
|
|
|
$
|
52,202,000
|
|
|
$
|
373,700,000
|
|
|
$
|
2,648,000
|
|
|
$
|
52,202,000
|
|
|
$
|
376,348,000
|
|
|
$
|
428,550,000
|
|
|
$
|
(8,885,000
|
)
|
|
|
|
|
(a)
|
We own
100%
of our properties as of December 31, 2017, with the exception of Central Florida Senior Housing Portfolio.
|
(b)
|
The cost capitalized subsequent to acquisition is shown net of dispositions.
|
(c)
|
The changes in total real estate for the years ended December 31, 2017 and 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 are as follows:
|
|
Amount
|
||
Balance — January 23, 2015 (Date of Inception)
|
$
|
—
|
|
Acquisitions
|
—
|
|
|
Additions
|
—
|
|
|
Dispositions
|
—
|
|
|
Balance — December 31, 2015
|
$
|
—
|
|
Acquisitions
|
$
|
118,741,000
|
|
Additions
|
23,000
|
|
|
Dispositions
|
—
|
|
|
Balance — December 31, 2016
|
$
|
118,764,000
|
|
Acquisitions
|
$
|
307,384,000
|
|
Additions
|
2,476,000
|
|
|
Dispositions
|
(74,000
|
)
|
|
Balance — December 31, 2017
|
$
|
428,550,000
|
|
(d)
|
As of
December 31, 2017
, for federal income tax purposes, the aggregate cost of our properties is
$465,764,000
.
|
(e)
|
The changes in accumulated depreciation for the years ended December 31, 2017 and 2016 and for the period from January 23, 2015 (Date of Inception) through December 31, 2015 are as follows:
|
|
Amount
|
||
Balance — January 23, 2015 (Date of Inception)
|
$
|
—
|
|
Additions
|
—
|
|
|
Dispositions
|
—
|
|
|
Balance — December 31, 2015
|
$
|
—
|
|
Additions
|
$
|
822,000
|
|
Dispositions
|
—
|
|
|
Balance — December 31, 2016
|
$
|
822,000
|
|
Additions
|
$
|
8,090,000
|
|
Dispositions
|
(27,000
|
)
|
|
Balance — December 31, 2017
|
$
|
8,885,000
|
|
(f)
|
The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to
39 years
, and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, up to
15 years
. Furniture, fixtures and equipment is depreciated over the estimated useful life, up to
7 years
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith. In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
|
|
|
Griffin-American Healthcare REIT IV, Inc.
(Registrant)
|
|
|
|
|
|
|
|
By
|
|
/s/ J
EFFREY
T. H
ANSON
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
|
Jeffrey T. Hanson
|
|
|
|
|
|
||
Date: March 8, 2018
|
|
|
By
|
|
/s/ J
EFFREY
T. H
ANSON
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
|
Jeffrey T. Hanson
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date: March 8, 2018
|
|
|
||
|
|
|
|
|
By
|
|
/s/ B
RIAN
S. P
EAY
|
|
Chief Financial Officer
|
|
|
Brian S. Peay
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
Date: March 8, 2018
|
|
|
||
|
|
|
|
|
By
|
|
/s/ R
ICHARD
S. W
ELCH
|
|
Director
|
|
|
Richard S. Welch
|
|
|
|
|
|
|
|
Date: March 8, 2018
|
|
|
||
|
|
|
|
|
By
|
|
/s/ B
RIAN
J. F
LORNES
|
|
Independent Director
|
|
|
Brian J. Flornes
|
|
|
|
|
|
|
|
Date: March 8, 2018
|
|
|
||
|
|
|
|
|
By
|
|
/s/ D
IANNE
H
URLEY
|
|
Independent Director
|
|
|
Dianne Hurley
|
|
|
|
|
|
|
|
Date: March 8, 2018
|
|
|
||
|
|
|
|
|
By
|
|
/s/ W
ILBUR
H. S
MITH
III
|
|
Independent Director
|
|
|
Wilbur H. Smith III
|
|
|
|
|
|
|
|
Date: March 8, 2018
|
|
|
NIC 5 SPRING HAVEN OWNER, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 5 LAKE MORTON PLAZA OWNER, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 5 RENAISSANCE RETIREMENT OWNER, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 5 FOREST OAKS OWNER, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 5 SPRING HAVEN LEASING, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 5 LAKE MORTON PLAZA LEASING, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 5 RENAISSANCE RETIREMENT LEASING, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 5 FOREST OAKS LEASING, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
GAHC4 CENTRAL FL SENIOR HOUSING PORTFOLIO, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Stefan Oh
|
Name:
|
Stefan Oh
|
Title:
|
Executive Vice President, Acquisitions
|
NIC 4 BAYSIDE TERRACE OWNER LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 4 BALMORAL OWNER LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 4 BRADENTON OAKS OWNER LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 4 THE GRANDE OWNER LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 4 SPRING OAKS OWNER LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 4 BAYSIDE TERRACE LEASING, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 4 BALMORAL LEASING, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 4 BRADENTON OAKS LEASING, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 4 THE GRANDE LEASING, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
NIC 4 SPRING OAKS LEASING, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Ivy Hernandez
|
Name:
|
Ivy Hernandez
|
Title
|
Vice President
|
GAHC4 CENTRAL FL SENIOR HOUSING PORTFOLIO, LLC,
|
|
a Delaware limited liability company
|
|
|
|
By:
|
/s/ Stefan Oh
|
Name:
|
Stefan Oh
|
Title:
|
Executive Vice President, Acquisitions
|
March 8, 2018
|
|
By:
|
|
/s/ J
EFFREY
T. H
ANSON
|
Date
|
|
|
|
Jeffrey T. Hanson
|
|
|
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
|
|
|
(Principal Executive Officer)
|
March 8, 2018
|
|
By:
|
|
/s/ B
RIAN
S. P
EAY
|
Date
|
|
|
|
Brian S. Peay
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
March 8, 2018
|
|
By:
|
|
/s/ J
EFFREY
T. H
ANSON
|
Date
|
|
|
|
Jeffrey T. Hanson
|
|
|
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
|
|
|
(Principal Executive Officer)
|
March 8, 2018
|
|
By:
|
|
/s/ B
RIAN
S. P
EAY
|
Date
|
|
|
|
Brian S. Peay
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|