|
|
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
September 30, 2018
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Maryland
|
|
47-2887436
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
18191 Von Karman Avenue, Suite 300,
Irvine, California
|
|
92612
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
x
|
Smaller reporting company
|
o
|
|
|
|
Emerging growth company
|
x
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
(1)
|
Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of
September 30, 2018
and
December 31, 2017
represent liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the Corporate Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of
$200,000,000
and
$84,100,000
as of
September 30, 2018
and
December 31, 2017
, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Real estate revenue
|
$
|
12,512,000
|
|
|
$
|
8,488,000
|
|
|
$
|
32,529,000
|
|
|
$
|
18,738,000
|
|
Resident fees and services
|
9,769,000
|
|
|
—
|
|
|
26,604,000
|
|
|
—
|
|
||||
Total revenues
|
22,281,000
|
|
|
8,488,000
|
|
|
59,133,000
|
|
|
18,738,000
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
3,187,000
|
|
|
2,095,000
|
|
|
8,090,000
|
|
|
4,893,000
|
|
||||
Property operating expenses
|
7,987,000
|
|
|
—
|
|
|
21,986,000
|
|
|
—
|
|
||||
General and administrative
|
2,105,000
|
|
|
1,296,000
|
|
|
5,803,000
|
|
|
2,996,000
|
|
||||
Acquisition related expenses
|
98,000
|
|
|
121,000
|
|
|
254,000
|
|
|
334,000
|
|
||||
Depreciation and amortization
|
9,007,000
|
|
|
3,442,000
|
|
|
24,053,000
|
|
|
7,619,000
|
|
||||
Total expenses
|
22,384,000
|
|
|
6,954,000
|
|
|
60,186,000
|
|
|
15,842,000
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense (including amortization of deferred financing costs and debt discount/premium)
|
(1,602,000
|
)
|
|
(780,000
|
)
|
|
(3,846,000
|
)
|
|
(1,607,000
|
)
|
||||
Interest income
|
6,000
|
|
|
—
|
|
|
6,000
|
|
|
1,000
|
|
||||
(Loss) income before income taxes
|
(1,699,000
|
)
|
|
754,000
|
|
|
(4,893,000
|
)
|
|
1,290,000
|
|
||||
Income tax expense
|
(4,000
|
)
|
|
—
|
|
|
(4,000
|
)
|
|
—
|
|
||||
Net (loss) income
|
(1,703,000
|
)
|
|
754,000
|
|
|
(4,897,000
|
)
|
|
1,290,000
|
|
||||
Less: net loss attributable to redeemable noncontrolling interests
|
72,000
|
|
|
—
|
|
|
197,000
|
|
|
—
|
|
||||
Net (loss) income attributable to controlling interest
|
$
|
(1,631,000
|
)
|
|
$
|
754,000
|
|
|
$
|
(4,700,000
|
)
|
|
$
|
1,290,000
|
|
Net (loss) income per Class T and Class I common share attributable to controlling interest — basic and diluted
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.05
|
|
Weighted average number of Class T and Class I common shares outstanding — basic and diluted
|
57,769,964
|
|
|
32,593,321
|
|
|
51,441,064
|
|
|
23,827,175
|
|
||||
Distributions declared per Class T and Class I common share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.45
|
|
|
$
|
0.45
|
|
|
Class T and Class I Common Stock
|
|
|
|
|
|
|
|
|||||||||||
|
Number
of Shares
|
|
Amount
|
|
Additional
Paid-In Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|
|||||||||
BALANCE — December 31, 2017
|
42,207,160
|
|
|
$
|
422,000
|
|
|
$
|
376,284,000
|
|
|
$
|
(23,482,000
|
)
|
|
$
|
353,224,000
|
|
|
Issuance of common stock
|
17,789,763
|
|
|
177,000
|
|
|
177,486,000
|
|
|
—
|
|
|
177,663,000
|
|
|
||||
Offering costs — common stock
|
—
|
|
|
—
|
|
|
(16,679,000
|
)
|
|
—
|
|
|
(16,679,000
|
)
|
|
||||
Issuance of common stock under the DRIP
|
1,302,271
|
|
|
13,000
|
|
|
12,422,000
|
|
|
—
|
|
|
12,435,000
|
|
|
||||
Issuance of vested and nonvested restricted common stock
|
22,500
|
|
|
—
|
|
|
45,000
|
|
|
—
|
|
|
45,000
|
|
|
||||
Amortization of nonvested common stock compensation
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
||||
Repurchase of common stock
|
(236,230
|
)
|
|
(2,000
|
)
|
|
(2,240,000
|
)
|
|
—
|
|
|
(2,242,000
|
)
|
|
||||
Fair value adjustment to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(197,000
|
)
|
|
—
|
|
|
(197,000
|
)
|
|
||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,111,000
|
)
|
|
(23,111,000
|
)
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,700,000
|
)
|
|
(4,700,000
|
)
|
(1)
|
||||
BALANCE — September 30, 2018
|
61,085,464
|
|
|
$
|
610,000
|
|
|
$
|
547,221,000
|
|
|
$
|
(51,293,000
|
)
|
|
$
|
496,538,000
|
|
|
|
Class T and Class I Common Stock
|
|
|
|
|
|
|
|
|||||||||||
|
Number
of Shares
|
|
Amount
|
|
Additional
Paid-In Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|
|||||||||
BALANCE — December 31, 2016
|
11,377,439
|
|
|
$
|
114,000
|
|
|
$
|
99,492,000
|
|
|
$
|
(7,351,000
|
)
|
|
$
|
92,255,000
|
|
|
Issuance of common stock
|
24,264,521
|
|
|
242,000
|
|
|
241,193,000
|
|
|
—
|
|
|
241,435,000
|
|
|
||||
Offering costs — common stock
|
—
|
|
|
—
|
|
|
(23,544,000
|
)
|
|
—
|
|
|
(23,544,000
|
)
|
|
||||
Issuance of common stock under the DRIP
|
584,318
|
|
|
6,000
|
|
|
5,486,000
|
|
|
—
|
|
|
5,492,000
|
|
|
||||
Issuance of vested and nonvested restricted common stock
|
22,500
|
|
|
—
|
|
|
45,000
|
|
|
—
|
|
|
45,000
|
|
|
||||
Amortization of nonvested common stock compensation
|
—
|
|
|
—
|
|
|
55,000
|
|
|
—
|
|
|
55,000
|
|
|
||||
Repurchase of common stock
|
(18,383
|
)
|
|
—
|
|
|
(178,000
|
)
|
|
—
|
|
|
(178,000
|
)
|
|
||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,705,000
|
)
|
|
(10,705,000
|
)
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,290,000
|
|
|
1,290,000
|
|
|
||||
BALANCE — September 30, 2017
|
36,230,395
|
|
|
$
|
362,000
|
|
|
$
|
322,549,000
|
|
|
$
|
(16,766,000
|
)
|
|
$
|
306,145,000
|
|
|
(1)
|
Amount excludes
$197,000
of net loss attributable to redeemable noncontrolling interests for the nine months ended September 30, 2018.
See Note 10, Redeemable Noncontrolling Interests
, for a further discussion.
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
End of period:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
30,841,000
|
|
|
$
|
4,397,000
|
|
Restricted cash
|
182,000
|
|
|
16,000
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
31,023,000
|
|
|
$
|
4,413,000
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Interest
|
$
|
3,010,000
|
|
|
$
|
1,356,000
|
|
Income taxes
|
$
|
12,000
|
|
|
$
|
7,000
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
|
|
|
|
||||
Investing Activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
2,531,000
|
|
|
$
|
931,000
|
|
Accrued pre-acquisition expenses
|
$
|
805,000
|
|
|
$
|
601,000
|
|
Tenant improvement overage
|
$
|
435,000
|
|
|
$
|
—
|
|
The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments:
|
|
|
|
||||
Other assets
|
$
|
200,000
|
|
|
$
|
213,000
|
|
Mortgage loans payable, net
|
$
|
5,808,000
|
|
|
$
|
8,000,000
|
|
Accounts payable and accrued liabilities
|
$
|
589,000
|
|
|
$
|
803,000
|
|
Security deposits and prepaid rent
|
$
|
1,592,000
|
|
|
$
|
545,000
|
|
Financing Activities:
|
|
|
|
||||
Issuance of common stock under the DRIP
|
$
|
12,435,000
|
|
|
$
|
5,492,000
|
|
Distributions declared but not paid
|
$
|
2,960,000
|
|
|
$
|
1,739,000
|
|
Accrued Contingent Advisor Payment
|
$
|
7,750,000
|
|
|
$
|
7,759,000
|
|
Accrued stockholder servicing fee
|
$
|
15,203,000
|
|
|
$
|
11,496,000
|
|
Accrued deferred financing costs
|
$
|
34,000
|
|
|
$
|
22,000
|
|
Receivable from transfer agent
|
$
|
1,667,000
|
|
|
$
|
807,000
|
|
|
September 30,
2018
|
|
December 31,
2017
|
||||
Building and improvements
|
$
|
580,961,000
|
|
|
$
|
371,890,000
|
|
Land
|
72,979,000
|
|
|
52,202,000
|
|
||
Furniture, fixtures and equipment
|
4,900,000
|
|
|
4,458,000
|
|
||
|
658,840,000
|
|
|
428,550,000
|
|
||
Less: accumulated depreciation
|
(20,270,000
|
)
|
|
(8,885,000
|
)
|
||
Total
|
$
|
638,570,000
|
|
|
$
|
419,665,000
|
|
Acquisition(1)
|
|
Location
|
|
Type
|
|
Date
Acquired
|
|
Contract
Purchase
Price
|
|
Mortgage
Loan
Payable(2)
|
|
Corporate
Line of
Credit(3)
|
|
Total
Acquisition
Fee(4)
|
||||||||
Central Wisconsin Senior Care Portfolio
|
|
Sun Prairie and Waunakee, WI
|
|
Skilled Nursing
|
|
03/01/18
|
|
$
|
22,600,000
|
|
|
$
|
—
|
|
|
$
|
22,600,000
|
|
|
$
|
1,018,000
|
|
Sauk Prairie MOB
|
|
Prairie du Sac, WI
|
|
Medical Office
|
|
04/09/18
|
|
19,500,000
|
|
|
—
|
|
|
19,500,000
|
|
|
878,000
|
|
||||
Surprise MOB
|
|
Surprise, AZ
|
|
Medical Office
|
|
04/27/18
|
|
11,650,000
|
|
|
—
|
|
|
8,000,000
|
|
|
524,000
|
|
||||
Southfield MOB
|
|
Southfield, MI
|
|
Medical Office
|
|
05/11/18
|
|
16,200,000
|
|
|
6,071,000
|
|
|
10,000,000
|
|
|
728,000
|
|
||||
Pinnacle Beaumont ALF(5)
|
|
Beaumont, TX
|
|
Senior Housing — RIDEA
|
|
07/01/18
|
|
19,500,000
|
|
|
—
|
|
|
19,400,000
|
|
|
868,000
|
|
||||
Grand Junction MOB
|
|
Grand Junction, CO
|
|
Medical Office
|
|
07/06/18
|
|
31,500,000
|
|
|
—
|
|
|
31,400,000
|
|
|
1,418,000
|
|
||||
Edmonds MOB
|
|
Edmonds, WA
|
|
Medical Office
|
|
07/30/18
|
|
23,500,000
|
|
|
—
|
|
|
22,000,000
|
|
|
1,058,000
|
|
||||
Pinnacle Warrenton ALF(5)
|
|
Warrenton, MO
|
|
Senior Housing — RIDEA
|
|
08/01/18
|
|
8,100,000
|
|
|
—
|
|
|
8,100,000
|
|
|
360,000
|
|
||||
Glendale MOB
|
|
Glendale, WI
|
|
Medical Office
|
|
08/13/18
|
|
7,600,000
|
|
|
—
|
|
|
7,000,000
|
|
|
342,000
|
|
||||
Missouri SNF Portfolio
|
|
Various cities, MO
|
|
Skilled Nursing
|
|
09/28/18
|
|
88,200,000
|
|
|
—
|
|
|
87,000,000
|
|
|
3,970,000
|
|
||||
Total
|
|
|
|
|
|
|
|
$
|
248,350,000
|
|
|
$
|
6,071,000
|
|
|
$
|
235,000,000
|
|
|
$
|
11,164,000
|
|
(1)
|
We own
100%
of our properties acquired for the nine months ended September 30, 2018, with the exception of Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.
|
(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)
|
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 portion of the aggregate contract purchase price paid by us. 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 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.
|
(5)
|
On July 1, 2018 and August 1, 2018, we completed the acquisitions of Pinnacle Beaumont ALF and Pinnacle Warrenton ALF, respectively, 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%.
|
|
|
2018
Acquisitions
|
||
Building and improvements
|
|
$
|
203,774,000
|
|
Land
|
|
20,773,000
|
|
|
Furniture, fixtures and equipment
|
|
79,000
|
|
|
In-place leases
|
|
31,355,000
|
|
|
Certificates of need
|
|
349,000
|
|
|
Above-market leases
|
|
200,000
|
|
|
Total assets acquired
|
|
256,530,000
|
|
|
Mortgage loan payable (including debt discount of $263,000)
|
|
(5,808,000
|
)
|
|
Below-market leases
|
|
(42,000
|
)
|
|
Total liabilities assumed
|
|
(5,850,000
|
)
|
|
Net assets acquired
|
|
$
|
250,680,000
|
|
|
September 30,
2018
|
|
December 31,
2017
|
||||
Amortized intangible assets:
|
|
|
|
||||
In-place leases, net of accumulated amortization of $17,576,000 and $5,832,000 as of September 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 9.8 years and 7.3 years as of September 30, 2018 and December 31, 2017, respectively)
|
$
|
56,688,000
|
|
|
$
|
37,766,000
|
|
Leasehold interests, net of accumulated amortization of $193,000 and $119,000 as of September 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 69.9 years and 70.6 years as of September 30, 2018 and December 31, 2017, respectively)
|
6,219,000
|
|
|
6,292,000
|
|
||
Above-market leases, net of accumulated amortization of $277,000 and $173,000 as of September 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 4.7 years and 5.6 years as of September 30, 2018 and December 31, 2017, respectively)
|
839,000
|
|
|
763,000
|
|
||
Unamortized intangible assets:
|
|
|
|
||||
Certificates of need
|
349,000
|
|
|
—
|
|
||
Total
|
$
|
64,095,000
|
|
|
$
|
44,821,000
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
3,419,000
|
|
2019
|
|
8,978,000
|
|
|
2020
|
|
7,063,000
|
|
|
2021
|
|
6,356,000
|
|
|
2022
|
|
5,468,000
|
|
|
Thereafter
|
|
32,462,000
|
|
|
Total
|
|
$
|
63,746,000
|
|
|
September 30,
2018
|
|
December 31,
2017
|
||||
Deferred rent receivables
|
$
|
3,958,000
|
|
|
$
|
1,912,000
|
|
Prepaid expenses and deposits
|
2,762,000
|
|
|
1,532,000
|
|
||
Deferred financing costs, net of accumulated amortization of $1,212,000 and $554,000 as of September 30, 2018 and December 31, 2017, respectively(1)
|
851,000
|
|
|
1,456,000
|
|
||
Lease commissions, net of accumulated amortization of $42,000 and $9,000 as of September 30, 2018 and December 31, 2017, respectively
|
552,000
|
|
|
326,000
|
|
||
Total
|
$
|
8,123,000
|
|
|
$
|
5,226,000
|
|
(1)
|
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
.
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Beginning balance
|
$
|
11,567,000
|
|
|
$
|
3,965,000
|
|
Additions:
|
|
|
|
||||
Assumptions of mortgage loans payable, net
|
5,808,000
|
|
|
8,000,000
|
|
||
Amortization of deferred financing costs(1)
|
53,000
|
|
|
23,000
|
|
||
Deductions:
|
|
|
|
||||
Deferred financing costs(1)
|
(123,000
|
)
|
|
(151,000
|
)
|
||
Scheduled principal payments on mortgage loans payable
|
(323,000
|
)
|
|
(189,000
|
)
|
||
Amortization of discount/premium on mortgage loans payable
|
6,000
|
|
|
(9,000
|
)
|
||
Ending balance
|
$
|
16,988,000
|
|
|
$
|
11,639,000
|
|
(1)
|
Deferred financing costs only include costs related to our mortgage loans payable.
|
Year
|
|
Amount
|
||
2018
|
|
$
|
126,000
|
|
2019
|
|
518,000
|
|
|
2020
|
|
8,151,000
|
|
|
2021
|
|
434,000
|
|
|
2022
|
|
455,000
|
|
|
Thereafter
|
|
7,698,000
|
|
|
Total
|
|
$
|
17,382,000
|
|
|
September 30,
2018
|
|
December 31,
2017
|
||||
Below-market leases, net of accumulated amortization of $594,000 and $345,000 as of September 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 6.1 years and 6.4 years as of September 30, 2018 and December 31, 2017, respectively)
|
$
|
1,102,000
|
|
|
$
|
1,349,000
|
|
Above-market leasehold interests, net of accumulated amortization of $12,000 and $6,000 as of September 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 51.4 years and 52.2 years as of September 30, 2018 and December 31, 2017, respectively)
|
384,000
|
|
|
388,000
|
|
||
Total
|
$
|
1,486,000
|
|
|
$
|
1,737,000
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
87,000
|
|
2019
|
|
318,000
|
|
|
2020
|
|
154,000
|
|
|
2021
|
|
129,000
|
|
|
2022
|
|
120,000
|
|
|
Thereafter
|
|
678,000
|
|
|
Total
|
|
$
|
1,486,000
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
1,002,000
|
|
|
$
|
2,000
|
|
Additions
|
|
276,000
|
|
|
—
|
|
||
Net loss attributable to redeemable noncontrolling interests
|
|
(197,000
|
)
|
|
—
|
|
||
Fair value adjustment to redemption value
|
|
197,000
|
|
|
—
|
|
||
Ending balance
|
|
$
|
1,278,000
|
|
|
$
|
2,000
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||||||
Officer’s Name
|
|
Title
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
||||||||||||
Jeffrey T. Hanson
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
$
|
70,000
|
|
|
7,292
|
|
|
$
|
70,000
|
|
|
7,553
|
|
|
$
|
258,000
|
|
|
27,398
|
|
|
$
|
193,000
|
|
|
20,910
|
|
Danny Prosky
|
|
President and Chief Operating Officer
|
|
78,000
|
|
|
7,993
|
|
|
72,000
|
|
|
7,825
|
|
|
275,000
|
|
|
29,118
|
|
|
199,000
|
|
|
21,571
|
|
||||
Mathieu B. Streiff
|
|
Executive Vice President and General Counsel
|
|
66,000
|
|
|
6,826
|
|
|
67,000
|
|
|
7,293
|
|
|
254,000
|
|
|
26,971
|
|
|
194,000
|
|
|
21,065
|
|
||||
Brian S. Peay
|
|
Chief Financial Officer
|
|
5,000
|
|
|
578
|
|
|
—
|
|
|
—
|
|
|
24,000
|
|
|
2,565
|
|
|
—
|
|
|
—
|
|
||||
Stefan K.L. Oh
|
|
Executive Vice President of Acquisitions
|
|
8,000
|
|
|
886
|
|
|
8,000
|
|
|
857
|
|
|
25,000
|
|
|
2,648
|
|
|
24,000
|
|
|
2,558
|
|
||||
Christopher M. Belford
|
|
Executive Vice President of Asset Management
|
|
7,000
|
|
|
657
|
|
|
6,000
|
|
|
653
|
|
|
49,000
|
|
|
5,209
|
|
|
59,000
|
|
|
6,361
|
|
||||
Wendie Newman
|
|
Executive Vice President of Asset Management
|
|
3,000
|
|
|
249
|
|
|
2,000
|
|
|
221
|
|
|
7,000
|
|
|
718
|
|
|
6,000
|
|
|
607
|
|
||||
Total
|
|
|
|
$
|
237,000
|
|
|
24,481
|
|
|
$
|
225,000
|
|
|
24,402
|
|
|
$
|
892,000
|
|
|
94,627
|
|
|
$
|
675,000
|
|
|
73,072
|
|
Fee
|
|
September 30,
2018
|
|
December 31,
2017
|
||||
Contingent Advisor Payment
|
|
$
|
7,750,000
|
|
|
$
|
7,744,000
|
|
Asset management fees
|
|
457,000
|
|
|
316,000
|
|
||
Property management fees
|
|
125,000
|
|
|
43,000
|
|
||
Construction management fees
|
|
9,000
|
|
|
1,000
|
|
||
Lease commissions
|
|
6,000
|
|
|
8,000
|
|
||
Operating expenses
|
|
3,000
|
|
|
6,000
|
|
||
Total
|
|
$
|
8,350,000
|
|
|
$
|
8,118,000
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Mortgage loans payable
|
$
|
16,988,000
|
|
|
$
|
16,971,000
|
|
|
$
|
11,567,000
|
|
|
$
|
11,819,000
|
|
Line of credit and term loan
|
$
|
199,149,000
|
|
|
$
|
199,947,000
|
|
|
$
|
82,644,000
|
|
|
$
|
84,088,000
|
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2018
|
||||
Federal deferred
|
$
|
(796,000
|
)
|
|
$
|
(2,178,000
|
)
|
State deferred
|
(146,000
|
)
|
|
(432,000
|
)
|
||
State current
|
4,000
|
|
|
4,000
|
|
||
Valuation allowance
|
942,000
|
|
|
2,610,000
|
|
||
Total income tax expense
|
$
|
4,000
|
|
|
$
|
4,000
|
|
|
|
Medical
Office Buildings |
|
Senior
Housing —
RIDEA
|
|
Senior
Housing |
|
Skilled
Nursing
Facilities
|
|
Three Months
Ended September 30, 2018 |
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate revenue
|
|
$
|
9,580,000
|
|
|
$
|
—
|
|
|
$
|
2,259,000
|
|
|
$
|
673,000
|
|
|
$
|
12,512,000
|
|
Resident fees and services
|
|
—
|
|
|
9,769,000
|
|
|
—
|
|
|
—
|
|
|
9,769,000
|
|
|||||
Total revenues
|
|
9,580,000
|
|
|
9,769,000
|
|
|
2,259,000
|
|
|
673,000
|
|
|
22,281,000
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental expenses
|
|
2,812,000
|
|
|
—
|
|
|
270,000
|
|
|
105,000
|
|
|
3,187,000
|
|
|||||
Property operating expenses
|
|
—
|
|
|
7,987,000
|
|
|
—
|
|
|
—
|
|
|
7,987,000
|
|
|||||
Segment net operating income
|
|
$
|
6,768,000
|
|
|
$
|
1,782,000
|
|
|
$
|
1,989,000
|
|
|
$
|
568,000
|
|
|
$
|
11,107,000
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
$
|
2,105,000
|
|
||||||||
Acquisition related expenses
|
|
|
|
|
|
|
|
|
|
98,000
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
9,007,000
|
|
|||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (including amortization of deferred financing costs and debt discount/premium)
|
|
|
|
|
|
|
|
|
|
(1,602,000
|
)
|
|||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
(1,699,000
|
)
|
|||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
(4,000
|
)
|
|||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
$
|
(1,703,000
|
)
|
|
|
Medical
Office Buildings |
|
Senior
Housing |
|
Three Months
Ended September 30, 2017 |
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Real estate revenue
|
|
$
|
6,330,000
|
|
|
$
|
2,158,000
|
|
|
$
|
8,488,000
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Rental expenses
|
|
1,857,000
|
|
|
238,000
|
|
|
2,095,000
|
|
|||
Segment net operating income
|
|
$
|
4,473,000
|
|
|
$
|
1,920,000
|
|
|
$
|
6,393,000
|
|
Expenses:
|
|
|
|
|
|
|
||||||
General and administrative
|
|
|
|
|
|
$
|
1,296,000
|
|
||||
Acquisition related expenses
|
|
|
|
|
|
121,000
|
|
|||||
Depreciation and amortization
|
|
|
|
|
|
3,442,000
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense (including amortization of deferred financing costs and debt premium)
|
|
|
|
|
|
(780,000
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
754,000
|
|
|
|
Medical
Office
Buildings
|
|
Senior
Housing —
RIDEA
|
|
Senior
Housing
|
|
Skilled
Nursing
Facilities
|
|
Nine Months
Ended
September 30, 2018
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate revenue
|
|
$
|
24,299,000
|
|
|
$
|
—
|
|
|
$
|
6,757,000
|
|
|
$
|
1,473,000
|
|
|
$
|
32,529,000
|
|
Resident fees and services
|
|
—
|
|
|
26,604,000
|
|
|
—
|
|
|
—
|
|
|
26,604,000
|
|
|||||
Total revenues
|
|
24,299,000
|
|
|
26,604,000
|
|
|
6,757,000
|
|
|
1,473,000
|
|
|
59,133,000
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental expenses
|
|
6,901,000
|
|
|
—
|
|
|
951,000
|
|
|
238,000
|
|
|
8,090,000
|
|
|||||
Property operating expenses
|
|
—
|
|
|
21,986,000
|
|
|
—
|
|
|
—
|
|
|
21,986,000
|
|
|||||
Segment net operating income
|
|
$
|
17,398,000
|
|
|
$
|
4,618,000
|
|
|
$
|
5,806,000
|
|
|
$
|
1,235,000
|
|
|
$
|
29,057,000
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
$
|
5,803,000
|
|
||||||||
Acquisition related expenses
|
|
|
|
|
|
|
|
|
|
254,000
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
24,053,000
|
|
|||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (including amortization of deferred financing costs and debt discount/premium)
|
|
|
|
|
|
|
|
|
|
(3,846,000
|
)
|
|||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
(4,893,000
|
)
|
|||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
(4,000
|
)
|
|||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
$
|
(4,897,000
|
)
|
|
|
Medical
Office
Buildings
|
|
Senior
Housing
|
|
Nine Months
Ended
September 30, 2017
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Real estate revenue
|
|
$
|
15,456,000
|
|
|
$
|
3,282,000
|
|
|
$
|
18,738,000
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Rental expenses
|
|
4,543,000
|
|
|
350,000
|
|
|
4,893,000
|
|
|||
Segment net operating income
|
|
$
|
10,913,000
|
|
|
$
|
2,932,000
|
|
|
$
|
13,845,000
|
|
Expenses:
|
|
|
|
|
|
|
||||||
General and administrative
|
|
|
|
|
|
$
|
2,996,000
|
|
||||
Acquisition related expenses
|
|
|
|
|
|
334,000
|
|
|||||
Depreciation and amortization
|
|
|
|
|
|
7,619,000
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense (including amortization of deferred financing costs and debt premium)
|
|
|
|
|
|
(1,607,000
|
)
|
|||||
Interest income
|
|
|
|
|
|
1,000
|
|
|||||
Net income
|
|
|
|
|
|
$
|
1,290,000
|
|
|
September 30,
2018
|
|
December 31,
2017
|
||||
Medical office buildings
|
$
|
367,762,000
|
|
|
$
|
262,260,000
|
|
Senior housing — RIDEA
|
142,481,000
|
|
|
115,402,000
|
|
||
Senior housing
|
98,078,000
|
|
|
98,519,000
|
|
||
Skilled nursing facilities
|
115,829,000
|
|
|
—
|
|
||
Other
|
32,572,000
|
|
|
3,972,000
|
|
||
Total assets
|
$
|
756,722,000
|
|
|
$
|
480,153,000
|
|
Tenant
|
|
Annualized
Base Rent(1) |
|
Percentage of
Annualized Base
Rent
|
|
Acquisition
|
|
Reportable
Segment
|
|
GLA
(Sq Ft) |
|
Lease Expiration
Date |
|||
RC Tier Properties, LLC
|
|
$
|
7,629,000
|
|
|
14.4%
|
|
Missouri SNF Portfolio
|
|
Skilled Nursing
|
|
385,000
|
|
|
09/30/33
|
(1)
|
Annualized base rent is based on contractual base rent from leases in effect as of
September 30, 2018
. The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations.
|
|
September 30,
|
||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||
|
Number of
Buildings
|
|
Aggregate
Contract
Purchase Price
|
|
Leased %
|
|
Number of
Buildings
|
|
Aggregate
Contract
Purchase Price
|
|
Leased %
|
||||||||
Medical office buildings
|
24
|
|
|
$
|
372,240,000
|
|
|
93.1
|
%
|
|
18
|
|
|
$
|
262,290,000
|
|
|
94.0
|
%
|
Senior housing — RIDEA
|
12
|
|
|
137,100,000
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Senior housing
|
12
|
|
|
94,350,000
|
|
|
100
|
%
|
|
12
|
|
|
94,350,000
|
|
|
100
|
%
|
||
Skilled nursing facilities
|
10
|
|
|
110,800,000
|
|
|
100
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Total/weighted average(2)
|
58
|
|
|
$
|
714,490,000
|
|
|
95.5
|
%
|
|
30
|
|
|
$
|
356,640,000
|
|
|
95.7
|
%
|
(1)
|
For the three and nine months ended
September 30, 2018
, the leased percentage for the resident units of our senior housing — RIDEA facilities was
77.0%
and
76.7%
, respectively, based on daily average occupancy of licensed beds/units, and substantially all of our leases with residents at such properties are for a term of one year or less.
|
(2)
|
Weighted average leased percentage excludes our senior housing — RIDEA facilities.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Real Estate Revenue
|
|
|
|
|
|
|
|
||||||||
Medical office buildings
|
$
|
9,580,000
|
|
|
$
|
6,330,000
|
|
|
$
|
24,299,000
|
|
|
$
|
15,456,000
|
|
Senior housing
|
2,259,000
|
|
|
2,158,000
|
|
|
6,757,000
|
|
|
3,282,000
|
|
||||
Skilled nursing facilities
|
673,000
|
|
|
—
|
|
|
1,473,000
|
|
|
—
|
|
||||
Total real estate revenue
|
12,512,000
|
|
|
8,488,000
|
|
|
32,529,000
|
|
|
18,738,000
|
|
||||
Resident Fees and Services
|
|
|
|
|
|
|
|
||||||||
Senior housing — RIDEA
|
9,769,000
|
|
|
—
|
|
|
26,604,000
|
|
|
—
|
|
||||
Total resident fees and services
|
9,769,000
|
|
|
—
|
|
|
26,604,000
|
|
|
—
|
|
||||
Total revenues
|
$
|
22,281,000
|
|
|
$
|
8,488,000
|
|
|
$
|
59,133,000
|
|
|
$
|
18,738,000
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||||||
Rental Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medical office buildings
|
$
|
2,812,000
|
|
|
29.4
|
%
|
|
$
|
1,857,000
|
|
|
29.3
|
%
|
|
$
|
6,901,000
|
|
|
28.4
|
%
|
|
$
|
4,543,000
|
|
|
29.4
|
%
|
Senior housing
|
270,000
|
|
|
12.0
|
%
|
|
238,000
|
|
|
11.0
|
%
|
|
951,000
|
|
|
14.1
|
%
|
|
350,000
|
|
|
10.7
|
%
|
||||
Skilled nursing facilities
|
105,000
|
|
|
15.6
|
%
|
|
—
|
|
|
—
|
%
|
|
238,000
|
|
|
16.2
|
%
|
|
—
|
|
|
—
|
%
|
||||
Total rental expenses
|
$
|
3,187,000
|
|
|
25.5
|
%
|
|
$
|
2,095,000
|
|
|
24.7
|
%
|
|
$
|
8,090,000
|
|
|
24.9
|
%
|
|
$
|
4,893,000
|
|
|
26.1
|
%
|
Property Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior housing — RIDEA
|
$
|
7,987,000
|
|
|
81.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
21,986,000
|
|
|
82.6
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Total property operating expenses
|
$
|
7,987,000
|
|
|
81.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
21,986,000
|
|
|
82.6
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Asset management fees — affiliates
|
$
|
1,271,000
|
|
|
$
|
700,000
|
|
|
$
|
3,299,000
|
|
|
$
|
1,505,000
|
|
Professional and legal fees
|
425,000
|
|
|
310,000
|
|
|
1,160,000
|
|
|
646,000
|
|
||||
Transfer agent services
|
90,000
|
|
|
57,000
|
|
|
253,000
|
|
|
141,000
|
|
||||
Bank charges
|
80,000
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
||||
Restricted stock compensation
|
70,000
|
|
|
61,000
|
|
|
145,000
|
|
|
100,000
|
|
||||
Board of directors fees
|
69,000
|
|
|
53,000
|
|
|
184,000
|
|
|
163,000
|
|
||||
Directors’ and officers’ liability insurance
|
53,000
|
|
|
53,000
|
|
|
159,000
|
|
|
161,000
|
|
||||
Bad debt expense, net
|
35,000
|
|
|
25,000
|
|
|
181,000
|
|
|
94,000
|
|
||||
Other
|
12,000
|
|
|
37,000
|
|
|
222,000
|
|
|
186,000
|
|
||||
Total
|
$
|
2,105,000
|
|
|
$
|
1,296,000
|
|
|
$
|
5,803,000
|
|
|
$
|
2,996,000
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Line of credit and term loan
|
$
|
1,155,000
|
|
|
$
|
531,000
|
|
|
$
|
2,612,000
|
|
|
$
|
1,059,000
|
|
Mortgage loans payable
|
200,000
|
|
|
146,000
|
|
|
517,000
|
|
|
267,000
|
|
||||
Amortization of deferred financing costs:
|
|
|
|
|
|
|
|
||||||||
Line of credit and term loan
|
221,000
|
|
|
90,000
|
|
|
658,000
|
|
|
267,000
|
|
||||
Mortgage loans payable
|
20,000
|
|
|
15,000
|
|
|
53,000
|
|
|
23,000
|
|
||||
Amortization of debt discount/premium
|
6,000
|
|
|
(2,000
|
)
|
|
6,000
|
|
|
(9,000
|
)
|
||||
Total
|
$
|
1,602,000
|
|
|
$
|
780,000
|
|
|
$
|
3,846,000
|
|
|
$
|
1,607,000
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash, cash equivalents and restricted cash — beginning of period
|
$
|
7,103,000
|
|
|
$
|
2,237,000
|
|
Net cash provided by operating activities
|
15,677,000
|
|
|
8,849,000
|
|
||
Net cash used in investing activities
|
(257,761,000
|
)
|
|
(222,102,000
|
)
|
||
Net cash provided by financing activities
|
266,004,000
|
|
|
215,429,000
|
|
||
Cash, cash equivalents and restricted cash — end of period
|
$
|
31,023,000
|
|
|
$
|
4,413,000
|
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
Distributions paid in cash
|
$
|
9,833,000
|
|
|
|
|
$
|
4,006,000
|
|
|
|
||
Distributions reinvested
|
12,435,000
|
|
|
|
|
5,492,000
|
|
|
|
||||
|
$
|
22,268,000
|
|
|
|
|
$
|
9,498,000
|
|
|
|
||
Sources of distributions:
|
|
|
|
|
|
|
|
||||||
Cash flows from operations
|
$
|
15,677,000
|
|
|
70.4
|
%
|
|
$
|
8,849,000
|
|
|
93.2
|
%
|
Offering proceeds
|
6,591,000
|
|
|
29.6
|
|
|
649,000
|
|
|
6.8
|
|
||
|
$
|
22,268,000
|
|
|
100
|
%
|
|
$
|
9,498,000
|
|
|
100
|
%
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
Distributions paid in cash
|
$
|
9,833,000
|
|
|
|
|
$
|
4,006,000
|
|
|
|
||
Distributions reinvested
|
12,435,000
|
|
|
|
|
5,492,000
|
|
|
|
||||
|
$
|
22,268,000
|
|
|
|
|
$
|
9,498,000
|
|
|
|
||
Sources of distributions:
|
|
|
|
|
|
|
|
||||||
FFO attributable to controlling interest
|
$
|
19,132,000
|
|
|
85.9
|
%
|
|
$
|
8,909,000
|
|
|
93.8
|
%
|
Offering proceeds
|
3,136,000
|
|
|
14.1
|
|
|
589,000
|
|
|
6.2
|
|
||
|
$
|
22,268,000
|
|
|
100
|
%
|
|
$
|
9,498,000
|
|
|
100
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
|
Total
|
||||||||||
Principal payments — fixed-rate debt
|
$
|
126,000
|
|
|
$
|
8,669,000
|
|
|
$
|
889,000
|
|
|
$
|
7,698,000
|
|
|
$
|
17,382,000
|
|
Interest payments — fixed-rate debt
|
197,000
|
|
|
1,278,000
|
|
|
694,000
|
|
|
810,000
|
|
|
2,979,000
|
|
|||||
Principal payments — variable-rate debt
|
—
|
|
|
200,000,000
|
|
|
—
|
|
|
—
|
|
|
200,000,000
|
|
|||||
Interest payments — variable-rate debt (based on rates in effect as of September 30, 2018)
|
2,018,000
|
|
|
5,390,000
|
|
|
—
|
|
|
—
|
|
|
7,408,000
|
|
|||||
Ground and other lease obligations
|
24,000
|
|
|
496,000
|
|
|
496,000
|
|
|
10,697,000
|
|
|
11,713,000
|
|
|||||
Total
|
$
|
2,365,000
|
|
|
$
|
215,833,000
|
|
|
$
|
2,079,000
|
|
|
$
|
19,205,000
|
|
|
$
|
239,482,000
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net (loss) income
|
$
|
(1,703,000
|
)
|
|
$
|
754,000
|
|
|
$
|
(4,897,000
|
)
|
|
$
|
1,290,000
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization — consolidated properties
|
9,007,000
|
|
|
3,442,000
|
|
|
24,053,000
|
|
|
7,619,000
|
|
||||
Net loss attributable to redeemable noncontrolling interests
|
72,000
|
|
|
—
|
|
|
197,000
|
|
|
—
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization related to redeemable noncontrolling interests
|
(82,000
|
)
|
|
—
|
|
|
(221,000
|
)
|
|
—
|
|
||||
FFO attributable to controlling interest
|
$
|
7,294,000
|
|
|
$
|
4,196,000
|
|
|
$
|
19,132,000
|
|
|
$
|
8,909,000
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition related expenses(1)
|
$
|
98,000
|
|
|
$
|
121,000
|
|
|
$
|
254,000
|
|
|
$
|
334,000
|
|
Amortization of above- and below-market leases(2)
|
(38,000
|
)
|
|
(30,000
|
)
|
|
(164,000
|
)
|
|
(99,000
|
)
|
||||
Change in deferred rent(3)
|
(709,000
|
)
|
|
(569,000
|
)
|
|
(2,045,000
|
)
|
|
(1,124,000
|
)
|
||||
Adjustments for redeemable noncontrolling interests(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
MFFO attributable to controlling interest
|
$
|
6,645,000
|
|
|
$
|
3,718,000
|
|
|
$
|
17,177,000
|
|
|
$
|
8,020,000
|
|
Weighted average Class T and Class I common shares outstanding — basic and diluted
|
57,769,964
|
|
|
32,593,321
|
|
|
51,441,064
|
|
|
23,827,175
|
|
||||
Net (loss) income per Class T and Class I common share — basic and diluted
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.05
|
|
FFO attributable to controlling interest per Class T and Class I common share — basic and diluted
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.37
|
|
|
$
|
0.37
|
|
MFFO attributable to controlling interest per Class T and Class I common share — basic and diluted
|
$
|
0.12
|
|
|
$
|
0.11
|
|
|
$
|
0.33
|
|
|
$
|
0.34
|
|
(1)
|
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
|
(2)
|
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.
|
(3)
|
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 supplemental information on the realized economic impact of lease terms, providing insight on the expected contractual cash flows of such lease terms, and aligns results with our analysis of operating performance.
|
(4)
|
Includes all adjustments to eliminate the redeemable noncontrolling interests’ share of the adjustments described in notes (1) – (3) above to convert our FFO to MFFO.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net (loss) income
|
$
|
(1,703,000
|
)
|
|
$
|
754,000
|
|
|
$
|
(4,897,000
|
)
|
|
$
|
1,290,000
|
|
General and administrative
|
2,105,000
|
|
|
1,296,000
|
|
|
5,803,000
|
|
|
2,996,000
|
|
||||
Acquisition related expenses
|
98,000
|
|
|
121,000
|
|
|
254,000
|
|
|
334,000
|
|
||||
Depreciation and amortization
|
9,007,000
|
|
|
3,442,000
|
|
|
24,053,000
|
|
|
7,619,000
|
|
||||
Interest expense
|
1,602,000
|
|
|
780,000
|
|
|
3,846,000
|
|
|
1,607,000
|
|
||||
Interest income
|
(6,000
|
)
|
|
—
|
|
|
(6,000
|
)
|
|
(1,000
|
)
|
||||
Net operating income
|
$
|
11,103,000
|
|
|
$
|
6,393,000
|
|
|
$
|
29,053,000
|
|
|
$
|
13,845,000
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Fixed-rate debt — principal payments
|
$
|
126,000
|
|
|
$
|
518,000
|
|
|
$
|
8,151,000
|
|
|
$
|
434,000
|
|
|
$
|
455,000
|
|
|
$
|
7,698,000
|
|
|
$
|
17,382,000
|
|
|
$
|
16,971,000
|
|
Weighted average interest rate on maturing fixed-rate debt
|
4.81
|
%
|
|
4.81
|
%
|
|
4.77
|
%
|
|
4.83
|
%
|
|
4.84
|
%
|
|
4.17
|
%
|
|
4.51
|
%
|
|
—
|
|
||||||||
Variable-rate debt — principal payments
|
$
|
—
|
|
|
$
|
200,000,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,000,000
|
|
|
$
|
199,947,000
|
|
Weighted average interest rate on maturing variable-rate debt (based on rates in effect as of September 30, 2018)
|
—
|
%
|
|
3.97
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.97
|
%
|
|
—
|
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
Distributions paid in cash
|
$
|
9,833,000
|
|
|
|
|
$
|
4,006,000
|
|
|
|
||
Distributions reinvested
|
12,435,000
|
|
|
|
|
5,492,000
|
|
|
|
||||
|
$
|
22,268,000
|
|
|
|
|
$
|
9,498,000
|
|
|
|
||
Sources of distributions:
|
|
|
|
|
|
|
|
||||||
Cash flows from operations
|
$
|
15,677,000
|
|
|
70.4
|
%
|
|
$
|
8,849,000
|
|
|
93.2
|
%
|
Offering proceeds
|
6,591,000
|
|
|
29.6
|
|
|
649,000
|
|
|
6.8
|
|
||
|
$
|
22,268,000
|
|
|
100
|
%
|
|
$
|
9,498,000
|
|
|
100
|
%
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
Distributions paid in cash
|
$
|
9,833,000
|
|
|
|
|
$
|
4,006,000
|
|
|
|
||
Distributions reinvested
|
12,435,000
|
|
|
|
|
5,492,000
|
|
|
|
||||
|
$
|
22,268,000
|
|
|
|
|
$
|
9,498,000
|
|
|
|
||
Sources of distributions:
|
|
|
|
|
|
|
|
||||||
FFO attributable to controlling interest
|
$
|
19,132,000
|
|
|
85.9
|
%
|
|
$
|
8,909,000
|
|
|
93.8
|
%
|
Offering proceeds
|
3,136,000
|
|
|
14.1
|
|
|
589,000
|
|
|
6.2
|
|
||
|
$
|
22,268,000
|
|
|
100
|
%
|
|
$
|
9,498,000
|
|
|
100
|
%
|
•
|
a stockholder would be able to resell his or her shares at our estimated per share NAV;
|
•
|
a stockholder would ultimately realize distributions per share equal to our estimated per share NAV upon liquidation of our assets and settlement of our liabilities or a sale of the company;
|
•
|
our shares of common stock would trade at our estimated per share NAV on a national securities exchange;
|
•
|
an independent third-party appraiser or other third-party valuation firm, other than the third-party valuation firm engaged by the board of directors to assist in its determination of the estimated per share NAV, would agree with our estimated per share NAV; or
|
•
|
the methodology used to estimate our per share NAV would be acceptable to FINRA or comply with the Employee Retirement Income Security Act of 1974, or ERISA, reporting requirements.
|
•
|
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;
|
•
|
state or federal agencies imposing fines, penalties and other sanctions on us, our tenants or our operators;
|
•
|
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;
|
•
|
an increase in private litigation against us, our tenants or our operators; and
|
•
|
damage to our reputation in various markets.
|
|
Amount
|
||
Gross offering proceeds — Class T and Class I common stock
|
$
|
587,815,000
|
|
Gross offering proceeds from Class T and Class I shares issued pursuant to the DRIP
|
21,920,000
|
|
|
Total gross offering proceeds
|
609,735,000
|
|
|
Less public offering expenses:
|
|
||
Selling commissions
|
16,231,000
|
|
|
Dealer manager fees
|
17,053,000
|
|
|
Advisor funding of dealer manager fees
|
(11,455,000
|
)
|
|
Other organizational and offering expenses
|
5,954,000
|
|
|
Advisor funding of other organizational and offering expenses
|
(5,954,000
|
)
|
|
Net proceeds from our offering
|
$
|
587,906,000
|
|
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
|
|||||
July 1, 2018 to July 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
(1
|
)
|
August 1, 2018 to August 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
(1
|
)
|
September 1, 2018 to September 30, 2018
|
|
115,847
|
|
|
$
|
9.58
|
|
|
115,847
|
|
|
(1
|
)
|
Total
|
|
115,847
|
|
|
$
|
9.58
|
|
|
115,847
|
|
|
|
(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.
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
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)
|
|
|
|
|
|
|
|
|
November 13, 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)
|
|
|
|
|
|
|
|
|
November 13, 2018
|
|
By:
|
|
/s/ B
RIAN
S. P
EAY
|
|
|
Date
|
|
|
|
|
Brian S. Peay
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
1
|
|
|
|
S-
2
|
|
|
|
S-
3
|
|
|
|
S-
4
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
/s/ Brian S. Peay
|
|||
Name:
|
Brian S. Peay
|
|||
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Iron MOB Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Iron MOB Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Iron MOB Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Mint Hill NC MOB GP, LLC,
|
|||
|
a Delaware limited partnership,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Lafayette LA ALF Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Lafayette LA ALF Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Reno NV MOB Sole Member, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Athens MOB Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Athens MOB Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 SW Illinois Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 SW Illinois Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 SW Illinois Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 SW Illinois Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 SW Illinois Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Northern CA Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Northern CA Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Northern CA Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Northern CA Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Roseburg OR MOB Sole Member, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Fairfield County CT MOB Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Fairfield County CT MOB Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central Wisconsin SC Portfolio, LLC,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central Wisconsin SC Portfolio, LLC,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central FL Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central FL Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central FL Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central FL Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central FL Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central FL Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central FL Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central FL Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
GAHC4 Central FL Senior Housing Portfolio, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
GAHC4 Peninsula FL JV Partner, LLC,
|
|||
|
a Delaware limited liability company,
|
|||
|
its Managing Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV Holdings, LP,
|
|||
|
a Delaware limited partnership,
|
|||
|
its Sole Member
|
|||
|
|
|
|
|
By:
|
Griffin-American Healthcare REIT IV, Inc.
|
|||
|
a Maryland corporation,
|
|||
|
its General Partner
|
|||
|
|
|
|
|
|
By:
|
/s/ Brian S. Peay
|
||
|
Name:
|
Brian S. Peay
|
||
|
Its:
|
Chief Financial Officer
|
By:
|
/s/ Keegan Koch
|
|||
Name:
|
Keegan Koch
|
|||
Title:
|
SVP
|
By:
|
/s/ Keegan Koch
|
|||
Name:
|
Keegan Koch
|
|||
Title:
|
SVP
|
By:
|
/s/ Brian Heagler
|
|||
Name:
|
Brian Heagler
|
|||
Title:
|
Senior Vice President
|
November 13, 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)
|
November 13, 2018
|
|
By:
|
|
/s/ B
RIAN
S. P
EAY
|
Date
|
|
|
|
Brian S. Peay
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
November 13, 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)
|
November 13, 2018
|
|
By:
|
|
/s/ B
RIAN
S. P
EAY
|
Date
|
|
|
|
Brian S. Peay
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|