Summarized Condensed Consolidating Information (Tables)

6 Months Ended

Jun. 30, 2019

Summarized Condensed Consolidating Information [Abstract]

CONDENSED CONSOLIDATING BALANCE SHEETS

JUNE 30, 2019

(in thousands, except share and per share amounts)



	Parent Guarantor			Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Assets:
Real estate investments, net	$	—		$	951,636	$	530,404	$	—		$	1,482,040
Other real estate investments, net	—			23,646		3,079		—			26,725
Cash and cash equivalents	—			2,629		—		—			2,629
Accounts and other receivables, net	—			9,691		14		—			9,705
Prepaid expenses and other assets	—			6,942		5		—			6,947
Deferred financing costs, net	—			3,513		—		—			3,513
Investment in subsidiaries	979,754			510,129		—		(1,489,883		)	—
Intercompany	—			22,720		—		(22,720		)	—
Total assets	$	979,754		$	1,530,906	$	533,502	$	(1,512,603	)	$	1,531,559
Liabilities and Equity:
Senior unsecured notes payable, net	$	—		$	295,532	$	—	$	—		$	295,532
Senior unsecured term loan, net	—			198,608		—		—			198,608
Unsecured revolving credit facility	—			45,000		—		—			45,000
Accounts payable and accrued liabilities	—			12,012		653		—			12,665
Dividends payable	21,617			—		—		—			21,617
Intercompany	—			—		22,720		(22,720		)	—
Total liabilities	21,617			551,152		23,373		(22,720		)	573,422
Equity:
Common stock, $0.01 par value; 500,000,000 shares authorized, 95,073,223 shares issued and outstanding as of June 30, 2019	951			—		—		—			951
Additional paid-in capital	1,161,144			817,519		321,761		(1,139,280		)	1,161,144
Cumulative distributions in excess of earnings	(203,958		)	162,235		188,368		(350,603		)	(203,958		)
Total equity	958,137			979,754		510,129		(1,489,883		)	958,137
Total liabilities and equity	$	979,754		$	1,530,906	$	533,502	$	(1,512,603	)	$	1,531,559

CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2018

(in thousands, except share and per share amounts)



	Parent Guarantor			Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Assets:
Real estate investments, net	$	—		$	887,921	$	328,316	$	—		$	1,216,237
Other real estate investments, net	—			12,299		5,746		—			18,045
Cash and cash equivalents	—			36,792		—		—			36,792
Accounts and other receivables, net	—			9,359		2,028		—			11,387
Prepaid expenses and other assets	—			8,666		2		—			8,668
Deferred financing costs, net	—			633		—		—			633
Investment in subsidiaries	786,030			484,955		—		(1,270,985		)	—
Intercompany	—			—		151,242		(151,242		)	—
Total assets	$	786,030		$	1,440,625	$	487,334	$	(1,422,227	)	$	1,291,762
Liabilities and Equity:
Senior unsecured notes payable, net	$	—		$	295,153	$	—	$	—		$	295,153
Senior unsecured term loan, net	—			99,612		—		—			99,612
Unsecured revolving credit facility	—			95,000		—		—			95,000
Accounts payable and accrued liabilities	—			13,588		2,379		—			15,967
Dividends payable	17,783			—		—		—			17,783
Intercompany	—			151,242		—		(151,242		)	—
Total liabilities	17,783			654,595		2,379		(151,242		)	523,515
Equity:
Common stock, $0.01 par value; 500,000,000 shares authorized, 85,867,044 shares issued and outstanding as of December 31, 2018	859			—		—		—			859
Additional paid-in capital	965,578			661,686		321,761		(983,447		)	965,578
Cumulative distributions in excess of earnings	(198,190		)	124,344		163,194		(287,538		)	(198,190		)
Total equity	768,247			786,030		484,955		(1,270,985		)	768,247
Total liabilities and equity	$	786,030		$	1,440,625	$	487,334	$	(1,422,227	)	$	1,291,762

Condensed Consolidating Income Statements

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2019

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	24,438	$	19,685	$	—		$	44,123
Independent living facilities	—		—		887		—			887
Interest and other income	—		569		622		—			1,191
Total revenues	—		25,007		21,194		—			46,201
Expenses:
Depreciation and amortization	—		7,730		5,707		—			13,437
Interest expense	—		7,285		—		—			7,285
Property taxes	—		402		54		—			456
Independent living facilities	—		—		719		—			719
General and administrative	1,147		3,387		72		—			4,606
Total expenses	1,147		18,804		6,552		—			26,503
Income in Subsidiary	20,845		14,642		—		(35,487		)	—
Net income	$	19,698	$	20,845	$	14,642	$	(35,487	)	$	19,698

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2018

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	20,170	$	14,538	$	—		$	34,708
Tenant reimbursements	—		1,792		1,224		—			3,016
Independent living facilities	—		—		845		—			845
Interest and other income	—		299		101		—			400
Total revenues	—		22,261		16,708		—			38,969
Expenses:
Depreciation and amortization	—		6,717		4,582		—			11,299
Interest expense	—		7,285		—		—			7,285
Property taxes	—		1,792		1,224		—			3,016
Independent living facilities	—		—		744		—			744
General and administrative	931		2,351		76		—			3,358
Total expenses	931		18,145		6,626		—			25,702
Income in Subsidiary	14,198		10,082		—		(24,280		)	—
Net income	$	13,267	$	14,198	$	10,082	$	(24,280	)	$	13,267

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	48,007	$	34,463	$	—		$	82,470
Independent living facilities	—		—		1,747		—			1,747
Interest and other income	—		1,020		622		—			1,642
Total revenues	—		49,027		36,832		—			85,859
Expenses:
Depreciation and amortization	—		15,233		10,106		—			25,339
Interest expense	—		14,145		—		—			14,145
Property taxes	—		1,228		54		—			1,282
Independent living facilities	—		—		1,426		—			1,426
General and administrative	2,141		5,703		72		—			7,916
Total expenses	2,141		36,309		11,658		—			50,108
Income in Subsidiary	37,892		25,174		—		(63,066		)	—
Net income	$	35,751	$	37,892	$	25,174	$	(63,066	)	$	35,751

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	39,568	$	28,956	$	—		$	68,524
Tenant reimbursements	—		3,556		2,428		—			5,984
Independent living facilities	—		—		1,644		—			1,644
Interest and other income	—		722		196		—			918
Total revenues	—		43,846		33,224		—			77,070
Expenses:
Depreciation and amortization	—		13,655		9,221		—			22,876
Interest expense	—		14,377		—		—			14,377
Property taxes	—		3,556		2,428		—			5,984
Independent living facilities	—		—		1,460		—			1,460
General and administrative	1,835		4,639		76		—			6,550
Total expenses	1,835		36,227		13,185		—			51,247
Gain on sale of real estate	—		2,051		—		—			2,051
Income in Subsidiary	29,709		20,039		—		(49,748		)	—
Net income	$	27,874	$	29,709	$	20,039	$	(49,748	)	$	27,874

Condensed Consolidating Statements of Cash Flows

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(in thousands)



	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	—		$	25,720		$	36,018		$	—		$	61,738
Cash flows from investing activities:
Acquisitions of real estate	—			(73,782		)	(212,164		)	—			(285,946		)
Improvements to real estate	—			(51		)	(17		)	—			(68		)
Purchases of equipment, furniture and fixtures	—			(2,610		)	(3		)	—			(2,613		)
Investment in real estate mortgage and other loans receivable	—			(11,389		)	—			—			(11,389		)
Principal payments received on real estate mortgage and other loans receivable	—			482			—			—			482
Repayment of other real estate investment	—			—			2,204			—			2,204
Net proceeds from the sale of real estate	—			131			—			—			131
Distribution from subsidiary	37,685			—			—			(37,685		)	—
Intercompany financing	(193,517		)	(173,962		)	—			367,479			—
Net cash used in investing activities	(155,832		)	(261,181		)	(209,980		)	329,794			(297,199		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	196,041			—			—			—			196,041
Proceeds from the issuance of senior unsecured term loan	—			200,000			—			—			200,000
Borrowings under unsecured revolving credit facility	—			195,000			—			—			195,000
Payments on unsecured revolving credit facility	—			(245,000		)	—			—			(245,000		)
Payments on senior unsecured term loan	—			(100,000		)	—			—			(100,000		)
Payments of deferred financing costs	—			(4,534		)	—			—			(4,534		)
Net-settle adjustment on restricted stock	(2,524		)	—			—			—			(2,524		)
Dividends paid on common stock	(37,685		)	—			—			—			(37,685		)
Distribution to Parent	—			(37,685		)	—			37,685			—
Intercompany financing	—			193,517			173,962			(367,479		)	—
Net cash provided by (used in) financing activities	155,832			201,298			173,962			(329,794		)	201,298
Net decrease in cash and cash equivalents	—			(34,163		)	—			—			(34,163		)
Cash and cash equivalents, beginning of period	—			36,792			—			—			36,792
Cash and cash equivalents, end of period	$	—		$	2,629		$	—		$	—		$	2,629

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2018

(in thousands)



	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities:	$	(7	)	$	12,758		$	29,365		$	—		$	42,116
Cash flows from investing activities:
Acquisitions of real estate	—			(47,310		)	—			—			(47,310		)
Improvements to real estate	—			(495		)	(11		)	—			(506		)
Purchases of equipment, furniture and fixtures	—			(645		)	(57		)	—			(702		)
Investment in real estate mortgage loan receivable	—			(1,390		)	—			—			(1,390		)
Principal payments received on mortgage loan receivable	—			58			—			—			58
Escrow deposit for acquisition of real estate	—			(2,250		)	—			—			(2,250		)
Net proceeds from the sale of real estate	—			13,004			—			—			13,004
Distribution from subsidiary	29,628			—			—			(29,628		)	—
Intercompany financing	(46,252		)	29,297			—			16,955			—
Net cash used in investing activities	(16,624		)	(9,731		)	(68		)	(12,673		)	(39,096		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	47,547			—			—			—			47,547
Borrowings under unsecured revolving credit facility	—			60,000			—			—			60,000
Payments on unsecured revolving credit facility	—			(75,000		)	—			—			(75,000		)
Net-settle adjustment on restricted stock	(1,288		)	—			—			—			(1,288		)
Dividends paid on common stock	(29,628		)	—			—			—			(29,628		)
Distribution to Parent	—			(29,628		)	—			29,628			—
Intercompany financing	—			46,252			(29,297		)	(16,955		)	—
Net cash provided by (used in) financing activities	16,631			1,624			(29,297		)	12,673			1,631
Net increase in cash and cash equivalents	—			4,651			—			—			4,651
Cash and cash equivalents, beginning of period	—			6,909			—			—			6,909
Cash and cash equivalents, end of period	$	—		$	11,560		$	—		$	—		$	11,560