CARETRUST REIT, INC., 10-Q filed on 5/2/2017
Quarterly Report
v3.7.0.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2017
May 01, 2017
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2017  
Document Fiscal Year Focus 2017  
Document Fiscal Period Focus Q1  
Trading Symbol CTRE  
Entity Registrant Name CareTrust REIT, Inc.  
Entity Central Index Key 0001590717  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Common Stock, Shares Outstanding   72,550,973
v3.7.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2017
Dec. 31, 2016
Assets:    
Real estate investments, net $ 940,355 $ 893,918
Other real estate investments 14,027 13,872
Cash and cash equivalents 1,283 7,500
Accounts and other receivables 7,932 5,896
Prepaid expenses and other assets 1,309 1,369
Deferred financing costs, net 2,532 2,803
Total assets 967,438 925,358
Liabilities and Equity:    
Senior unsecured notes payable, net 255,561 255,294
Accounts payable and accrued liabilities 14,063 12,137
Dividends payable 13,422 11,075
Total liabilities 409,491 472,928
Commitments and contingencies
Equity:    
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued and outstanding as of March 31, 2017 and December 31, 2016 0 0
Common stock, $0.01 par value; 500,000,000 shares authorized, 72,000,297 and 64,816,350 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively 720 648
Additional paid-in capital 720,061 611,475
Cumulative distributions in excess of earnings (162,834) (159,693)
Total equity 557,947 452,430
Total liabilities and equity 967,438 925,358
Senior unsecured term loan, net    
Liabilities and Equity:    
Line of credit 99,445 99,422
Unsecured revolving credit facility    
Liabilities and Equity:    
Line of credit $ 27,000 $ 95,000
v3.7.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2017
Dec. 31, 2016
Statement of Financial Position [Abstract]    
Preferred stock, Par Value (in usd per share) $ 0.01 $ 0.01
Preferred stock, Shares Authorized 100,000,000 100,000,000
Preferred stock, Shares Issued 0 0
Preferred stock, Shares Outstanding 0 0
Common stock, Par Value (in usd per share) $ 0.01 $ 0.01
Common stock, Shares Authorized 500,000,000 500,000,000
Common stock, Shares Issued 72,000,297 64,816,350
Common stock, Shares Outstanding 72,000,297 64,816,350
v3.7.0.1
Condensed Consolidated Income Statements - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Revenues:      
Rental income $ 27,339 $ 20,897  
Tenant reimbursements 2,321 1,797  
Independent living facilities 793 681  
Interest and other income 155 254  
Total revenues 30,608 23,629  
Expenses:      
Depreciation and amortization 9,076 7,293  
Interest expense 5,879 6,187  
Property taxes 2,321 1,797  
Independent living facilities 661 620  
General and administrative 2,390 2,230  
Total expenses 20,327 18,127  
Net income $ 10,281 $ 5,502 $ 29,353
Earnings per common share:      
Basic (in usd per share) $ 0.15 $ 0.11  
Diluted (in usd per share) $ 0.15 $ 0.11  
Weighted-average number of common shares:      
Basic (in shares) 66,951 48,101  
Diluted (in shares) 66,951 48,101  
Dividends declared per common share (in usd per share) $ 0.185 $ 0.17 $ 0.68
v3.7.0.1
Condensed Consolidated Statements of Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Cumulative Distributions in Excess of Earnings [Member]
Beginning balance at Dec. 31, 2015 $ 262,288 $ 477 $ 410,217 $ (148,406)
Beginning balance, shares at Dec. 31, 2015   47,664,742    
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Issuance of common stock, net 200,398 $ 170 200,228  
Issuance of common stock, net, shares   17,023,824    
Vesting of restricted common stock, net of shares withheld for employee taxes (515) $ 1 (516)  
Vesting of restricted common stock, net of shares withheld for employee taxes, shares   127,784    
Amortization of stock-based compensation 1,546   1,546  
Common dividend ($0.185 and $0.68 per share for the three months ended 3/31/17 and year ended 12/31/2016, respectively) (in usd per share) (40,640)     (40,640)
Net income 29,353     29,353
Ending balance at Dec. 31, 2016 452,430 $ 648 611,475 (159,693)
Ending balance, shares at Dec. 31, 2016   64,816,350    
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Issuance of common stock, net 108,122 $ 72 108,050  
Issuance of common stock, net, shares   7,174,587    
Vesting of restricted common stock, net of shares withheld for employee taxes, shares   9,360    
Amortization of stock-based compensation 536   536  
Common dividend ($0.185 and $0.68 per share for the three months ended 3/31/17 and year ended 12/31/2016, respectively) (in usd per share) (13,422)     (13,422)
Net income 10,281     10,281
Ending balance at Mar. 31, 2017 $ 557,947 $ 720 $ 720,061 $ (162,834)
Ending balance, shares at Mar. 31, 2017   72,000,297    
v3.7.0.1
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares
3 Months Ended 12 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Statement of Stockholders' Equity [Abstract]      
Common dividend (in usd per share) $ 0.185 $ 0.17 $ 0.68
v3.7.0.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Cash flows from operating activities:    
Net income $ 10,281 $ 5,502
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization (including a below-market ground lease) 9,080 7,293
Amortization of deferred financing costs 561 556
Write-off of deferred financing costs 0 326
Amortization of stock-based compensation 536 431
Straight-line rental income (72) 0
Noncash interest income (155) (254)
Change in operating assets and liabilities:    
Accounts and other receivables (1,964) 115
Prepaid expenses and other assets 13 12
Accounts payable and accrued liabilities 1,886 1,013
Net cash provided by operating activities 20,166 14,994
Cash flows from investing activities:    
Acquisitions of real estate (54,568) (68,000)
Improvements to real estate (89) (27)
Purchases of equipment, furniture and fixtures (117) (17)
Escrow deposit for acquisition of real estate (700) (15,730)
Net cash used in investing activities (55,474) (83,774)
Cash flows from financing activities:    
Proceeds from the issuance of common stock, net 108,166 106,026
Proceeds from the issuance of senior unsecured term loan 0 100,000
Borrowings under unsecured revolving credit facility 45,000 52,000
Payments on unsecured revolving credit facility (113,000) (92,000)
Payments on the mortgage notes payable 0 (95,022)
Payments of deferred financing costs 0 (1,324)
Dividends paid on common stock (11,075) (7,704)
Net cash provided by financing activities 29,091 61,976
Net decrease in cash and cash equivalents (6,217) (6,804)
Cash and cash equivalents beginning of period 7,500 11,467
Cash and cash equivalents end of period 1,283 4,663
Supplemental disclosures of cash flow information:    
Interest paid 1,513 2,103
Supplemental schedule of noncash investing and financing activities:    
Increase in dividends payable 2,347 2,141
Increase in offering costs payable 44 291
Application of escrow deposit to acquisition of real estate $ 700 $ 1,250
v3.7.0.1
Organization
3 Months Ended
Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization
ORGANIZATION
Description of Business—CareTrust REIT, Inc.'s ("CareTrust REIT" or the "Company") primary business consists of acquiring, financing and owning real property to be leased to third-party tenants in the healthcare sector. As of March 31, 2017, the Company owned and leased to independent operators, including The Ensign Group, Inc. ("Ensign"), 158 skilled nursing, skilled nursing campuses, assisted living and independent living facilities consisting of 15,480 operational beds and units located in Arizona, California, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Maryland, Michigan, Minnesota, Nebraska, Nevada, North Carolina, Ohio, Texas, Utah, Virginia, Washington and Wisconsin. The Company also owns and operates three independent living facilities consisting of 264 units located in Texas and Utah. As of March 31, 2017, the Company also had three other real estate investments, consisting of $14.0 million of preferred equity investments.

v3.7.0.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2017
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation—The accompanying condensed consolidated financial statements of the Company reflect, for all periods presented, the historical financial position, results of operations and cash flows of the Company and its consolidated subsidiaries consisting of (i) the net-leased skilled nursing, assisted living and independent living facilities, (ii) the operations of the three independent living facilities that the Company owns and operates and (iii) the preferred equity investments.
The accompanying condensed consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the disclosures required by GAAP for a complete set of annual audited financial statements. The condensed consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. In the opinion of management, all adjustments which are of a normal and recurring nature and considered necessary for a fair presentation of the results of the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year. All intercompany transactions and account balances within the Company have been eliminated.
Estimates and Assumptions—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that the assumptions and estimates used in preparation of the underlying condensed consolidated financial statements are reasonable. Actual results, however, could differ from those estimates and assumptions.
Real Estate Depreciation and Amortization—Real estate costs related to the acquisition and improvement of properties are capitalized and amortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are expensed as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortized over the shorter of the tenant’s lease term or expected useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:
Buildings
 
25-40 years
Building improvements
 
10-25 years
Tenant improvements
 
Shorter of lease term or expected useful life
Integral equipment, furniture and fixtures
 
5 years
Identified intangible assets
 
Shorter of lease term or expected useful life
 
 
Real Estate Acquisition Valuation— In accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations, the Company records the acquisition of income-producing real estate as an asset acquisition. If the acquired assets meet the definition of a business, the Company records the acquisition as a business combination. Under both methods, all assets acquired and liabilities assumed are measured at their acquisition date fair values. For transactions accounted for as business combinations, acquisition costs are expensed as incurred and restructuring costs that do not meet the definition of a liability at the acquisition date are expensed in periods subsequent to the acquisition date. For transactions accounted for as asset acquisitions, acquisition costs are capitalized as incurred.
The Company assesses the acquisition date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methods similar to those used by independent appraisers, generally utilizing a discounted cash flow analysis that applies appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant.
Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities are based on a number of assumptions, including with respect to market lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. The use of inappropriate assumptions would result in an incorrect valuation of the Company’s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company’s net income.
As part of the Company's asset acquisitions, the Company may commit to provide contingent payments to a seller or lessee (e.g., an earn-out payable upon the applicable property achieving certain financial metrics). Typically, when the contingent payments are funded, cash rent is increased by the amount funded multiplied by a rate stipulated in the agreement. Generally, if the contingent payment is an earn-out provided to the seller, the payment is capitalized to the property's basis. If the contingent payment is an earn-out provided to the lessee, the payment is recorded as a lease incentive and is amortized as a yield adjustment over the life of the lease.
Impairment of Long-Lived Assets—At each reporting period, management evaluates the Company’s real estate investments for impairment indicators, including the evaluation of its assets’ useful lives. Management also assesses the carrying value of the Company’s real estate investments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset.
If the Company decides to sell real estate properties, it evaluates the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell.
In the event of impairment, the fair value of the real estate investment is determined by market research, which includes valuing the property in its current use as well as other alternative uses, and involves significant judgment. The Company’s estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. The Company’s ability to accurately estimate future cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While the Company believes its assumptions are reasonable, changes in these assumptions may have a material impact on financial results.
Other Real Estate Investments — Preferred equity investments are accounted for at unpaid principal balance, plus accrued return, net of reserves. The Company recognizes return income on a quarterly basis based on the outstanding investment including any accrued and unpaid return, to the extent there is outside contributed equity or cumulative earnings from operations. As the preferred member of the joint venture, the Company is not entitled to share in the joint venture’s earnings or losses. Rather, the Company is entitled to receive a preferred return, which is deferred if the cash flow of the joint venture is insufficient to pay all of the accrued preferred return. The unpaid accrued preferred return is added to the balance of the preferred equity investment up to the estimated economic outcome assuming a hypothetical liquidation of the book value of the joint venture. Any unpaid accrued preferred return, whether recorded or unrecorded by us, will be repaid upon redemption or as available cash flow is distributed from the joint venture.
The Company evaluates at each reporting period each of its other real estate investments for indicators of impairment. An investment is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. A reserve is established for the excess of the carrying value of the investment over its fair value.
 Cash and Cash Equivalents—Cash and cash equivalents consist of bank term deposits and money market funds with original maturities of three months or less at time of purchase and therefore approximate fair value. The fair value of these investments is determined based on “Level 1” inputs, which consist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. The Company places its cash and short-term investments with high credit quality financial institutions.
The Company’s cash and cash equivalents balance periodically exceeds federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts.
Deferred Financing Costs—External costs incurred from placement of the Company's debt are capitalized and amortized on a straight-line basis over the terms of the related borrowings, which approximates the effective interest method. Amortization of deferred financing costs is classified as interest expense in the Company's condensed consolidated income statements. Accumulated amortization of deferred financing costs was $4.8 million and $4.2 million as of March 31, 2017 and December 31, 2016, respectively.
When financings are terminated, unamortized deferred financing costs, as well as charges incurred for the termination, are expensed at the time the termination is made. Gains and losses from the extinguishment of debt are presented within income from continuing operations in the Company's condensed consolidated income statements.
Revenue Recognition —The Company recognizes rental revenue, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, if any, from tenants under lease arrangements with minimum fixed and determinable increases on a straight-line basis over the non-cancellable term of the related leases when collectability is reasonably assured. Tenant reimbursements of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred and presented gross if the Company is the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk. For each of the three months ended March 31, 2017 and 2016, such tenant reimbursement revenues consist of real estate taxes. Contingent revenue, if any, is not recognized until all possible contingencies have been eliminated.
The Company evaluates the collectability of rents and other receivables on a regular basis based on factors including payment history, the operations, the asset type and current economic conditions. If the Company's evaluation of these factors indicates it may not recover the full value of the receivable, it provides a reserve against the portion of the receivable that it estimates may not be recovered. This analysis requires the Company to determine whether there are factors indicating a receivable may not be fully collectible and to estimate the amount of the receivable that may not be collected. As of March 31, 2017, accounts and other receivables included $2.2 million of property taxes and franchise permit fees related to the Company's properties net-leased to Pristine Senior Living, LLC ("Pristine"). The Company did not reserve any receivables as of March 31, 2017 or December 31, 2016.
Income Taxes—The Company has elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the “Code”). The Company believes it has been organized and has operated, and the Company intends to continue to operate, in a manner to qualify for taxation as a REIT under the Code. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute to its stockholders at least 90% of the Company’s annual REIT taxable income (computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes as qualifying dividends all of its REIT taxable income to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions.  
Stock-Based Compensation—The Company accounts for share-based payment awards in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions with directors, officers and employees except for equity instruments held by employee share ownership plans. Net income reflects stock-based compensation expense of $0.5 million and $0.4 million for the three months ended March 31, 2017 and 2016, respectively.
Concentration of Credit Risk—The Company is subject to concentrations of credit risk consisting primarily of operating leases on the Company's owned properties. See Note 11, Concentration of Risk, for a discussion of major operator concentration.
Segment Disclosures —The Financial Accounting Standards Board ("FASB") accounting guidance regarding disclosures about segments of an enterprise and related information establishes standards for the manner in which public business enterprises report information about operating segments. The Company has one reportable segment consisting of investments in healthcare-related real estate assets.
Earnings (Loss) Per Share—The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC Topic 260, Earnings Per Share. Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities.
Recently Issued Accounting Standards—In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). ASU No. 2014-09 requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU No. 2014-09 supersedes the revenue requirements in Revenue Recognition (Topic 605) and most industry-specific guidance throughout the Industry Topics of the Codification. ASU No. 2014-09 does not apply to lease contracts within the scope of Leases (Topic 840). In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of its new revenue recognition standard by one year. The standard will be effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company is currently assessing the impact of adopting ASU No. 2014-09 but does not believe it will have a material effect on the Company’s consolidated financial statements when adopted.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10) (“ASU No. 2016-01”).  ASU No. 2016-01 updates guidance related to recognition and measurement of financial assets and financial liabilities. ASU No. 2016-01 requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in ASU No. 2016-01 also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in ASU No. 2016-01 eliminate the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU No. 2016-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASU 2016-02 is expected to result in the recognition of a right-to-use asset and related liability to account for the Company's future obligations for which it is the lessee. As of March 31, 2017, the remaining contractual payments under the Company's lease agreements aggregated $0.4 million. Additionally, ASU 2016-02 will require that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under ASU 2016-02, allocated payroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead will be expensed as incurred. Lessors will continue to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The standard permits the use of the modified retrospective transition method. The Company continues to assess the potential effect that the adoption of ASU 2016-02 will have on the Company's consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13") that changes the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. ASU 2016-13 will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures (e.g., loan commitments). ASU 2016-13 is effective for reporting periods beginning after December 15, 2019, with early adoption permitted, and will be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoption of ASU 2016-13 will have on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which provided guidance on certain specific cash flow issues, including, but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investees. ASU 2016-15 is effective for periods beginning after December 15, 2017, with early adoption permitted and shall be applied retrospectively where practicable. The Company does not believe that there will be an impact upon its consolidated financial statements upon adoption.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) ("ASU 2016-18") that will require companies to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 will require a disclosure of a reconciliation between the statement of financial position and the statement of cash flows when the statement of financial position includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. Entities with material restricted cash and restricted cash equivalents balances will be required to disclose the nature of the restrictions. ASU 2016-18 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted, and will be applied retrospectively to all periods presented. As of March 31, 2017 and December 31, 2016, the Company did not have any restricted cash. The Company does not believe that there will be an impact upon its consolidated financial statements upon adoption.

On January 1, 2017, the Company early adopted ASU 2017-01, Business Combinations: Clarifying the Definition of a Business (Topic 805) ("ASU 2017-01") that clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. This update will be applied on a prospective basis and the Company expects that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e., land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.

On January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU No. 2016-09"), that simplifies several aspects of employee share-based payment accounting, including the accounting for forfeitures. ASU 2016-09 allows an entity to make an accounting policy election either to continue to estimate the total number of awards that are expected to vest (current method) or to account for forfeitures when they occur. This entity-wide accounting policy election only applies to service conditions; for performance conditions, the entity continues to assess the probability that such conditions will be achieved. If an entity elects to account for forfeitures when they occur, all nonforfeitable dividends paid on share-based payment awards are initially charged to retained earnings and reclassified to compensation cost only when forfeitures of the underlying awards occur. Under current guidance, nonforfeitable dividends paid on share-based payment awards that are not expected to vest are recognized as additional compensation cost.  The adoption of ASU No. 2016-09 did not have a material effect on the Company's consolidated financial statements.
v3.7.0.1
Real Estate Investments, Net
3 Months Ended
Mar. 31, 2017
Real Estate [Abstract]  
Real Estate Investments, Net
REAL ESTATE INVESTMENTS, NET
The following tables summarize the Company's investment in owned properties as of March 31, 2017, and December 31, 2016 (dollars in thousands):
 
 
March 31,
2017
 
December 31,
2016
Land
$
114,392

 
$
110,648

Buildings and improvements
925,362

 
875,567

Integral equipment, furniture and fixtures
66,098

 
64,120

Identified intangible assets
1,914

 
1,914

Real estate investments
1,107,766

 
1,052,249

Accumulated depreciation and amortization
(167,411
)
 
(158,331
)
Real estate investments, net
$
940,355

 
$
893,918


As of March 31, 2017, 93 of the Company’s 161 facilities were leased to subsidiaries of Ensign under eight master leases (the "Ensign Master Leases") which commenced on June 1, 2014. The obligations under the Ensign Master Leases are guaranteed by Ensign. A default by any subsidiary of Ensign with regard to any facility leased pursuant to an Ensign Master Lease will result in a default under all of the Ensign Master Leases. As of March 31, 2017, annualized revenues from the Ensign Master Leases were $56.5 million and are escalated annually by an amount equal to the product of (1) the lesser of the percentage change in the Consumer Price Index (“CPI”) (but not less than zero) or 2.5%, and (2) the prior year’s rent. In addition to rent, the subsidiaries of Ensign that are tenants under the Ensign Master Leases are solely responsible for the costs related to the leased properties (including property taxes, insurance, and maintenance and repair costs).
As of March 31, 2017, 65 of the Company's 161 facilities were leased to various other operators under triple-net leases. All of these leases contain annual escalators based on CPI, some of which are subject to a cap, or fixed rent escalators.
The Company's three remaining properties as of March 31, 2017 are the independent living facilities that the Company owns and operates.
The Company has only two identified intangible assets which relate to a below-market ground lease and three acquired operating leases. The ground lease has a remaining term of 81 years.
As of March 31, 2017, the Company's total future minimum rental revenues for all of its tenants were (dollars in thousands): 
 
 
Year
Amount
Remaining 2017
$
83,984

2018
112,100

2019
110,195

2020
108,869

2021
108,869

Thereafter
941,040

 
$
1,465,057



 
Recent Real Estate Acquisitions
The following recent real estate acquisitions were accounted for as asset acquisitions:
Premier Senior Living, LLC
In February 2017, the Company acquired two assisted living and memory care facilities with 88 units in the Milwaukee metropolitan area for $26.1 million, which includes capitalized acquisition costs. In connection with the acquisition, the Company amended its triple-net master lease with subsidiaries of Premier Senior Living, LLC. The amended lease has a remaining initial term of approximately 14 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended lease increased by $2.2 million.

WLC Management Firm, LLC
In March 2017, the Company acquired a five facility 455-bed skilled nursing portfolio in Illinois for $29.2 million, which includes capitalized acquisition costs. In connection with the acquisition, the Company entered into a triple-net master lease with affiliates of WLC Management Firm, LLC. The lease carries an initial term of 15 years with two five-year renewal options and CPI-based rent escalators. Initial annual cash rent is $2.9 million under the lease.
v3.7.0.1
Other Real Estate Investments
3 Months Ended
Mar. 31, 2017
Real Estate [Abstract]  
Other Real Estate Investments
OTHER REAL ESTATE INVESTMENTS
In December 2014, the Company completed a $7.5 million preferred equity investment with Signature Senior Living, LLC and Milestone Retirement Communities. The preferred equity investment yields 12.0% calculated on a quarterly basis on the outstanding carrying value of the investment. The investment was used to develop Signature Senior Living at Arvada, a planned 134-unit upscale assisted living and memory care community in Arvada, Colorado constructed on a five-acre site. In connection with its investment, CareTrust REIT obtained an option to purchase the Arvada development at a fixed-formula price upon stabilization, with an initial lease yield of at least 8.0%. The project was completed at the end of the second quarter of 2016 and began lease-up in the third quarter of 2016.

In July 2016, the Company completed a $2.2 million preferred equity investment with an affiliate of Cascadia Development, LLC. The preferred equity investment yields a return equal to prime plus 9.5% but in no event less than 12% calculated on a quarterly basis on the outstanding carrying value of the investment. The investment will be used to develop a 99-bed skilled nursing facility in Nampa, Idaho. In connection with its investment, CareTrust REIT obtained an option to purchase the development at a fixed-formula price upon stabilization, with an initial lease yield of at least 9.0%. The project is expected to be completed by October 2017.

In September 2016, the Company completed a $2.3 million preferred equity investment with an affiliate of Cascadia Development, LLC. The preferred equity investment yields a return equal to prime plus 9.5% but in no event less than 12% calculated on a quarterly basis on the outstanding carrying value of the investment. The investment will be used to develop a 99-bed skilled nursing facility in Boise, Idaho. In connection with its investment, CareTrust REIT obtained an option to purchase the development at a fixed-formula price upon stabilization, with an initial lease yield of at least 9.0%. The project is expected to be completed by early 2018.
During the three months ended March 31, 2017 and 2016, the Company recognized $0.2 million and $0.3 million, respectively, of interest income and these unpaid amounts were added to the outstanding carrying values of these preferred equity investments.
v3.7.0.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2017
Fair Value Disclosures [Abstract]  
Fair Value Measurements
FAIR VALUE MEASUREMENTS
Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired long-lived assets). Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:
 
•
Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
•
Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
•
Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.
Financial Instruments: Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the face values, carrying amounts and fair values of the Company’s financial instruments as of March 31, 2017 and December 31, 2016 using Level 2 inputs, for the senior unsecured notes payable, and Level 3 inputs, for all other financial instruments, is as follows (dollars in thousands):
 
 
 
March 31, 2017
 
December 31, 2016
 
Face
Value
 
Carrying
Amount
 
Fair
Value
 
Face
Value
 
Carrying
Amount
 
Fair
Value
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
Preferred equity investments
$
12,031

 
$
14,027

 
$
14,727

 
$
12,031

 
$
13,872

 
$
14,289

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes payable
$
260,000

 
$
255,561

 
$
267,800

 
$
260,000

 
$
255,294

 
$
265,850


Cash and cash equivalents, accounts and other receivables, and accounts payable and accrued liabilities: These balances approximate their fair values due to the short-term nature of these instruments.
Preferred equity investments: The carrying amounts were accounted for at the unpaid principal balance, plus accrued return, net of reserves, assuming a hypothetical liquidation of the book values of the joint ventures. The fair value of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value and other credit enhancements.
Senior unsecured notes payable: The fair value of the senior unsecured notes payable was determined using third-party quotes derived from orderly trades.
Unsecured revolving credit facility and senior unsecured term loan: The fair values approximate their carrying values as the interest rates are variable and approximate prevailing market interest rates for similar debt arrangements.
v3.7.0.1
Debt
3 Months Ended
Mar. 31, 2017
Debt Disclosure [Abstract]  
Debt
DEBT
The following table summarizes the balance of the Company's indebtedness as of March 31, 2017 and December 31, 2016 (in thousands):
 
March 31, 2017
 
December 31, 2016
 
Principal Amount
Deferred Loan Fees
Carrying Value
 
Principal Amount
Deferred Loan Fees
Carrying Value
Senior unsecured notes payable
$
260,000

$
(4,439
)
$
255,561

 
$
260,000

$
(4,706
)
$
255,294

Senior unsecured term loan
100,000

(555
)
99,445

 
100,000

(578
)
99,422

Unsecured revolving credit facility
27,000

—

27,000

 
95,000

—

95,000

 
$
387,000

$
(4,994
)
$
382,006

 
$
455,000

$
(5,284
)
$
449,716


Senior Unsecured Notes Payable
On May 30, 2014, the Company’s wholly owned subsidiary, CTR Partnership, L.P. (the “Operating Partnership”), and its wholly owned subsidiary, CareTrust Capital Corp. (together with the Operating Partnership, the “Issuers”), completed a private offering of $260.0 million aggregate principal amount of 5.875% Senior Notes due 2021 (the “Notes”). The Notes were issued at par, resulting in gross proceeds of $260.0 million and net proceeds of approximately $253.0 million after deducting underwriting fees and other offering expenses. The Company transferred approximately $220.8 million of the net proceeds of the offering of the Notes to Ensign, and used the remaining portion of the net proceeds of the offering to pay the cash portion of the December 2014 special dividend. The Notes mature on June 1, 2021 and bear interest at a rate of 5.875% per year. Interest on the Notes is payable on June 1 and December 1 of each year, beginning on December 1, 2014. The Issuers subsequently exchanged the Notes for substantially identical notes registered under the Securities Act of 1933, as amended.
The Issuers may redeem the Notes any time before June 1, 2017 at a redemption price of 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus a “make whole” premium described in the indenture governing the Notes and, at any time on or after June 1, 2017, at the redemption prices set forth in the indenture. At any time on or before June 1, 2017, up to 35% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity offerings if at least 65% of the originally issued aggregate principal amount of the Notes remains outstanding. If certain changes of control of the Company occur, holders of the Notes will have the right to require the Issuers to repurchase their Notes at 101% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Company and certain of the Company’s wholly owned existing and, subject to certain exceptions, future material subsidiaries (other than the Issuers); provided, however, that such guarantees are subject to automatic release under certain customary circumstances, including if the subsidiary guarantor is sold or sells all or substantially all of its assets, the subsidiary guarantor is designated “unrestricted” for covenant purposes under the indenture, the subsidiary guarantor’s guarantee of other indebtedness which resulted in the creation of the guarantee of the Notes is terminated or released, or the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied. See Note 12, Summarized Condensed Consolidating Information.
The indenture contains covenants limiting the ability of the Company and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. The indenture also requires the Company and its restricted subsidiaries to maintain a specified ratio of unencumbered assets to unsecured indebtedness. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indenture also contains customary events of default.
As of March 31, 2017, the Company was in compliance with all applicable financial covenants under the indenture.

Unsecured Revolving Credit Facility and Term Loan
On August 5, 2015, the Company, CareTrust GP, LLC, the Operating Partnership, as the borrower, and certain of its wholly-owned subsidiaries entered into a credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender, and the lenders party thereto (the “Credit Agreement”). The Credit Agreement initially provided for an unsecured asset-based revolving credit facility (the “Credit Facility”) with commitments in an aggregate principal amount of $300.0 million from a syndicate of banks and other financial institutions. A portion of the proceeds of the Credit Facility were used to pay off and terminate the Company’s existing secured asset-based revolving credit facility under a credit agreement dated May 30, 2014, with SunTrust Bank, as administrative agent, and the lenders party thereto. On February 1, 2016, the Company entered into the First Amendment (the “Amendment”) to the Credit Agreement. Pursuant to the Amendment, (i) commitments in respect of the Credit Facility were increased by $100.0 million to $400.0 million, (ii) a new $100.0 million non-amortizing unsecured term loan (the “Term Loan”) was funded, and (iii) the uncommitted incremental facility was increased by $50.0 million to $250.0 million. The Credit Facility continues to mature on August 5, 2019, subject to two, six-month extension options. The Term Loan, which matures on February 1, 2023, may be prepaid at any time subject to a 2% premium in the first year after issuance and a 1% premium in the second year after issuance. Approximately $95.0 million of the proceeds of the Term Loan were used to pay off and terminate the Company’s existing secured mortgage indebtedness under the Fifth Amended and Restated Loan Agreement, dated May 30, 2014 (the “GECC Loan”), with General Electric Capital Corporation, as agent and lender, and the other lenders party thereto (the “Refinancing”). The Company expects to use borrowings under the Credit Facility for working capital purposes, to fund acquisitions and for general corporate purposes.
As of March 31, 2017, there was $27.0 million outstanding under the Credit Facility.
The interest rates applicable to loans under the Credit Facility are, at the Company’s option, equal to either a base rate plus a margin ranging from 0.75% to 1.40% per annum or applicable LIBOR plus a margin ranging from 1.75% to 2.40% per annum based on the debt to asset value ratio of the Company and its subsidiaries (subject to decrease at the Company’s election if the Company obtains certain specified investment grade ratings on its senior long term unsecured debt). In addition, the Company pays a commitment fee on the unused portion of the commitments under the Credit Facility of 0.15% or 0.25% per annum, based upon usage of the Credit Facility (unless the Company obtains certain specified investment grade ratings on its senior long term unsecured debt and elects to decrease the applicable margin as described above, in which case the Company will pay a facility fee on the revolving commitments ranging from 0.125% to 0.30% per annum based upon the credit ratings of its senior long term unsecured debt).
Pursuant to the Amendment, the interest rates applicable to the Term Loan are, at the Company’s option, equal to either a base rate plus a margin ranging from 0.95% to 1.60% per annum or applicable LIBOR plus a margin ranging from 1.95% to 2.60% per annum based on the debt to asset value ratio of the Company and its subsidiaries (subject to decrease at the Company’s election if the Company obtains certain specified investment grade ratings on its senior long term unsecured debt).
The Credit Facility and Term Loan are guaranteed, jointly and severally, by the Company and its wholly-owned subsidiaries that are party to the Credit Agreement (other than the Operating Partnership). The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. The Credit Agreement requires the Company to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to asset value ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, a maximum cash distributions to operating income ratio, a maximum secured debt to asset value ratio and a maximum secured recourse debt to asset value ratio. The Credit Agreement also contains certain customary events of default, including that the Company is required to operate in conformity with the requirements for qualification and taxation as a REIT.
As of March 31, 2017, the Company was in compliance with all applicable financial covenants under the Credit Agreement.
Interest Expense
During the three months ended March 31, 2017, the Company incurred $5.9 million of interest expense. Included in interest expense was $0.6 million of amortization of deferred financing costs. During the three months ended March 31, 2016, the Company incurred $6.2 million of interest expense. Included in interest expense was $0.6 million of amortization of deferred financing costs and a $0.3 million write-off of deferred financing costs associated with the payoff of the GECC Loan. As of March 31, 2017 and December 31, 2016, the Company’s interest payable was $5.1 million and $1.3 million, respectively.
v3.7.0.1
Equity
3 Months Ended
Mar. 31, 2017
Equity [Abstract]  
Equity
EQUITY
Common Stock
At-The-Market Offering—During the second quarter of 2016, the Company entered into an equity distribution agreement to issue and sell, from time to time, up to $125.0 million in aggregate offering price of shares of the Company's common stock (the "ATM Program"). Sales of common stock may be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings. During the three months ended March 31, 2017, the Company sold 7,174,587 shares of common stock under the ATM Program at an average price of $15.31 per share for $109.8 million in gross proceeds. In conjunction with the sale of common stock, the Company reclassified $44,000 of prepaid accumulated costs associated with the ATM Program to additional paid in capital. At March 31, 2017, the Company had approximately $1.0 million available for future issuances under the ATM Program.
Dividends on Common Stock—During the first quarter of 2017, the Company's Board of Directors declared a quarterly cash dividend of $0.185 per share of common stock, payable on April 14, 2017 to common stockholders of record as of March 31, 2017.
v3.7.0.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation
STOCK-BASED COMPENSATION
All stock-based awards are subject to the terms of the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the “Plan”). The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company.
Restricted Stock Awards — In connection with the separation of Ensign's healthcare business and its real estate business into two separate and independently publicly traded companies (the "Spin-Off"), employees of Ensign who had unvested shares of restricted stock were given one share of CareTrust REIT unvested restricted stock totaling 207,580 shares at the Spin-Off. These restricted shares are subject to a time vesting provision only and the Company does not recognize any stock compensation expense associated with these awards. During the three months ended March 31, 2017, 11,340 shares vested or were forfeited. As of March 31, 2017, there were 30,840 unvested restricted stock awards outstanding.
In February 2017, the Compensation Committee of the Company's Board of Directors granted 233,768 shares of restricted stock to officers and employees. Each share had a fair market value on the date of grant of $15.21 per share, based on the market price of the Company's common stock on that date, and the shares vest in three equal annual installments beginning on the first anniversary of the grant date.
During the three months ended March 31, 2017 and 2016, the Company recognized $0.5 million and $0.4 million of stock-based compensation expense, respectively. As of March 31, 2017, there was $5.4 million of unamortized stock-based compensation expense related to unvested awards and the weighted-average remaining vesting period of such awards was 2.4 years.
v3.7.0.1
Earnings Per Common Share
3 Months Ended
Mar. 31, 2017
Earnings Per Share [Abstract]  
Earnings Per Common Share
EARNINGS PER COMMON SHARE
The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2017 and 2016, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS (amounts in thousands, except per share amounts):
 
 
For the Three Months Ended March 31,
 
2017
 
2016
Numerator:
 
 
 
Net income
$
10,281

 
$
5,502

Less: Net income allocated to participating securities
(102
)
 
(78
)
Numerator for basic and diluted earnings available to common stockholders
$
10,179

 
$
5,424

Denominator:
 
 
 
Weighted-average basic common shares outstanding
66,951

 
48,101

Weighted-average diluted common shares outstanding
66,951

 
48,101

 
 
 
 
Earnings per common share, basic
$
0.15

 
$
0.11

Earnings per common share, diluted
$
0.15

 
$
0.11


The Company’s unvested restricted shares associated with its incentive award plan and unvested restricted shares issued to employees of Ensign at the Spin-Off have been excluded from the above calculation of earnings per diluted share for the three months ended March 31, 2017 and 2016, as their inclusion would have been anti-dilutive.
v3.7.0.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
COMMITMENTS AND CONTINGENCIES
U.S. Government Settlement—In October 2013, Ensign completed and executed a settlement agreement (the “Settlement Agreement”) with the U.S. Department of Justice (“DOJ”). This settlement agreement fully and finally resolved a DOJ investigation of Ensign related primarily to claims submitted to the Medicare program for rehabilitation services provided at skilled nursing facilities in California and certain ancillary claims. Pursuant to the Settlement Agreement, Ensign made a single lump-sum remittance to the government in the amount of $48.0 million in October 2013. Ensign denied engaging in any illegal conduct and agreed to the settlement amount without any admission of wrongdoing in order to resolve the allegations and avoid the uncertainty and expense of protracted litigation.
In connection with the settlement and effective as of October 1, 2013, Ensign entered into a five-year corporate integrity agreement with the Office of Inspector General-HHS (the “CIA”). The CIA acknowledges the existence of Ensign’s current compliance program, and requires that Ensign continue during the term of the CIA to maintain a compliance program designed to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs. Ensign is also required to maintain several elements of its existing program during the term of the CIA, including maintaining a compliance officer, a compliance committee of the board of directors, and a code of conduct. The CIA requires that Ensign conduct certain additional compliance-related activities during the term of the CIA, including various training and monitoring procedures, and maintaining a disciplinary process for compliance obligations.
 
Participation in federal healthcare programs by Ensign is not affected by the Settlement Agreement or the CIA. In the event of an uncured material breach of the CIA, Ensign could be excluded from participation in federal healthcare programs and/or subject to prosecution. The Company is subject to certain continuing operational obligations as part of Ensign’s compliance program pursuant to the CIA, but otherwise has no liability related to the DOJ investigation.
Legal Matters—The Company and its subsidiaries are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which are not individually or in the aggregate anticipated to have a material adverse effect on the Company's results of operations, financial condition or cash flows. Claims and lawsuits may include matters involving general or professional liability asserted against the Company's tenants, which are the responsibility of the Company's tenants and for which the Company is entitled to be indemnified by its tenants under the insurance and indemnification provisions in the applicable leases.
v3.7.0.1
Concentration of Risk
3 Months Ended
Mar. 31, 2017
Risks and Uncertainties [Abstract]  
Concentration of Risk
CONCENTRATION OF RISK
Major operator concentration – As of March 31, 2017, Ensign leased 93 skilled nursing, assisted living and independent living facilities which had a total of 9,916 licensed beds and are located in Arizona, California, Colorado, Idaho, Iowa, Nebraska, Nevada, Texas, Utah and Washington. The four states in which Ensign leases the highest concentration of properties are California, Texas, Utah and Arizona.
Additionally, on October 1, 2015, the Company acquired the Liberty Healthcare Portfolio, a 14 facility skilled nursing and assisted living portfolio in Ohio, for $176.5 million inclusive of transaction costs. The Company has now leased 16 facilities to subsidiaries of Pristine pursuant to a triple-net master lease entered into effective as of October 1, 2015, which has an initial term of 15 years, two five-year renewal options and no purchase options. As of March 31, 2017, the annual revenues from the Pristine master lease are $18.5 million and are escalated annually by an amount equal to the product of (1) the lesser of the percentage change in the Consumer Price Index (but not less than zero) or 3.0%, and (2) the prior year’s rent. The Pristine master lease is guaranteed by Pristine and its sole principal.
Ensign is subject to the registration and reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Ensign’s financial statements, as filed with the SEC, can be found at Ensign’s website http://www.ensigngroup.net.
v3.7.0.1
Summarized Condensed Consolidating Information
3 Months Ended
Mar. 31, 2017
Summarized Condensed Consolidating Information [Abstract]  
Summarized Condensed Consolidating Information
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION
The 5.875% Senior Notes due 2021 issued by the Operating Partnership and CareTrust Capital Corp. on May 30, 2014 are jointly and severally, fully and unconditionally, guaranteed by CareTrust REIT, Inc., as the parent guarantor (the “Parent Guarantor”), and certain wholly owned subsidiaries of the Parent Guarantor other than the Issuers (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), subject to automatic release under certain customary circumstances, including if the Subsidiary Guarantor is sold or sells all or substantially all of its assets, the Subsidiary Guarantor is designated “unrestricted” for covenant purposes under the indenture governing the Notes, the Subsidiary Guarantor’s guarantee of other indebtedness which resulted in the creation of the guarantee of the Notes is terminated or released, or the requirements for legal defeasance or covenant defeasance or to discharge the Indenture have been satisfied.
The following provides information regarding the entity structure of the Parent Guarantor, the Issuers and the Subsidiary Guarantors:
CareTrust REIT, Inc. – The Parent Guarantor was formed on October 29, 2013 in anticipation of the Spin-Off and the related transactions and was a wholly owned subsidiary of Ensign prior to the effective date of the Spin-Off on June 1, 2014. The Parent Guarantor did not conduct any operations or have any business prior to the date of issuance of the Notes and the consummation of the Spin-Off related transactions.
CTR Partnership, L.P. and CareTrust Capital Corp. – The Issuers, each of which is a wholly owned subsidiary of the Parent Guarantor, were formed on May 8, 2014 and May 9, 2014, respectively, in anticipation of the Spin-Off and the related transactions. The Issuers did not conduct any operations or have any business prior to the date of issuance of the Notes and the consummation of the Spin-Off related transactions.
Subsidiary Guarantors – Each of the Subsidiary Guarantors is a wholly owned subsidiary of the Parent Guarantor. Prior to the consummation of the Spin-Off, each of the Subsidiary Guarantors was a wholly owned subsidiary of Ensign. These subsidiary entities consist of the Subsidiary Guarantors (other than the general partner of the Operating Partnership which was formed on May 8, 2014 in anticipation of the Spin-Off and the related transactions) and the Non-Guarantor Subsidiaries.

Pursuant to Rule 3-10 of Regulation S-X, the following summarized consolidating information is provided for the
Parent Guarantor, the Issuers, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries with respect to the Notes. This summarized financial information has been prepared from the financial statements of the Company and the books and records maintained by the Company.










CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 2017
(in thousands, except share and per share amounts)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Assets:
 
 
 
 
 
 
 
 
 
 
 
Real estate investments, net
$
—

 
$
578,921

 
$
323,972

 
$
37,462

 
$
—

 
$
940,355

Other real estate investments
—

 
—

 
14,027

 
—

 
—

 
14,027

Cash and cash equivalents
—

 
1,283

 
—

 
—

 
—

 
1,283

Accounts and other receivables
—

 
5,749

 
1,924

 
259

 
—

 
7,932

Prepaid expenses and other assets
—

 
1,307

 
2

 
—

 
—

 
1,309

Deferred financing costs, net
—

 
2,532

 
—

 
—

 
—

 
2,532

Investment in subsidiaries
571,369

 
410,841

 
—

 
—

 
(982,210
)
 
—

Intercompany
—

 
—

 
113,655

 
—

 
(113,655
)
 
—

Total assets
$
571,369

 
$
1,000,633

 
$
453,580

 
$
37,721

 
$
(1,095,865
)
 
$
967,438

Liabilities and Equity:
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes payable, net
$
—

 
$
255,561

 
$
—

 
$
—

 
$
—

 
$
255,561

Senior unsecured term loan, net
—

 
99,445

 
—

 
—

 
—

 
99,445

Unsecured revolving credit facility
—

 
27,000

 
—

 
—

 
—

 
27,000

Accounts payable and accrued liabilities
—

 
11,683

 
2,121

 
259

 
—

 
14,063

Dividends payable
13,422

 
—

 
—

 
—

 
—

 
13,422

Intercompany
—

 
35,575

 
—

 
78,080

 
(113,655
)
 
—

Total liabilities
13,422

 
429,264

 
2,121

 
78,339

 
(113,655
)
 
409,491

Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.01 par value; 500,000,000 shares authorized, 72,000,297 issued and outstanding as of March 31, 2017
720

 
—

 
—

 
—

 
—

 
720

Additional paid-in capital
720,061

 
526,486

 
374,660

 
(52,899
)
 
(848,247
)
 
720,061

Cumulative distributions in excess of earnings
(162,834
)
 
44,883

 
76,799

 
12,281

 
(133,963
)
 
(162,834
)
Total equity
557,947

 
571,369

 
451,459

 
(40,618
)
 
(982,210
)
 
557,947

Total liabilities and equity
$
571,369

 
$
1,000,633

 
$
453,580

 
$
37,721

 
$
(1,095,865
)
 
$
967,438

CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2016
(in thousands, except share and per share amounts)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Assets:
 
 
 
 
 
 
 
 
 
 
 
Real estate investments, net
$
—

 
$
527,639

 
$
328,137

 
$
38,142

 
$
—

 
$
893,918

Other real estate investments
—

 
—

 
13,872

 
—

 
—

 
13,872

Cash and cash equivalents
—

 
7,500

 
—

 
—

 
—

 
7,500

Accounts receivable
—

 
3,743

 
2,020

 
133

 
—

 
5,896

Prepaid expenses and other assets
—

 
1,366

 
3

 
—

 
—

 
1,369

Deferred financing costs, net
—

 
2,803

 
—

 
—

 
—

 
2,803

Investment in subsidiaries
463,505

 
401,328

 
—

 
—

 
(864,833
)
 
—

Intercompany
—

 
—

 
102,273

 
—

 
(102,273
)
 
—

Total assets
$
463,505

 
$
944,379

 
$
446,305

 
$
38,275

 
$
(967,106
)
 
$
925,358

Liabilities and Equity:
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes payable, net
$
—

 
$
255,294

 
$
—

 
$
—

 
$
—

 
$
255,294

Unsecured revolving credit facility
—

 
95,000

 
—

 
—

 
—

 
95,000

Senior unsecured term loan, net
—

 
99,422

 
—

 
—

 
—

 
99,422

Accounts payable and accrued liabilities
—

 
9,713

 
2,291

 
133

 
—

 
12,137

Dividends payable
11,075

 
—

 
—

 
—

 
—

 
11,075

Intercompany
—

 
21,445

 
—

 
80,828

 
(102,273
)
 
—

Total liabilities
11,075

 
480,874

 
2,291

 
80,961

 
(102,273
)
 
472,928

Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.01 par value; 500,000,000 shares authorized, 64,816,350 shares issued and outstanding as of December 31, 2016
648

 
—

 
—

 
—

 
—

 
648

Additional paid-in capital
611,475

 
429,453

 
374,660

 
(52,899
)
 
(751,214
)
 
611,475

Cumulative distributions in excess of earnings
(159,693
)
 
34,052

 
69,354

 
10,213

 
(113,619
)
 
(159,693
)
Total equity
452,430

 
463,505

 
444,014

 
(42,686
)
 
(864,833
)
 
452,430

Total liabilities and equity
$
463,505

 
$
944,379

 
$
446,305

 
$
38,275

 
$
(967,106
)
 
$
925,358



 
 
CONDENSED CONSOLIDATING INCOME STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2017
(in thousands)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental income
$
—

 
$
13,223

 
$
11,368

 
$
2,748

 
$
—

 
$
27,339

Tenant reimbursements
—

 
1,078

 
1,117

 
126

 
—

 
2,321

Independent living facilities
—

 
—

 
793

 
—

 
—

 
793

Interest and other income
—

 
—

 
155

 
—

 
—

 
155

Total revenues
—

 
14,301

 
13,433

 
2,874

 
—

 
30,608

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
—

 
4,186

 
4,210

 
680

 
—

 
9,076

Interest expense
—

 
5,879

 
—

 
—

 
—

 
5,879

Property taxes
—

 
1,078

 
1,117

 
126

 
—

 
2,321

Independent living facilities
—

 
—

 
661

 
—

 
—

 
661

General and administrative
550

 
1,840

 
—

 
—

 
—

 
2,390

Total expenses
550

 
12,983

 
5,988

 
806

 
—

 
20,327

Income in Subsidiary
10,831

 
9,513

 
—

 
—

 
(20,344
)
 
—

Net income
$
10,281

 
$
10,831

 
$
7,445

 
$
2,068

 
$
(20,344
)
 
$
10,281

CONDENSED CONSOLIDATING INCOME STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2016
(in thousands)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Revenues:

 
 
 
 
 
 
 
 
 
 
Rental income
$
—

 
$
6,897

 
$
11,275

 
$
2,725

 
$
—

 
$
20,897

Tenant reimbursements
—

 
566

 
1,099

 
132

 
—

 
1,797

Independent living facilities
—

 
—

 
681

 
—

 
—

 
681

Interest and other income
—

 
—

 
254

 
—

 
—

 
254

Total revenues
—

 
7,463

 
13,309

 
2,857

 
—

 
23,629

Expenses:

 

 

 

 

 

Depreciation and amortization
—

 
2,146

 
4,433

 
714

 
—

 
7,293

Interest expense
—

 
5,372

 
—

 
815

 
—

 
6,187

Property taxes
—

 
566

 
1,099

 
132

 
—

 
1,797

Independent living facilities
—

 
—

 
620

 
—

 
—

 
620

General and administrative
433

 
1,731

 
49

 
17

 
—

 
2,230

Total expenses
433

 
9,815

 
6,201

 
1,678

 
—

 
18,127

Income in Subsidiary
5,935

 
8,287

 
—

 
—

 
(14,222
)
 
—

Net income
$
5,502

 
$
5,935

 
$
7,108

 
$
1,179

 
$
(14,222
)
 
$
5,502



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2017
(in thousands)
 
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Cash flows from operating activities:

 
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$
(14
)
 
$
6,001

 
$
11,431

 
$
2,748

 
$
—

 
$
20,166

Cash flows from investing activities:

 

 

 

 

 

Acquisitions of real estate
—

 
(54,568
)
 
—

 
—

 
—

 
(54,568
)
Improvements to real estate
—

 
(64
)
 
(25
)
 
—

 
—

 
(89
)
Purchases of equipment, furniture and fixtures
—

 
(93
)
 
(24
)
 
—

 
—

 
(117
)
Escrow deposit for acquisition of real estate
—

 
(700
)
 
—

 
—

 
—

 
(700
)
Distribution from subsidiary
11,075

 
—

 
—

 
—

 
(11,075
)
 
—

Intercompany financing
(108,152
)
 
14,130

 
—

 
—

 
94,022

 
—

Net cash used in investing activities
(97,077
)
 
(41,295
)
 
(49
)
 
—

 
82,947

 
(55,474
)
Cash flows from financing activities:

 

 

 

 

 

Proceeds from the issuance of common stock, net
108,166

 
—

 
—

 
—

 
—

 
108,166

Borrowings under unsecured revolving credit facility
—

 
45,000

 
—

 
—

 
—

 
45,000

Payments on unsecured revolving credit facility
—

 
(113,000
)
 
—

 
—

 
—

 
(113,000
)
Dividends paid on common stock
(11,075
)
 
—

 
—

 
—

 
—

 
(11,075
)
Distribution to Parent
—

 
(11,075
)
 
—

 
—

 
11,075

 
—

Intercompany financing
—

 
108,152

 
(11,382
)
 
(2,748
)
 
(94,022
)
 
—

Net cash provided by (used in) financing activities
97,091

 
29,077

 
(11,382
)
 
(2,748
)
 
(82,947
)
 
29,091

Net decrease in cash and cash equivalents
—

 
(6,217
)
 
—

 
—

 
—

 
(6,217
)
Cash and cash equivalents beginning of period
—

 
7,500

 
—

 
—

 
—

 
7,500

Cash and cash equivalents end of period
$
—

 
$
1,283

 
$
—

 
$
—

 
$
—

 
$
1,283


 
 
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2016
(in thousands)
 
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Cash flows from operating activities:

 
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$
(2
)
 
$
2,013

 
$
11,193

 
$
1,790

 
$
—

 
$
14,994

Cash flows from investing activities:

 

 

 

 

 

Acquisitions of real estate
—

 
(68,000
)
 
—

 
—

 
—

 
(68,000
)
Improvements to real estate
—

 
—

 
(27
)
 
—

 
—

 
(27
)
Purchases of equipment, furniture and fixtures
—

 
—

 
(17
)
 
—

 
—

 
(17
)
Escrow deposit for acquisition of real estate
—

 
(15,730
)
 
—

 
—

 
—

 
(15,730
)
Distribution from subsidiary
7,704

 
—

 
—

 
—

 
(7,704
)
 
—

Intercompany financing
(106,024
)
 
(82,083
)
 
—

 
—

 
188,107

 
—

Net cash used in investing activities
(98,320
)
 
(165,813
)
 
(44
)
 
—

 
180,403

 
(83,774
)
Cash flows from financing activities:

 

 

 

 

 

Proceeds from the issuance of common stock, net
106,026

 
—

 
—

 
—

 
—

 
106,026

Proceeds from the issuance of senior unsecured term loan
—

 
100,000

 
—

 
—

 
—

 
100,000

Borrowings under unsecured revolving credit facility
—

 
52,000

 
—

 
—

 
—

 
52,000

Payments on unsecured revolving credit facility
—

 
(92,000
)
 
—

 
—

 
—

 
(92,000
)
Payments on the mortgage notes payable
—

 
—

 
—

 
(95,022
)
 
—

 
(95,022
)
Payments of deferred financing costs
—

 
(1,324
)
 
—

 
—

 
—

 
(1,324
)
Dividends paid on common stock
(7,704
)
 
—

 
—

 
—

 
—

 
(7,704
)
Distribution to Parent
—

 
(7,704
)
 
—

 
—

 
7,704

 
—

Intercompany financing
—

 
106,024

 
(11,149
)
 
93,232

 
(188,107
)
 
—

Net cash provided by (used in) financing activities
98,322

 
156,996

 
(11,149
)
 
(1,790
)
 
(180,403
)
 
61,976

Net decrease in cash and cash equivalents
—

 
(6,804
)
 
—

 
—

 
—

 
(6,804
)
Cash and cash equivalents beginning of period
—

 
11,467

 
—

 
—

 
—

 
11,467

Cash and cash equivalents end of period
$
—

 
$
4,663

 
$
—

 
$
—

 
$
—

 
$
4,663

v3.7.0.1
Subsequent Events
3 Months Ended
Mar. 31, 2017
Subsequent Events [Abstract]  
Subsequent Events
SUBSEQUENT EVENTS
The Company evaluates subsequent events in accordance with ASC Topic 855, Subsequent Events. The Company evaluates subsequent events up until the date the condensed consolidated financial statements are issued.
v3.7.0.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2017
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation—The accompanying condensed consolidated financial statements of the Company reflect, for all periods presented, the historical financial position, results of operations and cash flows of the Company and its consolidated subsidiaries consisting of (i) the net-leased skilled nursing, assisted living and independent living facilities, (ii) the operations of the three independent living facilities that the Company owns and operates and (iii) the preferred equity investments.
The accompanying condensed consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the disclosures required by GAAP for a complete set of annual audited financial statements. The condensed consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. In the opinion of management, all adjustments which are of a normal and recurring nature and considered necessary for a fair presentation of the results of the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year. All intercompany transactions and account balances within the Company have been eliminated.
Estimates and Assumptions
Estimates and Assumptions—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that the assumptions and estimates used in preparation of the underlying condensed consolidated financial statements are reasonable. Actual results, however, could differ from those estimates and assumptions.
Real Estate Depreciation and Amortization
Real Estate Depreciation and Amortization—Real estate costs related to the acquisition and improvement of properties are capitalized and amortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are expensed as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortized over the shorter of the tenant’s lease term or expected useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:
Buildings
 
25-40 years
Building improvements
 
10-25 years
Tenant improvements
 
Shorter of lease term or expected useful life
Integral equipment, furniture and fixtures
 
5 years
Identified intangible assets
 
Shorter of lease term or expected useful life
Real Estate Acquisition Valuation
Real Estate Acquisition Valuation— In accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations, the Company records the acquisition of income-producing real estate as an asset acquisition. If the acquired assets meet the definition of a business, the Company records the acquisition as a business combination. Under both methods, all assets acquired and liabilities assumed are measured at their acquisition date fair values. For transactions accounted for as business combinations, acquisition costs are expensed as incurred and restructuring costs that do not meet the definition of a liability at the acquisition date are expensed in periods subsequent to the acquisition date. For transactions accounted for as asset acquisitions, acquisition costs are capitalized as incurred.
The Company assesses the acquisition date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methods similar to those used by independent appraisers, generally utilizing a discounted cash flow analysis that applies appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant.
Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities are based on a number of assumptions, including with respect to market lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. The use of inappropriate assumptions would result in an incorrect valuation of the Company’s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company’s net income.
As part of the Company's asset acquisitions, the Company may commit to provide contingent payments to a seller or lessee (e.g., an earn-out payable upon the applicable property achieving certain financial metrics). Typically, when the contingent payments are funded, cash rent is increased by the amount funded multiplied by a rate stipulated in the agreement. Generally, if the contingent payment is an earn-out provided to the seller, the payment is capitalized to the property's basis. If the contingent payment is an earn-out provided to the lessee, the payment is recorded as a lease incentive and is amortized as a yield adjustment over the life of the lease.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets—At each reporting period, management evaluates the Company’s real estate investments for impairment indicators, including the evaluation of its assets’ useful lives. Management also assesses the carrying value of the Company’s real estate investments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset.
If the Company decides to sell real estate properties, it evaluates the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell.
In the event of impairment, the fair value of the real estate investment is determined by market research, which includes valuing the property in its current use as well as other alternative uses, and involves significant judgment. The Company’s estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. The Company’s ability to accurately estimate future cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While the Company believes its assumptions are reasonable, changes in these assumptions may have a material impact on financial results.
Other Real Estate Investments
Other Real Estate Investments — Preferred equity investments are accounted for at unpaid principal balance, plus accrued return, net of reserves. The Company recognizes return income on a quarterly basis based on the outstanding investment including any accrued and unpaid return, to the extent there is outside contributed equity or cumulative earnings from operations. As the preferred member of the joint venture, the Company is not entitled to share in the joint venture’s earnings or losses. Rather, the Company is entitled to receive a preferred return, which is deferred if the cash flow of the joint venture is insufficient to pay all of the accrued preferred return. The unpaid accrued preferred return is added to the balance of the preferred equity investment up to the estimated economic outcome assuming a hypothetical liquidation of the book value of the joint venture. Any unpaid accrued preferred return, whether recorded or unrecorded by us, will be repaid upon redemption or as available cash flow is distributed from the joint venture.
The Company evaluates at each reporting period each of its other real estate investments for indicators of impairment. An investment is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. A reserve is established for the excess of the carrying value of the investment over its fair value.
Cash and Cash Equivalents
Cash and Cash Equivalents—Cash and cash equivalents consist of bank term deposits and money market funds with original maturities of three months or less at time of purchase and therefore approximate fair value. The fair value of these investments is determined based on “Level 1” inputs, which consist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. The Company places its cash and short-term investments with high credit quality financial institutions.
The Company’s cash and cash equivalents balance periodically exceeds federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts.
Deferred Financing Costs
Deferred Financing Costs—External costs incurred from placement of the Company's debt are capitalized and amortized on a straight-line basis over the terms of the related borrowings, which approximates the effective interest method. Amortization of deferred financing costs is classified as interest expense in the Company's condensed consolidated income statements. Accumulated amortization of deferred financing costs was $4.8 million and $4.2 million as of March 31, 2017 and December 31, 2016, respectively.
When financings are terminated, unamortized deferred financing costs, as well as charges incurred for the termination, are expensed at the time the termination is made. Gains and losses from the extinguishment of debt are presented within income from continuing operations in the Company's condensed consolidated income statements.
Revenue Recognition
Revenue Recognition —The Company recognizes rental revenue, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, if any, from tenants under lease arrangements with minimum fixed and determinable increases on a straight-line basis over the non-cancellable term of the related leases when collectability is reasonably assured. Tenant reimbursements of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred and presented gross if the Company is the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk. For each of the three months ended March 31, 2017 and 2016, such tenant reimbursement revenues consist of real estate taxes. Contingent revenue, if any, is not recognized until all possible contingencies have been eliminated.
The Company evaluates the collectability of rents and other receivables on a regular basis based on factors including payment history, the operations, the asset type and current economic conditions. If the Company's evaluation of these factors indicates it may not recover the full value of the receivable, it provides a reserve against the portion of the receivable that it estimates may not be recovered. This analysis requires the Company to determine whether there are factors indicating a receivable may not be fully collectible and to estimate the amount of the receivable that may not be collected.
Income Taxes
Income Taxes—The Company has elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the “Code”). The Company believes it has been organized and has operated, and the Company intends to continue to operate, in a manner to qualify for taxation as a REIT under the Code. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute to its stockholders at least 90% of the Company’s annual REIT taxable income (computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes as qualifying dividends all of its REIT taxable income to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions.
Stock-Based Compensation
Stock-Based Compensation—The Company accounts for share-based payment awards in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions with directors, officers and employees except for equity instruments held by employee share ownership plans.
Concentration of Credit Risk
Concentration of Credit Risk—The Company is subject to concentrations of credit risk consisting primarily of operating leases on the Company's owned properties. See Note 11, Concentration of Risk, for a discussion of major operator concentration.
Segment Disclosures
Segment Disclosures —The Financial Accounting Standards Board ("FASB") accounting guidance regarding disclosures about segments of an enterprise and related information establishes standards for the manner in which public business enterprises report information about operating segments. The Company has one reportable segment consisting of investments in healthcare-related real estate assets.
Earnings (Loss) Per Share
Earnings (Loss) Per Share—The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC Topic 260, Earnings Per Share. Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities.
Recently Issued Accounting Standards
Recently Issued Accounting Standards—In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). ASU No. 2014-09 requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU No. 2014-09 supersedes the revenue requirements in Revenue Recognition (Topic 605) and most industry-specific guidance throughout the Industry Topics of the Codification. ASU No. 2014-09 does not apply to lease contracts within the scope of Leases (Topic 840). In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of its new revenue recognition standard by one year. The standard will be effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company is currently assessing the impact of adopting ASU No. 2014-09 but does not believe it will have a material effect on the Company’s consolidated financial statements when adopted.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10) (“ASU No. 2016-01”).  ASU No. 2016-01 updates guidance related to recognition and measurement of financial assets and financial liabilities. ASU No. 2016-01 requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in ASU No. 2016-01 also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in ASU No. 2016-01 eliminate the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU No. 2016-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASU 2016-02 is expected to result in the recognition of a right-to-use asset and related liability to account for the Company's future obligations for which it is the lessee. As of March 31, 2017, the remaining contractual payments under the Company's lease agreements aggregated $0.4 million. Additionally, ASU 2016-02 will require that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under ASU 2016-02, allocated payroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead will be expensed as incurred. Lessors will continue to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The standard permits the use of the modified retrospective transition method. The Company continues to assess the potential effect that the adoption of ASU 2016-02 will have on the Company's consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13") that changes the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. ASU 2016-13 will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures (e.g., loan commitments). ASU 2016-13 is effective for reporting periods beginning after December 15, 2019, with early adoption permitted, and will be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoption of ASU 2016-13 will have on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which provided guidance on certain specific cash flow issues, including, but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investees. ASU 2016-15 is effective for periods beginning after December 15, 2017, with early adoption permitted and shall be applied retrospectively where practicable. The Company does not believe that there will be an impact upon its consolidated financial statements upon adoption.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) ("ASU 2016-18") that will require companies to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 will require a disclosure of a reconciliation between the statement of financial position and the statement of cash flows when the statement of financial position includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. Entities with material restricted cash and restricted cash equivalents balances will be required to disclose the nature of the restrictions. ASU 2016-18 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted, and will be applied retrospectively to all periods presented. As of March 31, 2017 and December 31, 2016, the Company did not have any restricted cash. The Company does not believe that there will be an impact upon its consolidated financial statements upon adoption.

On January 1, 2017, the Company early adopted ASU 2017-01, Business Combinations: Clarifying the Definition of a Business (Topic 805) ("ASU 2017-01") that clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. This update will be applied on a prospective basis and the Company expects that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e., land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.

On January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU No. 2016-09"), that simplifies several aspects of employee share-based payment accounting, including the accounting for forfeitures. ASU 2016-09 allows an entity to make an accounting policy election either to continue to estimate the total number of awards that are expected to vest (current method) or to account for forfeitures when they occur. This entity-wide accounting policy election only applies to service conditions; for performance conditions, the entity continues to assess the probability that such conditions will be achieved. If an entity elects to account for forfeitures when they occur, all nonforfeitable dividends paid on share-based payment awards are initially charged to retained earnings and reclassified to compensation cost only when forfeitures of the underlying awards occur. Under current guidance, nonforfeitable dividends paid on share-based payment awards that are not expected to vest are recognized as additional compensation cost.  The adoption of ASU No. 2016-09 did not have a material effect on the Company's consolidated financial statements.
v3.7.0.1
Summary of Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2017
Accounting Policies [Abstract]  
Summary of Estimated Useful Lives
The Company anticipates the estimated useful lives of its assets by class to be generally as follows:
Buildings
 
25-40 years
Building improvements
 
10-25 years
Tenant improvements
 
Shorter of lease term or expected useful life
Integral equipment, furniture and fixtures
 
5 years
Identified intangible assets
 
Shorter of lease term or expected useful life
v3.7.0.1
Real Estate Investments, Net (Tables)
3 Months Ended
Mar. 31, 2017
Real Estate [Abstract]  
Summary of Investment in Owned Properties
The following tables summarize the Company's investment in owned properties as of March 31, 2017, and December 31, 2016 (dollars in thousands):
 
 
March 31,
2017
 
December 31,
2016
Land
$
114,392

 
$
110,648

Buildings and improvements
925,362

 
875,567

Integral equipment, furniture and fixtures
66,098

 
64,120

Identified intangible assets
1,914

 
1,914

Real estate investments
1,107,766

 
1,052,249

Accumulated depreciation and amortization
(167,411
)
 
(158,331
)
Real estate investments, net
$
940,355

 
$
893,918

Schedule of Total Future Minimum Rental Revenues
As of March 31, 2017, the Company's total future minimum rental revenues for all of its tenants were (dollars in thousands): 
 
 
Year
Amount
Remaining 2017
$
83,984

2018
112,100

2019
110,195

2020
108,869

2021
108,869

Thereafter
941,040

 
$
1,465,057

v3.7.0.1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2017
Fair Value Disclosures [Abstract]  
Summary of Fair Value of Financial Instruments Measured on Recurring Basis Using Unobservable Inputs
A summary of the face values, carrying amounts and fair values of the Company’s financial instruments as of March 31, 2017 and December 31, 2016 using Level 2 inputs, for the senior unsecured notes payable, and Level 3 inputs, for all other financial instruments, is as follows (dollars in thousands):
 
 
 
March 31, 2017
 
December 31, 2016
 
Face
Value
 
Carrying
Amount
 
Fair
Value
 
Face
Value
 
Carrying
Amount
 
Fair
Value
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
Preferred equity investments
$
12,031

 
$
14,027

 
$
14,727

 
$
12,031

 
$
13,872

 
$
14,289

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes payable
$
260,000

 
$
255,561

 
$
267,800

 
$
260,000

 
$
255,294

 
$
265,850

v3.7.0.1
Debt (Tables)
3 Months Ended
Mar. 31, 2017
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
The following table summarizes the balance of the Company's indebtedness as of March 31, 2017 and December 31, 2016 (in thousands):
 
March 31, 2017
 
December 31, 2016
 
Principal Amount
Deferred Loan Fees
Carrying Value
 
Principal Amount
Deferred Loan Fees
Carrying Value
Senior unsecured notes payable
$
260,000

$
(4,439
)
$
255,561

 
$
260,000

$
(4,706
)
$
255,294

Senior unsecured term loan
100,000

(555
)
99,445

 
100,000

(578
)
99,422

Unsecured revolving credit facility
27,000

—

27,000

 
95,000

—

95,000

 
$
387,000

$
(4,994
)
$
382,006

 
$
455,000

$
(5,284
)
$
449,716

v3.7.0.1
Earnings Per Common Share (Tables)
3 Months Ended
Mar. 31, 2017
Earnings Per Share [Abstract]  
Reconciliation of Weighted-Average Common Shares Outstanding Used in Calculation of Basic EPS to Diluted EPS
The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2017 and 2016, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS (amounts in thousands, except per share amounts):
 
 
For the Three Months Ended March 31,
 
2017
 
2016
Numerator:
 
 
 
Net income
$
10,281

 
$
5,502

Less: Net income allocated to participating securities
(102
)
 
(78
)
Numerator for basic and diluted earnings available to common stockholders
$
10,179

 
$
5,424

Denominator:
 
 
 
Weighted-average basic common shares outstanding
66,951

 
48,101

Weighted-average diluted common shares outstanding
66,951

 
48,101

 
 
 
 
Earnings per common share, basic
$
0.15

 
$
0.11

Earnings per common share, diluted
$
0.15

 
$
0.11

v3.7.0.1
Summarized Condensed Consolidating Information (Tables)
3 Months Ended
Mar. 31, 2017
Summarized Condensed Consolidating Information [Abstract]  
Condensed Consolidating Balance Sheets
CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 2017
(in thousands, except share and per share amounts)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Assets:
 
 
 
 
 
 
 
 
 
 
 
Real estate investments, net
$
—

 
$
578,921

 
$
323,972

 
$
37,462

 
$
—

 
$
940,355

Other real estate investments
—

 
—

 
14,027

 
—

 
—

 
14,027

Cash and cash equivalents
—

 
1,283

 
—

 
—

 
—

 
1,283

Accounts and other receivables
—

 
5,749

 
1,924

 
259

 
—

 
7,932

Prepaid expenses and other assets
—

 
1,307

 
2

 
—

 
—

 
1,309

Deferred financing costs, net
—

 
2,532

 
—

 
—

 
—

 
2,532

Investment in subsidiaries
571,369

 
410,841

 
—

 
—

 
(982,210
)
 
—

Intercompany
—

 
—

 
113,655

 
—

 
(113,655
)
 
—

Total assets
$
571,369

 
$
1,000,633

 
$
453,580

 
$
37,721

 
$
(1,095,865
)
 
$
967,438

Liabilities and Equity:
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes payable, net
$
—

 
$
255,561

 
$
—

 
$
—

 
$
—

 
$
255,561

Senior unsecured term loan, net
—

 
99,445

 
—

 
—

 
—

 
99,445

Unsecured revolving credit facility
—

 
27,000

 
—

 
—

 
—

 
27,000

Accounts payable and accrued liabilities
—

 
11,683

 
2,121

 
259

 
—

 
14,063

Dividends payable
13,422

 
—

 
—

 
—

 
—

 
13,422

Intercompany
—

 
35,575

 
—

 
78,080

 
(113,655
)
 
—

Total liabilities
13,422

 
429,264

 
2,121

 
78,339

 
(113,655
)
 
409,491

Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.01 par value; 500,000,000 shares authorized, 72,000,297 issued and outstanding as of March 31, 2017
720

 
—

 
—

 
—

 
—

 
720

Additional paid-in capital
720,061

 
526,486

 
374,660

 
(52,899
)
 
(848,247
)
 
720,061

Cumulative distributions in excess of earnings
(162,834
)
 
44,883

 
76,799

 
12,281

 
(133,963
)
 
(162,834
)
Total equity
557,947

 
571,369

 
451,459

 
(40,618
)
 
(982,210
)
 
557,947

Total liabilities and equity
$
571,369

 
$
1,000,633

 
$
453,580

 
$
37,721

 
$
(1,095,865
)
 
$
967,438

CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2016
(in thousands, except share and per share amounts)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Assets:
 
 
 
 
 
 
 
 
 
 
 
Real estate investments, net
$
—

 
$
527,639

 
$
328,137

 
$
38,142

 
$
—

 
$
893,918

Other real estate investments
—

 
—

 
13,872

 
—

 
—

 
13,872

Cash and cash equivalents
—

 
7,500

 
—

 
—

 
—

 
7,500

Accounts receivable
—

 
3,743

 
2,020

 
133

 
—

 
5,896

Prepaid expenses and other assets
—

 
1,366

 
3

 
—

 
—

 
1,369

Deferred financing costs, net
—

 
2,803

 
—

 
—

 
—

 
2,803

Investment in subsidiaries
463,505

 
401,328

 
—

 
—

 
(864,833
)
 
—

Intercompany
—

 
—

 
102,273

 
—

 
(102,273
)
 
—

Total assets
$
463,505

 
$
944,379

 
$
446,305

 
$
38,275

 
$
(967,106
)
 
$
925,358

Liabilities and Equity:
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes payable, net
$
—

 
$
255,294

 
$
—

 
$
—

 
$
—

 
$
255,294

Unsecured revolving credit facility
—

 
95,000

 
—

 
—

 
—

 
95,000

Senior unsecured term loan, net
—

 
99,422

 
—

 
—

 
—

 
99,422

Accounts payable and accrued liabilities
—

 
9,713

 
2,291

 
133

 
—

 
12,137

Dividends payable
11,075

 
—

 
—

 
—

 
—

 
11,075

Intercompany
—

 
21,445

 
—

 
80,828

 
(102,273
)
 
—

Total liabilities
11,075

 
480,874

 
2,291

 
80,961

 
(102,273
)
 
472,928

Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.01 par value; 500,000,000 shares authorized, 64,816,350 shares issued and outstanding as of December 31, 2016
648

 
—

 
—

 
—

 
—

 
648

Additional paid-in capital
611,475

 
429,453

 
374,660

 
(52,899
)
 
(751,214
)
 
611,475

Cumulative distributions in excess of earnings
(159,693
)
 
34,052

 
69,354

 
10,213

 
(113,619
)
 
(159,693
)
Total equity
452,430

 
463,505

 
444,014

 
(42,686
)
 
(864,833
)
 
452,430

Total liabilities and equity
$
463,505

 
$
944,379

 
$
446,305

 
$
38,275

 
$
(967,106
)
 
$
925,358

Condensed Consolidating Income Statements
CONDENSED CONSOLIDATING INCOME STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2017
(in thousands)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental income
$
—

 
$
13,223

 
$
11,368

 
$
2,748

 
$
—

 
$
27,339

Tenant reimbursements
—

 
1,078

 
1,117

 
126

 
—

 
2,321

Independent living facilities
—

 
—

 
793

 
—

 
—

 
793

Interest and other income
—

 
—

 
155

 
—

 
—

 
155

Total revenues
—

 
14,301

 
13,433

 
2,874

 
—

 
30,608

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
—

 
4,186

 
4,210

 
680

 
—

 
9,076

Interest expense
—

 
5,879

 
—

 
—

 
—

 
5,879

Property taxes
—

 
1,078

 
1,117

 
126

 
—

 
2,321

Independent living facilities
—

 
—

 
661

 
—

 
—

 
661

General and administrative
550

 
1,840

 
—

 
—

 
—

 
2,390

Total expenses
550

 
12,983

 
5,988

 
806

 
—

 
20,327

Income in Subsidiary
10,831

 
9,513

 
—

 
—

 
(20,344
)
 
—

Net income
$
10,281

 
$
10,831

 
$
7,445

 
$
2,068

 
$
(20,344
)
 
$
10,281

CONDENSED CONSOLIDATING INCOME STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2016
(in thousands)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Revenues:

 
 
 
 
 
 
 
 
 
 
Rental income
$
—

 
$
6,897

 
$
11,275

 
$
2,725

 
$
—

 
$
20,897

Tenant reimbursements
—

 
566

 
1,099

 
132

 
—

 
1,797

Independent living facilities
—

 
—

 
681

 
—

 
—

 
681

Interest and other income
—

 
—

 
254

 
—

 
—

 
254

Total revenues
—

 
7,463

 
13,309

 
2,857

 
—

 
23,629

Expenses:

 

 

 

 

 

Depreciation and amortization
—

 
2,146

 
4,433

 
714

 
—

 
7,293

Interest expense
—

 
5,372

 
—

 
815

 
—

 
6,187

Property taxes
—

 
566

 
1,099

 
132

 
—

 
1,797

Independent living facilities
—

 
—

 
620

 
—

 
—

 
620

General and administrative
433

 
1,731

 
49

 
17

 
—

 
2,230

Total expenses
433

 
9,815

 
6,201

 
1,678

 
—

 
18,127

Income in Subsidiary
5,935

 
8,287

 
—

 
—

 
(14,222
)
 
—

Net income
$
5,502

 
$
5,935

 
$
7,108

 
$
1,179

 
$
(14,222
)
 
$
5,502



Condensed Consolidating Statements of Cash Flows
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2017
(in thousands)
 
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Cash flows from operating activities:

 
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$
(14
)
 
$
6,001

 
$
11,431

 
$
2,748

 
$
—

 
$
20,166

Cash flows from investing activities:

 

 

 

 

 

Acquisitions of real estate
—

 
(54,568
)
 
—

 
—

 
—

 
(54,568
)
Improvements to real estate
—

 
(64
)
 
(25
)
 
—

 
—

 
(89
)
Purchases of equipment, furniture and fixtures
—

 
(93
)
 
(24
)
 
—

 
—

 
(117
)
Escrow deposit for acquisition of real estate
—

 
(700
)
 
—

 
—

 
—

 
(700
)
Distribution from subsidiary
11,075

 
—

 
—

 
—

 
(11,075
)
 
—

Intercompany financing
(108,152
)
 
14,130

 
—

 
—

 
94,022

 
—

Net cash used in investing activities
(97,077
)
 
(41,295
)
 
(49
)
 
—

 
82,947

 
(55,474
)
Cash flows from financing activities:

 

 

 

 

 

Proceeds from the issuance of common stock, net
108,166

 
—

 
—

 
—

 
—

 
108,166

Borrowings under unsecured revolving credit facility
—

 
45,000

 
—

 
—

 
—

 
45,000

Payments on unsecured revolving credit facility
—

 
(113,000
)
 
—

 
—

 
—

 
(113,000
)
Dividends paid on common stock
(11,075
)
 
—

 
—

 
—

 
—

 
(11,075
)
Distribution to Parent
—

 
(11,075
)
 
—

 
—

 
11,075

 
—

Intercompany financing
—

 
108,152

 
(11,382
)
 
(2,748
)
 
(94,022
)
 
—

Net cash provided by (used in) financing activities
97,091

 
29,077

 
(11,382
)
 
(2,748
)
 
(82,947
)
 
29,091

Net decrease in cash and cash equivalents
—

 
(6,217
)
 
—

 
—

 
—

 
(6,217
)
Cash and cash equivalents beginning of period
—

 
7,500

 
—

 
—

 
—

 
7,500

Cash and cash equivalents end of period
$
—

 
$
1,283

 
$
—

 
$
—

 
$
—

 
$
1,283


 
 
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2016
(in thousands)
 
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Cash flows from operating activities:

 
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$
(2
)
 
$
2,013

 
$
11,193

 
$
1,790

 
$
—

 
$
14,994

Cash flows from investing activities:

 

 

 

 

 

Acquisitions of real estate
—

 
(68,000
)
 
—

 
—

 
—

 
(68,000
)
Improvements to real estate
—

 
—

 
(27
)
 
—

 
—

 
(27
)
Purchases of equipment, furniture and fixtures
—

 
—

 
(17
)
 
—

 
—

 
(17
)
Escrow deposit for acquisition of real estate
—

 
(15,730
)
 
—

 
—

 
—

 
(15,730
)
Distribution from subsidiary
7,704

 
—

 
—

 
—

 
(7,704
)
 
—

Intercompany financing
(106,024
)
 
(82,083
)
 
—

 
—

 
188,107

 
—

Net cash used in investing activities
(98,320
)
 
(165,813
)
 
(44
)
 
—

 
180,403

 
(83,774
)
Cash flows from financing activities:

 

 

 

 

 

Proceeds from the issuance of common stock, net
106,026

 
—

 
—

 
—

 
—

 
106,026

Proceeds from the issuance of senior unsecured term loan
—

 
100,000

 
—

 
—

 
—

 
100,000

Borrowings under unsecured revolving credit facility
—

 
52,000

 
—

 
—

 
—

 
52,000

Payments on unsecured revolving credit facility
—

 
(92,000
)
 
—

 
—

 
—

 
(92,000
)
Payments on the mortgage notes payable
—

 
—

 
—

 
(95,022
)
 
—

 
(95,022
)
Payments of deferred financing costs
—

 
(1,324
)
 
—

 
—

 
—

 
(1,324
)
Dividends paid on common stock
(7,704
)
 
—

 
—

 
—

 
—

 
(7,704
)
Distribution to Parent
—

 
(7,704
)
 
—

 
—

 
7,704

 
—

Intercompany financing
—

 
106,024

 
(11,149
)
 
93,232

 
(188,107
)
 
—

Net cash provided by (used in) financing activities
98,322

 
156,996

 
(11,149
)
 
(1,790
)
 
(180,403
)
 
61,976

Net decrease in cash and cash equivalents
—

 
(6,804
)
 
—

 
—

 
—

 
(6,804
)
Cash and cash equivalents beginning of period
—

 
11,467

 
—

 
—

 
—

 
11,467

Cash and cash equivalents end of period
$
—

 
$
4,663

 
$
—

 
$
—

 
$
—

 
$
4,663

v3.7.0.1
Organization - Additional Information (Detail)
$ in Millions
3 Months Ended
Mar. 31, 2017
USD ($)
real_estate_investment
unit
facility
bed
Real Estate Properties [Line Items]  
Number of other real estate investments | real_estate_investment 3
Preferred equity investment | $ $ 14.0
Skilled Nursing, Assisted Living and Independent Living Facilities [Member] | Assets Leased to Ensign [Member]  
Real Estate Properties [Line Items]  
Number of living facilities 158
Number of units available in living facilities | bed 15,480
Independent Living Facilities Owned and Operated by Company [Member]  
Real Estate Properties [Line Items]  
Number of living facilities 3
Number of units available in living facilities | unit 264
v3.7.0.1
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Detail)
3 Months Ended
Mar. 31, 2017
Buildings [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 25 years
Buildings [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 40 years
Building Improvements [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 10 years
Building Improvements [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 25 years
Integral Equipment, Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 5 years
v3.7.0.1
Summary of Significant Accounting Policies - Additional Information (Detail)
3 Months Ended
Mar. 31, 2017
USD ($)
facility
segment
Mar. 31, 2016
USD ($)
Dec. 31, 2016
USD ($)
Accounting Policies [Abstract]      
Number of independent living facilities operated | facility 3    
Accumulated amortization of deferred financing costs $ 4,800,000   $ 4,200,000
Reserve against receivables 0   0
Stock-based compensation expense 536,000 $ 431,000  
Restricted cash $ 0   $ 0
Number of reportable segments | segment 1    
Pristine Master Lease [Member]      
Other Commitments [Line Items]      
Property taxes and franchise permit fees receivable $ 2,200,000    
Lease Agreements [Member]      
Other Commitments [Line Items]      
Remaining contractual payments $ 400,000    
v3.7.0.1
Real Estate Investments, Net - Summary of Investment in Owned Properties (Detail) - USD ($)
$ in Thousands
Mar. 31, 2017
Dec. 31, 2016
Real Estate [Abstract]    
Land $ 114,392 $ 110,648
Buildings and improvements 925,362 875,567
Integral equipment, furniture and fixtures 66,098 64,120
Identified intangible assets 1,914 1,914
Real estate investments 1,107,766 1,052,249
Accumulated depreciation and amortization (167,411) (158,331)
Real estate investments, net $ 940,355 $ 893,918
v3.7.0.1
Real Estate Investments, Net - Additional Information (Detail)
$ in Millions
1 Months Ended 3 Months Ended
Mar. 31, 2017
USD ($)
facility
unit
bed
Feb. 28, 2017
USD ($)
unit
facility
Mar. 31, 2017
USD ($)
facility
intangible_asset
unit
renewal_option
lease
bed
Investment [Line Items]      
Number of facilities not leased | facility 3   3
Number of operating leases acquired | lease     3
Remaining lease term     81 years
Off-Market Favorable Lease [Member]      
Investment [Line Items]      
Number of identified intangible assets | intangible_asset     2
Premier Senior Living LLC [Member]      
Investment [Line Items]      
Number of facilities acquired | facility   2  
Number of units available in living facilities | unit   88  
Acquisition consideration | $   $ 26.1  
Leases period     14 years
Leases renewal options | renewal_option     2
Leases renewal term     5 years
Anticipated initial annual lease revenues | $   $ 2.2  
WLC Management Firm LLC [Member]      
Investment [Line Items]      
Number of facilities acquired | facility 5   5
Acquisition consideration | $ $ 29.2    
Leases period 15 years    
Leases renewal options | renewal_option     2
Leases renewal term     5 years
Anticipated initial annual lease revenues | $ $ 2.9    
Number of skilled nursing beds | bed 455   455
Ensign Master Leases [Member]      
Investment [Line Items]      
Escalation factor for calculating revenues after year two 0.00%   0.00%
Percentage change in the consumer price index 2.50%   2.50%
Ensign Master Leases [Member]      
Investment [Line Items]      
Facilities subject to operating lease | facility 93   93
Number of living facilities | unit 161   161
Number of master leases | unit 8   8
Annualized revenues from master leases | $ $ 56.5   $ 56.5
Various Other Operators [Member]      
Investment [Line Items]      
Facilities subject to operating lease | facility 65   65
Number of living facilities | unit 161   161
v3.7.0.1
Real Estate Investments, Net - Schedule of Total Future Minimum Rental Revenues (Detail)
$ in Thousands
Mar. 31, 2017
USD ($)
Real Estate [Abstract]  
Remaining 2017 $ 83,984
2018 112,100
2019 110,195
2020 108,869
2021 108,869
Thereafter 941,040
Total $ 1,465,057
v3.7.0.1
Other Real Estate Investments - Additional Information (Detail)
$ in Millions
1 Months Ended 3 Months Ended
Sep. 30, 2016
USD ($)
bed
Jul. 31, 2016
USD ($)
bed
Dec. 31, 2014
USD ($)
a
bed
Mar. 31, 2017
USD ($)
Mar. 31, 2016
USD ($)
Real Estate Properties [Line Items]          
Preferred equity investment       $ 14.0  
Recognized interest income       $ 0.2 $ 0.3
Signature Senior Living [Member]          
Real Estate Properties [Line Items]          
Preferred equity investment     $ 7.5    
Return from preferred equity investment     12.00%    
Number of beds planned for construction | bed     134    
Area under construction | a     5    
Initial lease yield     8.00%    
Cascadia Development, LLC [Member]          
Real Estate Properties [Line Items]          
Preferred equity investment $ 2.3 $ 2.2      
Number of beds planned for construction | bed 99 99      
Initial lease yield 9.00% 9.00%      
Preferred equity investment minimum yield 12.00% 12.00%      
Cascadia Development, LLC [Member] | Prime Rate [Member]          
Real Estate Properties [Line Items]          
Basis spread of preferred equity investment yield 9.50% 9.50%      
v3.7.0.1
Fair Value Measurements - Summary of the Face Value, Carrying Amount and Fair Value of Financial Instruments (Detail) - USD ($)
$ in Thousands
Mar. 31, 2017
Dec. 31, 2016
Financial assets:    
Preferred equity investment - face value $ 12,031 $ 12,031
Preferred equity investment 14,000  
Financial liabilities:    
Senior unsecured notes payable, net 255,561 255,294
Senior unsecured notes payable | Level 2    
Financial liabilities:    
Financial liabilities - face value 260,000 260,000
Carrying Amount    
Financial assets:    
Preferred equity investment 14,027 13,872
Carrying Amount | Level 2    
Financial liabilities:    
Senior unsecured notes payable, net 255,561 255,294
Fair Value    
Financial assets:    
Preferred equity investment 14,727 14,289
Fair Value | Level 2    
Financial liabilities:    
Senior unsecured notes payable, net $ 267,800 $ 265,850
v3.7.0.1
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]    
Principal Amount $ 387,000 $ 455,000
Deferred Loan Fees (4,994) (5,284)
Carrying Value 382,006 449,716
Senior unsecured notes payable [Member]    
Debt Instrument [Line Items]    
Principal Amount 260,000 260,000
Deferred Loan Fees (4,439) (4,706)
Carrying Value 255,561 255,294
Senior unsecured term loan [Member]    
Debt Instrument [Line Items]    
Principal Amount 100,000 100,000
Deferred Loan Fees (555) (578)
Carrying Value 99,445 99,422
Unsecured revolving credit facility [Member]    
Debt Instrument [Line Items]    
Principal Amount 27,000 95,000
Deferred Loan Fees 0 0
Carrying Value $ 27,000 $ 95,000
v3.7.0.1
Debt - Additional Information (Detail)
3 Months Ended
Feb. 01, 2016
USD ($)
extension_option
May 30, 2014
USD ($)
Mar. 31, 2017
USD ($)
Mar. 31, 2016
USD ($)
Dec. 31, 2016
USD ($)
Aug. 05, 2015
USD ($)
Line of Credit Facility [Line Items]            
Payments on the mortgage notes payable     $ 0 $ 95,022,000    
Interest expense     5,879,000 6,187,000    
Amortization of deferred financing costs     600,000 600,000    
Write-off of deferred financing costs     0 $ 326,000    
Interest payable     5,100,000   $ 1,300,000  
Unsecured Revolving Credit Facility [Member]            
Line of Credit Facility [Line Items]            
Line of credit     27,000,000   95,000,000  
Senior unsecured term loan [Member]            
Line of Credit Facility [Line Items]            
Line of credit     $ 99,445,000   $ 99,422,000  
Senior Unsecured Notes [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, face amount   $ 260,000,000.0        
Gross proceeds from issuance of senior notes   260,000,000        
Net proceeds from issuance of senior notes   $ 253,000,000        
Debt instrument, maturity date   Jun. 01, 2021        
State interest rate   5.875%        
Frequency of interest payable on notes   Interest on the Notes is payable on June 1 and December 1 of each year, beginning on December 1, 2014.        
Debt instrument, redemption price, percentage upon change of control   101.00%        
Senior Unsecured Notes [Member] | Debt Instrument, Redemption, Period One [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, end of initial redemption period   Jun. 01, 2017        
Debt instrument, redemption price, percentage   100.00%        
Senior Unsecured Notes [Member] | Debt Instrument, Redemption, Period One [Member] | Minimum [Member]            
Line of Credit Facility [Line Items]            
Percentage of aggregate principal amount of notes outstanding   65.00%        
Senior Unsecured Notes [Member] | Debt Instrument, Redemption, Period One [Member] | Maximum [Member]            
Line of Credit Facility [Line Items]            
Redeemable percentage of aggregate principal amount of notes   35.00%        
Senior Unsecured Notes [Member] | Ensign [Member]            
Line of Credit Facility [Line Items]            
Approximate amount transferred from net proceeds   $ 220,800,000        
Credit facility [Member] | Unsecured Revolving Credit Facility [Member]            
Line of Credit Facility [Line Items]            
Line of credit facility, borrowing capacity           $ 300,000,000.0
Credit facility [Member] | Unsecured Revolving Credit Facility [Member] | Minimum [Member]            
Line of Credit Facility [Line Items]            
Line of credit facility, commitment fee percentage     0.15%      
Line of credit facility, facility fee percentage     0.125%      
Credit facility [Member] | Unsecured Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, basis spread     0.75%      
Credit facility [Member] | Unsecured Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, basis spread     1.75%      
Credit facility [Member] | Unsecured Revolving Credit Facility [Member] | Maximum [Member]            
Line of Credit Facility [Line Items]            
Line of credit facility, commitment fee percentage     0.25%      
Line of credit facility, facility fee percentage     0.30%      
Credit facility [Member] | Unsecured Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, basis spread     1.40%      
Credit facility [Member] | Unsecured Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, basis spread     2.40%      
Credit facility [Member] | Revolving Credit Facility As Amended [Member]            
Line of Credit Facility [Line Items]            
Line of credit facility, borrowing capacity $ 400,000,000.0          
Line of credit facility, increase to borrowing capacity 100,000,000.0          
Line of credit facility, increase to uncommitted incremental facility 50,000,000.0          
Line of credit facility, uncommitted incremental facility limit $ 250,000,000.0          
Number of extension options | extension_option 2          
Line of credit facility, extension period 6 months          
Line of credit     $ 27,000,000      
Credit facility [Member] | Revolving Credit Facility As Amended [Member] | Minimum [Member] | Base Rate [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, basis spread     0.95%      
Credit facility [Member] | Revolving Credit Facility As Amended [Member] | Minimum [Member] | LIBOR [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, basis spread     1.95%      
Credit facility [Member] | Revolving Credit Facility As Amended [Member] | Maximum [Member] | Base Rate [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, basis spread     1.60%      
Credit facility [Member] | Revolving Credit Facility As Amended [Member] | Maximum [Member] | LIBOR [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, basis spread     2.60%      
Credit facility [Member] | Senior unsecured term loan [Member]            
Line of Credit Facility [Line Items]            
Line of credit facility, borrowing capacity $ 100,000,000.0          
Line of credit facility, prepayment premium in first year 2.00%          
Line of credit facility, prepayment premium in second year 1.00%          
Mortgage notes payable [Member]            
Line of Credit Facility [Line Items]            
Payments on the mortgage notes payable $ 95,000,000          
v3.7.0.1
Equity - Additional Information (Detail) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Jun. 30, 2016
Class of Stock [Line Items]        
Proceeds from the issuance of common stock $ 108,166,000 $ 106,026,000    
Dividends declared per common share (in usd per share) $ 0.185 $ 0.17 $ 0.68  
Dividend, payable date Apr. 14, 2017      
Dividend, record date Mar. 31, 2017      
At-The-Market Offering [Member]        
Class of Stock [Line Items]        
Aggregate offering price of common stock       $ 125,000,000
Issuance of common stock, net, shares 7,174,587      
Proceeds from the issuance of common stock $ 109,800,000      
Issuance costs reclassified to additional paid in capital 44,000      
Remaining offering amount available $ 1,000,000      
At-The-Market Offering [Member] | Weighted Average [Member]        
Class of Stock [Line Items]        
Share price to the public (in usd per share) $ 15.31      
v3.7.0.1
Stock-based Compensation - Additional Information (Detail)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended
Jun. 01, 2014
shares
Feb. 28, 2017
installment
$ / shares
shares
Mar. 31, 2017
USD ($)
shares
Mar. 31, 2016
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Compensation expense associated with grants | $     $ 536 $ 431
Restricted Stock Awards [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Compensation expense associated with grants | $     500 $ 400
Unamortized stock-based compensation expense related to unvested awards | $     $ 5,400  
Weighted-average remaining vesting period     2 years 5 months  
Ensign Employees [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Restricted stock award conversion ratio related to the spin-off 1      
Ensign Employees [Member] | Restricted Stock Awards [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock awards unvested during spin-off (in shares) 207,580      
Shares vested (in shares)     11,340  
Unvested stock awards outstanding (in shares)     30,840  
Member of Board of Directors [Member] | Restricted Stock Awards [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of restricted stock awards granted (in shares)   233,768    
Restricted stock award grant date fair value (in usd per share) | $ / shares   $ 15.21    
Number of equal annual vesting installments | installment   3    
v3.7.0.1
Earnings Per Common Share - Reconciliation of Weighted-Average Common Shares Outstanding Used in Calculation of Basic EPS to Diluted EPS (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Numerator:      
Net income $ 10,281 $ 5,502 $ 29,353
Less: Net income allocated to participating securities (102) (78)  
Numerator for basic and diluted earnings available to common stockholders $ 10,179 $ 5,424  
Denominator:      
Weighted-average basic common shares outstanding (in shares) 66,951 48,101  
Weighted-average diluted common shares outstanding (in shares) 66,951 48,101  
Earnings per common share, basic (in usd per share) $ 0.15 $ 0.11  
Earnings per common share, diluted (in usd per share) $ 0.15 $ 0.11  
v3.7.0.1
Commitments and Contingencies - Additional Information (Detail) - Ensign [Member] - USD ($)
$ in Millions
1 Months Ended
Oct. 01, 2013
Oct. 31, 2013
Loss Contingencies [Line Items]    
Single lump-sum remittance to the government   $ 48.0
Corporate integrity agreement period 5 years  
v3.7.0.1
Concentration of Risk - Additional Information (Detail)
$ in Millions
3 Months Ended
Oct. 01, 2015
USD ($)
renewal_option
purchase-option
facility
Mar. 31, 2017
USD ($)
facility
state
bed
Concentration Risk [Line Items]    
Description of highest concentration of properties   The four states in which Ensign leases the highest concentration of properties are California, Texas, Utah and Arizona.
Skilled Nursing, Assisted Living and Independent Living Facilities [Member] | Assets Leased to Ensign [Member]    
Concentration Risk [Line Items]    
Number of living facilities   158
Number of units available in living facilities | bed   15,480
Liberty Healthcare Portfolio [Member]    
Concentration Risk [Line Items]    
Number of facilities acquired 14  
Acquisition consideration | $ $ 176.5  
Facilities subject to operating lease   16
Liberty Healthcare Portfolio [Member] | Pristine Master Lease [Member]    
Concentration Risk [Line Items]    
Leases period 15 years  
Leases renewal options | renewal_option 2  
Leases renewal term 5 years  
Leases purchase options | purchase-option 0  
Annual lease revenue per master lease terms | $   $ 18.5
Escalation factor for calculating revenues after year two 0.00%  
Percentage change in the consumer price index 3.00%  
Ensign [Member]    
Concentration Risk [Line Items]    
Number of states where Ensign leases the highest concentration of properties | state   4
Ensign [Member] | Skilled Nursing, Assisted Living and Independent Living Facilities [Member] | Assets Leased to Ensign [Member]    
Concentration Risk [Line Items]    
Number of living facilities   93
Number of units available in living facilities | bed   9,916
v3.7.0.1
Summarized Condensed Consolidating Information - Additional Information (Detail)
3 Months Ended
Mar. 31, 2017
Parent Guarantor [Member]  
Condensed Financial Statements, Captions [Line Items]  
Date of incorporation Oct. 29, 2013
CTR Partnership, L.P. [Member]  
Condensed Financial Statements, Captions [Line Items]  
Date of formation May 08, 2014
CareTrust Capital Corp. [Member]  
Condensed Financial Statements, Captions [Line Items]  
Date of formation May 09, 2014
Combined Subsidiary Guarantors [Member]  
Condensed Financial Statements, Captions [Line Items]  
Date of formation May 08, 2014
Senior Unsecured Notes [Member]  
Condensed Financial Statements, Captions [Line Items]  
Debt instrument, interest rate 5.875%
v3.7.0.1
Summarized Condensed Consolidating Information - Condensed Consolidating Balance Sheets (Detail) - USD ($)
$ in Thousands
Mar. 31, 2017
Dec. 31, 2016
Mar. 31, 2016
Dec. 31, 2015
Assets:        
Real estate investments, net $ 940,355 $ 893,918    
Other real estate investments 14,027 13,872    
Cash and cash equivalents 1,283 7,500 $ 4,663 $ 11,467
Accounts and other receivables 7,932 5,896    
Prepaid expenses and other assets 1,309 1,369    
Deferred financing costs, net 2,532 2,803    
Investment in subsidiaries 0 0    
Intercompany 0 0    
Total assets 967,438 925,358    
Liabilities and Equity:        
Senior unsecured notes payable, net 255,561 255,294    
Accounts payable and accrued liabilities 14,063 12,137    
Dividends payable 13,422 11,075    
Intercompany 0 0    
Total liabilities 409,491 472,928    
Equity:        
Common stock, $0.01 par value; 500,000,000 shares authorized, 72,000,297 and 64,816,350 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively 720 648    
Additional paid-in capital 720,061 611,475    
Cumulative distributions in excess of earnings (162,834) (159,693)    
Total equity 557,947 452,430   262,288
Total liabilities and equity 967,438 925,358    
Senior unsecured term loan, net        
Liabilities and Equity:        
Line of credit 99,445 99,422    
Unsecured revolving credit facility        
Liabilities and Equity:        
Line of credit 27,000 95,000    
Reportable Legal Entities [Member] | Parent Guarantor [Member]        
Assets:        
Real estate investments, net 0 0    
Other real estate investments 0 0    
Cash and cash equivalents 0 0 0 0
Accounts and other receivables 0 0    
Prepaid expenses and other assets 0 0    
Deferred financing costs, net 0 0    
Investment in subsidiaries 571,369 463,505    
Intercompany 0 0    
Total assets 571,369 463,505    
Liabilities and Equity:        
Senior unsecured notes payable, net 0 0    
Accounts payable and accrued liabilities 0 0    
Dividends payable 13,422 11,075    
Intercompany 0 0    
Total liabilities 13,422 11,075    
Equity:        
Common stock, $0.01 par value; 500,000,000 shares authorized, 72,000,297 and 64,816,350 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively 720 648    
Additional paid-in capital 720,061 611,475    
Cumulative distributions in excess of earnings (162,834) (159,693)    
Total equity 557,947 452,430    
Total liabilities and equity 571,369 463,505    
Reportable Legal Entities [Member] | Parent Guarantor [Member] | Senior unsecured term loan, net        
Liabilities and Equity:        
Line of credit 0 0    
Reportable Legal Entities [Member] | Parent Guarantor [Member] | Unsecured revolving credit facility        
Liabilities and Equity:        
Line of credit 0 0    
Reportable Legal Entities [Member] | Issuers [Member]        
Assets:        
Real estate investments, net 578,921 527,639    
Other real estate investments 0 0    
Cash and cash equivalents 1,283 7,500 4,663 11,467
Accounts and other receivables 5,749 3,743    
Prepaid expenses and other assets 1,307 1,366    
Deferred financing costs, net 2,532 2,803    
Investment in subsidiaries 410,841 401,328    
Intercompany 0 0    
Total assets 1,000,633 944,379    
Liabilities and Equity:        
Senior unsecured notes payable, net 255,561 255,294    
Accounts payable and accrued liabilities 11,683 9,713    
Dividends payable 0 0    
Intercompany 35,575 21,445    
Total liabilities 429,264 480,874    
Equity:        
Common stock, $0.01 par value; 500,000,000 shares authorized, 72,000,297 and 64,816,350 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively 0 0    
Additional paid-in capital 526,486 429,453    
Cumulative distributions in excess of earnings 44,883 34,052    
Total equity 571,369 463,505    
Total liabilities and equity 1,000,633 944,379    
Reportable Legal Entities [Member] | Issuers [Member] | Senior unsecured term loan, net        
Liabilities and Equity:        
Line of credit 99,445 99,422    
Reportable Legal Entities [Member] | Issuers [Member] | Unsecured revolving credit facility        
Liabilities and Equity:        
Line of credit 27,000 95,000    
Reportable Legal Entities [Member] | Combined Subsidiary Guarantors [Member]        
Assets:        
Real estate investments, net 323,972 328,137    
Other real estate investments 14,027 13,872    
Cash and cash equivalents 0 0 0 0
Accounts and other receivables 1,924 2,020    
Prepaid expenses and other assets 2 3    
Deferred financing costs, net 0 0    
Investment in subsidiaries 0 0    
Intercompany 113,655 102,273    
Total assets 453,580 446,305    
Liabilities and Equity:        
Senior unsecured notes payable, net 0 0    
Accounts payable and accrued liabilities 2,121 2,291    
Dividends payable 0 0    
Intercompany 0 0    
Total liabilities 2,121 2,291    
Equity:        
Common stock, $0.01 par value; 500,000,000 shares authorized, 72,000,297 and 64,816,350 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively 0 0    
Additional paid-in capital 374,660 374,660    
Cumulative distributions in excess of earnings 76,799 69,354    
Total equity 451,459 444,014    
Total liabilities and equity 453,580 446,305    
Reportable Legal Entities [Member] | Combined Subsidiary Guarantors [Member] | Senior unsecured term loan, net        
Liabilities and Equity:        
Line of credit 0 0    
Reportable Legal Entities [Member] | Combined Subsidiary Guarantors [Member] | Unsecured revolving credit facility        
Liabilities and Equity:        
Line of credit 0 0    
Reportable Legal Entities [Member] | Combined Non-Guarantor Subsidiaries [Member]        
Assets:        
Real estate investments, net 37,462 38,142    
Other real estate investments 0 0    
Cash and cash equivalents 0 0 0 0
Accounts and other receivables 259 133    
Prepaid expenses and other assets 0 0    
Deferred financing costs, net 0 0    
Investment in subsidiaries 0 0    
Intercompany 0 0    
Total assets 37,721 38,275    
Liabilities and Equity:        
Senior unsecured notes payable, net 0 0    
Accounts payable and accrued liabilities 259 133    
Dividends payable 0 0    
Intercompany 78,080 80,828    
Total liabilities 78,339 80,961    
Equity:        
Common stock, $0.01 par value; 500,000,000 shares authorized, 72,000,297 and 64,816,350 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively 0 0    
Additional paid-in capital (52,899) (52,899)    
Cumulative distributions in excess of earnings 12,281 10,213    
Total equity (40,618) (42,686)    
Total liabilities and equity 37,721 38,275    
Reportable Legal Entities [Member] | Combined Non-Guarantor Subsidiaries [Member] | Senior unsecured term loan, net        
Liabilities and Equity:        
Line of credit 0 0    
Reportable Legal Entities [Member] | Combined Non-Guarantor Subsidiaries [Member] | Unsecured revolving credit facility        
Liabilities and Equity:        
Line of credit 0 0    
Elimination [Member]        
Assets:        
Real estate investments, net 0 0    
Other real estate investments 0 0    
Cash and cash equivalents 0 0 $ 0 $ 0
Accounts and other receivables 0 0    
Prepaid expenses and other assets 0 0    
Deferred financing costs, net 0 0    
Investment in subsidiaries (982,210) (864,833)    
Intercompany (113,655) (102,273)    
Total assets (1,095,865) (967,106)    
Liabilities and Equity:        
Senior unsecured notes payable, net 0 0    
Accounts payable and accrued liabilities 0 0    
Dividends payable 0 0    
Intercompany (113,655) (102,273)    
Total liabilities (113,655) (102,273)    
Equity:        
Common stock, $0.01 par value; 500,000,000 shares authorized, 72,000,297 and 64,816,350 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively 0 0    
Additional paid-in capital (848,247) (751,214)    
Cumulative distributions in excess of earnings (133,963) (113,619)    
Total equity (982,210) (864,833)    
Total liabilities and equity (1,095,865) (967,106)    
Elimination [Member] | Senior unsecured term loan, net        
Liabilities and Equity:        
Line of credit 0 0    
Elimination [Member] | Unsecured revolving credit facility        
Liabilities and Equity:        
Line of credit $ 0 $ 0    
v3.7.0.1
Summarized Condensed Consolidating Information - Condensed Consolidating Balance Sheets - Shares Information (Detail) - $ / shares
Mar. 31, 2017
Dec. 31, 2016
Summarized Condensed Consolidating Information [Abstract]    
Common stock, Par Value (in usd per share) $ 0.01 $ 0.01
Common stock, Shares Authorized 500,000,000 500,000,000
Common stock, Shares Issued 72,000,297 64,816,350
Common stock, Shares Outstanding 72,000,297 64,816,350
v3.7.0.1
Summarized Condensed Consolidating Information - Condensed Consolidating Income Statements (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Revenues:      
Rental income $ 27,339 $ 20,897  
Tenant reimbursements 2,321 1,797  
Independent living facilities 793 681  
Interest and other income 155 254  
Total revenues 30,608 23,629  
Expenses:      
Depreciation and amortization 9,076 7,293  
Interest expense 5,879 6,187  
Property taxes 2,321 1,797  
Independent living facilities 661 620  
General and administrative 2,390 2,230  
Total expenses 20,327 18,127  
Income in Subsidiary 0 0  
Net income 10,281 5,502 $ 29,353
Reportable Legal Entities [Member] | Parent Guarantor [Member]      
Revenues:      
Rental income 0 0  
Tenant reimbursements 0 0  
Independent living facilities 0 0  
Interest and other income 0 0  
Total revenues 0 0  
Expenses:      
Depreciation and amortization 0 0  
Interest expense 0 0  
Property taxes 0 0  
Independent living facilities 0 0  
General and administrative 550 433  
Total expenses 550 433  
Income in Subsidiary 10,831 5,935  
Net income 10,281 5,502  
Reportable Legal Entities [Member] | Issuers [Member]      
Revenues:      
Rental income 13,223 6,897  
Tenant reimbursements 1,078 566  
Independent living facilities 0 0  
Interest and other income 0 0  
Total revenues 14,301 7,463  
Expenses:      
Depreciation and amortization 4,186 2,146  
Interest expense 5,879 5,372  
Property taxes 1,078 566  
Independent living facilities 0 0  
General and administrative 1,840 1,731  
Total expenses 12,983 9,815  
Income in Subsidiary 9,513 8,287  
Net income 10,831 5,935  
Reportable Legal Entities [Member] | Combined Subsidiary Guarantors [Member]      
Revenues:      
Rental income 11,368 11,275  
Tenant reimbursements 1,117 1,099  
Independent living facilities 793 681  
Interest and other income 155 254  
Total revenues 13,433 13,309  
Expenses:      
Depreciation and amortization 4,210 4,433  
Interest expense 0 0  
Property taxes 1,117 1,099  
Independent living facilities 661 620  
General and administrative 0 49  
Total expenses 5,988 6,201  
Income in Subsidiary 0 0  
Net income 7,445 7,108  
Reportable Legal Entities [Member] | Combined Non-Guarantor Subsidiaries [Member]      
Revenues:      
Rental income 2,748 2,725  
Tenant reimbursements 126 132  
Independent living facilities 0 0  
Interest and other income 0 0  
Total revenues 2,874 2,857  
Expenses:      
Depreciation and amortization 680 714  
Interest expense 0 815  
Property taxes 126 132  
Independent living facilities 0 0  
General and administrative 0 17  
Total expenses 806 1,678  
Income in Subsidiary 0 0  
Net income 2,068 1,179  
Elimination [Member]      
Revenues:      
Rental income 0 0  
Tenant reimbursements 0 0  
Independent living facilities 0 0  
Interest and other income 0 0  
Total revenues 0 0  
Expenses:      
Depreciation and amortization 0 0  
Interest expense 0 0  
Property taxes 0 0  
Independent living facilities 0 0  
General and administrative 0 0  
Total expenses 0 0  
Income in Subsidiary (20,344) (14,222)  
Net income $ (20,344) $ (14,222)  
v3.7.0.1
Summarized Condensed Consolidating Information - Condensed Consolidating Statements of Cash Flows (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Cash flows from operating activities:    
Net cash (used in) provided by operating activities $ 20,166 $ 14,994
Cash flows from investing activities:    
Acquisitions of real estate (54,568) (68,000)
Improvements to real estate (89) (27)
Purchases of equipment, furniture and fixtures (117) (17)
Escrow deposit for acquisition of real estate (700) (15,730)
Distribution from subsidiary 0 0
Intercompany financing 0 0
Net cash used in investing activities (55,474) (83,774)
Cash flows from financing activities:    
Proceeds from the issuance of common stock, net 108,166 106,026
Proceeds from the issuance of senior unsecured term loan 0 100,000
Borrowings under unsecured revolving credit facility 45,000 52,000
Payments on unsecured revolving credit facility (113,000) (92,000)
Payments on the mortgage notes payable 0 (95,022)
Payments of deferred financing costs 0 (1,324)
Dividends paid on common stock (11,075) (7,704)
Distribution to Parent 0 0
Intercompany financing 0 0
Net cash provided by financing activities 29,091 61,976
Net decrease in cash and cash equivalents (6,217) (6,804)
Cash and cash equivalents beginning of period 7,500 11,467
Cash and cash equivalents end of period 1,283 4,663
Reportable Legal Entities [Member] | Parent Guarantor [Member]    
Cash flows from operating activities:    
Net cash (used in) provided by operating activities (14) (2)
Cash flows from investing activities:    
Acquisitions of real estate 0 0
Improvements to real estate 0 0
Purchases of equipment, furniture and fixtures 0 0
Escrow deposit for acquisition of real estate 0 0
Distribution from subsidiary 11,075 7,704
Intercompany financing (108,152) (106,024)
Net cash used in investing activities (97,077) (98,320)
Cash flows from financing activities:    
Proceeds from the issuance of common stock, net 108,166 106,026
Proceeds from the issuance of senior unsecured term loan   0
Borrowings under unsecured revolving credit facility 0 0
Payments on unsecured revolving credit facility 0 0
Payments on the mortgage notes payable   0
Payments of deferred financing costs   0
Dividends paid on common stock (11,075) (7,704)
Distribution to Parent 0 0
Intercompany financing 0 0
Net cash provided by financing activities 97,091 98,322
Net decrease in cash and cash equivalents 0 0
Cash and cash equivalents beginning of period 0 0
Cash and cash equivalents end of period 0 0
Reportable Legal Entities [Member] | Issuers [Member]    
Cash flows from operating activities:    
Net cash (used in) provided by operating activities 6,001 2,013
Cash flows from investing activities:    
Acquisitions of real estate (54,568) (68,000)
Improvements to real estate (64) 0
Purchases of equipment, furniture and fixtures (93) 0
Escrow deposit for acquisition of real estate (700) (15,730)
Distribution from subsidiary 0 0
Intercompany financing 14,130 (82,083)
Net cash used in investing activities (41,295) (165,813)
Cash flows from financing activities:    
Proceeds from the issuance of common stock, net 0 0
Proceeds from the issuance of senior unsecured term loan   100,000
Borrowings under unsecured revolving credit facility 45,000 52,000
Payments on unsecured revolving credit facility (113,000) (92,000)
Payments on the mortgage notes payable   0
Payments of deferred financing costs   (1,324)
Dividends paid on common stock 0 0
Distribution to Parent (11,075) (7,704)
Intercompany financing 108,152 106,024
Net cash provided by financing activities 29,077 156,996
Net decrease in cash and cash equivalents (6,217) (6,804)
Cash and cash equivalents beginning of period 7,500 11,467
Cash and cash equivalents end of period 1,283 4,663
Reportable Legal Entities [Member] | Combined Subsidiary Guarantors [Member]    
Cash flows from operating activities:    
Net cash (used in) provided by operating activities 11,431 11,193
Cash flows from investing activities:    
Acquisitions of real estate 0 0
Improvements to real estate (25) (27)
Purchases of equipment, furniture and fixtures (24) (17)
Escrow deposit for acquisition of real estate 0 0
Distribution from subsidiary 0 0
Intercompany financing 0 0
Net cash used in investing activities (49) (44)
Cash flows from financing activities:    
Proceeds from the issuance of common stock, net 0 0
Proceeds from the issuance of senior unsecured term loan   0
Borrowings under unsecured revolving credit facility 0 0
Payments on unsecured revolving credit facility 0 0
Payments on the mortgage notes payable   0
Payments of deferred financing costs   0
Dividends paid on common stock 0 0
Distribution to Parent 0 0
Intercompany financing (11,382) (11,149)
Net cash provided by financing activities (11,382) (11,149)
Net decrease in cash and cash equivalents 0 0
Cash and cash equivalents beginning of period 0 0
Cash and cash equivalents end of period 0 0
Reportable Legal Entities [Member] | Combined Non-Guarantor Subsidiaries [Member]    
Cash flows from operating activities:    
Net cash (used in) provided by operating activities 2,748 1,790
Cash flows from investing activities:    
Acquisitions of real estate 0 0
Improvements to real estate 0 0
Purchases of equipment, furniture and fixtures 0 0
Escrow deposit for acquisition of real estate 0 0
Distribution from subsidiary 0 0
Intercompany financing 0 0
Net cash used in investing activities 0 0
Cash flows from financing activities:    
Proceeds from the issuance of common stock, net 0 0
Proceeds from the issuance of senior unsecured term loan   0
Borrowings under unsecured revolving credit facility 0 0
Payments on unsecured revolving credit facility 0 0
Payments on the mortgage notes payable   (95,022)
Payments of deferred financing costs   0
Dividends paid on common stock 0 0
Distribution to Parent 0 0
Intercompany financing (2,748) 93,232
Net cash provided by financing activities (2,748) (1,790)
Net decrease in cash and cash equivalents 0 0
Cash and cash equivalents beginning of period 0 0
Cash and cash equivalents end of period 0 0
Elimination [Member]    
Cash flows from operating activities:    
Net cash (used in) provided by operating activities 0 0
Cash flows from investing activities:    
Acquisitions of real estate 0 0
Improvements to real estate 0 0
Purchases of equipment, furniture and fixtures 0 0
Escrow deposit for acquisition of real estate 0 0
Distribution from subsidiary (11,075) (7,704)
Intercompany financing 94,022 188,107
Net cash used in investing activities 82,947 180,403
Cash flows from financing activities:    
Proceeds from the issuance of common stock, net 0 0
Proceeds from the issuance of senior unsecured term loan   0
Borrowings under unsecured revolving credit facility 0 0
Payments on unsecured revolving credit facility 0 0
Payments on the mortgage notes payable   0
Payments of deferred financing costs   0
Dividends paid on common stock 0 0
Distribution to Parent 11,075 7,704
Intercompany financing (94,022) (188,107)
Net cash provided by financing activities (82,947) (180,403)
Net decrease in cash and cash equivalents 0 0
Cash and cash equivalents beginning of period 0 0
Cash and cash equivalents end of period $ 0 $ 0