Quarterly report pursuant to Section 13 or 15(d)

Property Portfolio

v3.8.0.1
Property Portfolio
9 Months Ended
Sep. 30, 2017
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Disclosure [Text Block]
Note 3 – Property Portfolio
 
Summary of Properties Acquired
 
During the nine months ended September 30, 2017, the Company completed 16 acquisitions. A rollforward of the gross investment in land, building and improvements as of September 30, 2017, resulting from these acquisitions is as follows:
 
 
 
Land
 
Building
 
Site & Tenant Improvements
 
Acquired Lease Intangibles
 
Gross Investment in Real Estate
 
Balances as of January 1, 2017
 
$
17,785,001
 
$
179,253,398
 
$
2,651,287
 
$
7,187,041
 
$
206,876,727
 
Facility Acquired – Date Acquired:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cape Coral – 1/10/17
 
 
353,349
 
 
7,016,511
 
 
-
 
 
-
 
 
7,369,860
 
Lewisburg – 1/12/17
 
 
471,184
 
 
5,819,137
 
 
504,726
 
 
504,953
 
 
7,300,000
 
Las Cruces – 2/1/17
 
 
397,148
 
 
4,618,258
 
 
-
 
 
-
 
 
5,015,406
 
Prescott – 2/9/17
 
 
790,637
 
 
3,821,417
 
 
-
 
 
-
 
 
4,612,054
 
Clermont – 3/1/17
 
 
-
 
 
4,361,028
 
 
205,922
 
 
867,678
 
 
5,434,628
 
Sandusky – 3/10/17
 
 
409,204
 
 
3,997,607
 
 
-
 
 
-
 
 
4,406,811
 
Great Bend – 3/31/17
 
 
836,929
 
 
23,800,758
 
 
-
 
 
-
 
 
24,637,687
 
Oklahoma City – 3/31/17
 
 
2,086,885
 
 
37,713,709
 
 
1,876,730
 
 
7,822,676
 
 
49,500,000
 
Sandusky – 4/21/17
 
 
97,804
 
 
978,035
 
 
-
 
 
-
 
 
1,075,839
 
Brockport – 6/27/17
 
 
412,838
 
 
6,885,477
 
 
491,427
 
 
1,294,763
 
 
9,084,505
 
Flower Mound – 6/27/17
 
 
580,763
 
 
2,922,164
 
 
381,859
 
 
406,757
 
 
4,291,543
 
Sherman facility – 6/30/17
 
 
1,600,711
 
 
25,011,110
 
 
-
 
 
-
 
 
26,611,821
 
Sandusky facility – 8/15/17
 
 
55,734
 
 
1,214,999
 
 
-
 
 
-
 
 
1,270,733
 
Lubbock facility – 8/18/17
 
 
1,302,651
 
 
5,041,964
 
 
947,227
 
 
908,158
 
 
8,200,000
 
Germantown – 8/30/17
 
 
2,700,468
 
 
8,078,246
 
 
656,111
 
 
4,505,425
 
 
15,940,250
 
Austin – 9/25/17
 
 
6,957,821
 
 
28,507,662
 
 
1,373,336
 
 
3,811,181
 
 
40,650,000
 
Total Additions1:
 
 
19,054,126
 
 
169,788,082
 
 
6,437,338
 
 
20,121,591
 
 
215,401,137
 
Balances as of September 30, 2017
 
$
36,839,127
 
$
349,041,480
 
$
9,088,625
 
$
27,308,632
 
$
422,277,864
 
 
1The Lubbock facility acquisition included approximately $1,000,000 of OP Units issued as part of the total consideration. Additionally, an aggregate of $865,676 of intangible liabilities were acquired from the acquisitions that occurred during the nine months ended September 30, 2017, resulting in total gross investments funded using cash of $213,535,461.
 
Depreciation expense was $2,175,668 and $5,372,308 for the three and nine months ended September 30, 2017, respectively, and $585,449 and $1,528,281 for the three and nine months ended September 30, 2016, respectively.
 
A summary description of the four acquisitions that were completed during the three months ended September 30, 2017 is as follows:
 
Austin Facility
 
On September 25, 2017, the Company closed on the acquisition of the Central Texas Rehabilitation Hospital (the “Rehab Hospital”) and approximately 1.27 acres of land adjacent to the Rehab Hospital that has been planned to accommodate the development of a long-term, acute care hospital (the “Developable Land,” and together with the Rehab Hospital, the “Austin Facility”), for an aggregate purchase price of $40.65 million. Norvin Austin Rehab LLC (the “Austin Seller”), was the seller of the Austin Facility.
 
Upon the closing of the acquisition of the Austin Facility, the Company assumed the Austin Seller’s interest, as lessor, in the absolute triple-net lease (the “Austin Facility Lease”) with CTRH, LLC.
 
Accounting Treatment
 
The Company accounted for the acquisition of the Austin Facility as a business combination in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 805 - Business Combinations. The following table presents the preliminary purchase price allocation for the assets acquired as part of the acquisition:
 
Land and site improvements
 
$
7,222,455
 
Building and tenant improvements
 
 
29,616,364
 
Above market lease intangible
 
 
245,686
 
In-place leases
 
 
1,680,282
 
Leasing costs
 
 
1,885,213
 
Total purchase price
 
$
40,650,000
 
 
The above allocation is preliminary and subject to revision within the measurement period, not to exceed one year from the date of the acquisition.
 
Germantown Facility
 
On August 30, 2017, the Company purchased a medical office building located in Germantown, Tennessee (the “Germantown Facility”) from Brierbrook Partners, LLC (“Brierbrook”) for a purchase price of $15.94 million and assumed Brierbrook’s interest, as lessor, in three existing absolute triple-net leases of the Germantown Facility.
 
Accounting Treatment
 
The Company accounted for the acquisition of the Germantown Facility as a business combination in accordance with the provisions of ASC Topic 805 - Business Combinations. The following table presents the preliminary purchase price allocation for the assets acquired as part of the acquisition:
 
Land and site improvements
 
$
3,049,683
 
Building and tenant improvements
 
 
8,385,142
 
Above market lease intangible
 
 
3,284,388
 
In-place leases
 
 
586,812
 
Leasing costs
 
 
634,225
 
Total purchase price
 
$
15,940,250
 
 
The above allocation is preliminary and subject to revision within the measurement period, not to exceed one year from the date of the acquisition.
 
Lubbock Facility
 
On August 18, 2017, the Company purchased a medical office building located in Lubbock, Texas (the “Lubbock Facility”) from Cardiac Partners Development, LP, for a purchase price of $8.2 million and entered into a new triple-net lease of the Lubbock Facility with Lubbock Heart Hospital, LLC, as tenant.
 
Accounting Treatment
 
The Company accounted for the acquisition of the Lubbock Facility as a business combination in accordance with the provisions of ASC Topic 805 - Business Combinations. The following table presents the preliminary purchase price allocation for the assets acquired as part of the acquisition:
 
Land and site improvements
 
$
1,566,487
 
Building and tenant improvements
 
 
5,725,355
 
In-place leases
 
 
414,189
 
Leasing costs
 
 
493,969
 
Total purchase price
 
$
8,200,000
 
 
The above allocation is preliminary and subject to revision within the measurement period, not to exceed one year from the date of the acquisition.
 
Sandusky Facility (Ballville Property)
 
On August 15, 2017, the Company purchased a medical office building located in Ballville, Ohio (the “Ballville Property”) from NOMS Property, LLC, for a purchase price of $1.3 million and entered into an amendment of the existing triple-net master lease dated October 7, 2016 (the “NOMS Lease”), between the Company, as lessor, and Northern Ohio Medical Specialists, LLC (“NOMS”), as tenant, whereby the Ballville Property was added to the NOMS Lease and leased to NOMS.
 
Unaudited Pro Forma Financial Information for the Three and Nine Months Ended September 30, 2017 and September 30, 2016
 
The following table illustrates the unaudited pro forma consolidated revenue, net income (loss), and income (loss) per share as if the facilities that the Company acquired during the nine months ended September 30, 2017 that were accounted for as business combinations (the Austin, Germantown, Lubbock, Flower Mound, Brockport, OCOM, Clermont and Lewisburg facilities) had occurred on January 1, 2016. The following summary of pro forma financial information is for the three and nine months ended September 30, 2017 and 2016:
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
9,425,057
 
$
4,909,852
 
$
25,736,802
 
$
13,808,974
 
Net income (loss)
 
$
653,952
 
$
(2,047,241)
 
$
(1,053,239)
 
$
(4,616,832)
 
Net income (loss) attributable to common stockholders
 
$
428,546
 
$
(2,047,241)
 
$
(1,284,133)
 
$
(4,616,832)
 
Income (loss) attributable to common stockholders per share – basic  and diluted
 
$
0.02
 
$
(0.12)
 
$
(0.07)
 
$
(0.71)
 
Weighted average shares outstanding – basic and diluted
 
 
21,522,251
 
 
17,371,743
 
 
18,938,367
 
 
6,514,230
 
 
Intangible Assets and Liabilities
 
The following is a summary of the carrying amount of intangible assets and liabilities as of September 30, 2017:
 
 
 
As of September 30, 2017
 
 
 
 
 
Accumulated
 
 
 
 
 
Cost
 
Amortization
 
Net
 
Assets
 
 
 
 
 
 
 
In-place leases
 
$
14,590,650
 
$
(1,056,983)
 
$
13,533,667
 
Above market ground lease
 
 
487,978
 
 
(3,972)
 
 
484,006
 
Above market leases
 
 
4,363,022
 
 
(73,911)
 
 
4,289,111
 
Leasing costs
 
 
7,866,982
 
 
(311,734)
 
 
7,555,248
 
 
 
$
27,308,632
 
$
(1,446,600)
 
$
25,862,032
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
Below market leases
 
$
1,145,030
 
$
(64,907)
 
$
1,080,123
 
 
The following is a summary of the carrying amount of intangible assets and liabilities as of December 31, 2016:
 
 
 
As of December 31, 2016
 
 
 
 
 
Accumulated
 
 
 
 
 
Cost
 
Amortization
 
Net
 
Assets
 
 
 
 
 
 
 
In-place leases
 
$
5,826,556
 
$
(34,789)
 
$
5,791,767
 
Above market leases
 
 
74,096
 
 
(443)
 
 
73,653
 
Leasing costs
 
 
1,286,389
 
 
(7,533)
 
 
1,278,856
 
 
 
$
7,187,041
 
$
(42,765)
 
$
7,144,276
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
Below market leases
 
$
279,354
 
$
(1,437)
 
$
277,917
 
 
The following is a summary of the acquired lease intangible amortization for the three and nine months ended September 30, 2017. The Company had no intangible assets or liabilities as of September 30, 2016 and therefore no amortization was incurred during the three and nine months ended September 30, 2016.
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
September 30, 2017
 
September 30, 2017
 
Amortization expense related to in-place leases
 
$
388,409
 
$
1,022,194
 
Amortization expense related to leasing costs
 
$
135,078
 
$
304,201
 
Decrease of rental revenue related to above market ground lease
 
$
1,702
 
$
3,972
 
Decrease of rental revenue related to above market leases
 
$
55,757
 
$
73,468
 
Increase of rental revenue related to below market leases
 
$
32,443
 
$
63,470
 
 
As of September 30, 2017, scheduled future aggregate net amortization of acquired lease intangible assets and liabilities for each fiscal year ended December 31 are listed below:
 
 
 
Net Decrease in Revenue
 
Net Increase in Expenses
 
2017
 
$
(113,108)
 
$
650,590
 
2018
 
 
(452,433)
 
 
2,602,359
 
2019
 
 
(452,433)
 
 
2,602,359
 
2020
 
 
(452,433)
 
 
2,602,359
 
2021
 
 
(455,278)
 
 
1,987,746
 
Thereafter
 
 
(1,767,309)
 
 
10,643,502
 
Total
 
$
(3,692,994)
 
$
21,088,915
 
 
As of September 30, 2017, the weighted average amortization period for asset lease intangibles and liability lease intangibles were 8.12 years and 8.32 years, respectively.