|
|
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
March 31, 2017
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Maryland
|
|
47-2887436
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
18191 Von Karman Avenue, Suite 300,
Irvine, California
|
|
92612
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
x
|
Smaller reporting company
|
o
|
|
|
|
Emerging growth company
|
x
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
(1)
|
Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of March 31, 2017 and December 31, 2016 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP, a variable interest entity and consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of
$35,600,000
and
$33,900,000
as of March 31, 2017 and December 31, 2016, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenue:
|
|
|
|
||||
Real estate revenue
|
$
|
4,052,000
|
|
|
$
|
—
|
|
Expenses:
|
|
|
|
||||
Rental expenses
|
1,187,000
|
|
|
—
|
|
||
General and administrative
|
748,000
|
|
|
150,000
|
|
||
Acquisition related expenses
|
73,000
|
|
|
—
|
|
||
Depreciation and amortization
|
1,711,000
|
|
|
—
|
|
||
Total expenses
|
3,719,000
|
|
|
150,000
|
|
||
Income (loss) from operations
|
333,000
|
|
|
(150,000
|
)
|
||
Interest expense (including amortization of deferred financing costs and debt premium)
|
(418,000
|
)
|
|
—
|
|
||
Net loss
|
(85,000
|
)
|
|
(150,000
|
)
|
||
Less: net loss attributable to redeemable noncontrolling interest
|
—
|
|
|
—
|
|
||
Net loss attributable to controlling interest
|
$
|
(85,000
|
)
|
|
$
|
(150,000
|
)
|
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted
|
$
|
(0.01
|
)
|
|
$
|
(7.20
|
)
|
Weighted average number of Class T and Class I common shares outstanding — basic and diluted
|
14,655,107
|
|
|
20,833
|
|
||
Distributions declared per Class T and Class I common share
|
$
|
0.15
|
|
|
$
|
—
|
|
|
Class T and Class I Common Stock
|
|
|
|
|
|
|
|||||||||||
|
Number
of Shares
|
|
Amount
|
|
Additional
Paid-In Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders’ Equity
|
|||||||||
BALANCE — December 31, 2016
|
11,377,439
|
|
|
$
|
114,000
|
|
|
$
|
99,492,000
|
|
|
$
|
(7,351,000
|
)
|
|
$
|
92,255,000
|
|
Issuance of common stock
|
7,609,328
|
|
|
76,000
|
|
|
75,539,000
|
|
|
—
|
|
|
75,615,000
|
|
||||
Offering costs — common stock
|
—
|
|
|
—
|
|
|
(7,608,000
|
)
|
|
—
|
|
|
(7,608,000
|
)
|
||||
Issuance of common stock under the DRIP
|
113,147
|
|
|
1,000
|
|
|
1,062,000
|
|
|
—
|
|
|
1,063,000
|
|
||||
Amortization of nonvested common stock compensation
|
—
|
|
|
—
|
|
|
14,000
|
|
|
—
|
|
|
14,000
|
|
||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,171,000
|
)
|
|
(2,171,000
|
)
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,000
|
)
|
|
(85,000
|
)
|
||||
BALANCE — March 31, 2017
|
19,099,914
|
|
|
$
|
191,000
|
|
|
$
|
168,499,000
|
|
|
$
|
(9,607,000
|
)
|
|
$
|
159,083,000
|
|
|
Stockholder’s Equity
|
|
|
|
|
|||||||||||||||||||||
|
Class T Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Number
of Shares
|
|
Amount
|
|
Additional
Paid-In Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholder’s Equity
|
|
Noncontrolling
Interest
|
|
Total Equity
|
|||||||||||||
BALANCE — December 31, 2015
|
20,833
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
2,000
|
|
|
$
|
202,000
|
|
Amortization of restricted common stock compensation
|
—
|
|
|
—
|
|
|
32,000
|
|
|
—
|
|
|
32,000
|
|
|
—
|
|
|
32,000
|
|
||||||
Reclassification of noncontrolling interest to mezzanine equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|
(2,000
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(150,000
|
)
|
|
(150,000
|
)
|
|
—
|
|
|
(150,000
|
)
|
||||||
BALANCE — March 31, 2016
|
20,833
|
|
|
$
|
—
|
|
|
$
|
232,000
|
|
|
$
|
(150,000
|
)
|
|
$
|
82,000
|
|
|
$
|
—
|
|
|
$
|
82,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(85,000
|
)
|
|
$
|
(150,000
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,711,000
|
|
|
—
|
|
||
Other amortization (including deferred financing costs, above/below-market leases, leasehold interests, above-market leasehold interests and debt premium)
|
77,000
|
|
|
—
|
|
||
Deferred rent
|
(273,000
|
)
|
|
—
|
|
||
Stock based compensation
|
14,000
|
|
|
32,000
|
|
||
Share discounts
|
3,000
|
|
|
—
|
|
||
Bad debt expense
|
14,000
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
50,000
|
|
|
—
|
|
||
Other assets
|
(422,000
|
)
|
|
(226,000
|
)
|
||
Accounts payable and accrued liabilities
|
429,000
|
|
|
37,000
|
|
||
Accounts payable due to affiliates
|
37,000
|
|
|
307,000
|
|
||
Prepaid rent
|
(165,000
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
1,390,000
|
|
|
—
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Acquisition of real estate investments
|
(74,714,000
|
)
|
|
—
|
|
||
Capital expenditures
|
(39,000
|
)
|
|
—
|
|
||
Real estate deposits
|
(800,000
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(75,553,000
|
)
|
|
—
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Payments on mortgage loan payable
|
(62,000
|
)
|
|
—
|
|
||
Borrowings under the Line of Credit
|
60,000,000
|
|
|
—
|
|
||
Payments on the Line of Credit
|
(58,300,000
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock
|
76,125,000
|
|
|
—
|
|
||
Deferred financing costs
|
(14,000
|
)
|
|
—
|
|
||
Payment of offering costs
|
(3,009,000
|
)
|
|
—
|
|
||
Distributions paid
|
(755,000
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
73,985,000
|
|
|
—
|
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(178,000
|
)
|
|
—
|
|
||
CASH AND CASH EQUIVALENTS — Beginning of period
|
2,237,000
|
|
|
202,000
|
|
||
CASH AND CASH EQUIVALENTS — End of period
|
$
|
2,059,000
|
|
|
$
|
202,000
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Interest
|
$
|
356,000
|
|
|
$
|
—
|
|
Income taxes
|
$
|
2,000
|
|
|
$
|
—
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
|
|
|
|
||||
Investing Activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
669,000
|
|
|
$
|
—
|
|
The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments:
|
|
|
|
||||
Other assets
|
$
|
103,000
|
|
|
$
|
—
|
|
Accounts payable and accrued liabilities
|
$
|
125,000
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Security deposits and prepaid rent
|
$
|
360,000
|
|
|
$
|
—
|
|
Financing Activities:
|
|
|
|
||||
Issuance of common stock under the DRIP
|
$
|
1,063,000
|
|
|
$
|
—
|
|
Distributions declared but not paid
|
$
|
885,000
|
|
|
$
|
—
|
|
Accrued Contingent Advisor Payment
|
$
|
7,456,000
|
|
|
$
|
—
|
|
Accrued stockholder servicing fee
|
$
|
6,540,000
|
|
|
$
|
—
|
|
Reclassification of noncontrolling interest to mezzanine equity
|
$
|
—
|
|
|
$
|
2,000
|
|
Receivable from transfer agent
|
$
|
521,000
|
|
|
$
|
—
|
|
|
March 31,
2017
|
|
December 31,
2016
|
||||
Building and improvements
|
$
|
177,586,000
|
|
|
$
|
106,442,000
|
|
Land
|
13,282,000
|
|
|
12,322,000
|
|
||
|
190,868,000
|
|
|
118,764,000
|
|
||
Less: accumulated depreciation
|
(1,962,000
|
)
|
|
(822,000
|
)
|
||
|
$
|
188,906,000
|
|
|
$
|
117,942,000
|
|
Acquisition(1)
|
|
Location
|
|
Type
|
|
Date Acquired
|
|
Contract Purchase Price
|
|
Line of Credit(2)
|
|
Total Acquisition Fee(3)
|
||||||
Battle Creek MOB
|
|
Battle Creek, MI
|
|
Medical Office
|
|
03/10/17
|
|
$
|
7,300,000
|
|
|
$
|
—
|
|
|
$
|
328,000
|
|
Reno MOB
|
|
Reno, NV
|
|
Medical Office
|
|
03/13/17
|
|
66,250,000
|
|
|
60,000,000
|
|
|
2,982,000
|
|
|||
Total
|
|
|
|
|
|
|
|
$
|
73,550,000
|
|
|
$
|
60,000,000
|
|
|
$
|
3,310,000
|
|
(1)
|
We own
100%
of our properties acquired in 2017.
|
(2)
|
Represents a borrowing under the Line of Credit, as defined in
Note 7, Line of Credit
, at the time of acquisition.
|
(3)
|
Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of
2.25%
of the contract purchase price upon the closing of the acquisition. In addition, the total acquisition fee includes a Contingent Advisor Payment, as defined in
Note 12, Related Party Transactions
, in the amount of
2.25%
of the contract purchase price of the property acquired, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions.
See Note 12, Related Party Transactions
— Acquisition and Development Stage — Acquisition Fee, for a further discussion.
|
|
|
2017 Acquisitions
|
||
Building and improvements
|
|
$
|
70,436,000
|
|
Land
|
|
960,000
|
|
|
In-place leases
|
|
4,115,000
|
|
|
Total assets acquired
|
|
75,511,000
|
|
|
Below-market leases
|
|
85,000
|
|
|
Above-market leasehold interests
|
|
396,000
|
|
|
Total liabilities assumed
|
|
481,000
|
|
|
Net assets acquired
|
|
$
|
75,030,000
|
|
|
March 31,
2017
|
|
December 31,
2016
|
||||
In-place leases, net of accumulated amortization of $1,001,000 and $430,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 7.5 years and 8.1 years as of March 31, 2017 and December 31, 2016, respectively)
|
$
|
16,048,000
|
|
|
$
|
12,504,000
|
|
Leasehold interests, net of accumulated amortization of $46,000 and $22,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 71.2 years and 71.5 years as of March 31, 2017 and December 31, 2016, respectively)
|
6,366,000
|
|
|
6,390,000
|
|
||
Above-market leases, net of accumulated amortization of $64,000 and $31,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 6.1 years and 6.3 years as of March 31, 2017 and December 31, 2016, respectively)
|
746,000
|
|
|
779,000
|
|
||
|
$
|
23,160,000
|
|
|
$
|
19,673,000
|
|
Year
|
|
Amount
|
||
2017
|
|
$
|
2,314,000
|
|
2018
|
|
2,938,000
|
|
|
2019
|
|
2,778,000
|
|
|
2020
|
|
2,264,000
|
|
|
2021
|
|
1,913,000
|
|
|
Thereafter
|
|
10,953,000
|
|
|
|
|
$
|
23,160,000
|
|
|
March 31,
2017
|
|
December 31,
2016
|
||||
Deferred financing costs, net of accumulated amortization of $199,000 and $112,000 as of March 31, 2017 and December 31, 2016, respectively(1)
|
$
|
856,000
|
|
|
$
|
943,000
|
|
Prepaid expenses and deposits
|
782,000
|
|
|
257,000
|
|
||
Deferred rent receivables
|
480,000
|
|
|
207,000
|
|
||
|
$
|
2,118,000
|
|
|
$
|
1,407,000
|
|
(1)
|
In accordance with ASU 2015-03,
Simplifying the Presentation of Debt Issuance Costs,
or ASU 2015-03, and ASU 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,
or ASU 2015-15, deferred financing costs, net only include costs related to the Line of Credit, as defined in
Note 7, Line of Credit
.
|
|
|
Amount
|
||
Beginning balance — December 31, 2016
|
|
$
|
3,965,000
|
|
Additions:
|
|
|
||
Amortization of deferred financing costs(1)
|
|
2,000
|
|
|
Deductions:
|
|
|
||
Scheduled principal payments on mortgage loan payable
|
|
(62,000
|
)
|
|
Amortization of premium on mortgage loan payable
|
|
(4,000
|
)
|
|
Ending balance — March 31, 2017
|
|
$
|
3,901,000
|
|
(1)
|
In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs only include costs related to our mortgage loan payable.
|
Year
|
|
Amount
|
||
2017
|
|
$
|
192,000
|
|
2018
|
|
268,000
|
|
|
2019
|
|
282,000
|
|
|
2020
|
|
297,000
|
|
|
2021
|
|
314,000
|
|
|
Thereafter
|
|
2,492,000
|
|
|
|
|
$
|
3,845,000
|
|
|
March 31,
2017
|
|
December 31,
2016
|
||||
Below-market leases, net of accumulated amortization of $127,000 and $60,000 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 5.8 years and 5.4 years as of March 31, 2017 and December 31, 2016, respectively)
|
$
|
1,081,000
|
|
|
$
|
1,063,000
|
|
Above-market leasehold interests, net of accumulated amortization of $1,000 and $0 as of March 31, 2017 and December 31, 2016, respectively (with a weighted average remaining life of 52.9 years and 0 years as of March 31, 2017 and December 31, 2016, respectively)
|
395,000
|
|
|
—
|
|
||
|
$
|
1,476,000
|
|
|
$
|
1,063,000
|
|
Year
|
|
Amount
|
||
2017
|
|
$
|
210,000
|
|
2018
|
|
279,000
|
|
|
2019
|
|
251,000
|
|
|
2020
|
|
88,000
|
|
|
2021
|
|
65,000
|
|
|
Thereafter
|
|
583,000
|
|
|
|
|
$
|
1,476,000
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Beginning balance
|
|
$
|
2,000
|
|
|
$
|
—
|
|
Reclassification from equity
|
|
—
|
|
|
2,000
|
|
||
Net loss attributable to redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
||
Ending balance
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
Number of Nonvested
Shares of our
Restricted Common Stock
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Balance — December 31, 2016
|
12,000
|
|
|
$
|
10.00
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Balance — March 31, 2017
|
12,000
|
|
|
$
|
10.00
|
|
Expected to vest — March 31, 2017
|
12,000
|
|
|
$
|
10.00
|
|
Officer’s Name
|
|
Title
|
|
Amount
|
|
Shares
|
|||
Jeffrey T. Hanson
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
$
|
57,000
|
|
|
6,178
|
|
Danny Prosky
|
|
President and Chief Operating Officer
|
|
60,000
|
|
|
6,423
|
|
|
Mathieu B. Streiff
|
|
Executive Vice President and General Counsel
|
|
60,000
|
|
|
6,436
|
|
|
Stefan K.L. Oh
|
|
Executive Vice President of Acquisitions
|
|
8,000
|
|
|
842
|
|
|
|
|
|
|
$
|
185,000
|
|
|
19,879
|
|
Fee
|
|
March 31,
2017
|
|
December 31,
2016
|
||||
Contingent Advisor Payment
|
|
$
|
7,456,000
|
|
|
$
|
5,404,000
|
|
Asset management fees
|
|
117,000
|
|
|
83,000
|
|
||
Property management fees
|
|
27,000
|
|
|
24,000
|
|
||
Operating expenses
|
|
20,000
|
|
|
20,000
|
|
||
|
|
$
|
7,620,000
|
|
|
$
|
5,531,000
|
|
|
|
Medical Office Buildings
|
|
Senior Housing
|
|
Three Months Ended
March 31, 2017
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Real estate revenue
|
|
$
|
3,671,000
|
|
|
$
|
381,000
|
|
|
$
|
4,052,000
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Rental expenses
|
|
1,153,000
|
|
|
34,000
|
|
|
1,187,000
|
|
|||
Segment net operating income
|
|
$
|
2,518,000
|
|
|
$
|
347,000
|
|
|
$
|
2,865,000
|
|
Expenses:
|
|
|
|
|
|
|
||||||
General and administrative
|
|
|
|
|
|
$
|
748,000
|
|
||||
Acquisition related expenses
|
|
|
|
|
|
73,000
|
|
|||||
Depreciation and amortization
|
|
|
|
|
|
1,711,000
|
|
|||||
Income from operations
|
|
|
|
|
|
333,000
|
|
|||||
Interest expense (including amortization of deferred financing costs and debt premium)
|
|
|
|
|
|
(418,000
|
)
|
|||||
Net loss
|
|
|
|
|
|
$
|
(85,000
|
)
|
|
|
Medical Office Buildings
|
|
Senior Housing
|
|
Three Months Ended
March 31, 2016
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Real estate revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Rental expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Segment net operating income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
General and administrative
|
|
|
|
|
|
150,000
|
|
|||||
Net loss
|
|
|
|
|
|
$
|
(150,000
|
)
|
|
March 31,
2017
|
|
December 31,
2016
|
||||
Medical office buildings
|
$
|
197,419,000
|
|
|
$
|
123,223,000
|
|
Senior housing
|
16,704,000
|
|
|
16,758,000
|
|
||
Other
|
3,861,000
|
|
|
2,777,000
|
|
||
Total assets
|
$
|
217,984,000
|
|
|
$
|
142,758,000
|
|
Tenant
|
|
Annualized
Base Rent(1) |
|
Percentage of
Annualized Base Rent
|
|
Acquisition
|
|
Reportable Segment
|
|
GLA
(Sq Ft) |
|
Lease Expiration
Date |
|||
Prime Healthcare Services – Reno
|
|
$
|
3,863,000
|
|
|
23.5%
|
|
Reno MOB
|
|
Medical Office
|
|
152,000
|
|
|
Multiple
|
(1)
|
Annualized base rent is based on contractual base rent from the leases in effect as of
March 31, 2017
. The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations.
|
|
March 31, 2017
|
||||||||
|
Number of
Buildings
|
|
Aggregate Contract
Purchase Price
|
|
Leased %
|
||||
Medical office buildings
|
12
|
|
|
$
|
195,620,000
|
|
|
92.7
|
%
|
Senior housing
|
2
|
|
|
16,750,000
|
|
|
100
|
%
|
|
Total/weighted average
|
14
|
|
|
$
|
212,370,000
|
|
|
93.4
|
%
|
|
Three Months Ended
March 31, 2017
|
||
Medical office buildings
|
$
|
3,671,000
|
|
Senior housing
|
381,000
|
|
|
Total
|
$
|
4,052,000
|
|
|
Three Months Ended
March 31, 2017
|
||
Building maintenance
|
$
|
388,000
|
|
Utilities
|
310,000
|
|
|
Real estate taxes
|
248,000
|
|
|
Property management fees — third party
|
75,000
|
|
|
Administration
|
60,000
|
|
|
Property management fees — affiliates
|
59,000
|
|
|
Amortization of leasehold interests
|
24,000
|
|
|
Insurance
|
14,000
|
|
|
Other
|
9,000
|
|
|
Total
|
$
|
1,187,000
|
|
|
Three Months Ended
March 31, 2017
|
|||||
Medical office buildings
|
$
|
1,153,000
|
|
|
31.4
|
%
|
Senior housing
|
34,000
|
|
|
8.9
|
%
|
|
Total/weighted average
|
$
|
1,187,000
|
|
|
29.3
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Asset management fees — affiliates
|
$
|
301,000
|
|
|
$
|
—
|
|
Professional and legal fees
|
187,000
|
|
|
53,000
|
|
||
Franchise taxes
|
74,000
|
|
|
—
|
|
||
Directors’ and officers’ liability insurance
|
55,000
|
|
|
29,000
|
|
||
Board of directors fees
|
53,000
|
|
|
30,000
|
|
||
Transfer agent services
|
32,000
|
|
|
—
|
|
||
Bad debt expense
|
14,000
|
|
|
—
|
|
||
Restricted stock compensation
|
14,000
|
|
|
32,000
|
|
||
Postage and delivery
|
13,000
|
|
|
2,000
|
|
||
Other
|
5,000
|
|
|
4,000
|
|
||
Total
|
$
|
748,000
|
|
|
$
|
150,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash and cash equivalents — beginning of period
|
$
|
2,237,000
|
|
|
$
|
202,000
|
|
Net cash provided by operating activities
|
1,390,000
|
|
|
—
|
|
||
Net cash used in investing activities
|
(75,553,000
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
73,985,000
|
|
|
—
|
|
||
Cash and cash equivalents — end of period
|
$
|
2,059,000
|
|
|
$
|
202,000
|
|
|
Three Months Ended
|
|||||
|
March 31, 2017
|
|||||
Distributions paid in cash
|
$
|
755,000
|
|
|
|
|
Distributions reinvested
|
1,063,000
|
|
|
|
||
|
$
|
1,818,000
|
|
|
|
|
Sources of distributions:
|
|
|
|
|||
Cash flows from operations
|
$
|
1,390,000
|
|
|
76.5
|
%
|
Offering proceeds
|
428,000
|
|
|
23.5
|
|
|
|
$
|
1,818,000
|
|
|
100
|
%
|
|
Three Months Ended
|
|||||
|
March 31, 2017
|
|||||
Distributions paid in cash
|
$
|
755,000
|
|
|
|
|
Distributions reinvested
|
1,063,000
|
|
|
|
||
|
$
|
1,818,000
|
|
|
|
|
Sources of distributions:
|
|
|
|
|||
FFO attributable to controlling interest
|
$
|
1,626,000
|
|
|
89.4
|
%
|
Offering proceeds
|
192,000
|
|
|
10.6
|
|
|
|
$
|
1,818,000
|
|
|
100
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
|
Total
|
||||||||||
Principal payments — fixed-rate debt
|
$
|
192,000
|
|
|
$
|
550,000
|
|
|
$
|
611,000
|
|
|
$
|
2,492,000
|
|
|
$
|
3,845,000
|
|
Interest payments — fixed-rate debt
|
148,000
|
|
|
356,000
|
|
|
296,000
|
|
|
455,000
|
|
|
1,255,000
|
|
|||||
Principal payments — variable-rate debt
|
—
|
|
|
35,600,000
|
|
|
—
|
|
|
—
|
|
|
35,600,000
|
|
|||||
Interest payments — variable-rate debt (based on rates in effect as of March 31, 2017)
|
1,237,000
|
|
|
2,735,000
|
|
|
—
|
|
|
—
|
|
|
3,972,000
|
|
|||||
Ground and other lease obligations
|
100,000
|
|
|
255,000
|
|
|
256,000
|
|
|
7,336,000
|
|
|
7,947,000
|
|
|||||
Total
|
$
|
1,677,000
|
|
|
$
|
39,496,000
|
|
|
$
|
1,163,000
|
|
|
$
|
10,283,000
|
|
|
$
|
52,619,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net loss
|
$
|
(85,000
|
)
|
|
$
|
(150,000
|
)
|
Add:
|
|
|
|
||||
Depreciation and amortization — consolidated properties
|
1,711,000
|
|
|
—
|
|
||
Less:
|
|
|
|
||||
Net loss attributable to redeemable noncontrolling interest
|
—
|
|
|
—
|
|
||
FFO attributable to controlling interest
|
$
|
1,626,000
|
|
|
$
|
(150,000
|
)
|
|
|
|
|
||||
Acquisition related expenses(1)
|
$
|
73,000
|
|
|
$
|
—
|
|
Amortization of above- and below-market leases(2)
|
(34,000
|
)
|
|
—
|
|
||
Change in deferred rent receivables(3)
|
(273,000
|
)
|
|
—
|
|
||
Adjustments for redeemable noncontrolling interest(4)
|
—
|
|
|
—
|
|
||
MFFO attributable to controlling interest
|
$
|
1,392,000
|
|
|
$
|
(150,000
|
)
|
Weighted average Class T and Class I common shares outstanding — basic and diluted
|
14,655,107
|
|
|
20,833
|
|
||
Net loss per Class T and Class I common share — basic and diluted
|
$
|
(0.01
|
)
|
|
$
|
(7.20
|
)
|
FFO attributable to controlling interest per Class T and Class I common share — basic and diluted
|
$
|
0.11
|
|
|
$
|
(7.20
|
)
|
MFFO attributable to controlling interest per Class T and Class I common share — basic and diluted
|
$
|
0.09
|
|
|
$
|
(7.20
|
)
|
(1)
|
In evaluating investments in real estate, we differentiate the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for publicly registered, non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition related expenses, we believe MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our advisor or its affiliates and third parties. Acquisition related expenses in connection with property acquisitions accounted for as business combinations under GAAP are considered operating expenses and as expenses included in the determination of net income (loss) and income (loss) from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property.
|
(2)
|
Under GAAP, above- and below-market leases are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate-related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, we believe that by excluding charges relating to the amortization of above- and below-market leases, MFFO may provide useful supplemental information on the performance of the real estate.
|
(3)
|
Under GAAP, rental revenue or rental expense is recognized on a straight-line basis over the terms of the related lease (including rent holidays). This may result in income recognition that is significantly different than the underlying contract terms. By adjusting for the change in deferred rent receivables, MFFO may provide useful supplemental information on the realized economic impact of lease terms, providing insight on the expected contractual cash flows of such lease terms, and aligns results with our analysis of operating performance.
|
(4)
|
Includes all adjustments to eliminate the redeemable noncontrolling interest’s share of the adjustments described in notes (1) – (3) above to convert our FFO to MFFO.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net loss
|
$
|
(85,000
|
)
|
|
$
|
(150,000
|
)
|
General and administrative
|
748,000
|
|
|
150,000
|
|
||
Acquisition related expenses
|
73,000
|
|
|
—
|
|
||
Depreciation and amortization
|
1,711,000
|
|
|
—
|
|
||
Interest expense
|
418,000
|
|
|
—
|
|
||
Net operating income
|
$
|
2,865,000
|
|
|
$
|
—
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Fixed-rate debt — principal payments
|
$
|
192,000
|
|
|
$
|
268,000
|
|
|
$
|
282,000
|
|
|
$
|
297,000
|
|
|
$
|
314,000
|
|
|
$
|
2,492,000
|
|
|
$
|
3,845,000
|
|
|
$
|
4,045,000
|
|
Weighted average interest rate on maturing fixed-rate debt
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5.25
|
%
|
|
—
|
%
|
|
—
|
|
||||||||
Variable-rate debt — principal payments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,600,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,600,000
|
|
|
$
|
35,600,000
|
|
Weighted average interest rate on maturing variable-rate debt (based on rates in effect as of March 31, 2017)
|
—
|
%
|
|
—
|
%
|
|
4.55
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
Three Months Ended
|
|||||
|
March 31, 2017
|
|||||
Distributions paid in cash
|
$
|
755,000
|
|
|
|
|
Distributions reinvested
|
1,063,000
|
|
|
|
||
|
$
|
1,818,000
|
|
|
|
|
Sources of distributions:
|
|
|
|
|||
Cash flows from operations
|
$
|
1,390,000
|
|
|
76.5
|
%
|
Offering proceeds
|
428,000
|
|
|
23.5
|
|
|
|
$
|
1,818,000
|
|
|
100
|
%
|
|
Three Months Ended
|
|||||
|
March 31, 2017
|
|||||
Distributions paid in cash
|
$
|
755,000
|
|
|
|
|
Distributions reinvested
|
1,063,000
|
|
|
|
||
|
$
|
1,818,000
|
|
|
|
|
Sources of distributions:
|
|
|
|
|||
FFO attributable to controlling interest
|
$
|
1,626,000
|
|
|
89.4
|
%
|
Offering proceeds
|
192,000
|
|
|
10.6
|
|
|
|
$
|
1,818,000
|
|
|
100
|
%
|
|
Amount
|
||
Gross offering proceeds — Class T and Class I common stock
|
$
|
187,691,000
|
|
Gross offering proceeds from Class T and Class I shares issued pursuant to the DRIP
|
1,859,000
|
|
|
Total gross offering proceeds
|
189,550,000
|
|
|
Less public offering expenses:
|
|
||
Selling commissions
|
5,115,000
|
|
|
Dealer manager fees
|
5,547,000
|
|
|
Advisor funding of dealer manager fees
|
(3,708,000
|
)
|
|
Other organizational and offering expenses
|
3,748,000
|
|
|
Advisor funding of other organizational and offering expenses
|
(3,748,000
|
)
|
|
Net proceeds from our offering
|
$
|
182,596,000
|
|
|
|
|
|
|
Griffin-American Healthcare REIT IV, Inc.
(Registrant)
|
|
|
|
|
|
|
|
|
May 10, 2017
|
|
By:
|
|
/s/ J
EFFREY
T. H
ANSON
|
|
|
Date
|
|
|
|
|
Jeffrey T. Hanson
|
|
|
|
|
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
May 10, 2017
|
|
By:
|
|
/s/ B
RIAN
S. P
EAY
|
|
|
Date
|
|
|
|
|
Brian S. Peay
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
3.1
|
Third Articles of Amendment and Restatement of Griffin-American Healthcare REIT IV, Inc., dated December 28, 2015 (included as Exhibit 3.1 to Pre-effective Amendment No. 2 to our Registration Statement on Form S-11 (File No. 333-205960) filed January 5, 2016 and incorporated herein by reference)
|
|
|
3.2
|
Articles Supplementary of Griffin-American Healthcare REIT IV, Inc. filed May 25, 2016 (included as Exhibit 3.1 to our Current Report on Form 8-K filed May 26, 2016 and incorporated herein by reference)
|
|
|
3.3
|
Second Amended and Restated Bylaws of Griffin-American Healthcare REIT IV, Inc. (included as Exhibit 3.2 to Pre-effective Amendment No. 2 to our Registration Statement on Form S-11 (File No. 333-205960) filed January 5, 2016 and incorporated herein by reference)
|
|
|
4.1
|
Form of Subscription Agreement of Griffin-American Healthcare REIT IV, Inc. (included as Exhibit 4.1 to Post-effective Amendment No. 7 to our Registration Statement on Form S-11 (File No. 333-205960) filed March 29, 2017 and incorporated herein by reference)
|
|
|
4.2
|
Amended and Restated Distribution Reinvestment Plan of Griffin-American Healthcare REIT IV, Inc. (included as Exhibit 4.2 to Post-effective Amendment No. 7 to our Registration Statement on Form S-11 (File No. 333-205960) filed March 29, 2017 and incorporated herein by reference)
|
|
|
4.3
|
Escrow Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and UMB Bank, N.A., dated February 16, 2016 (included as Exhibit 4.4 to our Annual Report on Form 10-K for the year ended December 31, 2015 filed March 7, 2016 and incorporated herein by reference)
|
|
|
10.1
|
Amendment No. 2 to Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated February 13, 2017 and effective as of March 1, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed February 17, 2017 and incorporated herein by reference)
|
|
|
10.2
|
Agreement of Purchase and Sale and Joint Escrow Instructions by and between Arlington Medical Properties, LLC, Universal Health Realty Income Trust and GAHC4 Reno NV MOB, LLC, dated February 16, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed February 17, 2017 and incorporated herein by reference)
|
|
|
10.3
|
First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions by and among Arlington Medical Properties, LLC, Universal Health Realty Income Trust, GAHC4 Reno NV MOB, LLC and First American Title Insurance Company, dated March 8, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed March 13, 2017 and incorporated herein by reference)
|
|
|
10.4
|
Purchase and Sale Agreement by and between GAHC4 SW Illinois Senior Housing Portfolio, LLC, A&M Property Holding, LLC and Garden Place, LLC, dated March 13, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed March 17, 2017 and incorporated herein by reference)
|
|
|
10.5
|
Closing Agreement by and between GAHC4 SW Illinois Senior Housing Portfolio, LLC and CSL Illinois I, LLC, dated March 13, 2017 (included as Exhibit 10.2 to our Current Report on Form 8-K filed March 17, 2017 and incorporated herein by reference)
|
|
|
10.6
|
Amendment No. 3 to Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated March 29, 2017 (included as Exhibit 1.4 to Post-effective Amendment No. 7 to our Registration Statement on Form S-11 (File No. 333-205960) filed March 29, 2017 and incorporated herein by reference)
|
|
|
10.7
|
Share Repurchase Plan of Griffin-American Healthcare REIT IV, Inc. (included as Exhibit 4.3 to Post-effective Amendment No. 7 to our Registration Statement on Form S-11 (File No. 333-205960) filed March 29, 2017 and incorporated herein by reference)
|
|
|
31.1*
|
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2*
|
Certification of Chief
Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1**
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32.2**
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101.INS*
|
XBRL Instance Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished herewith. In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
|
May 10, 2017
|
|
By:
|
|
/s/ J
EFFREY
T. H
ANSON
|
Date
|
|
|
|
Jeffrey T. Hanson
|
|
|
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
|
|
|
(Principal Executive Officer)
|
May 10, 2017
|
|
By:
|
|
/s/ B
RIAN
S. P
EAY
|
Date
|
|
|
|
Brian S. Peay
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
May 10, 2017
|
|
By:
|
|
/s/ J
EFFREY
T. H
ANSON
|
Date
|
|
|
|
Jeffrey T. Hanson
|
|
|
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
|
|
|
(Principal Executive Officer)
|
May 10, 2017
|
|
By:
|
|
/s/ B
RIAN
S. P
EAY
|
Date
|
|
|
|
Brian S. Peay
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|