Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document - Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC. | ' |
Entity Central Index Key | '0001561032 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 29,313,846 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real estate investments, at cost: | ' | ' |
Land | $4,351 | $3,220 |
Buildings, fixtures and improvements | 52,592 | 37,114 |
Acquired intangible lease assets | 7,733 | 5,952 |
Total real estate investments, at cost | 64,676 | 46,286 |
Less: accumulated depreciation and amortization | -1,969 | -1,094 |
Total real estate investments, net | 62,707 | 45,192 |
Cash and cash equivalents | 406,340 | 111,833 |
Receivable for sale of common stock | 7,560 | 1,286 |
Prepaid expenses and other assets | 3,875 | 1,888 |
Deferred costs | 1,292 | 7 |
Total assets | 481,774 | 160,206 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable and accrued expenses | 2,012 | 962 |
Below-market lease liability, net | 54 | 57 |
Deferred rent and other liabilities | 77 | 46 |
Distributions payable | 2,831 | 992 |
Total liabilities | 4,974 | 2,057 |
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding at March 31, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 22,277,430 and 7,529,789 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively | 223 | 75 |
Additional paid-in capital | 486,848 | 161,952 |
Accumulated deficit | -10,271 | -3,878 |
Total stockholders' equity | 476,800 | 158,149 |
Total liabilities and stockholders' equity | $481,774 | $160,206 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (usd per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (usd per share) | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 22,277,430 | 7,529,789 |
Common stock, shares outstanding | 22,277,430 | 7,529,789 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Rental income | $1,127 | $0 |
Operating expense reimbursements | 260 | 0 |
Total revenues | 1,387 | 0 |
Expenses: | ' | ' |
Property operating | 294 | 0 |
Acquisition and transaction related | 404 | 0 |
General and administrative | 412 | 47 |
Depreciation and amortization | 857 | 0 |
Total expenses | 1,967 | 47 |
Operating loss | -580 | -47 |
Other income (expense): | ' | ' |
Interest expense | -3 | 0 |
Other income | 1 | 0 |
Total other expense | -2 | 0 |
Net loss | -582 | -47 |
Comprehensive loss | ($582) | ($47) |
Basic and diluted weighted-average shares outstanding | 13,623,545 | 8,888 |
Basic and diluted net loss per share (usd per share) | ($0.04) | ' |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
In Thousands, except Share data, unless otherwise specified | ||||
Beginning Balance at Dec. 31, 2013 | $158,149 | $75 | $161,952 | ($3,878) |
Beginning Balance (in shares) at Dec. 31, 2013 | ' | 7,529,789 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Issuance of common stock (in shares) | ' | 14,661,262 | ' | ' |
Issuance of common stock | 364,356 | 147 | 364,209 | ' |
Common stock offering costs, commissions and dealer manager fees | -41,368 | ' | -41,368 | ' |
Common stock issued through distribution reinvestment plan (in shares) | ' | 86,179 | ' | ' |
Common stock issued through distribution reinvestment plan | 2,047 | 1 | 2,046 | ' |
Share-based compensation (in shares) | ' | 200 | ' | ' |
Share-based compensation | 9 | ' | 9 | ' |
Distributions declared | -5,811 | ' | ' | -5,811 |
Net loss | -582 | ' | ' | -582 |
Ending Balance at Mar. 31, 2014 | $476,800 | $223 | $486,848 | ($10,271) |
Ending Balance (in shares) at Mar. 31, 2014 | ' | 22,277,430 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($582) | ($47) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 623 | 0 |
Amortization of intangibles | 234 | 0 |
Accretion of below-market lease liability and amortization of above-market lease assets, net | 15 | 0 |
Share-based compensation | 9 | 3 |
Changes in assets and liabilities: | ' | ' |
Prepaid expenses and other assets | 743 | 0 |
Accounts payable and accrued expenses | 228 | 44 |
Deferred rent and other liabilities | 31 | 0 |
Net cash provided by operating activities | 1,301 | 0 |
Cash flows from investing activities: | ' | ' |
Investment in real estate and other assets | -18,340 | 0 |
Deposits for real estate acquisitions | -2,246 | 0 |
Net cash used in investing activities | -20,586 | 0 |
Cash flows from financing activities: | ' | ' |
Payments of deferred financing costs | -1,285 | 0 |
Proceeds from issuance of common stock | 358,082 | 0 |
Common stock repurchases | -40 | 0 |
Payments of offering costs and fees related to common stock issuances | -40,556 | -37 |
Distributions paid | -1,925 | 0 |
Advances from (payments to) affiliate | -484 | 37 |
Net cash provided by financing activities | 313,792 | 0 |
Net change in cash | 294,507 | 0 |
Cash, beginning of period | 111,833 | 3 |
Cash, end of period | 406,340 | 3 |
Non-Cash Financing Activities: | ' | ' |
Common stock issued through distribution reinvestment plan | 2,047 | 0 |
Reclassification of deferred offering costs to equity | $0 | $807 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization | ' |
Organization | |
American Realty Capital Healthcare Trust II, Inc. (the "Company") was incorporated on October 15, 2012 as a Maryland corporation that intends to elect and qualify to be taxed as a real estate investment trust for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013. On February 14, 2013, the Company commenced its ongoing initial public offering (the "IPO") on a "reasonable best efforts" basis of up to $1.7 billion of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11, as amended (File No. 333-184677) (the "Registration Statement"), filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. The Registration Statement also covers up to 14.7 million shares of common stock available pursuant to a distribution reinvestment plan (the "DRIP") under which common stockholders may elect to have their distributions reinvested in additional shares of common stock. | |
As of March 31, 2014, the Company had 22.3 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total gross proceeds from the IPO and the DRIP of $553.2 million. As of March 31, 2014, the aggregate value of all share issuances and subscriptions of common stock outstanding was $556.7 million based on a per share value of $25.00 (or $23.75 for shares issued under the DRIP). Until the filing of the Company's second quarterly financial filing with the SEC pursuant to the Securities Act of 1934, as amended, following February 14, 2015, which is two years from the effective date of the IPO, the per share purchase price in the IPO will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will be based on the greater of $23.75 per share or 95% of the estimated value of a share of common stock. Thereafter, the per share purchase price will vary quarterly and will be equal to the net asset value ("NAV") per share, as determined by American Realty Capital Healthcare II Advisors, LLC (the "Advisor"), plus applicable commissions and fees and the per share purchase price in the DRIP will be equal to the NAV per share. The Company reserves the right to reallocate shares covered in the Registration Statement between the IPO and the DRIP. | |
The Company was formed to acquire a diversified portfolio of real estate properties, focusing primarily on building a portfolio of healthcare-related assets, including medical office buildings, senior housing and other healthcare-related facilities. All such properties may be acquired and operated by the Company alone or jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate. The Company purchased its first property and commenced real estate operations in May 2013. As of March 31, 2014, the Company owned ten properties consisting of 224,437 rentable square feet, which were 91.3% leased, with a weighted-average remaining lease term of 7.6 years. | |
Substantially all of the Company's business is conducted through American Realty Capital Healthcare Trust II Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP ("OP units"). American Realty Capital Healthcare II Special Limited Partnership, LLC (the "Special Limited Partner"), an entity controlled by the Company's sponsor, American Realty Capital VII, LLC (the "Sponsor"), contributed $2,020 to the OP in exchange for 90 OP units, which represents a nominal percentage of the aggregate OP ownership. A holder of OP units has the right to convert OP units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP, provided, however, that such OP units must have been outstanding for at least one year. The remaining rights of the limited partners in the OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. | |
The Company has no direct employees. The Advisor has been retained by the Company to manage the Company's affairs on a day-to-day basis. The Company has retained American Realty Capital Healthcare II Properties, LLC (the "Property Manager") to serve as the Company's property manager. Realty Capital Securities, LLC (the "Dealer Manager") serves as the dealer manager of the IPO. The Advisor, the Property Manager and the Dealer Manager are under common ownership with the Sponsor, as a result of which, they are related parties, and each of which will receive compensation, fees and expense reimbursements for services related to the IPO and the investment and management of the Company's assets. The Advisor, Property Manager and Dealer Manager will receive compensation, fees and expense reimbursements during the Company's offering, acquisition, operational and liquidation stages. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results for the entire year or any subsequent interim period. | |
These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2013, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2014. There have been no significant changes to Company's significant accounting policies during the three months ended March 31, 2014 other than the updates described below. | |
Recent Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In April 2014, the FASB amended the requirements for reporting discontinued operations. Under the revised guidance, in addition to other disclosure requirements, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale, disposed of by sale or other than by sale. The Company has adopted the provisions of this guidance effective January 1, 2014, and have applied the provisions prospectively. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Real_Estate_Investments
Real Estate Investments | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Real Estate Investments, Net [Abstract] | ' | ||||||||
Real Estate Investments | ' | ||||||||
Real Estate Investments | |||||||||
The following table presents the allocation of the assets acquired during the three months ended March 31, 2014. There were no assets acquired or liabilities assumed during the three months ended March 31, 2013. | |||||||||
Three Months Ended | |||||||||
(Dollar amounts in thousands) | March 31, 2014 | ||||||||
Real estate investments, at cost: | |||||||||
Land | $ | 1,131 | |||||||
Buildings, fixtures and improvements | 15,478 | ||||||||
Total tangible assets | 16,609 | ||||||||
Acquired intangibles: | |||||||||
In-place leases | 1,574 | ||||||||
Above-market lease assets | 207 | ||||||||
Total assets acquired, net | 18,390 | ||||||||
Other liabilities assumed | (50 | ) | |||||||
Cash paid for acquired real estate investments | $ | 18,340 | |||||||
Number of properties purchased | 3 | ||||||||
The following table presents unaudited pro forma information as if the acquisitions during the three months ended March 31, 2014, had been consummated on January 1, 2013. Additionally, the unaudited pro forma net loss was adjusted to exclude acquisition and transaction related expense of $0.4 million from the three months ended March 31, 2014. | |||||||||
Three Months Ended March 31, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Pro forma revenues | $ | 1,644 | $ | 453 | |||||
Pro forma net loss | $ | (247 | ) | $ | (136 | ) | |||
The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items. | |||||||||
(In thousands) | Future Minimum | ||||||||
Base Rent Payments | |||||||||
April 1, 2014 - December 31, 2014 | $ | 3,769 | |||||||
2015 | 4,857 | ||||||||
2016 | 4,672 | ||||||||
2017 | 4,392 | ||||||||
2018 | 3,614 | ||||||||
Thereafter | 20,363 | ||||||||
$ | 41,667 | ||||||||
The following table lists the tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or more of total annualized rental income for all properties on a straight-line basis as of March 31, 2014. The Company did not own any properties and had no tenants whose annualized rental income on a straight-line basis represented 10% or more of total annualized rental income for all properties on a straight-line basis as of March 31, 2013. | |||||||||
March 31, | |||||||||
Tenant | 2014 | ||||||||
IASIS Healthcare, LLC | 11.20% | ||||||||
National Mentor Holdings, Inc. | 18.10% | ||||||||
The termination, delinquency or non-renewal of leases by one or more of the above tenants may have a material adverse effect on revenues. | |||||||||
The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income for all properties on a straight-line basis as of March 31, 2014. The Company did not own any properties and had no state concentrations as of March 31, 2013. | |||||||||
March 31, | |||||||||
State | 2014 | ||||||||
Arizona | 15.70% | ||||||||
Colorado | 18.10% | ||||||||
Georgia | 11.20% | ||||||||
Illinois | 16.80% | ||||||||
Louisiana | 11.20% |
Revolving_Credit_Facility
Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Revolving Credit Facility | ' |
Revolving Credit Facility | |
On March 21, 2014, the Company entered into a senior secured credit facility in the amount of $50.0 million (the "Credit Facility"). On April 15, 2014, the Company entered into an increase letter, increasing the amount available under the Credit Facility to $200.0 million. The Credit Facility contains an "accordion" feature to allow the Company, under certain circumstances, to increase the aggregate commitments under the Credit Facility to a maximum of $450.0 million. | |
The Company has the option, based upon its leverage, to have the Credit Facility priced at either: (a) LIBOR, plus an applicable margin that ranges from 1.60% to 2.20%; or (b) the Base Rate, plus an applicable margin that ranges from 0.35% to 0.95%. Base Rate is defined in the Credit Facility as the greatest of (i) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate,” (ii) 0.5% above the federal funds effective rate or (iii) one-month LIBOR plus 1.0%. | |
The Credit Facility provides for monthly interest payments for each Base Rate loan and periodic payments for each LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date on March 21, 2017, subject to two one-year extension options. The Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty (subject to standard breakage costs). In the event of a default, the lender have the right to terminate its obligations under the Credit Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans. | |
Availability of borrowings is based on a pool of eligible unencumbered real estate assets. The Company did not have any borrowing capacity as of March 31, 2014, as there were no assets assigned to the borrowing base of the Credit Facility as of March 31, 2014. There were no advances outstanding as of March 31, 2014. | |
The Credit Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of March 31, 2014, the Company was in compliance with the financial covenants under the Credit Facility agreement. |
Common_Stock
Common Stock | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||
Common Stock | ' | ||||||||||
Common Stock | |||||||||||
The Company had 22.3 million and 7.5 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total proceeds of $553.2 million and $186.8 million, including proceeds from shares issued pursuant to the DRIP, as of March 31, 2014 and December 31, 2013, respectively. | |||||||||||
On April 9, 2013, the Company's board of directors authorized, and the Company declared, a distribution rate, which is calculated based on stockholders of record each day during the applicable period at a rate of $0.0046575343 per day based on a price of $25.00 per share of common stock. Distributions began to accrue on May 24, 2013, 15 days following the Company's initial property acquisition. Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured. | |||||||||||
The Company has a Share Repurchase Program ("SRP") that enables stockholders, subject to certain conditions and limitations, to sell their shares to the Company. Under the SRP, stockholders may request that the Company repurchase all or any portion of their shares of common stock, if such repurchase does not impair the Company's capital or operations. The Company will fund repurchases from proceeds from the sale of common stock pursuant to the DRIP. The following table summarizes the number of shares repurchased under the SRP cumulatively through March 31, 2014: | |||||||||||
Number of Requests | Number of Shares Repurchased | Average Price per Share | |||||||||
Cumulative repurchases as of December 31, 2013 | 2 | 1,600 | $ | 25 | |||||||
Three months ended March 31, 2014 | — | — | — | ||||||||
Cumulative repurchases as of March 31, 2014 | 2 | 1,600 | $ | 25 | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Litigation | |
In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company. | |
Environmental Matters | |
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of March 31, 2014, the Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. |
Related_Party_Transactions_and
Related Party Transactions and Arrangements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||
Related Party Transactions and Arrangements | ' | ||||||||||||||||
Related Party Transactions and Arrangements | |||||||||||||||||
As of March 31, 2014 and December 31, 2013, the Special Limited Partner owned 8,888 shares of the Company's outstanding common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. As of December 31, 2013, the Company had $0.5 million payable to affiliated entities, primarily related to funding the payment of third party professional fees and offering costs. There were no such amounts payable as of March 31, 2014. | |||||||||||||||||
Fees Paid in Connection with the IPO | |||||||||||||||||
The Dealer Manager receives fees and compensation in connection with the sale of the Company's common stock in the IPO. The Dealer Manager receives a selling commission of up to 7.0% of the per share purchase price of offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager receives up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager may reallow its dealer-manager fee to such participating broker-dealers. A participating broker dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer manager fees) by such participating broker dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option is elected, the dealer manager fee will be reduced to 2.5% of gross proceeds (not including selling commissions and dealer manager fees). The following table details total selling commissions and dealer manager fees incurred from and due to the Dealer Manager as of and for the periods presented: | |||||||||||||||||
Payable as of | |||||||||||||||||
Three Months Ended March 31, | March 31, | December 31, | |||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 34,475 | $ | — | $ | 708 | $ | 127 | |||||||||
The Advisor and its affiliates receive compensation and reimbursement for services relating to the IPO, including transfer agent services provided by an affiliate of the Dealer Manager. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are charged to additional paid-in capital on the accompanying balance during the IPO. The following table details offering costs and reimbursements incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: | |||||||||||||||||
Payable as of | |||||||||||||||||
Three Months Ended March 31, | March 31, | December 31, | |||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Fees and expense reimbursements from the Advisor and Dealer Manager | $ | 6,250 | $ | 298 | $ | 274 | $ | 192 | |||||||||
The Company is responsible for offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds received from the IPO, measured at the end of the IPO. Offering costs in excess of the 2.0% cap as of the end of the IPO are the Advisor's responsibility. As of March 31, 2014, offering and related costs, excluding commissions and dealer manager fees, exceeded 2.0% of gross proceeds received from the IPO by $3.1 million. | |||||||||||||||||
After the general escrow break, the Advisor and the Dealer Manager elected to cap cumulative offering costs for the IPO, including selling commissions and dealer manager fees, incurred by the Company, net of unpaid amounts, to 15% of gross common stock proceeds during the offering period of the IPO. As of March 31, 2014, cumulative offering costs were $66.2 million. Cumulative offering costs net of unpaid amounts, were less than the 15% threshold as of March 31, 2014. | |||||||||||||||||
Fees Paid in Connection With the Operations of the Company | |||||||||||||||||
The Advisor receives an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. The Advisor is also paid for services provided for which they incur investment-related expenses, or insourced expenses. Such insourced expenses will be fixed initially at, and may not exceed, 0.5% of the contract purchase price of each acquired property and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company pays third party acquisition expenses. Once the proceeds from the IPO have been fully invested, the aggregate amount of acquisition fees and financing coordination fees (as described below) shall not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment for all the assets acquired. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees payable with respect to the Company's portfolio of investments or reinvestments exceed 4.5% of the contract purchase price of the Company's portfolio to be measured at the close of the acquisition phase or 4.5% of the amount advanced for all loans or other investments. | |||||||||||||||||
If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. | |||||||||||||||||
For its asset management services, the Company issues (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP ("Class B Units") in an amount equal to the excess of the cost of the Company's assets multiplied by 0.1875% less any amounts payable as an oversight fee (as described below) divided by the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $22.50 (the IPO price minus selling commissions and dealer manager fees) and, at such time as the Company calculates NAV, to per share NAV. However, if the amounts payable as an oversight fee for such quarter exceed the amount of the cost of the Company's assets multiplied by 0.1875% for such quarter (an excess oversight fee), no Class B Units shall be issued for such quarter and the excess oversight fee shall be carried forward to the next succeeding calendar quarter and included with and treated as amounts payable as an oversight fee for such quarter for purposes of determining the amount of restricted Class B Units issuable for that quarter. In addition, the sum of the cost of the Company's assets multiplied by 0.1875% for a calendar year plus the amounts payable as an oversight fee for such calendar year, shall not be less than 0.75% of the cost of assets for such calendar year. The Advisor will be entitled to receive distributions on the vested and unvested Class B units it receives in connection with its asset management subordinated participation at the same rate as distributions received on the Company's common stock; such distributions will be in addition to the incentive fees the Advisor and its affiliates may receive from the Company, including, without limitation, the annual subordinated performance fee and the subordinated participation in net sales proceeds, the subordinated incentive listing distribution or the subordinated distribution upon termination of the advisory agreement, as applicable. The restricted Class B Units shall not be convertible into unrestricted Class B Units until such time as the adjusted market value of the OP's assets plus applicable distributions equals the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded return to investors and only at such time as the capital account associated with a restricted Class B Unit equals the capital account of an unrestricted Class B Unit. As of March 31, 2014, the Company's board of directors approved the issuance of 7,785 Class B Units to the Advisor in connection with this arrangement. | |||||||||||||||||
Unless the Company contracts with a third party, the Company will pay the Property Manager a property management fee of 1.5% of gross revenues from the Company's stand-alone single-tenant net leased properties and 2.5% of gross revenues from all other types of properties, respectively. The Company will also reimburse the affiliate for property level expenses. If the Company contracts directly with third parties for such services, the Company will pay them customary market fees and will pay the Property Manager an oversight fee of up to 1.0% of the gross revenues of the property managed. In no event will the Company pay the Property Manager or any affiliate both a property management fee and an oversight fee with respect to any particular property. | |||||||||||||||||
Effective June 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees are amortized over approximately 20.5 months, the estimated remaining term of the IPO and are included in general and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss. | |||||||||||||||||
The following table details amounts incurred, forgiven and payable in connection with the Company's operations-related services described above as of and for the periods presented. The Company did not incur any such fees as of or for the three months ended March 31, 2014. | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, 2014 | March 31, | December 31, | |||||||||||||||
(In thousands) | Incurred | Forgiven | 2014 | 2013 | |||||||||||||
One-time fees and reimbursements: | |||||||||||||||||
Acquisition fees and related cost reimbursements | $ | 276 | $ | — | $ | — | $ | — | |||||||||
Financing coordination fees | 375 | — | — | — | |||||||||||||
Other expense reimbursements | — | — | — | — | |||||||||||||
Ongoing fees: | |||||||||||||||||
Property management and leasing fees | — | 18 | — | — | |||||||||||||
Strategic advisory fees | 135 | — | — | — | |||||||||||||
Distributions on Class B Units | 2 | — | — | 1 | |||||||||||||
Total related party operation fees and reimbursements | $ | 788 | $ | 18 | $ | — | $ | 1 | |||||||||
The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services during the operational stage; however, the Company may not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees, acquisition expenses or real estate commissions. No reimbursement was incurred from the Advisor for providing services during the three months ended March 31, 2014 or 2013. | |||||||||||||||||
In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. Because the Advisor may waive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that are forgiven are not deferrals and accordingly, will not be paid to the Advisor. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's property operating and general and administrative costs, which the Company will not repay. No such fees were absorbed during the three months ended March 31, 2014 or 2013. The Company did not have any receivable due from the Advisor related to absorbed general and administrative costs as of March 31, 2014. The Company had a $1.0 million receivable due from the Advisor related to absorbed general and administrative costs as of December 31, 2013 which was paid by the Advisor during the three months ended March 31, 2014. | |||||||||||||||||
Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets | |||||||||||||||||
The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of the Company's total return to stockholders, payable annually in arrears, such that for any year in which the Company's total return on stockholders' capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, distributions or other event which results in the return on stockholders' capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the three months ended March 31, 2014 or 2013. | |||||||||||||||||
The Company will pay a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and 50.0% of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 4.5% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services are provided in connection with the sale. No such fees were incurred during the three months ended March 31, 2014 or 2013. | |||||||||||||||||
If the Company is not simultaneously listed on an exchange, the Company intends to pay the Special Limited Partner a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6.0% cumulative, pre-tax non-compounded return on the capital contributed by investors. The Company cannot assure that it will provide this 6.0% return but the Special Limited Partner will not be entitled to the subordinated participation in net sale proceeds unless the Company's investors have received a 6.0% cumulative non-compounded return on their capital contributions. No such fees were incurred during the three months ended March 31, 2014 or 2013. | |||||||||||||||||
If the common stock of the Company is listed on a national exchange, the Company expects to pay the Special Limited Partner a subordinated incentive listing distribution of 15.0% of the amount by which the adjusted market value of real estate assets plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Company cannot assure that it will provide this 6.0% return but the Special Limited Partner will not be entitled to the subordinated incentive listing fee unless investors have received a 6.0% cumulative, pre-tax non-compounded return on their capital contributions. No such fees were incurred during the three months ended March 31, 2014 or 2013. Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in the net proceeds and the subordinated listing distribution. | |||||||||||||||||
Upon termination or non-renewal of the advisory agreement with the Advisor, with or without cause, the Special Limited Partner, through its controlling interest in the Advisor, will be entitled to receive distributions from the OP equal to 15% of the amount by which the sum of the Company's market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6% cumulative, pre-tax, non-compounded return to investors. The Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. |
Economic_Dependency
Economic Dependency | 3 Months Ended |
Mar. 31, 2014 | |
Economic Dependency [Abstract] | ' |
Economic Dependency | ' |
Economic Dependency | |
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common ownership with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's common stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations. | |
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Share-based Compensation [Abstract] | ' | |||||||
Share-Based Compensation | ' | |||||||
Share-Based Compensation | ||||||||
Restricted Share Plan | ||||||||
The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP may not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 3.4 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). | ||||||||
Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares. The following table reflects restricted share award activity for the three months ended March 31, 2014: | ||||||||
Number of Common Shares | Weighted-Average Issue Price | |||||||
Unvested, December 31, 2013 | 3,999 | $ | 22.5 | |||||
Vested | (800 | ) | 22.5 | |||||
Unvested, March 31, 2014 | 3,199 | $ | 22.5 | |||||
As of March 31, 2014, the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP. That cost is expected to be recognized over a weighted-average period of 3.9 years. The fair value of the restricted shares is being expensed over the vesting period of five years. Compensation expense related to restricted stock was approximately $4,000 and $3,000 during the three months ended March 31, 2014 and 2013, respectively, and is recorded as general and administrative expense in the accompanying consolidated statements of operations. | ||||||||
Other Share-Based Compensation | ||||||||
The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at the respective director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. During the three months ended March 31, 2014, the Company issued 200 shares in lieu of approximately $5,000 in cash. There were no shares issued in lieu of cash during the three months ended March 31, 2013. |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Net Loss Per Share | ' | ||||||||
Net Loss Per Share | |||||||||
The following is a summary of the basic and diluted net loss per share computation for the three months ended March 31, 2014 and 2013: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Net loss (in thousands) | $ | (582 | ) | $ | (47 | ) | |||
Basic and diluted weighted-average shares outstanding | 13,623,545 | 8,888 | |||||||
Basic and diluted net loss per share | $ | (0.04 | ) | NM | |||||
_____________________ | |||||||||
NM — not meaningful | |||||||||
The Company had the following common share equivalents as of March 31, 2014 and 2013, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Unvested restricted stock | 3,199 | 3,999 | |||||||
OP Units | 90 | 90 | |||||||
Class B units | 7,785 | — | |||||||
Total common share equivalents | 11,074 | 4,089 | |||||||
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||
Subsequent Events | ' | ||||||||||||
Subsequent Events | |||||||||||||
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions: | |||||||||||||
Sales of Common Stock | |||||||||||||
As of April 30, 2014, the Company had 29.3 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP from total gross proceeds from the IPO and the DRIP of $728.2 million. | |||||||||||||
Total capital raised to date, including shares issued under the DRIP, is as follows: | |||||||||||||
Source of Capital (in thousands) | Inception to March 31, 2014 | April 1, 2014 to April 30, 2014 | Total | ||||||||||
Common stock | $ | 553,200 | $ | 174,975 | $ | 728,175 | |||||||
Acquisitions | |||||||||||||
The following table presents certain information about the properties that the Company acquired from April 1, 2014 to May 12, 2014: | |||||||||||||
Number of Properties | Rentable | Base | |||||||||||
Square Feet | Purchase Price (1) | ||||||||||||
(In thousands) | |||||||||||||
Portfolio, March 31, 2014 | 10 | 224,437 | $ | 64,615 | |||||||||
Acquisitions | 2 | 91,159 | 22,480 | ||||||||||
Portfolio, May 12, 2014 | 12 | 315,596 | $ | 87,095 | |||||||||
________________________ | |||||||||||||
(1) Contract purchase price, excluding acquisition related costs. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In April 2014, the FASB amended the requirements for reporting discontinued operations. Under the revised guidance, in addition to other disclosure requirements, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale, disposed of by sale or other than by sale. The Company has adopted the provisions of this guidance effective January 1, 2014, and have applied the provisions prospectively. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Real_Estate_Investments_Tables
Real Estate Investments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Real Estate Investments, Net [Abstract] | ' | ||||||||
Schedule of Business Acquisitions, by Acquisition | ' | ||||||||
The following table presents the allocation of the assets acquired during the three months ended March 31, 2014. There were no assets acquired or liabilities assumed during the three months ended March 31, 2013. | |||||||||
Three Months Ended | |||||||||
(Dollar amounts in thousands) | March 31, 2014 | ||||||||
Real estate investments, at cost: | |||||||||
Land | $ | 1,131 | |||||||
Buildings, fixtures and improvements | 15,478 | ||||||||
Total tangible assets | 16,609 | ||||||||
Acquired intangibles: | |||||||||
In-place leases | 1,574 | ||||||||
Above-market lease assets | 207 | ||||||||
Total assets acquired, net | 18,390 | ||||||||
Other liabilities assumed | (50 | ) | |||||||
Cash paid for acquired real estate investments | $ | 18,340 | |||||||
Number of properties purchased | 3 | ||||||||
Business Acquisition, Pro Forma Information | ' | ||||||||
three months ended March 31, 2014, had been consummated on January 1, 2013. Additionally, the unaudited pro forma net loss was adjusted to exclude acquisition and transaction related expense of $0.4 million from the three months ended March 31, 2014. | |||||||||
Three Months Ended March 31, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Pro forma revenues | $ | 1,644 | $ | 453 | |||||
Pro forma net loss | $ | (247 | ) | $ | (136 | ) | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ||||||||
The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items. | |||||||||
(In thousands) | Future Minimum | ||||||||
Base Rent Payments | |||||||||
April 1, 2014 - December 31, 2014 | $ | 3,769 | |||||||
2015 | 4,857 | ||||||||
2016 | 4,672 | ||||||||
2017 | 4,392 | ||||||||
2018 | 3,614 | ||||||||
Thereafter | 20,363 | ||||||||
$ | 41,667 | ||||||||
Schedule of Annualized Rental Income by Major Tenants | ' | ||||||||
March 31, 2014. The Company did not own any properties and had no tenants whose annualized rental income on a straight-line basis represented 10% or more of total annualized rental income for all properties on a straight-line basis as of March 31, 2013. | |||||||||
March 31, | |||||||||
Tenant | 2014 | ||||||||
IASIS Healthcare, LLC | 11.20% | ||||||||
National Mentor Holdings, Inc. | 18.10% | ||||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | ' | ||||||||
The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income for all properties on a straight-line basis as of March 31, 2014. The Company did not own any properties and had no state concentrations as of March 31, 2013. | |||||||||
March 31, | |||||||||
State | 2014 | ||||||||
Arizona | 15.70% | ||||||||
Colorado | 18.10% | ||||||||
Georgia | 11.20% | ||||||||
Illinois | 16.80% | ||||||||
Louisiana | 11.20% |
Related_Party_Transactions_and1
Related Party Transactions and Arrangements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||
Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate | ' | ||||||||||||||||
The following table details total selling commissions and dealer manager fees incurred from and due to the Dealer Manager as of and for the periods presented: | |||||||||||||||||
Payable as of | |||||||||||||||||
Three Months Ended March 31, | March 31, | December 31, | |||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 34,475 | $ | — | $ | 708 | $ | 127 | |||||||||
Schedule Of Offering Costs Reimbursements to Related Party | ' | ||||||||||||||||
The following table details offering costs and reimbursements incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: | |||||||||||||||||
Payable as of | |||||||||||||||||
Three Months Ended March 31, | March 31, | December 31, | |||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Fees and expense reimbursements from the Advisor and Dealer Manager | $ | 6,250 | $ | 298 | $ | 274 | $ | 192 | |||||||||
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | ' | ||||||||||||||||
The following table details amounts incurred, forgiven and payable in connection with the Company's operations-related services described above as of and for the periods presented. The Company did not incur any such fees as of or for the three months ended March 31, 2014. | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, 2014 | March 31, | December 31, | |||||||||||||||
(In thousands) | Incurred | Forgiven | 2014 | 2013 | |||||||||||||
One-time fees and reimbursements: | |||||||||||||||||
Acquisition fees and related cost reimbursements | $ | 276 | $ | — | $ | — | $ | — | |||||||||
Financing coordination fees | 375 | — | — | — | |||||||||||||
Other expense reimbursements | — | — | — | — | |||||||||||||
Ongoing fees: | |||||||||||||||||
Property management and leasing fees | — | 18 | — | — | |||||||||||||
Strategic advisory fees | 135 | — | — | — | |||||||||||||
Distributions on Class B Units | 2 | — | — | 1 | |||||||||||||
Total related party operation fees and reimbursements | $ | 788 | $ | 18 | $ | — | $ | 1 | |||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | ||||||||
The following is a summary of the basic and diluted net loss per share computation for the three months ended March 31, 2014 and 2013: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Net loss (in thousands) | $ | (582 | ) | $ | (47 | ) | |||
Basic and diluted weighted-average shares outstanding | 13,623,545 | 8,888 | |||||||
Basic and diluted net loss per share | $ | (0.04 | ) | NM | |||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||||||
The Company had the following common share equivalents as of March 31, 2014 and 2013, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Unvested restricted stock | 3,199 | 3,999 | |||||||
OP Units | 90 | 90 | |||||||
Class B units | 7,785 | — | |||||||
Total common share equivalents | 11,074 | 4,089 | |||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||
Schedule of Subsequent Events | ' | ||||||||||||
The following table presents certain information about the properties that the Company acquired from April 1, 2014 to May 12, 2014: | |||||||||||||
Number of Properties | Rentable | Base | |||||||||||
Square Feet | Purchase Price (1) | ||||||||||||
(In thousands) | |||||||||||||
Portfolio, March 31, 2014 | 10 | 224,437 | $ | 64,615 | |||||||||
Acquisitions | 2 | 91,159 | 22,480 | ||||||||||
Portfolio, May 12, 2014 | 12 | 315,596 | $ | 87,095 | |||||||||
________________________ | |||||||||||||
(1) Contract purchase price, excluding acquisition related costs. | |||||||||||||
Total capital raised to date, including shares issued under the DRIP, is as follows: | |||||||||||||
Source of Capital (in thousands) | Inception to March 31, 2014 | April 1, 2014 to April 30, 2014 | Total | ||||||||||
Common stock | $ | 553,200 | $ | 174,975 | $ | 728,175 | |||||||
Organization_and_Propesed_Busi
Organization and Propesed Business Operations (Details) (USD $) | 3 Months Ended | 18 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 09, 2013 | Oct. 14, 2012 | |
sqft | sqft | ||||||
property | property | ||||||
Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Available for Issuance, Value, Initial Public Offering | ' | ' | ' | ' | ' | ' | $1,700,000,000 |
Common stock, par value, in dollars per share | $0.01 | ' | ' | $0.01 | $0.01 | ' | $0.01 |
Share Price | ' | ' | ' | ' | ' | $25 | ' |
Common stock, shares outstanding | 22,277,430 | ' | ' | 22,277,430 | 7,529,789 | ' | ' |
Proceeds from issuance of common stock | 358,082,000 | 0 | 186,800,000 | 553,200,000 | ' | ' | ' |
Common Stock, Value, Outstanding | 556,700,000 | ' | ' | 556,700,000 | ' | ' | ' |
Payments to Acquire Real Estate | 18,340,000 | 0 | ' | ' | ' | ' | ' |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest, Units | ' | ' | ' | ' | ' | ' | 90 |
Number of real estate properties | 10 | ' | ' | 10 | ' | ' | ' |
Area of Real Estate Property | 224,437 | ' | ' | 224,437 | ' | ' | ' |
Real Estate Property, Occupancy Rate | 91.30% | ' | ' | 91.30% | ' | ' | ' |
Real Estate Property, Weighted Average Remaining Lease Term | '7 years 7 months 6 days | ' | ' | ' | ' | ' | ' |
Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' |
Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share Price | $25 | ' | ' | $25 | ' | ' | $25 |
Shares available for issuance under a distribution reinvestment plan, shares | ' | ' | ' | ' | ' | ' | 14,700,000 |
Share Price, Dividend Reinvestment Plan | $23.75 | ' | ' | $23.75 | ' | ' | ' |
Minimum | Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' |
Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share Price, Dividend Reinvestment Plan | ' | ' | ' | ' | ' | ' | $23.75 |
Share Price, Dividend Reinvestment Plan, Percentage of Estimated Value of Common Stock | ' | ' | ' | ' | ' | ' | 95.00% |
American Realty Capital Healthcare II Special Limited Partner, LLC [Member] | Special Limited Partner | ' | ' | ' | ' | ' | ' | ' |
Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Limited Partners' Contributed Capital | ' | ' | ' | ' | ' | ' | $2,020 |
Real_Estate_Investments_Detail
Real Estate Investments (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
property | ||
Real estate investments | ' | ' |
Land | $1,131 | ' |
Buildings, fixtures and improvements | 15,478 | ' |
Total tangible assets | 16,609 | ' |
Total assets acquired, net | 18,390 | ' |
Other liabilities assumed | -50 | ' |
Cash paid for acquired real estate investments | 18,340 | ' |
Number of properties purchased | 3 | ' |
Acquisition and transaction related | 404 | 0 |
Pro forma revenues | 1,644 | 453 |
Pro forma net loss | -247 | -136 |
April 1, 2014 - December 31, 2014 | 3,769 | ' |
2015 | 4,857 | ' |
2016 | 4,672 | ' |
2017 | 4,392 | ' |
2018 | 3,614 | ' |
Thereafter | 20,363 | ' |
Total | 41,667 | ' |
In-place leases | ' | ' |
Real estate investments | ' | ' |
Acquired intangibles | 1,574 | ' |
Above Market Leases [Member] | ' | ' |
Real estate investments | ' | ' |
Acquired intangibles | $207 | ' |
IASIS Healthcare, LLC [Member] | ' | ' |
Real estate investments | ' | ' |
Concentration risk, percentage | 11.20% | ' |
National Mentor Holdings, Inc [Member] | ' | ' |
Real estate investments | ' | ' |
Concentration risk, percentage | 18.10% | ' |
ARIZONA | ' | ' |
Real estate investments | ' | ' |
Entity wide revenue, major state, percentage | 15.70% | ' |
COLORADO | ' | ' |
Real estate investments | ' | ' |
Entity wide revenue, major state, percentage | 18.10% | ' |
GEORGIA | ' | ' |
Real estate investments | ' | ' |
Entity wide revenue, major state, percentage | 11.20% | ' |
ILLINOIS | ' | ' |
Real estate investments | ' | ' |
Entity wide revenue, major state, percentage | 16.80% | ' |
LOUISIANA | ' | ' |
Real estate investments | ' | ' |
Entity wide revenue, major state, percentage | 11.20% | ' |
Revolving_Credit_Facility_Deta
Revolving Credit Facility (Details) (Secured Debt, USD $) | Mar. 31, 2014 | Mar. 21, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 15, 2014 |
extension | Federal Funds Effective Rate | One-Month LIBOR | Minimum | Minimum | Maximum | Maximum | Subsequent Event | ||
London Interbank Offered Rate (LIBOR) | Base Rate | London Interbank Offered Rate (LIBOR) | Base Rate | ||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | $50,000,000 | ' | ' | ' | ' | ' | ' | $450,000,000 |
Maximum borrowing capacity under accordion feature | ' | ' | ' | ' | ' | ' | ' | ' | $200,000,000 |
Interest rate | ' | ' | 0.50% | 1.00% | 1.60% | 0.35% | 2.20% | 0.95% | ' |
Number of one year extensions | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Common_Stock_Schedule_of_Stock
Common Stock (Schedule of Stock by Class) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 18 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Apr. 10, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 09, 2013 |
Stockholders' Equity Note [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | 22,277,430 | ' | ' | 22,277,430 | 7,529,789 | ' |
Proceeds from issuance of common stock | ' | $358,082 | $0 | $186,800 | $553,200 | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | $25 |
Common Stock, Dividends, Per Share Per Day, Declared | $0.00 | ' | ' | ' | ' | ' | ' |
Common_Stock_Cumulative_Share_
Common Stock Cumulative Share Repurchases (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
repurchase | |
Equity, Class of Treasury Stock [Roll Forward] | ' |
Beginning Balance, Number of Requests | 2 |
Beginning Balance, Number of Shares Repurchased | 1,600 |
Beginning Balance, Average Price Per Share (usd per share) | $25 |
Treasury Stock, Shares, Acquired | 0 |
Ending Balance, Number of Requests | 2 |
Ending Balance, Number of Shares Repurchased | 1,600 |
Ending Balance, Average Price Per Share (usd per share) | $25 |
Related_Party_Transactions_and2
Related Party Transactions and Arrangements (Details) (USD $) | 3 Months Ended | 18 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 09, 2013 | |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Cumulative Offering Costs, Gross | ' | ' | $66,200,000 | ' | ' |
Share Price | ' | ' | ' | ' | $25 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,074 | 4,089 | ' | ' | ' |
Due from Affiliates | 0 | ' | 0 | 1,000,000 | ' |
Dealer Manager | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transactions, Aggregate Costs Borne by Related Party | 3,100,000 | ' | 3,100,000 | ' | ' |
Special Limited Partner | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Common stock held by related party, in shares | 8,888 | ' | 8,888 | 8,888 | ' |
Maximum | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Liability for offering and related costs from IPO | 2.00% | ' | 2.00% | ' | ' |
Aggregate Offering Costs, as a Percentage of Gross Common Stock Proceeds | 15.00% | ' | 15.00% | ' | ' |
Gross Proceeds, Common Stock | Maximum | Dealer Manager | Realty Capital Securities, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Sales commissions as a percentage of benchmark | 7.00% | ' | 7.00% | ' | ' |
Contract Purchase Price | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Acquisition fees as a percentage of benchmark | 1.00% | ' | 1.00% | ' | ' |
Financing advance fees as a percentage of benchmark, expected third party costs | 0.50% | ' | 0.50% | ' | ' |
Related Party Transaction, Quarterly Asset Management Fee Earned By Related Party, Percentage of Benchmark | 0.19% | ' | 0.19% | ' | ' |
Share Price | $22.50 | ' | $22.50 | ' | ' |
Contract Purchase Price | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Acquisition fees as a percentage of benchmark | 4.50% | ' | 4.50% | ' | ' |
Advance on Loan or Other Investment | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Financing advance fees as a percentage of benchmark | 1.00% | ' | 1.00% | ' | ' |
Financing advance fees as a percentage of benchmark, expected third party costs | 0.50% | ' | 0.50% | ' | ' |
Advance on Loan or Other Investment | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Financing advance fees as a percentage of benchmark | 4.50% | ' | 4.50% | ' | ' |
Contract Purchase Price, All Assets Acquired | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Acquisition fees as a percentage of benchmark | 1.50% | ' | 1.50% | ' | ' |
Gross Revenue, Managed Properties | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Oversight Fees Earned by Related Party, Percentage of Benchmark | 1.00% | ' | 1.00% | ' | ' |
Average Invested Assets | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Oversight fees as a percentage of benchmark | 0.75% | ' | 0.75% | ' | ' |
Operating expenses as a percentage of benchmark | 2.00% | ' | 2.00% | ' | ' |
Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Operating expenses as a percentage of benchmark | 25.00% | ' | 25.00% | ' | ' |
Pre-tax Non-compounded Return on Capital Contribution | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% | ' | 6.00% | ' | ' |
Subordinated performance fee as a percentage of benchmark | 15.00% | ' | 15.00% | ' | ' |
Pre-tax Non-compounded Return on Capital Contribution | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Subordinated performance fee as a percentage of benchmark | 10.00% | ' | 10.00% | ' | ' |
Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Subordinated participation fees as a percentage of benchmark | 15.00% | ' | 15.00% | ' | ' |
Related Party Transaction, Distribution Upon Nonrenewal of Advisory Agreement, Percentage of Benchmark | 15.00% | ' | 15.00% | ' | ' |
Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Subordinated performance fee as a percentage of benchmark | 15.00% | ' | 15.00% | ' | ' |
Amount Available or Outstanding Under Financing Arrangement | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Financing Coordination Fees Earned by Related Party, Percentage of Benchmark | 0.75% | ' | 0.75% | ' | ' |
Gross Revenue, Stand-alone Single-tenant Net Leased Properties | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Property Management Fees Earned by Related Party, Percentage of Benchmark | 1.50% | ' | 1.50% | ' | ' |
Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Property Management Fees Earned by Related Party, Percentage of Benchmark | 2.50% | ' | 2.50% | ' | ' |
Real Estate Commissions | Contract Sales Price | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Real estate commissions as a percentage of benchmark | 4.50% | ' | 4.50% | ' | ' |
Annual Targeted Investor Return | Pre-tax Non-compounded Return on Capital Contribution | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% | ' | 6.00% | ' | ' |
Fees and Expense Reimbursement, Stock Offering | Advisor and Dealer Manager | American Realty Capital Healthcare II Advisors, LLC and Realty Capital Securities, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due to Affiliate | ' | ' | ' | 192,000 | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 6,250,000 | 298,000 | ' | ' | ' |
Due from Affiliates | 274,000 | ' | 274,000 | ' | ' |
Sales Commissions and Dealer Manager Fees | Dealer Manager | Realty Capital Securities, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due to Affiliate | 708,000 | ' | 708,000 | 127,000 | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 34,475,000 | 0 | ' | ' | ' |
Strategic Advisory Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Amortization Period of Related Party Fee, In Months | '0 years 20 months 15 days | ' | ' | ' | ' |
Acquisition and Related Expenses | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due to Affiliate | 0 | ' | 0 | 500,000 | ' |
Option One | Gross Proceeds, Common Stock | Maximum | Dealer Manager | Realty Capital Securities, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Gross Proceeds from the Sales of Common Stock, Before Allowances, Percentage of Benchmark | 3.00% | ' | 3.00% | ' | ' |
Option One | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Brokerage fee as a percentage of benchmark | 7.50% | ' | 7.50% | ' | ' |
Brokerage fees as a percentage of benchmark, initial grant | 2.50% | ' | 2.50% | ' | ' |
Brokerage fees as a percentage of benchmark, periodic payment | 1.00% | ' | 1.00% | ' | ' |
Option One | Brokerage Commission Fees | Contract Sales Price | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Real estate commissions as a percentage of benchmark | 2.00% | ' | 2.00% | ' | ' |
Option Two | Gross Proceeds, Common Stock | Dealer Manager | Realty Capital Securities, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Sales commissions as a percentage of benchmark | 2.50% | ' | 2.50% | ' | ' |
Option Two | Brokerage Commission Fees | Contract Sales Price | Maximum | Advisor | American Realty Capital Healthcare II Advisors, LLC [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Real estate commissions as a percentage of benchmark | 50.00% | ' | 50.00% | ' | ' |
Payable | Operation Fees and Reimbursements | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due from Affiliates | 0 | ' | 0 | 1,000 | ' |
Forgiven | Operation Fees and Reimbursements | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 18,000 | ' | ' | ' | ' |
Incurred | Operation Fees and Reimbursements | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 788,000 | ' | ' | ' | ' |
Nonrecurring Fees | Payable | Other Expense Reimbursements | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due from Affiliates | 0 | ' | 0 | 0 | ' |
Nonrecurring Fees | Payable | Financing Coordination Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due from Affiliates | 0 | ' | 0 | 0 | ' |
Nonrecurring Fees | Payable | Acquisition and Related Expenses | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due from Affiliates | 0 | ' | 0 | 0 | ' |
Nonrecurring Fees | Forgiven | Other Expense Reimbursements | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 0 | ' | ' | ' | ' |
Nonrecurring Fees | Forgiven | Financing Coordination Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 0 | ' | ' | ' | ' |
Nonrecurring Fees | Forgiven | Acquisition and Related Expenses | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 0 | ' | ' | ' | ' |
Nonrecurring Fees | Incurred | Other Expense Reimbursements | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 0 | ' | ' | ' | ' |
Nonrecurring Fees | Incurred | Financing Coordination Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 375,000 | ' | ' | ' | ' |
Nonrecurring Fees | Incurred | Acquisition and Related Expenses | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 276,000 | ' | ' | ' | ' |
Recurring Fees | Payable | Distributions On Class B Units | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due from Affiliates | 0 | ' | 0 | 1,000 | ' |
Recurring Fees | Payable | Strategic Advisory Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due from Affiliates | 0 | ' | 0 | 0 | ' |
Recurring Fees | Payable | Property Management and Leasing Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Due from Affiliates | 0 | ' | 0 | 0 | ' |
Recurring Fees | Forgiven | Distributions On Class B Units | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 0 | ' | ' | ' | ' |
Recurring Fees | Forgiven | Strategic Advisory Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 0 | ' | ' | ' | ' |
Recurring Fees | Forgiven | Property Management and Leasing Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 18,000 | ' | ' | ' | ' |
Recurring Fees | Incurred | Distributions On Class B Units | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 2,000 | ' | ' | ' | ' |
Recurring Fees | Incurred | Strategic Advisory Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 135,000 | ' | ' | ' | ' |
Recurring Fees | Incurred | Property Management and Leasing Fees | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | $0 | ' | ' | ' | ' |
Class B Units | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,785 | 0 | ' | ' | ' |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 15 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Restricted share vesting period | '5 years | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' | ' |
Share-based compensation | $9,000 | $3,000 | ' |
Number of properties purchased | 3 | ' | ' |
Director | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' | ' |
Stock issued during period, issued for services (in shares) | 200 | ' | ' |
Stock issued during period, issued for services | 5,000 | ' | ' |
Restricted Share Plan | Restricted Stock | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Shares granted automatically upon election to board of directors, in shares | 1,333 | ' | ' |
Restricted share vesting period | '5 years | ' | ' |
Periodic vesting percentage | 20.00% | ' | ' |
Maximum authorized amount as a percentage of shares authorized | ' | ' | 5.00% |
Number of shares authorized, in shares | 3,400,000 | ' | ' |
Nonvested awards, compensation cost not yet recognized | 100,000 | ' | ' |
Nonvested awards, compensation cost not yet recognized, period for recognition | '3 years 10 months 24 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' |
Unvested, December 31, 2013 (in shares) | 3,999 | ' | ' |
Vested (in shares) | -800 | ' | ' |
Unvested, March 31, 2014 (in shares) | 3,199 | ' | 3,999 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' | ' |
Unvested, December 31, 2013, Weighted-Average Issue Price (usd per share) | $22.50 | ' | ' |
Vested, Weighted-Average Issue Price (usd per share) | $22.50 | ' | ' |
Unvested, March 31, 2014, Weighted-Average Issue Price (usd per share) | $22.50 | ' | $22.50 |
Share-based compensation | $4,000 | $3,000 | ' |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Net loss | ($582) | ($47) |
Basic and diluted weighted-average shares outstanding | 13,623,545 | 8,888 |
Basic and diluted net loss per share (usd per share) | ($0.04) | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,074 | 4,089 |
Restricted Stock | ' | ' |
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,199 | 3,999 |
OP Units | ' | ' |
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 90 | 90 |
Class B Units | ' | ' |
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,785 | 0 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 18 Months Ended | 1 Months Ended | 18 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2014 | 12-May-14 | Apr. 30, 2014 | |||
property | sqft | Subsequent Event | Subsequent Event | Subsequent Event | |||||||
sqft | property | sqft | |||||||||
property | |||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common Stock, Shares, Outstanding | 22,277,430 | ' | ' | 22,277,430 | 7,529,789 | 29,300,000 | ' | 29,300,000 | |||
Proceeds from Issuance of Common Stock | $358,082 | $0 | $186,800 | $553,200 | ' | $728,200 | ' | ' | |||
Stock Issued During Period, Value, New Issues | 364,356 | ' | ' | 553,200 | ' | 174,975 | ' | 728,175 | |||
Number of Properties | 10 | ' | ' | 10 | ' | ' | 12 | ' | |||
Number of Properties, Acquisitions | 3 | ' | ' | ' | ' | ' | 2 | ' | |||
Area of Real Estate Property | 224,437 | ' | ' | 224,437 | ' | ' | 315,596 | ' | |||
Area of Real Estate Property, Acquisitions | ' | ' | ' | ' | ' | ' | 91,159 | ' | |||
Base Purchase Price | 64,615 | [1] | ' | ' | 64,615 | [1] | ' | ' | 87,095 | [1] | ' |
Base Purchase Price, Acquisitions | ' | ' | ' | ' | ' | ' | $22,480 | [1] | ' | ||
[1] | Contract purchase price, excluding acquisition related costs. |