Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 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 | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 71,121,993 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real estate investments, at cost: | ' | ' |
Land | $19,200 | $3,220 |
Buildings, fixtures and improvements | 146,844 | 37,114 |
Acquired intangible lease assets | 20,148 | 5,952 |
Total real estate investments, at cost | 186,192 | 46,286 |
Less: accumulated depreciation and amortization | -4,378 | -1,094 |
Total real estate investments, net | 181,814 | 45,192 |
Cash and cash equivalents | 964,327 | 111,833 |
Restricted cash | 1,900 | 0 |
Receivable for sale of common stock | 26,342 | 1,286 |
Prepaid expenses and other assets | 14,531 | 1,888 |
Deferred costs | 4,702 | 7 |
Total assets | 1,193,616 | 160,206 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Mortgage notes payable | 59,325 | 0 |
Mortgage premiums, net | 2,970 | 0 |
Below-market lease liabilities, net | 352 | 57 |
Accounts payable and accrued expenses | 6,168 | 962 |
Deferred rent and other liabilities | 466 | 46 |
Distributions payable | 6,498 | 992 |
Total liabilities | 75,779 | 2,057 |
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding at June 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 52,057,557 and 7,529,789 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively | 521 | 75 |
Additional paid-in capital | 1,146,943 | 161,952 |
Accumulated deficit | -29,627 | -3,878 |
Total stockholders' equity | 1,117,837 | 158,149 |
Total liabilities and stockholders' equity | $1,193,616 | $160,206 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
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 | 52,057,557 | 7,529,789 |
Common stock, shares outstanding | 52,057,557 | 7,529,789 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Rental income | $2,314 | $26 | $3,441 | $26 |
Operating expense reimbursements | 555 | 1 | 815 | 1 |
Total revenues | 2,869 | 27 | 4,256 | 27 |
Expenses: | ' | ' | ' | ' |
Property operating | 735 | 1 | 1,029 | 1 |
Acquisition and transaction related | 2,599 | 118 | 3,003 | 118 |
General and administrative | 579 | 8 | 991 | 55 |
Depreciation and amortization | 2,381 | 16 | 3,238 | 16 |
Total expenses | 6,294 | 143 | 8,261 | 190 |
Operating loss | -3,425 | -116 | -4,005 | -163 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -742 | 0 | -745 | 0 |
Other income | 20 | 0 | 21 | 0 |
Total other expense | -722 | 0 | -724 | 0 |
Net loss | -4,147 | -116 | -4,729 | -163 |
Comprehensive loss | ($4,147) | ($116) | ($4,729) | ($163) |
Basic and diluted weighted-average shares outstanding (in shares) | 35,127,969 | 379,911 | 24,435,162 | 195,425 |
Basic and diluted net loss per share (usd per share) | ($0.12) | ($0.31) | ($0.19) | ($0.83) |
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) | ' | 44,189,838 | ' | ' |
Issuance of common stock | 1,099,484 | 443 | 1,099,041 | ' |
Common stock offering costs, commissions and dealer manager fees | -121,978 | ' | -121,978 | ' |
Common stock issued through distribution reinvestment plan (in shares) | ' | 341,341 | ' | ' |
Common stock issued through distribution reinvestment plan | 8,107 | 3 | 8,104 | ' |
Common Stock Redemptions (in shares) | ' | -8,014 | ' | ' |
Common stock repurchases | -200 | ' | -200 | ' |
Share-based compensation (in shares) | ' | 4,603 | ' | ' |
Equity-based compensation | 24 | ' | 24 | ' |
Distributions declared | -21,020 | ' | ' | -21,020 |
Net loss | -4,729 | ' | ' | -4,729 |
Ending Balance at Jun. 30, 2014 | $1,117,837 | $521 | $1,146,943 | ($29,627) |
Ending Balance (in shares) at Jun. 30, 2014 | ' | 52,057,557 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($4,729) | ($163) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 2,286 | 13 |
Amortization of intangibles | 952 | 3 |
Amortization of deferred financing costs | 382 | 0 |
Amortization of mortgage premiums | -106 | 0 |
Accretion of below-market lease liability and amortization of above-market lease assets, net | 37 | 0 |
Share-based compensation | 24 | 7 |
Changes in assets and liabilities: | ' | ' |
Prepaid expenses and other assets | 32 | -40 |
Accounts payable and accrued expenses | 1,840 | 100 |
Deferred rent and other liabilities | 420 | 48 |
Net cash provided by (used in) operating activities | 1,138 | -32 |
Cash flows from investing activities: | ' | ' |
Investment in real estate and other assets | -76,762 | -7,366 |
Deposits for real estate acquisitions | -12,060 | 0 |
Net cash used in investing activities | -88,822 | -7,366 |
Cash flows from financing activities: | ' | ' |
Payments of mortgage notes payable | -70 | 0 |
Payments of deferred financing costs | -5,060 | 0 |
Proceeds from issuance of common stock | 1,074,428 | 28,182 |
Common stock repurchases | -40 | 0 |
Payments of offering costs and fees related to common stock issuances | -119,141 | -3,633 |
Distributions paid | -7,407 | -7 |
Payments to affiliate | -632 | -97 |
Restricted cash | -1,900 | 0 |
Net cash provided by financing activities | 940,178 | 24,445 |
Net change in cash | 852,494 | 17,047 |
Cash, beginning of period | 111,833 | 3 |
Cash, end of period | 964,327 | 17,050 |
Supplemental Disclosures: | ' | ' |
Supplemental Disclosures: | 99 | 0 |
Cash paid for taxes | 161 | 1 |
Non-Cash Financing Activities: | ' | ' |
Proceeds from mortgage notes payable used to acquire investments in real estate | 59,395 | 0 |
Premiums on assumed mortgage notes payable | 3,076 | 0 |
Liabilities assumed in real estate acquisitions | 369 | 0 |
Common stock issued through distribution reinvestment plan | 8,107 | 9 |
Reclassification of deferred offering costs to equity | $0 | $807 |
Organization
Organization | 6 Months Ended |
Jun. 30, 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. The Company reserves the right to reallocate shares covered in the Registration Statement between the IPO and the DRIP. On July 23, 2014, the Company announced the reallocation of 13.9 million shares of the 14.2 million remaining unsold shares available pursuant to the DRIP. On August 1, 2014, the Company registered an additional 25.0 million shares to be issued under the DRIP pursuant to a registration statement on Form S-3 (File No. 333-197802). | |
As of June 30, 2014, the Company had 52.1 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 $1.3 billion. As of June 30, 2014, the aggregate value of all share issuances and subscriptions of common stock outstanding was $1.3 billion 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 $23.75 per share, which is equal to 95% of the per share offering price in the IPO. 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 was formed to acquire a diversified portfolio of healthcare-related real estate assets, including medical office buildings, seniors housing communities 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 June 30, 2014, the Company owned 24 properties consisting of 0.7 million rentable square feet, which were 93.9% leased, with a weighted-average remaining lease term of 6.6 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 control with the parent of the Sponsor, as a result of which, they are related parties, and each of which have or 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 have or will also 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 | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 6, 2014. There have been no significant changes to Company's significant accounting policies during the six months ended June 30, 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. | |
In May 2014, the FASB issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. |
Real_Estate_Investments
Real Estate Investments | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Real Estate Investments, Net [Abstract] | ' | ||||||||
Real Estate Investments | ' | ||||||||
Real Estate Investments | |||||||||
The following table presents the allocation of the assets acquired during the six months ended June 30, 2014 and 2013: | |||||||||
Six Months Ended June 30, | |||||||||
(Dollar amounts in thousands) | 2014 | 2013 | |||||||
Real estate investments, at cost: | |||||||||
Land | $ | 15,980 | $ | 409 | |||||
Buildings, fixtures and improvements | 109,729 | 6,047 | |||||||
Total tangible assets | 125,709 | 6,456 | |||||||
Acquired intangibles: | |||||||||
In-place leases | 13,989 | 910 | |||||||
Above-market lease assets | 207 | — | |||||||
Below-market lease liabilities | (303 | ) | — | ||||||
Total assets acquired, net | 139,602 | 7,366 | |||||||
Mortgage notes payable assumed to acquire real estate investments | (59,395 | ) | — | ||||||
Premiums on mortgages assumed | (3,076 | ) | — | ||||||
Other liabilities assumed | (369 | ) | — | ||||||
Cash paid for acquired real estate investments | $ | 76,762 | $ | 7,366 | |||||
Number of properties purchased | 17 | 2 | |||||||
The allocation to land, buildings, fixtures and improvements have been provisionally assigned to each class, pending receipt of additional information. The following table presents unaudited pro forma information as if the acquisitions during the six months ended June 30, 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 $3.0 million from the six months ended June 30, 2014. | |||||||||
Six Months Ended June 30, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Pro forma revenues | $ | 9,380 | $ | 8,854 | |||||
Pro forma net loss | $ | (2,785 | ) | $ | (1,849 | ) | |||
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 | |||||||||
July 1, 2014 — December 31, 2014 | $ | 7,181 | |||||||
2015 | 13,853 | ||||||||
2016 | 12,171 | ||||||||
2017 | 11,582 | ||||||||
2018 | 9,977 | ||||||||
Thereafter | 40,730 | ||||||||
$ | 95,494 | ||||||||
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 June 30, 2014 and 2013: | |||||||||
June 30, | |||||||||
Tenant | 2014 | 2013 | |||||||
Adena Health System | * | 72.60% | |||||||
Fresenius Medical Care AG & Co. KGaA | * | 27.40% | |||||||
_______________________________ | |||||||||
* Tenant's annualized rental income on a straight-line bases was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified | |||||||||
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 on a straight-line basis for all properties as of June 30, 2014 and 2013: | |||||||||
June 30, | |||||||||
State | 2014 | 2013 | |||||||
Alabama | * | 27.40% | |||||||
Florida | 14.00% | * | |||||||
Georgia | 10.00% | * | |||||||
Illinois | 11.70% | * | |||||||
New York | 26.80% | * | |||||||
Ohio | * | 72.60% | |||||||
_______________________________ | |||||||||
* State's annualized rental income on a straight-line bases was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified |
Revolving_Credit_Facility
Revolving Credit Facility | 6 Months Ended |
Jun. 30, 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) the applicable 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 has 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 June 30, 2014, as there were no assets assigned to the borrowing base of the Credit Facility as of June 30, 2014. There were no advances outstanding as of June 30, 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 June 30, 2014, the Company was in compliance with the financial covenants under the Credit Facility agreement. |
Mortgage_Notes_Payable
Mortgage Notes Payable | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Mortgage Notes Payable | ' | |||||||||||||
Mortgage Notes Payable | ||||||||||||||
The following table reflects the Company's mortgage notes payable as of June 30, 2014. The Company had no mortgage notes payable as of December 31, 2013. | ||||||||||||||
Outstanding Loan Amount as of | Effective Interest Rate | |||||||||||||
Portfolio | Encumbered Properties | June 30, 2014 | Interest Rate | Maturity | ||||||||||
(In thousands) | ||||||||||||||
Creekside Medical Office Building - Douglasville, GA | 1 | $ | 5,218 | 5.32 | % | Fixed | Sep. 2015 | |||||||
Bowie Gateway Medical Center - Bowie, MD | 1 | 6,096 | 6.18 | % | Fixed | Sep. 2016 | ||||||||
Medical Center of New Windsor - New Windsor, NY | 1 | 8,885 | 6.39 | % | Fixed | Sep. 2017 | ||||||||
Plank Medical Center - Clifton Park, NY | 1 | 3,526 | 6.39 | % | Fixed | Sep. 2017 | ||||||||
Cushing Center - Schenectady, NY | 1 | 4,336 | 5.71 | % | Fixed | Feb. 2016 | ||||||||
Countryside Medical Arts - Safety Harbor, FL | 1 | 6,116 | 6.07 | % | Fixed | (1) | Apr. 2019 | |||||||
St. Andrews Medical Park, Venice, FL | 3 | 6,760 | 6.07 | % | Fixed | (1) | Apr. 2019 | |||||||
Campus at Crooks & Auburn Building C - Rochester Hills, MI | 1 | 3,659 | 5.91 | % | Fixed | Apr. 2016 | ||||||||
Slingerlands Crossing Phase I - Bethlehem, NY | 1 | 6,806 | 6.39 | % | Fixed | Sep. 2017 | ||||||||
Slingerlands Crossing Phase II - Bethlehem, NY | 1 | 7,923 | 6.39 | % | Fixed | Sep. 2017 | ||||||||
Total | 12 | $ | 59,325 | 6.12 | % | |||||||||
_______________________________ | ||||||||||||||
(1) Fixed interest rate through May 10, 2017. Interest rate changes to variable rate starting May 11, 2017. | ||||||||||||||
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to June 30, 2014: | ||||||||||||||
(In thousands) | Future Principal | |||||||||||||
Payments | ||||||||||||||
July 1, 2014 — December 31, 2014 | $ | 430 | ||||||||||||
2015 | 5,933 | |||||||||||||
2016 | 14,255 | |||||||||||||
2017 | 26,477 | |||||||||||||
2018 | 212 | |||||||||||||
Thereafter | 12,018 | |||||||||||||
$ | 59,325 | |||||||||||||
Some of the Company's mortgage notes payable agreements require the compliance of certain property-level financial covenants including debt service coverage ratios. As of June 30, 2014, the Company was in compliance with financial covenants under its mortgage notes payable agreements. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, if any, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value: | |||||||||||||||||||
Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||||||||||||
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. | |||||||||||||||||||
Level 3 — Unobservable inputs that reflect the entity's own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. | |||||||||||||||||||
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. | |||||||||||||||||||
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, other receivables, due to affiliates, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below: | |||||||||||||||||||
Carrying Amount(1) at | Fair Value at | Carrying Amount at | Fair Value at | ||||||||||||||||
(In thousands) | Level | June 30, 2014 | June 30, 2014 | December 31, 2013 | December 31, 2013 | ||||||||||||||
Mortgage notes payable | 3 | $ | 62,295 | $ | 62,439 | $ | — | $ | — | ||||||||||
_______________________________ | |||||||||||||||||||
(1) Carrying value includes $59.3 million mortgage notes payable and $3.0 million mortgage premiums, net as of June 30, 2014 . | |||||||||||||||||||
The fair value of the mortgage notes payable are estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. |
Common_Stock
Common Stock | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Equity [Abstract] | ' | ||||||||||
Common Stock | ' | ||||||||||
Common Stock | |||||||||||
The Company had 52.1 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 $1.3 billion and $186.8 million, including proceeds from shares issued pursuant to the DRIP, as of June 30, 2014 and December 31, 2013, respectively. | |||||||||||
On April 9, 2013, the Company's board of directors authorized, and the Company declared, distributions payable to stockholders of record each day during the applicable period at a rate equal to $0.0046575343 per day, or 6.8% per annum, 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 June 30, 2014: | |||||||||||
Number of Requests | Number of Shares Repurchased | Average Price per Share | |||||||||
Cumulative repurchases as of December 31, 2013 | 2 | 1,600 | $ | 25 | |||||||
Six months ended June 30, 2014(1) | 5 | 8,014 | 24.98 | ||||||||
Cumulative repurchases as of June 30, 2014(1) | 7 | 9,614 | $ | 24.99 | |||||||
_____________________________ | |||||||||||
-1 | Includes five unfulfilled repurchase requests consisting of 8,014 shares at an average price per share of $24.98, which were approved for repurchase as of June 30, 2014 and completed in August 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | |||||
Future Minimum Lease Payments | |||||
The Company has entered into lease agreements related to certain acquisitions under leasehold interests arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items. | |||||
(In thousands) | Future Minimum | ||||
Base Rent Payments | |||||
July 1, 2014 — December 31, 2014 | $ | 54 | |||
2015 | 109 | ||||
2016 | 111 | ||||
2017 | 113 | ||||
2018 | 116 | ||||
Thereafter | 5,035 | ||||
$ | 5,538 | ||||
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 June 30, 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 | 6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Arrangements | ' | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Arrangements | |||||||||||||||||||||||||||||||||||||||||
As of June 30, 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 the Sponsor primarily related to funding the payment of third party professional fees and offering costs. There were no such amounts payable as of June 30, 2014. | |||||||||||||||||||||||||||||||||||||||||
Fees Paid in Connection with the IPO | |||||||||||||||||||||||||||||||||||||||||
The Dealer Manager is paid fees in connection with the sale of the Company's common stock in the IPO. The Dealer Manager is paid 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 is paid 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 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 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. 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 June 30, | Six Months Ended June 30, | June 30, | December 31, | ||||||||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 70,722 | $ | 2,745 | $ | 105,197 | $ | 2,745 | $ | 2,475 | $ | 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 June 30, | Six Months Ended June 30, | June 30, | December 31, | ||||||||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||
Fees and expense reimbursements from the Advisor and Dealer Manager | $ | 9,071 | $ | 715 | $ | 15,329 | $ | 715 | $ | 378 | $ | 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 June 30, 2014, offering and related costs, excluding commissions and dealer manager fees, were lower than 2.0% of gross proceeds received from the IPO by $1.8 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 June 30, 2014, cumulative offering costs were $146.8 million. Cumulative offering costs net of unpaid amounts, were less than the 15% threshold as of June 30, 2014. | |||||||||||||||||||||||||||||||||||||||||
Fees Paid in Connection With the Operations of the Company | |||||||||||||||||||||||||||||||||||||||||
The Advisor is paid an acquisition fee equal to 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 reimbursed for services provided for which they incur investment-related expenses, or insourced expenses. Such insourced expenses 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 reimburses the Advisor for 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) may 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 causes the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP designated as "Class B units," which are intended to be profit interests and will vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) a listing; (2) ; another liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Such Class B units will be forfeited immediately if: (a) the advisory agreement is terminated for any reason other than a termination without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company's independent directors without cause before the economic hurdle has been met. | |||||||||||||||||||||||||||||||||||||||||
The asset management subordination is an amount equal to: (i) the excess of (A) the product of (y) the cost of assets (or the lower of the cost of assets and the applicable quarterly NAV multiplied by 0.1875% once we begin calculating NAV) multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) 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 the selling commissions and dealer manager fees). When and if approved by the board of directors, the Class B units are expected to be issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. As of June 30, 2014, the Company cannot determine the probability of achieving the performance condition. The value of issued Class B units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. The Advisor receives distributions on vested and unvested Class B units equal to the distribution rate received on the Company's common stock. Such distributions on issued Class B units are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss until the performance condition is considered probable to occur. As of June 30, 2014, the Company's board of directors approved the issuance of 12,940 Class B Units to the Advisor in connection with this arrangement. | |||||||||||||||||||||||||||||||||||||||||
Unless the Company contracts with a third party, the Company pays 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 also reimburses 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: | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | Payable (Receivable) as of | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | June 30, | December 31, | ||||||||||||||||||||||||||||||||||||
(In thousands) | Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | 2014 | 2013 | |||||||||||||||||||||||||||||||
One-time fees and reimbursements: | |||||||||||||||||||||||||||||||||||||||||
Acquisition fees and related cost reimbursements | $ | 1,777 | $ | — | $ | 84 | $ | — | $ | 2,053 | $ | — | $ | 84 | $ | — | $ | — | $ | — | |||||||||||||||||||||
Financing coordination fees | 1,570 | — | — | — | 1,945 | — | — | — | (148 | ) | — | ||||||||||||||||||||||||||||||
Ongoing fees: | |||||||||||||||||||||||||||||||||||||||||
Property management and leasing fees | — | 31 | — | — | — | 47 | — | — | — | — | |||||||||||||||||||||||||||||||
Strategic advisory fees | 135 | — | 28 | — | 270 | — | 28 | — | — | — | |||||||||||||||||||||||||||||||
Distributions on Class B Units | 5 | — | — | — | 7 | — | — | — | — | 1 | |||||||||||||||||||||||||||||||
Total related party operation fees and reimbursements | $ | 3,487 | $ | 31 | $ | 112 | $ | — | $ | 4,275 | $ | 47 | $ | 112 | $ | — | $ | (148 | ) | $ | 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 and six months ended June 30, 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. The following table reflects costs absorbed by the Advisor during the periods presented. | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | Receivable as of | |||||||||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Property operating expenses absorbed | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 150 | |||||||||||||||||||||||||||||
General and administrative expenses absorbed | — | 177 | — | 177 | — | 843 | |||||||||||||||||||||||||||||||||||
Total expenses absorbed | $ | — | $ | 177 | $ | — | $ | 177 | $ | — | $ | 993 | |||||||||||||||||||||||||||||
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 paid 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 and six months ended June 30, 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 and six months ended June 30, 2014 or 2013. | |||||||||||||||||||||||||||||||||||||||||
The Company will 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 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 and six months ended June 30, 2014 or 2013. | |||||||||||||||||||||||||||||||||||||||||
If the common stock of the Company is listed on a national exchange, the Company will 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 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 and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [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 six months ended June 30, 2014: | ||||||||
Number of Common Shares | Weighted-Average Issue Price | |||||||
Unvested, December 31, 2013 | 3,999 | $ | 22.5 | |||||
Granted | 3,999 | 22.5 | ||||||
Vested | (800 | ) | 22.5 | |||||
Unvested, June 30, 2014 | 7,198 | $ | 22.5 | |||||
As of June 30, 2014, the Company had $0.2 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 4.4 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 during the three months ended June 30, 2014 and 2013. Compensation expense related to restricted stock was approximately $10,000 and $7,000 during the six months ended June 30, 2014 and 2013, respectively. Compensation expense related to restricted stock 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 and six months ended June 30, 2014, the Company issued 404 and 604 shares in lieu of approximately $10,000 and $14,000 in cash, respectively. There were no shares issued in lieu of cash during the three and six months ended June 30, 2013. |
Net_Loss_Per_Share
Net Loss Per Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 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 and six months ended June 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net loss (in thousands) | $ | (4,147 | ) | $ | (116 | ) | $ | (4,729 | ) | $ | (163 | ) | |||||
Basic and diluted weighted-average shares outstanding | 35,127,969 | 379,911 | 24,435,162 | 195,425 | |||||||||||||
Basic and diluted net loss per share | $ | (0.12 | ) | (0.31 | ) | $ | (0.19 | ) | $ | (0.83 | ) | ||||||
The Company had the following common share equivalents as of June 30, 2014 and 2013, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: | |||||||||||||||||
June 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Unvested restricted stock | 7,198 | 3,999 | |||||||||||||||
OP Units | 90 | 90 | |||||||||||||||
Class B units | 12,940 | — | |||||||||||||||
Total common share equivalents | 20,228 | 4,089 | |||||||||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended | ||||||||||||
Jun. 30, 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 | |||||||||||||
On July 23, 2014, the Company announced the reallocation of 13.9 million shares of the 14.2 million remaining unsold shares available pursuant to the DRIP. On August 1, 2014, the Company registered an additional 25.0 million shares to be issued under the DRIP pursuant to a registration statement on Form S-3 (File No. 333-197802). | |||||||||||||
As of July 31, 2014, the Company had 71.1 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 $1.8 billion. | |||||||||||||
Total capital raised to date, including shares issued under the DRIP, is as follows: | |||||||||||||
Source of Capital (in thousands) | Inception to June 30, 2014 | July 1, 2014 to July 31, 2014 | Total | ||||||||||
Common stock | $ | 1,294,188 | $ | 473,573 | $ | 1,767,761 | |||||||
Acquisitions | |||||||||||||
The following table presents certain information about the properties that the Company acquired from July 1, 2014 to August 6, 2014: | |||||||||||||
Number of Properties | Rentable | Base | |||||||||||
Square Feet | Purchase Price (1) | ||||||||||||
(In thousands) | |||||||||||||
Portfolio, June 30, 2014 | 24 | 728,000 | $ | 183,090 | |||||||||
Acquisitions | 13 | 389,441 | 94,056 | ||||||||||
Portfolio, August 6, 2014 | 37 | 1,117,441 | $ | 277,146 | |||||||||
________________________ | |||||||||||||
(1) Contract purchase price, excluding acquisition related costs. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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. | |
In May 2014, the FASB issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. |
Real_Estate_Investments_Tables
Real Estate Investments (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Real Estate Investments, Net [Abstract] | ' | ||||||||
Schedule of Business Acquisitions, by Acquisition | ' | ||||||||
The following table presents the allocation of the assets acquired during the six months ended June 30, 2014 and 2013: | |||||||||
Six Months Ended June 30, | |||||||||
(Dollar amounts in thousands) | 2014 | 2013 | |||||||
Real estate investments, at cost: | |||||||||
Land | $ | 15,980 | $ | 409 | |||||
Buildings, fixtures and improvements | 109,729 | 6,047 | |||||||
Total tangible assets | 125,709 | 6,456 | |||||||
Acquired intangibles: | |||||||||
In-place leases | 13,989 | 910 | |||||||
Above-market lease assets | 207 | — | |||||||
Below-market lease liabilities | (303 | ) | — | ||||||
Total assets acquired, net | 139,602 | 7,366 | |||||||
Mortgage notes payable assumed to acquire real estate investments | (59,395 | ) | — | ||||||
Premiums on mortgages assumed | (3,076 | ) | — | ||||||
Other liabilities assumed | (369 | ) | — | ||||||
Cash paid for acquired real estate investments | $ | 76,762 | $ | 7,366 | |||||
Number of properties purchased | 17 | 2 | |||||||
Business Acquisition, Pro Forma Information | ' | ||||||||
The following table presents unaudited pro forma information as if the acquisitions during the six months ended June 30, 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 $3.0 million from the six months ended June 30, 2014. | |||||||||
Six Months Ended June 30, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Pro forma revenues | $ | 9,380 | $ | 8,854 | |||||
Pro forma net loss | $ | (2,785 | ) | $ | (1,849 | ) | |||
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 | |||||||||
July 1, 2014 — December 31, 2014 | $ | 7,181 | |||||||
2015 | 13,853 | ||||||||
2016 | 12,171 | ||||||||
2017 | 11,582 | ||||||||
2018 | 9,977 | ||||||||
Thereafter | 40,730 | ||||||||
$ | 95,494 | ||||||||
Schedule of Annualized Rental Income by Major Tenants | ' | ||||||||
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 June 30, 2014 and 2013: | |||||||||
June 30, | |||||||||
Tenant | 2014 | 2013 | |||||||
Adena Health System | * | 72.60% | |||||||
Fresenius Medical Care AG & Co. KGaA | * | 27.40% | |||||||
_______________________________ | |||||||||
* Tenant's annualized rental income on a straight-line bases was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified | |||||||||
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 on a straight-line basis for all properties as of June 30, 2014 and 2013: | |||||||||
June 30, | |||||||||
State | 2014 | 2013 | |||||||
Alabama | * | 27.40% | |||||||
Florida | 14.00% | * | |||||||
Georgia | 10.00% | * | |||||||
Illinois | 11.70% | * | |||||||
New York | 26.80% | * | |||||||
Ohio | * | 72.60% | |||||||
_______________________________ | |||||||||
* State's annualized rental income on a straight-line bases was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified |
Mortgage_Notes_Payable_Tables
Mortgage Notes Payable (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Schedule of Long-term Debt Instruments | ' | |||||||||||||
The following table reflects the Company's mortgage notes payable as of June 30, 2014. The Company had no mortgage notes payable as of December 31, 2013. | ||||||||||||||
Outstanding Loan Amount as of | Effective Interest Rate | |||||||||||||
Portfolio | Encumbered Properties | June 30, 2014 | Interest Rate | Maturity | ||||||||||
(In thousands) | ||||||||||||||
Creekside Medical Office Building - Douglasville, GA | 1 | $ | 5,218 | 5.32 | % | Fixed | Sep. 2015 | |||||||
Bowie Gateway Medical Center - Bowie, MD | 1 | 6,096 | 6.18 | % | Fixed | Sep. 2016 | ||||||||
Medical Center of New Windsor - New Windsor, NY | 1 | 8,885 | 6.39 | % | Fixed | Sep. 2017 | ||||||||
Plank Medical Center - Clifton Park, NY | 1 | 3,526 | 6.39 | % | Fixed | Sep. 2017 | ||||||||
Cushing Center - Schenectady, NY | 1 | 4,336 | 5.71 | % | Fixed | Feb. 2016 | ||||||||
Countryside Medical Arts - Safety Harbor, FL | 1 | 6,116 | 6.07 | % | Fixed | (1) | Apr. 2019 | |||||||
St. Andrews Medical Park, Venice, FL | 3 | 6,760 | 6.07 | % | Fixed | (1) | Apr. 2019 | |||||||
Campus at Crooks & Auburn Building C - Rochester Hills, MI | 1 | 3,659 | 5.91 | % | Fixed | Apr. 2016 | ||||||||
Slingerlands Crossing Phase I - Bethlehem, NY | 1 | 6,806 | 6.39 | % | Fixed | Sep. 2017 | ||||||||
Slingerlands Crossing Phase II - Bethlehem, NY | 1 | 7,923 | 6.39 | % | Fixed | Sep. 2017 | ||||||||
Total | 12 | $ | 59,325 | 6.12 | % | |||||||||
_______________________________ | ||||||||||||||
(1) Fixed interest rate through May 10, 2017. Interest rate changes to variable rate starting May 11, 2017. | ||||||||||||||
Schedule of Maturities of Long-term Debt | ' | |||||||||||||
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to June 30, 2014: | ||||||||||||||
(In thousands) | Future Principal | |||||||||||||
Payments | ||||||||||||||
July 1, 2014 — December 31, 2014 | $ | 430 | ||||||||||||
2015 | 5,933 | |||||||||||||
2016 | 14,255 | |||||||||||||
2017 | 26,477 | |||||||||||||
2018 | 212 | |||||||||||||
Thereafter | 12,018 | |||||||||||||
$ | 59,325 | |||||||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||
Fair Value, by Balance Sheet Grouping | ' | ||||||||||||||||||
The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below: | |||||||||||||||||||
Carrying Amount(1) at | Fair Value at | Carrying Amount at | Fair Value at | ||||||||||||||||
(In thousands) | Level | June 30, 2014 | June 30, 2014 | December 31, 2013 | December 31, 2013 | ||||||||||||||
Mortgage notes payable | 3 | $ | 62,295 | $ | 62,439 | $ | — | $ | — | ||||||||||
Common_Stock_Tables
Common Stock (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Equity [Abstract] | ' | ||||||||||
Class of Treasury Stock | ' | ||||||||||
The following table summarizes the number of shares repurchased under the SRP cumulatively through June 30, 2014: | |||||||||||
Number of Requests | Number of Shares Repurchased | Average Price per Share | |||||||||
Cumulative repurchases as of December 31, 2013 | 2 | 1,600 | $ | 25 | |||||||
Six months ended June 30, 2014(1) | 5 | 8,014 | 24.98 | ||||||||
Cumulative repurchases as of June 30, 2014(1) | 7 | 9,614 | $ | 24.99 | |||||||
_____________________________ | |||||||||||
-1 | Includes five unfulfilled repurchase requests consisting of 8,014 shares at an average price per share of $24.98, which were approved for repurchase as of June 30, 2014 and completed in August 2014. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Contractual Obligation, Fiscal Year Maturity Schedule | ' | ||||
These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items. | |||||
(In thousands) | Future Minimum | ||||
Base Rent Payments | |||||
July 1, 2014 — December 31, 2014 | $ | 54 | |||
2015 | 109 | ||||
2016 | 111 | ||||
2017 | 113 | ||||
2018 | 116 | ||||
Thereafter | 5,035 | ||||
$ | 5,538 | ||||
Related_Party_Transactions_and1
Related Party Transactions and Arrangements (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Jun. 30, 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 June 30, | Six Months Ended June 30, | June 30, | December 31, | ||||||||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 70,722 | $ | 2,745 | $ | 105,197 | $ | 2,745 | $ | 2,475 | $ | 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 June 30, | Six Months Ended June 30, | June 30, | December 31, | ||||||||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||
Fees and expense reimbursements from the Advisor and Dealer Manager | $ | 9,071 | $ | 715 | $ | 15,329 | $ | 715 | $ | 378 | $ | 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: | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | Payable (Receivable) as of | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | June 30, | December 31, | ||||||||||||||||||||||||||||||||||||
(In thousands) | Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | 2014 | 2013 | |||||||||||||||||||||||||||||||
One-time fees and reimbursements: | |||||||||||||||||||||||||||||||||||||||||
Acquisition fees and related cost reimbursements | $ | 1,777 | $ | — | $ | 84 | $ | — | $ | 2,053 | $ | — | $ | 84 | $ | — | $ | — | $ | — | |||||||||||||||||||||
Financing coordination fees | 1,570 | — | — | — | 1,945 | — | — | — | (148 | ) | — | ||||||||||||||||||||||||||||||
Ongoing fees: | |||||||||||||||||||||||||||||||||||||||||
Property management and leasing fees | — | 31 | — | — | — | 47 | — | — | — | — | |||||||||||||||||||||||||||||||
Strategic advisory fees | 135 | — | 28 | — | 270 | — | 28 | — | — | — | |||||||||||||||||||||||||||||||
Distributions on Class B Units | 5 | — | — | — | 7 | — | — | — | — | 1 | |||||||||||||||||||||||||||||||
Total related party operation fees and reimbursements | $ | 3,487 | $ | 31 | $ | 112 | $ | — | $ | 4,275 | $ | 47 | $ | 112 | $ | — | $ | (148 | ) | $ | 1 | ||||||||||||||||||||
Schedule of General and Administrative Expenses Absorbed by Affiliate | ' | ||||||||||||||||||||||||||||||||||||||||
The following table reflects costs absorbed by the Advisor during the periods presented. | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | Receivable as of | |||||||||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Property operating expenses absorbed | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 150 | |||||||||||||||||||||||||||||
General and administrative expenses absorbed | — | 177 | — | 177 | — | 843 | |||||||||||||||||||||||||||||||||||
Total expenses absorbed | $ | — | $ | 177 | $ | — | $ | 177 | $ | — | $ | 993 | |||||||||||||||||||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | ' | |||||||
The following table reflects restricted share award activity for the six months ended June 30, 2014: | ||||||||
Number of Common Shares | Weighted-Average Issue Price | |||||||
Unvested, December 31, 2013 | 3,999 | $ | 22.5 | |||||
Granted | 3,999 | 22.5 | ||||||
Vested | (800 | ) | 22.5 | |||||
Unvested, June 30, 2014 | 7,198 | $ | 22.5 | |||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 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 and six months ended June 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net loss (in thousands) | $ | (4,147 | ) | $ | (116 | ) | $ | (4,729 | ) | $ | (163 | ) | |||||
Basic and diluted weighted-average shares outstanding | 35,127,969 | 379,911 | 24,435,162 | 195,425 | |||||||||||||
Basic and diluted net loss per share | $ | (0.12 | ) | (0.31 | ) | $ | (0.19 | ) | $ | (0.83 | ) | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||||||||||||||
The Company had the following common share equivalents as of June 30, 2014 and 2013, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: | |||||||||||||||||
June 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Unvested restricted stock | 7,198 | 3,999 | |||||||||||||||
OP Units | 90 | 90 | |||||||||||||||
Class B units | 12,940 | — | |||||||||||||||
Total common share equivalents | 20,228 | 4,089 | |||||||||||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||
Schedule of Subsequent Events | ' | ||||||||||||
Total capital raised to date, including shares issued under the DRIP, is as follows: | |||||||||||||
Source of Capital (in thousands) | Inception to June 30, 2014 | July 1, 2014 to July 31, 2014 | Total | ||||||||||
Common stock | $ | 1,294,188 | $ | 473,573 | $ | 1,767,761 | |||||||
The following table presents certain information about the properties that the Company acquired from July 1, 2014 to August 6, 2014: | |||||||||||||
Number of Properties | Rentable | Base | |||||||||||
Square Feet | Purchase Price (1) | ||||||||||||
(In thousands) | |||||||||||||
Portfolio, June 30, 2014 | 24 | 728,000 | $ | 183,090 | |||||||||
Acquisitions | 13 | 389,441 | 94,056 | ||||||||||
Portfolio, August 6, 2014 | 37 | 1,117,441 | $ | 277,146 | |||||||||
________________________ | |||||||||||||
(1) Contract purchase price, excluding acquisition related costs. |
Organization_Details
Organization (Details) (USD $) | 6 Months Ended | 15 Months Ended | 20 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Apr. 09, 2013 | Feb. 14, 2013 | Oct. 15, 2012 | Jun. 30, 2014 | Feb. 14, 2013 | Feb. 14, 2013 | Oct. 15, 2012 | Aug. 01, 2014 | Jul. 23, 2014 | Jul. 31, 2014 | Aug. 06, 2014 | Jul. 23, 2014 | |
property | property | Common Stock | Common Stock | Minimum | American Realty Capital Healthcare II Special Limited Partner, LLC | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | ||||||
sqft | sqft | Common Stock | Special Limited Partner | property | ||||||||||||
sqft | ||||||||||||||||
Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock available for issuance, IPO (in shares) | ' | ' | ' | ' | ' | $1,700,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (usd per share) | $0.01 | ' | $0.01 | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in dollars per share) | ' | ' | ' | ' | $25 | ' | ' | $25 | $25 | ' | ' | ' | ' | ' | ' | ' |
Shares available for issuance under a distribution reinvestment plan, shares | ' | ' | ' | ' | ' | ' | ' | ' | 14,700,000 | ' | ' | ' | ' | ' | ' | ' |
Share reallocated under DRIP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,900,000 | ' | ' | ' |
Remaining unsold shares under a Drip | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,200,000 |
Additional shares issued under DRIP (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' |
Common stock, shares outstanding | 52,057,557 | ' | 7,529,789 | 52,057,557 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,100,000 | ' | ' |
Proceeds from issuance of common stock | 1,074,428,000 | 28,182,000 | 186,800,000 | 1,300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000,000 | ' | ' |
Common stock outstanding | 1,300,000,000 | ' | ' | 1,300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DRIP Share Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $23.75 | ' | $23.75 | ' | ' | ' | ' | ' | ' |
DRIP percentage of estimated value of common | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' | ' | ' | ' | ' |
Number of Properties | 24 | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37 | ' |
Rentable Square Feet | 728,000 | ' | ' | 728,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,117,441 | ' |
Occupancy rate | 93.90% | ' | ' | 93.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining lease term | '6 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limited Partners' contributed capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,020 | ' | ' | ' | ' | ' |
LLC ownership units | ' | ' | ' | ' | ' | ' | 90 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real_Estate_Investments_Acquir
Real Estate Investments - Acquired Assets (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
property | property | |
Real estate investments | ' | ' |
Land | $15,980 | $409 |
Buildings, fixtures and improvements | 109,729 | 6,047 |
Total tangible assets | 125,709 | 6,456 |
Total assets acquired, net | 139,602 | 7,366 |
Mortgage notes payable assumed to acquire real estate investments | -59,395 | 0 |
Premiums on mortgages assumed | -3,076 | 0 |
Other liabilities assumed | -369 | 0 |
Cash paid for acquired real estate investments | 76,762 | 7,366 |
Number of properties purchased | 17 | 2 |
In-place leases | ' | ' |
Real estate investments | ' | ' |
Acquired intangibles | -13,989 | -910 |
Above-market lease assets | ' | ' |
Real estate investments | ' | ' |
Acquired intangibles | -207 | 0 |
Below-market lease liabilities | ' | ' |
Real estate investments | ' | ' |
Acquired intangibles | ($303) | $0 |
Real_Estate_Investments_Pro_Fo
Real Estate Investments - Pro Forma Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Real Estate Investments, Net [Abstract] | ' | ' | ' | ' |
Acquisition and transaction related | $2,599 | $118 | $3,003 | $118 |
Pro forma revenues | ' | ' | 9,380 | 8,854 |
Pro forma net loss | ' | ' | ($2,785) | ($1,849) |
Real_Estate_Investments_Future
Real Estate Investments - Future Minimum Payments (Details) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Business Combinations [Abstract] | ' |
July 1, 2014 b December 31, 2014 | $7,181 |
2015 | 13,853 |
2016 | 12,171 |
2017 | 11,582 |
2018 | 9,977 |
Thereafter | 40,730 |
Total | $95,494 |
Real_Estate_Investments_Custom
Real Estate Investments - Customer Concentration (Details) | 6 Months Ended |
Jun. 30, 2013 | |
Adena Health System | ' |
Concentration Risk [Line Items] | ' |
Concentration risk, percentage | 72.60% |
Fresenius Medical Care AG & Co. KGaA | ' |
Concentration Risk [Line Items] | ' |
Concentration risk, percentage | 27.40% |
Real_Estate_Investments_Geogra
Real Estate Investments - Geographic Concentrations (Details) | 6 Months Ended | |||||
Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Alabama | Florida | Georgia | Illinois | New York | Ohio | |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' |
Entity wide revenue, major state, percentage | 27.40% | 14.00% | 10.00% | 11.70% | 26.80% | 72.60% |
Revolving_Credit_Facility_Deta
Revolving Credit Facility (Details) (Secured Debt, USD $) | Jun. 30, 2014 | Apr. 15, 2014 | Mar. 21, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
extension | Federal Funds Effective Rate | One-Month LIBOR | Minimum | Minimum | Maximum | Maximum | |||
London Interbank Offered Rate (LIBOR) | Base Rate | London Interbank Offered Rate (LIBOR) | Base Rate | ||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | $450,000,000 | $50,000,000 | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage_Notes_Payable_Mortgag
Mortgage Notes Payable - Mortgage Notes (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Outstanding Loan Amount as of | $59,325 | $0 |
Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 12 | ' |
Outstanding Loan Amount as of | 59,325 | ' |
Effective Interest Rate | 6.12% | ' |
Creekside Medical Office Building - Douglasville, GA | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 1 | ' |
Outstanding Loan Amount as of | 5,218 | ' |
Effective Interest Rate | 5.32% | ' |
Bowie Gateway Medical Center - Bowie, MD | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 1 | ' |
Outstanding Loan Amount as of | 6,096 | ' |
Effective Interest Rate | 6.18% | ' |
Medical Center of New Windsor - New Windsor, NY | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 1 | ' |
Outstanding Loan Amount as of | 8,885 | ' |
Effective Interest Rate | 6.39% | ' |
Plank Medical Center - Clifton Park, NY | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 1 | ' |
Outstanding Loan Amount as of | 3,526 | ' |
Effective Interest Rate | 6.39% | ' |
Cushing Center - Schenectady, NY | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 1 | ' |
Outstanding Loan Amount as of | 4,336 | ' |
Effective Interest Rate | 5.71% | ' |
Countryside Medical Arts - Safety Harbor, FL | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 1 | ' |
Outstanding Loan Amount as of | 6,116 | ' |
Effective Interest Rate | 6.07% | ' |
St. Andrews Medical Park, Venice, FL | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 3 | ' |
Outstanding Loan Amount as of | 6,760 | ' |
Effective Interest Rate | 6.07% | ' |
Campus at Crooks & Auburn Building C - Rochester Hills, MI | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 1 | ' |
Outstanding Loan Amount as of | 3,659 | ' |
Effective Interest Rate | 5.91% | ' |
Slingerlands Crossing Phase I - Bethlehem, NY | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 1 | ' |
Outstanding Loan Amount as of | 6,806 | ' |
Effective Interest Rate | 6.39% | ' |
Slingerlands Crossing Phase II - Bethlehem, NY | Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Encumbered Properties | 1 | ' |
Outstanding Loan Amount as of | $7,923 | ' |
Effective Interest Rate | 6.39% | ' |
Mortgage_Notes_Payable_Mortgag1
Mortgage Notes Payable - Mortgage Principal Payments (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Secured Debt | $59,325 | $0 |
Mortgages | ' | ' |
Debt Instrument [Line Items] | ' | ' |
July 1, 2014 b December 31, 2014 | 430 | ' |
2015 | 5,933 | ' |
2016 | 14,255 | ' |
2017 | 26,477 | ' |
2018 | 212 | ' |
Thereafter | 12,018 | ' |
Secured Debt | $59,325 | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | |
Mortgage notes payable | $59,325 | $0 | |
Mortgage premiums, net | 2,970 | 0 | |
Mortgages | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | |
Mortgage notes payable | 59,325 | ' | |
Fair Value, Inputs, Level 3 | Mortgages | Carrying Amount | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | |
Mortgage notes payable | 62,295 | [1] | 0 |
Mortgage premiums, net | -3,000 | ' | |
Fair Value, Inputs, Level 3 | Mortgages | Fair Value | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | |
Mortgage notes payable | $62,439 | $0 | |
[1] | Carrying value includes $59.3 million mortgage notes payable and $3.0 million mortgage premiums, net as of JuneB 30, 2014 . |
Common_Stock_Schedule_of_Stock
Common Stock (Schedule of Stock by Class) (Details) (USD $) | 0 Months Ended | 6 Months Ended | 15 Months Ended | 20 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Apr. 09, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Apr. 09, 2013 |
Equity [Abstract] | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | 52,057,557 | ' | 7,529,789 | 52,057,557 | ' |
Proceeds from issuance of common stock | ' | $1,074,428 | $28,182 | $186,800 | $1,300,000 | ' |
Dividends declared per day (in dollars per share) | $0.00 | ' | ' | ' | ' | ' |
Common stock dividends, annual percentage | 6.80% | ' | ' | ' | ' | ' |
Share Price (in dollars per share) | ' | ' | ' | ' | ' | $25 |
Common_Stock_Cumulative_Share_
Common Stock Cumulative Share Repurchases (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
request | |
repurchase | |
Equity, Class of Treasury Stock [Roll Forward] | ' |
Beginning Balance, Number of Requests | 2 |
Beginning Balance, Number of Shares Repurchased (in shares) | 1,600 |
Beginning Balance, Average Price Per Share (usd per share) | $25 |
Number of Requests | 5 |
Number of Shares Repurchased (in shares) | 8,014 |
Average Price per Share (in dollars per share) | $24.98 |
Ending Balance, Number of Requests | 7 |
Ending Balance, Number of Shares Repurchased (in shares) | 9,614 |
Ending Balance, Average Price Per Share (usd per share) | $24.99 |
Remaining number of shares authorized (in shares) | 8,014 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
July 1, 2014 b December 31, 2014 | $54 |
2015 | 109 |
2016 | 111 |
2017 | 113 |
2018 | 116 |
Thereafter | 5,035 |
Total | $5,538 |
Related_Party_Transactions_and2
Related Party Transactions and Arrangements (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Special Limited Partner | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Common stock held by related party, in shares | 8,888 | 8,888 |
Acquisition fees and related cost reimbursements | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to affiliate | 0 | 500 |
Related_Party_Transactions_and3
Related Party Transactions and Arrangements - Fees Paid in Connection with the IPO (Details) (USD $) | 20 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Related Party Transaction [Line Items] | ' |
Cumulative offering costs | $146.80 |
Dealer Manager | ' |
Related Party Transaction [Line Items] | ' |
Aggregate costs borne by related party | $1.80 |
Maximum | ' |
Related Party Transaction [Line Items] | ' |
Liability for offering and related costs from IPO | 2.00% |
Aggregate offering costs | 15.00% |
Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Maximum | Dealer Manager | ' |
Related Party Transaction [Line Items] | ' |
Sales commissions as a percentage of benchmark | 7.00% |
Option One | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | ' |
Related Party Transaction [Line Items] | ' |
Brokerage fee as a percentage of benchmark | 7.50% |
Brokerage fees as a percentage of benchmark, initial grant | 2.50% |
Brokerage fees as a percentage of benchmark, periodic payment | 1.00% |
Option One | Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Maximum | Dealer Manager | ' |
Related Party Transaction [Line Items] | ' |
Proceeds from the sales of common stock | 3.00% |
Option Two | Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Dealer Manager | ' |
Related Party Transaction [Line Items] | ' |
Sales commissions as a percentage of benchmark | 2.50% |
Related_Party_Transactions_and4
Related Party Transactions and Arrangements - Fees Paid in Connection with the IPO, Selling Commissions and Dealer Manager Fees (Details) (Realty Capital Securities, LLC, Sales Commissions and Dealer Manager Fees, Dealer Manager, USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Realty Capital Securities, LLC | Sales Commissions and Dealer Manager Fees | Dealer Manager | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Total commissions and fees incurred from the Dealer Manager | $70,722 | $2,745 | $105,197 | $2,745 | ' |
Due to affiliate | $2,475 | ' | $2,475 | ' | $127 |
Related_Party_Transactions_and5
Related Party Transactions and Arrangements - Fees Paid in Connection with the IPO, Offering Costs and Reimbursements (Details) (Fees and Expense Reimbursement, Stock Offering, American Realty Capital Healthcare II Advisors, LLC and Realty Capital Securities, LLC [Member], Advisor and Dealer Manager, USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Fees and Expense Reimbursement, Stock Offering | American Realty Capital Healthcare II Advisors, LLC and Realty Capital Securities, LLC [Member] | Advisor and Dealer Manager | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
One-time fees and reimbursements: | $9,071 | $715 | $15,329 | $715 | ' |
Due to affiliate | $378 | ' | $378 | ' | $192 |
Related_Party_Transactions_and6
Related Party Transactions and Arrangements - Fees Paid in Connection With the Operations of the Company (Details) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 09, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 |
American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | Strategic advisory fees | Annual Targeted Investor Return | Sales Commissions and Dealer Manager Fees | Class B Units | Class B Units | ||||
Advisor | Advisor | Advisor | Advisor | Advisor | Contract Purchase Price | Advance on Loan or Other Investment | Amount Available or Outstanding Under Financing Arrangement | Pre-tax Non-compounded Return on Capital Contribution | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | American Realty Capital Healthcare II Advisors, LLC | ||||||||
Advisor | Advisor | Advisor | Advisor | Advisor | Advisor | Contract Purchase Price | Advance on Loan or Other Investment | Contract Purchase Price, All Assets Acquired | Average Invested Assets | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Gross Revenue, Managed Properties | Pre-tax Non-compounded Return on Capital Contribution | |||||||||||||
Advisor | Advisor | Advisor | Advisor | Advisor | Advisor | Advisor | |||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition fees as a percentage of benchmark | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | 4.50% | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Financing advance fees as a percentage of benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing advance fees as a percentage of benchmark, expected third party costs | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing coordination fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cumulative capital investment return to investors as a percentage of benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 20,228 | 4,089 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,940 | 0 |
Property management fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Oversight fees earned by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' |
Amortization period of related party fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '0 years 20 months 15 days | ' | ' | ' | ' |
Operating expenses as a percentage of benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 25.00% | ' | ' | ' | ' | ' | ' |
Amounts of transaction | ' | ' | ' | $0 | $177 | $0 | $177 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from affiliates | ' | ' | ' | $0 | ' | $0 | ' | $993 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Quarterly Asset Management Fee Earned By Related Party, Percentage of Benchmark | ' | ' | ' | ' | ' | ' | ' | ' | 0.19% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in dollars per share) | ' | ' | $25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22.50 | ' | ' |
Related_Party_Transactions_and7
Related Party Transactions and Arrangements - Fees Paid in Connection With the Operations of the Company, Incurred, Forgiven and Payable (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 |
Incurred | Incurred | Incurred | Incurred | Forgiven | Forgiven | Forgiven | Forgiven | Payable | Payable | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Nonrecurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | Recurring Fees | |
Total related party operation fees and reimbursements | Total related party operation fees and reimbursements | Total related party operation fees and reimbursements | Total related party operation fees and reimbursements | Total related party operation fees and reimbursements | Total related party operation fees and reimbursements | Total related party operation fees and reimbursements | Total related party operation fees and reimbursements | Total related party operation fees and reimbursements | Total related party operation fees and reimbursements | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Payable | Payable | Payable | Payable | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Incurred | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Forgiven | Payable | Payable | Payable | Payable | Payable | Payable | |
Acquisition fees and related cost reimbursements | Acquisition fees and related cost reimbursements | Acquisition fees and related cost reimbursements | Acquisition fees and related cost reimbursements | Financing coordination fees | Financing coordination fees | Financing coordination fees | Financing coordination fees | Acquisition fees and related cost reimbursements | Acquisition fees and related cost reimbursements | Acquisition fees and related cost reimbursements | Acquisition fees and related cost reimbursements | Financing coordination fees | Financing coordination fees | Financing coordination fees | Financing coordination fees | Acquisition fees and related cost reimbursements | Acquisition fees and related cost reimbursements | Financing coordination fees | Financing coordination fees | Property management and leasing fees | Property management and leasing fees | Property management and leasing fees | Property management and leasing fees | Strategic advisory fees | Strategic advisory fees | Strategic advisory fees | Strategic advisory fees | Distributions on Class B Units | Distributions on Class B Units | Distributions on Class B Units | Distributions on Class B Units | Property management and leasing fees | Property management and leasing fees | Property management and leasing fees | Property management and leasing fees | Strategic advisory fees | Strategic advisory fees | Strategic advisory fees | Strategic advisory fees | Distributions on Class B Units | Distributions on Class B Units | Distributions on Class B Units | Distributions on Class B Units | Property management and leasing fees | Property management and leasing fees | Strategic advisory fees | Strategic advisory fees | Distributions on Class B Units | Distributions on Class B Units | |||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
One-time fees and reimbursements: | $3,487 | $112 | $4,275 | $112 | $31 | $0 | $47 | $0 | ' | ' | $1,777 | $84 | $2,053 | $84 | $1,570 | $0 | $1,945 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ' | ' | ' | ' | $0 | $0 | $0 | $0 | $135 | $28 | $270 | $28 | $5 | $0 | $7 | $0 | $31 | $0 | $47 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' |
Due from affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ($148) | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | ($148) | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 | $0 | $0 | $1 |
Related_Party_Transactions_and8
Related Party Transactions and Arrangements - Fees Paid in Connection With the Operations of the Company, Absorbed General and Administrative Costs (Details) (American Realty Capital Healthcare II Advisors, LLC, Advisor, USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Amounts of transaction | $0 | $177 | $0 | $177 | ' |
Due from affiliates | 0 | ' | 0 | ' | 993 |
Property operating expenses absorbed | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Amounts of transaction | 0 | 0 | 0 | 0 | ' |
Due from affiliates | 0 | ' | 0 | ' | 150 |
Absorbed General and Administrative Expenses [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Amounts of transaction | 0 | 177 | 0 | 177 | ' |
Due from affiliates | $0 | ' | $0 | ' | $843 |
Related_Party_Transactions_and9
Related Party Transactions and Arrangements - Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets (Details) (American Realty Capital Healthcare II Advisors, LLC, Advisor) | Jun. 30, 2014 |
Pre-tax Non-compounded Return on Capital Contribution | ' |
Related Party Transaction [Line Items] | ' |
Subordinated performance fee as a percentage of benchmark | 15.00% |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital | ' |
Related Party Transaction [Line Items] | ' |
Subordinated participation fees as a percentage of benchmark | 15.00% |
Distribution upon nonrenewal of advisory agreement | 15.00% |
Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return | ' |
Related Party Transaction [Line Items] | ' |
Subordinated performance fee as a percentage of benchmark | 15.00% |
Annual Targeted Investor Return | Pre-tax Non-compounded Return on Capital Contribution | ' |
Related Party Transaction [Line Items] | ' |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Maximum | Pre-tax Non-compounded Return on Capital Contribution | ' |
Related Party Transaction [Line Items] | ' |
Subordinated performance fee as a percentage of benchmark | 10.00% |
Maximum | Real Estate Commissions | Contract Sales Price | ' |
Related Party Transaction [Line Items] | ' |
Real estate commissions as a percentage of benchmark | 4.50% |
Option One | Maximum | Brokerage Commission Fees | Contract Sales Price | ' |
Related Party Transaction [Line Items] | ' |
Real estate commissions as a percentage of benchmark | 2.00% |
Option Two | Maximum | Brokerage Commission Fees | Contract Sales Price | ' |
Related Party Transaction [Line Items] | ' |
Real estate commissions as a percentage of benchmark | 50.00% |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 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 | ' | ' | $24,000 | $7,000 |
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) | 404 | ' | 604 | ' |
Stock issued during period, issued for services | 10,000 | 0 | 14,000 | 0 |
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 | ' | 1,333 | ' |
Restricted share vesting period | ' | ' | '5 years | ' |
Periodic vesting percentage | 20.00% | ' | 20.00% | ' |
Maximum authorized amount as a percentage of shares authorized | ' | ' | 5.00% | ' |
Number of shares authorized, in shares | 3,400,000 | ' | 3,400,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' | ' |
Beginning Balance, Unvested (in shares) | ' | ' | 3,999 | ' |
Granted (in shares) | ' | ' | 3,999 | ' |
Vested (in shares) | ' | ' | -800 | ' |
Ending Balance, Unvested (in shares) | 7,198 | ' | 7,198 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' | ' | ' |
Beginning Balance, Unvested, Weighted-Average Issue Price (usd per share) | ' | ' | $22.50 | ' |
Granted, Weighted-Average Issue Price (usd per share) | ' | ' | $22.50 | ' |
Vested, Weighted-Average Issue Price (usd per share) | ' | ' | $22.50 | ' |
Ending Balance, Unvested, Weighted-Average Issue Price (usd per share) | $22.50 | ' | $22.50 | ' |
Nonvested awards, compensation cost not yet recognized | 200,000 | ' | 200,000 | ' |
Nonvested awards, compensation cost not yet recognized, period for recognition | ' | ' | '4 years 4 months 24 days | ' |
Share-based compensation | $4,000 | $4,000 | $10,000 | $7,000 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' |
Net loss | ($4,147) | ($116) | ($4,729) | ($163) |
Basic and diluted weighted-average shares outstanding (in shares) | 35,127,969 | 379,911 | 24,435,162 | 195,425 |
Basic and diluted net loss per share (usd per share) | ($0.12) | ($0.31) | ($0.19) | ($0.83) |
Antidilutive securities excluded from computation of earnings per share (in shares) | ' | ' | 20,228 | 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) | ' | ' | 7,198 | 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) | ' | ' | 12,940 | 0 |
Subsequent_Events_Sale_of_Comm
Subsequent Events - Sale of Common Stock (Details) (USD $) | 6 Months Ended | 15 Months Ended | 20 Months Ended | 0 Months Ended | 1 Months Ended | 21 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Aug. 01, 2014 | Jul. 23, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 23, 2014 |
Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share reallocated under DRIP | ' | ' | ' | ' | ' | 13,900,000 | ' | ' | ' |
Remaining unsold shares under a Drip | ' | ' | ' | ' | ' | ' | ' | ' | 14,200,000 |
Additional shares issued under DRIP (in shares) | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' |
Common stock, shares outstanding | 52,057,557 | ' | 7,529,789 | 52,057,557 | ' | ' | 71,100,000 | 71,100,000 | ' |
Proceeds from issuance of common stock | $1,074,428 | $28,182 | $186,800 | $1,300,000 | ' | ' | $1,800,000 | ' | ' |
Common stock | $1,099,484 | ' | ' | $1,294,188 | ' | ' | $473,573 | $1,767,761 | ' |
Subsequent_Events_Acquisitions
Subsequent Events - Acquisitions (Details) (USD $) | 6 Months Ended | 1 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Aug. 06, 2014 | ||
property | property | Subsequent Event | |||
sqft | property | ||||
sqft | |||||
Property Acquisition [Roll Forward] | ' | ' | ' | ||
Number of Properties, Acquisitions | 17 | 2 | 13 | ||
Rentable Square Feet, Acquisitions | ' | ' | 389,441 | ||
Base Purchase Price, Acquisitions | ' | ' | $94,056 | [1] | |
Ending Balance, Number of Properties | 24 | ' | 37 | ||
Ending Balance, Rentable Square Feet | 728,000 | ' | 1,117,441 | ||
Ending Balance, Base Purchase Price | $183,090 | [1] | ' | $277,146 | [1] |
[1] | Contract purchase price, excluding acquisition related costs. |