Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 07, 2014 | |
Entity Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'gahr3 | ' |
Entity Registrant Name | 'Griffin-American Healthcare REIT III, Inc. | ' |
Entity Central Index Key | '0001566912 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 29,828,978 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Real estate investments, net | $37,921 | $0 |
Cash and cash equivalents | 141,159 | 202 |
Accounts and other receivables | 2,420 | 0 |
Real estate and escrow deposits | 300 | 0 |
Identified intangible assets, net | 4,313 | 0 |
Other assets, net | 926 | 0 |
Total assets | 187,039 | 202 |
Liabilities: | ' | ' |
Accounts payable and accrued liabilities | 1,849 | 0 |
Accounts payable due to affiliates | 209 | ' |
Identified intangible liabilities, net | 240 | 0 |
Security deposits, prepaid rent and other liabilities | 1,524 | 0 |
Total liabilities | 3,822 | 0 |
Commitments and contingencies (Note 8) | ' | ' |
Redeemable noncontrolling interest (Note 9) | 2 | 0 |
Stockholders' equity: | ' | ' |
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 21,048,223 and 22,222 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 210 | 0 |
Additional paid-in capital | 187,163 | 200 |
Accumulated deficit | -4,158 | 0 |
Total stockholders' equity | 183,215 | 200 |
Noncontrolling interest (Note 10) | 0 | 2 |
Total equity | 183,215 | 202 |
Total liabilities, redeemable noncontrolling interest and equity | $187,039 | $202 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value (usd per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
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 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued | 21,048,223 | 22,222 |
Common stock, shares outstanding | 21,048,223 | 22,222 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue: | ' | ' | ' | ' |
Real estate revenue | $496,000 | $0 | $520,000 | $0 |
Expenses: | ' | ' | ' | ' |
Rental expenses | 128,000 | 0 | 133,000 | 0 |
General and administrative | 281,000 | 0 | 549,000 | 0 |
Acquisition related expenses | 1,400,000 | 0 | 1,724,000 | 0 |
Depreciation and amortization | 255,000 | 0 | 268,000 | 0 |
Total expenses | 2,064,000 | 0 | 2,674,000 | 0 |
Loss from operations | -1,568,000 | 0 | -2,154,000 | 0 |
Interest expense (including amortization of deferred financing costs) | -44,000 | 0 | -44,000 | 0 |
Interest income | 19,000 | 0 | 19,000 | 0 |
Net loss | -1,593,000 | 0 | -2,179,000 | 0 |
Less: net loss (income) attributable to redeemable noncontrolling interest | 0 | 0 | 0 | 0 |
Net loss attributable to controlling interest | ($1,593,000) | $0 | ($2,179,000) | $0 |
Net loss per common share attributable to controlling interest b basic and diluted | ($0.13) | $0 | ($0.49) | $0 |
Weighted average number of common shares outstanding - basic and diluted | 11,935,505 | 22,222 | 4,413,858 | 22,222 |
Distributions declared per common share | $0.15 | $0 | $0.23 | $0 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Total Stockholders' Equity [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data | ||||||
Beginning balance at Jan. 10, 2013 | $0 | $0 | $0 | $0 | ' | $0 |
Beginning balance, Shares at Jan. 10, 2013 | ' | ' | 0 | ' | ' | ' |
Issuance of common stock, number of shares | ' | ' | 22,222 | ' | ' | ' |
Issuance of common stock | 200 | 200 | 0 | 200 | ' | ' |
Issuance of limited partnership units | 2 | ' | ' | ' | ' | 2 |
Net loss | 0 | ' | ' | ' | ' | ' |
Ending balance at Sep. 30, 2013 | 202 | 200 | 0 | 200 | 0 | 2 |
Ending balance, Shares at Sep. 30, 2013 | ' | ' | 22,222 | ' | ' | ' |
Beginning balance at Dec. 31, 2013 | 202 | 200 | 0 | 200 | 0 | 2 |
Beginning balance, Shares at Dec. 31, 2013 | ' | ' | 22,222 | ' | ' | ' |
Issuance of common stock, number of shares | ' | ' | 20,952,360 | ' | ' | ' |
Issuance of common stock | 209,094 | 209,094 | 210 | 208,884 | ' | ' |
Offering costs b common stock | -22,567 | -22,567 | ' | -22,567 | ' | ' |
Issuance of vested and nonvested restricted common stock, shares | ' | ' | 10,000 | ' | ' | ' |
Issuance of vested and nonvested restricted common stock | 20 | 20 | ' | 20 | ' | ' |
Issuance of common stock under the DRIP, shares | 63,641 | ' | 63,641 | ' | ' | ' |
Issuance of common stock under the DRIP | 604 | 604 | 0 | 604 | ' | ' |
Amortization of nonvested common stock compensation | 22 | 22 | ' | 22 | ' | ' |
Reclassification of noncontrolling interest | -2 | ' | ' | ' | ' | -2 |
Distributions declared | -1,979 | -1,979 | ' | ' | -1,979 | ' |
Net loss | -2,179 | -2,179 | ' | ' | -2,179 | ' |
Ending balance at Sep. 30, 2014 | $183,215 | $183,215 | $210 | $187,163 | ($4,158) | $0 |
Ending balance, Shares at Sep. 30, 2014 | ' | ' | 21,048,223 | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($2,179) | $0 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 268 | 0 |
Other amortization (including deferred financing costs and above/below market leases) | 36 | 0 |
Deferred rent | -72 | 0 |
Stock based compensation | 42 | 0 |
Acquisition fees paid in stock | 103 | 0 |
Share discounts | 115 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts and other receivables | -137 | 0 |
Other assets | -125 | 0 |
Accounts payable and accrued liabilities | 760 | 0 |
Accounts payable due to affiliates | 4 | 0 |
Security deposits, prepaid rent and other liabilities | -166 | 0 |
Net cash used in operating activities | -1,351 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Acquisition of real estate operating properties | -40,431 | 0 |
Real estate and escrow deposits | -300 | 0 |
Net cash used in investing activities | -40,731 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from issuance of common stock | 206,339 | 200 |
Deferred financing costs | -703 | 0 |
Contribution from noncontrolling interest to operating partnership | 0 | 2 |
Payment of offering costs | -22,108 | 0 |
Distributions paid | -489 | 0 |
Net cash provided by financing activities | 183,039 | 202 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 140,957 | 202 |
CASH AND CASH EQUIVALENTS b Beginning of period | 202 | 0 |
CASH AND CASH EQUIVALENTS b End of period | 141,159 | 202 |
Investing Activities: | ' | ' |
Accrued capital expenditures | 22 | 0 |
Other assets | 14 | 0 |
Accounts payable and accrued liabilities | 148 | 0 |
Security deposits, prepaid rent and other liabilities | 1,690 | 0 |
Financing Activities: | ' | ' |
Issuance of common stock under the DRIP | 604 | 0 |
Distributions declared but not paid | 886 | 0 |
Accrued offering costs | 205 | 0 |
Reclassification of noncontrolling interest | 2 | 0 |
Receivable from transfer agent | 2,283 | 0 |
Accrued deferred financing costs | $33 | $0 |
Organization_and_Description_o
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Description of Business | ' |
1. Organization and Description of Business | |
Griffin-American Healthcare REIT III, Inc., a Maryland corporation, was incorporated on January 11, 2013 and therefore we consider that our date of inception. We were initially capitalized on January 15, 2013. We invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. We may also originate and acquire secured loans and real estate-related investments on an infrequent and opportunistic basis. We generally seek investments that produce current income. We intend to elect to be treated as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes beginning with our taxable year ending December 31, 2014. | |
On February 26, 2014, we commenced our initial public offering, or our offering, in which we are offering to the public a minimum of $2,000,000 in shares of our common stock, or the minimum offering, and a maximum of $1,750,000,000 in shares of our common stock for $10.00 per share in our primary offering and up to $150,000,000 in shares of our common stock pursuant to our distribution reinvestment plan, or the DRIP, for $9.50 per share, aggregating up to $1,900,000,000, or the maximum offering. We reserve the right to reallocate the shares of common stock we are offering in our offering between the primary offering and the DRIP. | |
The conditions of our minimum offering amount were satisfied on May 12, 2014, and we admitted our initial subscribers as stockholders, excluding shares purchased by residents of Washington and Pennsylvania (who were subject to higher minimum offering amounts). Having raised the minimum offering, the offering proceeds were released by the escrow agent to us on May 14, 2014 and were available for the acquisition of properties and other purposes disclosed in our prospectus dated February 26, 2014, or our prospectus, as filed with the United States Securities and Exchange Commission, or the SEC, (provided that subscriptions from residents of Washington and Pennsylvania were to continue to be held in escrow until we had received and accepted subscriptions aggregating at least $20,000,000 and $87,500,000, respectively). On June 10, 2014, we satisfied the $20,000,000 minimum offering required by the state of Washington in connection with our offering and we began accepting subscriptions from Washington investors. On August 5, 2014, we satisfied the $87,500,000 minimum offering required by the state of Pennsylvania in connection with our offering and we began accepting subscriptions from Pennsylvania investors. As of September 30, 2014, we had received and accepted subscriptions in our offering for 20,952,360 shares of our common stock, or $208,978,000, excluding shares of our common stock issued pursuant to the DRIP. | |
We conduct substantially all of our operations through Griffin-American Healthcare REIT III Holdings, LP, or our operating partnership. We are externally advised by Griffin-American Healthcare REIT III Advisor, LLC, or Griffin-American Advisor, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor that has a one-year term that expires on February 26, 2015 and is subject to successive one-year renewals upon the mutual consent of the parties. Our advisor uses its best efforts, subject to the oversight, review and approval of our board of directors, to, among other things, research, identify, review and make investments in and dispositions of properties and securities on our behalf consistent with our investment policies and objectives. Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary. Our advisor is jointly owned and managed by American Healthcare Investors LLC, or American Healthcare Investors, and Griffin Capital Corporation, or Griffin Capital, or collectively our co-sponsors. We are not affiliated with Griffin Capital or Griffin Capital Securities, Inc., or Griffin Securities, or our dealer manager; however, we are affiliated with Griffin-American Advisor and American Healthcare Investors. | |
We currently operate through two reportable business segments — medical office buildings and senior housing. As of September 30, 2014, we had completed six acquisitions comprising six properties, or nine buildings, and approximately 229,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $41,025,000. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying condensed consolidated financial statements. | |
Basis of Presentation | |
Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership, the wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries and any variable interest entities, or VIEs, as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 810, Consolidation, or ASC Topic 810, which we have concluded should be consolidated pursuant to ASC Topic 810. | |
We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the properties acquired on our behalf. We are the sole general partner of our operating partnership, and as of September 30, 2014 and December 31, 2013, we owned greater than a 99.99% and a 99.01%, respectively, general partnership interest therein. Our advisor is a limited partner, and as of September 30, 2014 and December 31, 2013, our advisor owned less than a 0.01% and a 0.99%, respectively, noncontrolling limited partnership interest in our operating partnership. | |
Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our condensed consolidated financial statements. All significant intercompany accounts and transactions are eliminated in consolidation. | |
Interim Unaudited Financial Data | |
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. | |
In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our prospectus. | |
Use of Estimates | |
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. | |
Cash and Cash Equivalents | |
Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. | |
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts | |
We recognize revenue in accordance with ASC Topic 605, Revenue Recognition, or ASC Topic 605. ASC Topic 605 requires that all four of the following basic criteria be met before revenue is realized or realizable and earned: (1) there is persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed and determinable; and (4) collectability is reasonably assured. | |
In accordance with ASC Topic 840, Leases, minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable or deferred rent liability, as applicable. Tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recognized and presented in accordance with ASC Subtopic 605-45, Revenue Recognition — Principal Agent Consideration, or ASC Subtopic 605-45. ASC Subtopic 605-45 requires that these reimbursements be recorded on a gross basis, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have credit risk. We recognize lease termination fees at such time when there is a signed termination letter agreement, all of the conditions of the agreement have been met and the tenant is no longer occupying the property. | |
Tenant receivables and unbilled deferred rent receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. We also maintain an allowance for deferred rent receivables arising from the straight line recognition of rents. Such allowances are charged to bad debt expense which is included in general and administrative in our accompanying condensed consolidated statements of operations. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant's financial condition, security deposits, letters of credit, lease guarantees and current economic conditions and other relevant factors. As of September 30, 2014 and December 31, 2013, we did not have any allowances for uncollectible accounts. | |
Real Estate Investments, Net | |
We carry our operating properties at historical cost less accumulated depreciation. The cost of operating properties includes the cost of land and completed buildings and related improvements. Expenditures that increase the service life of properties are capitalized and the cost of maintenance and repairs is charged to expense as incurred. The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years, and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, ranging from six months to 15.1 years. Furniture, fixtures and equipment, if any, is depreciated over the estimated useful life, ranging from five years to 10 years. When depreciable property is retired, replaced or disposed of, the related costs and accumulated depreciation is removed from the accounts and any gain or loss is reflected in earnings. | |
As part of the leasing process, we may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements, the allowance is considered to be a lease inducement and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. Recognition of lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements when we are the owner of the leasehold improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date (and the date on which recognition of lease revenue commences) is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements. | |
We assess the impairment of an operating property when events or changes in circumstances indicate that its carrying amount may not be recoverable. Impairment losses are recorded on an operating property when indicators of impairment are present and the carrying amount exceeds the sum of the future undiscounted cash flows expected to result from the use and eventual disposition of the property. We would recognize an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property. For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, there were no impairment losses recorded. | |
Property Acquisitions | |
In accordance with ASC Topic 805, Business Combinations, or ASC Topic 805, we, with assistance from independent valuation specialists, measure the fair value of tangible and identified intangible assets and liabilities, as applicable, based on their respective fair values for acquired properties. The determination of the fair value of land is based upon comparable sales data. In cases where a leasehold interest in the land is acquired, the value of the leasehold interest is determined by discounting the difference between the contract ground lease payments and a market ground lease payment back to a present value as of the acquisition date. The market ground lease payment is estimated as a percentage of the land value. The fair value of buildings is based upon our determination of the value as if it were to be replaced and vacant using cost data and discounted cash flow models similar to those used by independent appraisers. We also recognize the fair value of furniture, fixtures and equipment on the premises, if any, as well as the above or below market rent, the value of in-place leases, the value of in-place lease costs, tenant relationships, master leases, above or below market debt and derivative financial instruments assumed. Factors considered by us include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. | |
The value of the above or below market component of the acquired in-place leases is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference (if greater than 10.0%) between the level payment equivalent of the contract rent paid pursuant to the lease, and our estimate of market rent payments taking into account rent steps throughout the lease. In the case of leases with options, unless an option rent is more than 5.0% below market rent, it is not assumed to be exercised. The amounts related to above market leases are included in identified intangible assets, net in our accompanying condensed consolidated balance sheets and are amortized against real estate revenue over the remaining non-cancelable lease term of the acquired leases with each property. The amounts related to below market leases are included in identified intangible liabilities, net in our accompanying condensed consolidated balance sheets and are amortized to real estate revenue over the remaining non-cancelable lease term plus any below market renewal options of the acquired leases with each property. | |
The value of in-place lease costs and the value of tenant relationships, if any, is based on management's evaluation of the specific characteristics of the tenant's lease and our overall relationship with the tenants. Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors. The amounts related to in-place lease costs are included in identified intangible assets, net in our accompanying condensed consolidated balance sheets and are amortized to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases with each property. The amounts related to the value of tenant relationships, if any, would be included in identified intangible assets, net in our accompanying condensed consolidated balance sheets and would be amortized to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases plus the market renewal lease term. The value of a master lease, in which a previous owner or a tenant is relieved of specific rental obligations as additional space is leased, is determined by discounting the expected real estate revenue associated with the master lease space over the assumed lease-up period. | |
The value of above or below market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage at the time of assumption. The value of above or below market debt is included in mortgage loans payable, net in our accompanying condensed consolidated balance sheets and is amortized against or to interest expense, as applicable, over the remaining term of the assumed mortgage. | |
The value of derivative financial instruments is determined in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC Topic 820, and is included in derivative financial instruments in our accompanying condensed consolidated balance sheets. See Note 12, Fair Value Measurements, for a further discussion. | |
The values of contingent consideration assets and liabilities are analyzed at the time of acquisition. For contingent purchase options, the fair market value of the acquired asset is compared to the specified option price at the exercise date. If the option price is below market, it is assumed to be exercised and the difference between the fair market value and the option price is discounted to the present value at the time of acquisition. | |
The fair values are subject to change based on information received within one year of the purchase related to one or more events identified at the time of purchase which confirm the value of an asset or liability received in an acquisition of property. | |
Fair Value Measurements | |
We follow ASC Topic 820 to account for the fair value of certain assets and liabilities. ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. | |
ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). | |
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. 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. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. | |
See Note 12, Fair Value Measurements, for a further discussion. | |
Real Estate and Escrow Deposits | |
Real estate and escrow deposits include funds held by escrow agents and others to be applied towards the purchase of real estate. | |
Other Assets | |
Other assets consist of deferred financing costs, prepaid expenses and deposits and deferred rent receivables. Deferred financing costs include amounts paid to lenders and others to obtain financing. Such costs are amortized using the straight-line method over the term of the related loan, which approximates the effective interest rate method. Amortization of deferred financing costs is included in interest expense in our accompanying condensed consolidated statements of operations. | |
See Note 5, Other Assets, Net, for a further discussion. | |
Contingent Consideration | |
As of September 30, 2014, included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets was $1,393,000 of contingent consideration obligations in connection with the acquisitions of DeKalb Professional Center and Acworth Medical Complex. Such amounts are due upon certain criteria being met within specified time frames. We did not have any contingent consideration obligations as of December 31, 2013. See Note 12, Fair Value Measurements — Assets and Liabilities Reported at Fair Value — Contingent Consideration, for a further discussion. | |
Stock Compensation | |
We follow ASC Topic 718, Compensation – Stock Compensation, or ASC Topic 718, to account for our stock compensation pursuant to the 2013 Incentive Plan, or our incentive plan. See Note 10, Equity — 2013 Incentive Plan, for a further discussion of grants under our incentive plan. | |
Income Taxes | |
We have not yet elected to be taxed as a REIT under the Code. We intend to make an election to be taxed as a REIT, under Sections 856 through 860 of the Code, and we intend to be taxed as such beginning with our taxable year ending December 31, 2014. To qualify or to maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90.0% of our annual ordinary taxable income, excluding net capital gains, to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. | |
If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse affect on our net income and net cash available for distribution to stockholders. | |
We follow ASC Topic 740, Income Taxes, to recognize, measure, present and disclose in our accompanying condensed consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return. As of September 30, 2014 and December 31, 2013, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements. | |
Segment Disclosure | |
ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. As of September 30, 2014, we operated through two reportable business segments —medical office buildings and senior housing. Prior to September 2014, we operated through one reportable business segment; however, with the addition of our first senior housing facility in September 2014, we segregated our operations into two reporting segments to assess the performance of our business in the same way that management intends to review our performance and make operating decisions. | |
See Note 14, Segment Reporting, for a further discussion. | |
Recently Issued Accounting Pronouncements | |
In April 2014, the FASB issued Accounting Standards Update, or ASU, 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08, which amends the definition of a discontinued operation to raise the threshold for disposals to qualify as discontinued operations and requires additional disclosures about disposal transactions. Under ASU 2014-08, 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 either (i) has been disposed of or (ii) is classified as held for sale. In addition, ASU 2014-08 requires additional disclosures about both (i) a disposal transaction that meets the definition of a discontinued operation and (ii) an individually significant component of an entity that is disposed of or held for sale that does not qualify for discontinued operations presentation in the financial statements. We anticipate that the majority of our future property dispositions will not be classified as discontinued operations. ASU 2014-08 is effective prospectively for interim and annual reporting periods beginning after December 15, 2014 with early adoption permitted. We early adopted ASU 2014-08 on January 1, 2014, which did not have an impact on our consolidated financial statements. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, or ASU 2014-09, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 supersedes most existing revenue recognition guidance, including industry-specific revenue recognition guidance, and is effective for public entities for interim and annual reporting periods beginning after December 15, 2016. Further, the application of ASU 2014-09 permits the use of either the full retrospective or cumulative effect transition approach. Early application is not permitted. We have not yet selected a transition method nor have we determined the impact the adoption of ASU 2014-09 on January 1, 2017 will have on our consolidated financial statements, if any. |
Real_Estate_Investments_Net
Real Estate Investments, Net | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Real Estate [Abstract] | ' | ||||||||||||||
Real Estate Investments, Net | ' | ||||||||||||||
3. Real Estate Investments, Net | |||||||||||||||
Our real estate investments, net consisted of the following as of September 30, 2014 and December 31, 2013: | |||||||||||||||
September 30, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
Building and improvements | $ | 34,150,000 | $ | — | |||||||||||
Land | 3,956,000 | — | |||||||||||||
38,106,000 | — | ||||||||||||||
Less: accumulated depreciation | (185,000 | ) | — | ||||||||||||
$ | 37,921,000 | $ | — | ||||||||||||
Depreciation expense for the three and nine months ended September 30, 2014 was $174,000 and $185,000, respectively. We did not incur any depreciation expense for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. In addition to the acquisitions discussed below, for the three and nine months ended September 30, 2014, we had capital expenditures of $22,000 on our medical office buildings. We did not have any capital expenditures on our senior housing facilities. | |||||||||||||||
We reimburse our advisor or its affiliates for acquisition expenses related to selecting, evaluating and acquiring assets. The reimbursement of acquisition expenses, acquisition fees and real estate commissions and other fees paid to unaffiliated parties will not exceed, in the aggregate, 6.0% of the contract purchase price or total development costs, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors. For the three and nine months ended September 30, 2014, such fees and expenses did not exceed 6.0% of the contract purchase price of our acquisitions. We did not incur such fees and expenses for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||||||||||
Acquisitions in 2014 | |||||||||||||||
For the nine months ended September 30, 2014, we completed six property acquisitions comprising nine buildings from unaffiliated parties. The aggregate contract purchase price of these properties was $41,025,000 and we incurred $923,000 to our advisor and its affiliates in acquisition fees in connection with these property acquisitions. The following is a summary of our property acquisitions for the nine months ended September 30, 2014: | |||||||||||||||
Acquisition(1) | Location | Type | Date Acquired | Contract | Acquisition Fee(2) | ||||||||||
Purchase Price | |||||||||||||||
DeKalb Professional Center | Lithonia, GA | Medical Office | 6/6/14 | $ | 2,830,000 | $ | 64,000 | ||||||||
Country Club MOB | Stockbridge, GA | Medical Office | 6/26/14 | 2,775,000 | 62,000 | ||||||||||
Acworth Medical Complex | Acworth, GA | Medical Office | 7/2/14 | 6,525,000 | 147,000 | ||||||||||
Wichita KS MOB | Wichita, KS | Medical Office | 9/4/14 | 8,800,000 | 198,000 | ||||||||||
Delta Valley ALF Portfolio | Batesville and Cleveland, MS | Senior Housing | 9/11/14 | 13,345,000 | 300,000 | ||||||||||
Lee's Summit MO MOB | Lee's Summit, MO | Medical Office | 9/18/14 | 6,750,000 | 152,000 | ||||||||||
Total | $ | 41,025,000 | $ | 923,000 | |||||||||||
___________ | |||||||||||||||
-1 | We own 100% of our properties acquired in 2014. | ||||||||||||||
-2 | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. |
Identified_Intangible_Assets_N
Identified Intangible Assets, Net | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Finite-Lived Intangible Assets, Net [Abstract] | ' | |||||||
Identified Intangible Assets, Net | ' | |||||||
4. Identified Intangible Assets, Net | ||||||||
Identified intangible assets, net consisted of the following as of September 30, 2014 and December 31, 2013: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
In-place leases, net of accumulated amortization of $83,000 as of September 30, 2014 (with a weighted average remaining life of 10.4 years as of September 30, 2014) | $ | 2,912,000 | $ | — | ||||
Above market leases, net of accumulated amortization of $24,000 as of September 30, 2014 (with a weighted average remaining life of 9.9 years as of September 30, 2014) | 1,401,000 | — | ||||||
$ | 4,313,000 | $ | — | |||||
Amortization expense for the three and nine months ended September 30, 2014 was $105,000 and $107,000, respectively, which included $24,000 of amortization recorded against real estate revenue for above market leases in our accompanying condensed consolidated statements of operations. We did not incur any amortization expense on identified intangible assets for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | ||||||||
The aggregate weighted average remaining life of the identified intangible assets was 10.2 years as of September 30, 2014. As of September 30, 2014, estimated amortization expense on the identified intangible assets for the three months ending December 31, 2014 and for each of the next four years ending December 31 and thereafter was as follows: | ||||||||
Year | Amount | |||||||
2014 | $ | 190,000 | ||||||
2015 | 593,000 | |||||||
2016 | 565,000 | |||||||
2017 | 476,000 | |||||||
2018 | 413,000 | |||||||
Thereafter | 2,076,000 | |||||||
$ | 4,313,000 | |||||||
Other_Assets_Net
Other Assets, Net | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Other Assets [Abstract] | ' | |||||||
Other Assets, Net | ' | |||||||
5. Other Assets, Net | ||||||||
Other assets, net consisted of the following as of September 30, 2014 and December 31, 2013: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Deferred financing costs, net of accumulated amortization of $21,000 as of September 30, 2014 | $ | 715,000 | $ | — | ||||
Prepaid expenses and deposits | 139,000 | — | ||||||
Deferred rent receivables | 72,000 | — | ||||||
$ | 926,000 | $ | — | |||||
Amortization expense on deferred financing costs for the three and nine months ended September 30, 2014 was $21,000. Amortization expense on deferred financing costs is recorded to interest expense in our accompanying condensed consolidated statements of operations. We did not incur any amortization expense on deferred financing costs for the three and nine months ended September 30, 2013. | ||||||||
As of September 30, 2014, estimated amortization expense on deferred financing costs for the three months ending December 31, 2014 and for each of the next four years ending December 31 and thereafter was as follows: | ||||||||
Year | Amount | |||||||
2014 | $ | 61,000 | ||||||
2015 | 245,000 | |||||||
2016 | 245,000 | |||||||
2017 | 164,000 | |||||||
2018 | — | |||||||
Thereafter | — | |||||||
$ | 715,000 | |||||||
Identified_Intangible_Liabilit
Identified Intangible Liabilities, Net | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Identified Intangible Liabilities [Abstract] | ' | ||||
Identified Intangible Liabilities, Net | ' | ||||
6. Identified Intangible Liabilities, Net | |||||
As of September 30, 2014, identified intangible liabilities consisted of below market leases of $240,000, net of accumulated amortization of $9,000. We did not have any identified intangible liabilities as of December 31, 2013. Amortization expense on below market leases for the three and nine months ended September 30, 2014 was $8,000 and $9,000, respectively. We did not incur any amortization expense on below market leases for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. Amortization expense on below market leases is recorded to real estate revenue in our accompanying condensed consolidated statements of operations. | |||||
The weighted average remaining life of below market leases was 7.5 years as of September 30, 2014. As of September 30, 2014, estimated amortization expense on below market leases for the three months ending December 31, 2014 and for each of the next four years ending December 31 and thereafter was as follows: | |||||
Year | Amount | ||||
2014 | $ | 9,000 | |||
2015 | 35,000 | ||||
2016 | 35,000 | ||||
2017 | 34,000 | ||||
2018 | 28,000 | ||||
Thereafter | 99,000 | ||||
$ | 240,000 | ||||
Line_of_Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2014 | |
Line of Credit Facility [Abstract] | ' |
Lines Of Credit | ' |
7. Line of Credit | |
On August 18, 2014, we, through Griffin-American Healthcare REIT III Holdings, LP, our operating partnership, and certain of our subsidiaries, or the subsidiary guarantors, entered into a credit agreement, or the Credit Agreement, with Bank of America, N.A., or Bank of America, as lender, administrative agent, swing line lender and issuer of letters of credit; Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBanc Capital Markets as joint lead arrangers and joint bookrunners; and KeyBank, National Association, or KeyBank, as lender and syndication agent, to obtain a revolving line of credit with an aggregate maximum principal amount of $60,000,000, or our line of credit. | |
On August 18, 2014, we also entered into separate revolving notes, or the Revolving Notes, with each of Bank of America and KeyBank, whereby we promised to pay the principal amount of each revolving loan and accrued interest to the respective lender or its registered assigns, in accordance with the terms and conditions of the Credit Agreement. The proceeds of loans made under our line of credit may be used for working capital, capital expenditures and other general corporate purposes (including, without limitation, property acquisitions and repayment of debt). Our operating partnership may obtain up to $20,000,000 in the form of standby letters of credit and up to the greater of $25,000,000 or 10.0% of the maximum principal amount in the form of swingline loans. Our line of credit matures on August 18, 2017, and may be extended for two one-year periods subject to satisfaction of certain conditions, including payment of an extension fee. | |
The maximum principal amount of the Credit Agreement may be increased up to a total principal amount of $350,000,000, subject to (a) the terms of the Credit Agreement and (b) such additional financing being offered and provided by existing lenders or new lenders under the Credit Agreement. | |
At our option, loans under the Credit Agreement bear interest at per annum rates equal to (a) (i) the Eurodollar Rate plus (ii) a margin ranging from 1.95% to 2.45% based on our consolidated leverage ratio, or (b) (i) the greater of: (x) the prime rate publicly announced by Bank of America, (y) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% and (z) the one-month Eurodollar Rate (as defined in the Credit Agreement) plus 1.00%, plus (ii) a margin ranging from 0.75% to 1.25% based on our consolidated leverage ratio. Accrued interest under the Credit Agreement is payable monthly. | |
We are required to pay a fee on the unused portion of the lenders’ commitments under the Credit Agreement at a per annum rate equal to 0.20% if the average daily used amount is greater than 50.0% of the commitments and 0.25% if the average daily used amount is less than or equal to 50.0% of the commitments. | |
The Credit Agreement contains various affirmative and negative covenants that are customary for credit facilities and transactions of this type, including limitations on the incurrence of debt by our operating partnership and its subsidiaries and limitations on secured recourse indebtedness. The Credit Agreement imposes the following financial covenants, which are specifically defined in the Credit Agreement: (a) a maximum consolidated leverage ratio; (b) a maximum consolidated secured leverage ratio; (c) a minimum consolidated tangible net worth covenant; (d) a minimum consolidated fixed charge coverage ratio; (e) a minimum unencumbered indebtedness yield; (f) a maximum consolidated unencumbered leverage ratio; (g) a minimum consolidated unencumbered interest coverage ratio; (h) limitations on secured recourse indebtedness; and (i) limitations on consolidated unsecured indebtedness. As of September 30, 2014, we were in compliance with all such covenants and requirements. | |
The Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the Credit Agreement. In the event of default, the lenders have the right to terminate their obligations under the Credit Agreement, including the funding of future loans, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon. Additionally, in connection with the Credit Agreement, we are required to enter into pledge agreements, pursuant to which we pledge the capital stock of our subsidiaries which own the real property to be included in the Unencumbered Property Pool, as such term is defined in the Credit Agreement. The pledged collateral will be released upon achieving a consolidated total asset value of at least $750,000,000. | |
Our aggregate borrowing capacity under our line of credit was $60,000,000 as of September 30, 2014. There were no borrowings outstanding and $60,000,000 remained available under our line of credit. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
8. Commitments and Contingencies | |
Litigation | |
We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows. | |
Environmental Matters | |
We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency. | |
Other Organizational and Offering Expenses | |
Our other organizational and offering expenses in connection with our offering (other than selling commissions and the dealer manager fee which generally represent 7.0% and 3.0%, respectively, of our gross offering proceeds) are being paid by our advisor or its affiliates on our behalf. These other organizational and offering expenses include all expenses to be paid by us in connection with our offering. As of December 31, 2013, our advisor and its affiliates had incurred expenses of $1,077,000 on our behalf, which expenses were not recorded in our condensed consolidated balance sheets because such costs did not become our liability until we reached the minimum offering on May 12, 2014, and then only to the extent that other organizational and offering expenses did not exceed 2.0% of the gross offering proceeds from our offering. As of September 30, 2014, our advisor and its affiliates had not incurred expenses on our behalf in excess of 2.0% of the gross offering proceeds from our offering. When recorded by us, other organizational expenses will be expensed as incurred, as applicable, and offering expenses are charged to stockholders' equity as such amounts are reimbursed to our advisor or its affiliates from the gross proceeds of our offering. See Note 11, Related Party Transactions — Offering Stage, for a further discussion of other organization and offering expenses. | |
Other | |
Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interest | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Redeemable Noncontrolling Interest [Line Items] | ' | ||||
Redeemable Noncontrolling Interest | ' | ||||
9. Redeemable Noncontrolling Interest | |||||
A noncontrolling interest that has redemption features outside of our control is accounted for as redeemable noncontrolling interest and is presented in the mezzanine section of our accompanying condensed consolidated balance sheets. See Note 11, Related Party Transactions — Liquidity Stage — Subordinated Participation Interest — Subordinated Distribution Upon Listing and Note 11, Related Party Transactions — Subordinated Distribution Upon Termination, for a further discussion of the redemption features of the limited partnership units. | |||||
We record the carrying amount of redeemable noncontrolling interest at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of net income or loss and distributions or (ii) the redemption value. | |||||
As of September 30, 2014, we owned greater than a 99.99% general partnership interest in our operating partnership and our advisor owned less than a 0.01% limited partnership interest in our operating partnership. See Note 10, Equity — Noncontrolling Interest of Limited Partner in Operating Partnership, for a further discussion. | |||||
The changes in the carrying amount of redeemable noncontrolling interest consisted of the following for the nine months ended September 30, 2014: | |||||
Amount | |||||
Balance — December 31, 2013 | $ | — | |||
Reclassification from equity | 2,000 | ||||
Net loss (income) attributable to redeemable noncontrolling interest | — | ||||
Balance — September 30, 2014 | $ | 2,000 | |||
Equity
Equity | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Equity [Abstract] | ' | ||||||
Equity | ' | ||||||
10. Equity | |||||||
Preferred Stock | |||||||
Our charter authorizes us to issue 200,000,000 shares of our preferred stock, par value $0.01 per share. As of September 30, 2014 and December 31, 2013, no shares of preferred stock were issued and outstanding. | |||||||
Common Stock | |||||||
Our charter authorizes us to issue 1,000,000,000 shares of our common stock. We are offering and selling to the public up to $1,900,000,000 of shares of our common stock, par value $0.01 per share, consisting of up to $1,750,000,000 of shares of our common stock for $10.00 per share in our primary offering and up to $150,000,000 of shares of our common stock for $9.50 per share pursuant to the DRIP. | |||||||
On January 15, 2013, our advisor acquired 22,222 shares of our common stock for total cash consideration of $200,000 and was admitted as our initial stockholder. We used the proceeds from the sale of shares of our common stock to our advisor to make an initial capital contribution to our operating partnership. On May 14, 2014, we granted 10,000 shares of our restricted common stock to our independent directors. Through September 30, 2014, we had issued 20,952,360 shares of our common stock in connection with our offering and 63,641 shares of our common stock pursuant to the DRIP. As of September 30, 2014 and December 31, 2013, we had 21,048,223 and 22,222 shares of our common stock issued and outstanding, respectively. | |||||||
As of September 30, 2014, we had a receivable of $2,283,000 for offering proceeds, net of selling commissions and dealer manager fees, from our transfer agent, which was received on October 1, 2014. | |||||||
Offering Costs | |||||||
Selling Commissions | |||||||
Our dealer manager receives selling commissions of up to 7.0% of the gross offering proceeds from the sale of shares of our common stock in our offering other than shares of our common stock sold pursuant to the DRIP. Our dealer manager may re-allow all or a portion of these fees to participating broker-dealers. For the three and nine months ended September 30, 2014, we incurred $11,139,000 and $14,156,000 in selling commissions to our dealer manager, respectively, which are charged to stockholders' equity as such amounts are reimbursed to our dealer manager from the gross proceeds of our offering. Our dealer manager did not receive any selling commissions for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||
Dealer Manager Fee | |||||||
Our dealer manager receives a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of shares of our common stock in our offering other than shares of our common stock sold pursuant to the DRIP. For the three and nine months ended September 30, 2014, we incurred $4,913,000 and $6,252,000 in dealer manager fees to our dealer manager, respectively, which are charged to stockholders' equity as such amounts are reimbursed to our dealer manager or its affiliates from the gross proceeds of our offering. Our dealer manager did not receive any dealer manager fees for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||
Noncontrolling Interest of Limited Partner in Operating Partnership | |||||||
On January 15, 2013, our advisor made an initial capital contribution of $2,000 to our operating partnership in exchange for 222 limited partnership units. Upon the effectiveness of the Advisory Agreement on February 26, 2014, Griffin-American Advisor became our advisor. As our advisor, Griffin-American Advisor is entitled to special redemption rights of its limited partnership units. Therefore, on February 26, 2014, such limited partnership units no longer meet the criteria for classification within the equity section of our accompanying condensed consolidated balance sheets and as such were reclassified to the mezzanine section of our accompanying condensed consolidated balance sheets. See Note 9, Redeemable Noncontrolling Interest, for a further discussion. | |||||||
Distribution Reinvestment Plan | |||||||
We adopted the DRIP that allows stockholders to purchase additional shares of our common stock through the reinvestment of distributions at an offering price equal to 95.0% of the primary offering price of our offering, subject to certain conditions. We have registered and reserved $150,000,000 in shares of our common stock for sale pursuant to the DRIP in our offering at an offering price of $9.50 per share. | |||||||
For the three and nine months ended September 30, 2014, $593,000 and $604,000, respectively, in distributions were reinvested and 62,511 and 63,641 shares of our common stock, respectively, were issued pursuant to the DRIP. No reinvestment of distributions were made for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. As of September 30, 2014 and December 31, 2013, a total of $604,000 and $0, respectively, in distributions were reinvested and 63,641 and 0 shares of our common stock, respectively, were issued pursuant to the DRIP. | |||||||
Share Repurchase Plan | |||||||
Our board of directors has approved a share repurchase plan. Our share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases will be made at the sole discretion of our board of directors. Subject to the availability of the funds for share repurchases, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0% of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided, however, that shares subject to a repurchase requested upon the death of a stockholder will not be subject to this cap. Funds for the repurchase of shares of our common stock will come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to the DRIP. | |||||||
All repurchases will be subject to a one-year holding period, except for repurchases made in connection with a stockholder’s death or “qualifying disability,” as defined in our share repurchase plan. Further, all share repurchases will be repurchased following a one-year holding period at 92.5% to 100% of each stockholder's purchase amount depending on the period of time their shares have been held. At any time we are engaged in an offering of shares of our common stock, the repurchase amount for shares repurchased under our share repurchase plan will always be equal to or lower than the applicable per share offering price. However, if shares of our common stock are repurchased in connection with a stockholder's death or qualifying disability, the repurchase price will be no less than 100% of the price paid to acquire the shares of our common stock from us. Furthermore, our share repurchase plan provides that if there is insufficient funds to honor all repurchase requests, pending requests will be honored among all requests for repurchase in any given repurchase period, as follows: first, pro rata as to repurchases sought upon a stockholder's death; next, pro rata as to repurchases sought by stockholders with a qualifying disability; and, finally, pro rata as to other repurchase requests. No share repurchases were requested or made for the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||
2013 Incentive Plan | |||||||
We adopted our incentive plan, pursuant to which our board of directors or a committee of our independent directors may make grants of options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, employees and consultants. The maximum number of shares of our common stock that may be issued pursuant to our incentive plan is 2,000,000 shares. | |||||||
Upon the election of our two independent directors to our board of directors on February 25, 2014, or the service inception date, the independent directors each became entitled to 5,000 shares of our restricted common stock, as defined in our incentive plan, upon the initial release from escrow of the minimum offering. Having raised the minimum offering and upon the initial release from escrow on May 14, 2014, or the grant date, we granted an aggregate of 10,000 shares of our restricted common stock, as defined in our incentive plan, to our independent directors in connection with their initial election to our board of directors, of which 20.0% vested on the grant date and 20.0% will vest on each of the first four anniversaries of the grant date. Shares of our restricted common stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. Such restrictions expire upon vesting. Shares of our restricted common stock have full voting rights and rights to distributions. | |||||||
From the service inception date to the grant date, we recognized compensation expense related to the shares of our restricted common stock based on the reporting date fair value, which was estimated at $10.00 per share, the price paid to acquire a share of common stock in our offering. Beginning on the grant date, compensation cost related to the shares of our restricted common stock is measured based on the grant date fair value, which we estimated at $10.00 per share, the price paid to acquire a share of common stock in our offering. Stock compensation expense is recognized from the service inception date to the vesting date for each vesting tranche (i.e., on a tranche by tranche basis) using the accelerated attribution method. ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the three and nine months ended September 30, 2014, we did not assume any forfeitures. For the three and nine months ended September 30, 2014, we recognized compensation expense of $9,000 and $42,000, respectively, which is included in general and administrative in our accompanying condensed consolidated statements of operations. We did not incur compensation expense for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||
As of September 30, 2014 and December 31, 2013, there was $58,000 and $0, respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to nonvested shares of our restricted common stock. This expense is expected to be recognized over a remaining weighted average period of 2.12 years. | |||||||
As of September 30, 2014 and December 31, 2013, the weighted average grant date fair value of the nonvested shares of our restricted common stock was $80,000 and $0, respectively. A summary of the status of the nonvested shares of our restricted common stock as of September 30, 2014 and December 31, 2013 and the changes for the nine months ended September 30, 2014, is presented below: | |||||||
Number of Nonvested | Weighted | ||||||
Shares of our | Average Grant | ||||||
Restricted Common Stock | Date Fair Value | ||||||
Balance — December 31, 2013 | — | $ | — | ||||
Granted | 10,000 | $ | 10 | ||||
Vested | (2,000 | ) | $ | 10 | |||
Forfeited | — | $ | — | ||||
Balance — September 30, 2014 | 8,000 | $ | 10 | ||||
Expected to vest — September 30, 2014 | 8,000 | $ | 10 | ||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||
Related Party Transactions | ' | ||||||||||||||||
11. Related Party Transactions | |||||||||||||||||
Fees and Expenses Paid to Affiliates | |||||||||||||||||
All of our executive officers and our non-independent director are also executive officers and employees and/or holders of a direct or indirect interest in our advisor, one of our co-sponsors or other affiliated entities. We are affiliated with our advisor and American Healthcare Investors; however, we are not affiliated with Griffin Capital or Griffin Securities. We entered into the Advisory Agreement, which entitles our advisor and its affiliates to specified compensation for certain services, as well as reimbursement of certain expenses. In the aggregate, for the three and nine months ended September 30, 2014, we incurred $2,052,000 and $3,272,000, respectively, in fees and expenses to our affiliates as detailed below. We did not incur fees and expenses to our affiliates for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||||||||||||
Offering Stage | |||||||||||||||||
Other Organizational and Offering Expenses | |||||||||||||||||
Our other organizational and offering expenses are paid by our advisor or its affiliates on our behalf. Our advisor or its affiliates are reimbursed for actual expenses incurred up to 2.0% of the gross offering proceeds from the sale of shares of our common stock in our offering other than shares of our common stock sold pursuant to the DRIP. For the three and nine months ended September 30, 2014, we incurred $1,248,000 and $2,159,000, respectively, in other organizational and offering expenses to our advisor. Other organizational expenses will be expensed as incurred and offering expenses are charged to stockholders' equity as such amounts are reimbursed to our advisor or its affiliates from the gross proceeds of our offering. We did not incur other organizational and offering expenses to our advisor for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||||||||||||
Acquisition and Development Stage | |||||||||||||||||
Acquisition Fee | |||||||||||||||||
Our advisor or its affiliates receive an acquisition fee of up to 2.25% of the contract purchase price, including any contingent or earn-out payments that may be paid, for each property we acquire or 2.0% of the origination or acquisition price, including any contingent or earn-out payments that may be paid, for any real estate-related investment we originate or acquire. The acquisition fee for property acquisitions is paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at the established offering price as of the date of closing, net of selling commissions and dealer manager fees, which is currently $9.00 per share. Notwithstanding the foregoing, if we are no longer in our offering stage, the 2.25% acquisition fee for property acquisitions shall be paid in cash. Our advisor or its affiliates are entitled to receive these acquisition fees for properties and real estate-related investments we acquire with funds raised in our offering including acquisitions completed after the termination of the Advisory Agreement, or funded with net proceeds from the sale of a property or real estate-related investment, subject to certain conditions. | |||||||||||||||||
Acquisition fees in connection with the acquisition of properties are expensed as incurred in accordance with ASC Topic 805, and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. Acquisition fees in connection with the acquisition of real estate-related investments are capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. | |||||||||||||||||
For the three and nine months ended September 30, 2014, we incurred $797,000 and $923,000, respectively, in acquisition fees to our advisor or its affiliates, which included 9,839 and 11,396 shares of our common stock issued for the three and nine months ended September 30, 2014, respectively. We did not incur any acquisition fees to our advisor or its affiliates for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||||||||||||
Development Fee | |||||||||||||||||
In the event our advisor or its affiliates provide development-related services, our advisor or its affiliates receive a development fee in an amount that is usual and customary for comparable services rendered for similar projects in the geographic market where the services are provided; however, we will not pay a development fee to our advisor or its affiliates if our advisor or its affiliates elect to receive an acquisition fee based on the cost of such development. | |||||||||||||||||
For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, we did not incur any development fees to our advisor or its affiliates. | |||||||||||||||||
Reimbursement of Acquisition Expenses | |||||||||||||||||
Our advisor or its affiliates are reimbursed for acquisition expenses related to selecting, evaluating and acquiring assets, which are reimbursed regardless of whether an asset is acquired. The reimbursement of acquisition expenses, acquisition fees and real estate commissions paid to unaffiliated parties will not exceed, in the aggregate, 6.0% of the contract purchase price or total development costs, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction. For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, such fees and expenses did not exceed 6.0% of the contract purchase price of our acquisitions. | |||||||||||||||||
Reimbursements of acquisition expenses are expensed as incurred in accordance with ASC Topic 805 and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. Reimbursements of acquisition expenses in connection with the acquisition of real estate-related investments are capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. | |||||||||||||||||
For the three and nine months ended September 30, 2014, we incurred $0 and $3,000, respectively, in acquisition expenses to our advisor or its affiliates. We did not incur any acquisition expenses to our advisor or its affiliates for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||||||||||||
Operational Stage | |||||||||||||||||
Asset Management Fee | |||||||||||||||||
Our advisor or its affiliates are paid a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.75% of average invested assets, subject to our stockholders receiving distributions in an amount equal to 5.0% per annum, cumulative, non-compounded, of invested capital. For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate properties and real estate-related investments, before deducting depreciation, amortization, bad debt and other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation; and average invested capital means, for a specified period, the aggregate issue price of shares of our common stock purchased by our stockholders, reduced by distributions of net sales proceeds by us to our stockholders and by any amounts paid by us to repurchase shares of our common stock pursuant to our share repurchase plan. | |||||||||||||||||
We did not incur any asset management fees for the three and nine months ended September 30, 2014 as a result of our advisor waiving $29,000 and $31,000, respectively, in asset management fees. Our advisor agreed to waive a combination of certain acquisition fees and/or asset management fees, or collectively, the Advisory Fees, that may otherwise be due to our advisor pursuant to our Advisory Agreement, in order to provide us with additional funds to pay distributions to our stockholders prior to our first property acquisition. As such, the asset management fees of $31,000 that would have been incurred through September 2014 were waived by our advisor and an additional $6,000 in acquisition fees and/or asset management fees will be waived in subsequent months. Our advisor will not receive any additional securities, shares of our stock, or any other form of consideration or any repayment as a result of the waiver of such asset management fees. We did not incur any asset management fees to our advisor or its affiliates for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. | |||||||||||||||||
When incurred by us, asset management fees will be included in general and administrative in our accompanying condensed consolidated statements of operations. | |||||||||||||||||
Property Management Fee | |||||||||||||||||
Our advisor or its affiliates may directly serve as property manager of our properties or may sub-contract its property management duties to any third-party and provide oversight of such third party property manager. Our advisor or its affiliates are paid a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows: (i) a 1.0% property management oversight fee for any stand-alone, single-tenant net leased property, (ii) a 1.5% property management oversight fee for any property that is not a stand-alone, single-tenant net leased property and for which our advisor or its affiliates will provide oversight of a third party that performs the duties of a property manager with respect to such property, or (iii) a fair and reasonable property management fee that is approved by a majority of our directors, including a majority of our independent directors, that is not less favorable to us than terms available from unaffiliated third parties for any property that is not a stand-alone, single-tenant net leased property and for which our advisor or its affiliates will directly serve as the property manager without sub-contracting such duties to a third party. | |||||||||||||||||
For the three and nine months ended September 30, 2014, we incurred $7,000 in property management fees to our advisor or its affiliates. For the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013 we did not incur any property management fees to our advisor or its affiliates. Property management fees are included in rental expenses in our accompanying condensed consolidated statements of operations. | |||||||||||||||||
Lease Fees | |||||||||||||||||
We pay our advisor or its affiliates a separate fee for any leasing activities in an amount not to exceed the fee customarily charged in arm's-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Such fee is generally expected to range from 3.0% to 6.0% of the gross revenues generated during the initial term of the lease. | |||||||||||||||||
For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, we did not incur any lease fees to our advisor or its affiliates. When incurred by us, lease fees will be capitalized as lease commissions and included in other assets, net in our accompanying condensed consolidated balance sheets. | |||||||||||||||||
Construction Management Fee | |||||||||||||||||
In the event that our advisor or its affiliates assist with planning and coordinating the construction of any capital or tenant improvements, our advisor or its affiliates are paid a construction management fee of up to 5.0% of the cost of such improvements. For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, we did not incur any construction management fees to our advisor or its affiliates. | |||||||||||||||||
Construction management fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets or will be expensed and included in our accompanying condensed consolidated statements of operations, as applicable. | |||||||||||||||||
Operating Expenses | |||||||||||||||||
We reimburse our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations. However, we cannot reimburse our advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of: (i) 2.0% of our average invested assets, as defined in the Advisory Agreement, or (ii) 25.0% of our net income, as defined in the Advisory Agreement, unless our independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient. | |||||||||||||||||
From the commencement of our offering through September 30, 2014, our operating expenses exceeded this limitation by $271,000. Our operating expenses as a percentage of average invested assets and as a percentage of net income were 5.5% and (22.8)%, respectively, from the commencement of our offering through September 30, 2014. We raised the minimum offering and had funds held in escrow released to us to commence real estate operations in May 2014. We purchased our first property in June 2014. At this early stage of our operations, our general and administrative expenses are relatively high compared with our net income and our average invested assets. Our board of directors determined that the relationship of our general and administrative expenses to our net income and our average invested assets was justified from the commencement of our offering through September 30, 2014 given the unusual costs of operating a public company in the early stage of operations. | |||||||||||||||||
For the three and nine months ended September 30, 2014, our advisor or its affiliates incurred operating expenses on our behalf of $0 and $180,000, respectively. Our advisor or its affiliates did not incur any operating expenses on our behalf for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. Operating expenses are generally included in general and administrative in our accompanying condensed consolidated statements of operations. | |||||||||||||||||
Compensation for Additional Services | |||||||||||||||||
Our advisor and its affiliates are paid for services performed for us other than those required to be rendered by our advisor or its affiliates under the Advisory Agreement. The rate of compensation for these services has to be approved by a majority of our board of directors, including a majority of our independent directors, and cannot exceed an amount that would be paid to unaffiliated parties for similar services. For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, our advisor and its affiliates were not compensated for any additional services. | |||||||||||||||||
Liquidity Stage | |||||||||||||||||
Disposition Fees | |||||||||||||||||
For services relating to the sale of one or more properties, our advisor or its affiliates are paid a disposition fee up to the lesser of 2.0% of the contract sales price or 50.0% of a customary competitive real estate commission given the circumstances surrounding the sale, in each case as determined by our board of directors, including a majority of our independent directors, upon the provision of a substantial amount of the services in the sales effort. The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated parties, will not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, we did not incur any disposition fees to our advisor or its affiliates. | |||||||||||||||||
Subordinated Participation Interest | |||||||||||||||||
Subordinated Distribution of Net Sales Proceeds | |||||||||||||||||
In the event of liquidation, our advisor will be paid a subordinated distribution of net sales proceeds. The distribution will be equal to 15.0% of the remaining net proceeds from the sales of properties, after distributions to our stockholders, in the aggregate, of (i) a full return of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) plus (ii) an annual 7.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock, as adjusted for distributions of net sales proceeds. Actual amounts to be received depend on the sale prices of properties upon liquidation. For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, we did not incur any such distributions to our advisor. | |||||||||||||||||
Subordinated Distribution Upon Listing | |||||||||||||||||
Upon the listing of shares of our common stock on a national securities exchange, in redemption of our advisor's limited partnership units, our advisor will be paid a distribution equal to 15.0% of the amount by which (i) the market value of our outstanding common stock at listing plus distributions paid prior to listing exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the amount of cash that, if distributed to stockholders as of the date of listing, would have provided them an annual 7.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the date of listing. Actual amounts to be received depend upon the market value of our outstanding stock at the time of listing, among other factors. For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, we did not incur any such distributions to our advisor. | |||||||||||||||||
Subordinated Distribution Upon Termination | |||||||||||||||||
Pursuant to our Agreement of Limited Partnership, as amended, upon termination or non-renewal of the Advisory Agreement, our advisor will also be entitled to a subordinated distribution in redemption of its limited partnership units from our operating partnership equal to 15.0% of the amount, if any, by which (i) the appraised value of our assets on the termination date, less any indebtedness secured by such assets, plus total distributions paid through the termination date, exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the total amount of cash equal to an annual 7.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the termination date. In addition, our advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing or other liquidity event, including a liquidation, sale of substantially all of our assets or merger in which our stockholders receive in exchange for their shares of our common stock, shares of a company that are traded on a national securities exchange. | |||||||||||||||||
As of September 30, 2014, we had not recorded any charges to earnings related to the subordinated distribution upon termination. | |||||||||||||||||
Stock Purchase Plans | |||||||||||||||||
On March 5, 2014, our Chairman of the Board of Directors and Chief Executive Officer, Jeffrey T. Hanson, our President and Chief Operating Officer, Danny Prosky, and our Executive Vice President, General Counsel, Mathieu B. Streiff, each executed stock purchase plans, or the Stock Purchase Plans, whereby they each irrevocably agreed to invest 100% of their net after-tax base salary and cash bonus compensation earned as employees of American Healthcare Investors directly into our company by purchasing shares of our common stock. In addition, on March 5, 2014, our Chief Financial Officer, Shannon K S Johnson, our Senior Vice President of Acquisitions, Stefan K.L. Oh, our Secretary, Cora Lo, and our Vice President of Asset Management, Chris Rooney, each executed similar Stock Purchase Plans whereby they each irrevocably agreed to invest 15.0%, 15.0%, 10.0%, and 15.0%, respectively, of their net after-tax base salaries that were earned as employees of American Healthcare Investors directly into our company by purchasing shares of our common stock. | |||||||||||||||||
Purchases of shares of our common stock pursuant to the Stock Purchase Plans commenced after the initial release from escrow of the minimum offering amount, beginning with the officers' regularly scheduled payroll payment on May 20, 2014. The shares of common stock were purchased at a price of $9.00 per share, reflecting the purchase price of the shares in our offering, exclusive of selling commissions and the dealer manager fee. The Stock Purchase Plans each terminate on December 31, 2014 or earlier upon the occurrence of certain events, including an early termination of our offering. | |||||||||||||||||
For the three and nine months ended September 30, 2014, our officers invested the following amounts and we issued the following shares of our common stock pursuant to the applicable stock purchase plan: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
30-Sep-14 | 30-Sep-14 | ||||||||||||||||
Officer's Name | Title | Amount | Shares | Amount | Shares | ||||||||||||
Jeffrey T. Hanson | Chairman of the Board of Directors and Chief Executive Officer | $ | 22,000 | 2,446 | $ | 32,000 | 3,549 | ||||||||||
Danny Prosky | President and Chief Operating Officer | 31,000 | 3,435 | 45,000 | 5,032 | ||||||||||||
Mathieu B. Streiff | Executive Vice President, General Counsel | 28,000 | 3,084 | 41,000 | 4,505 | ||||||||||||
Shannon K S Johnson | Chief Financial Officer | 5,000 | 584 | 8,000 | 874 | ||||||||||||
Stefan K.L. Oh | Senior Vice President of Acquisitions | 5,000 | 632 | 8,000 | 922 | ||||||||||||
Cora Lo | Secretary | 5,000 | 533 | 5,000 | 533 | ||||||||||||
Chris Rooney | Vice President of Asset Management | 6,000 | 565 | 8,000 | 836 | ||||||||||||
$ | 102,000 | 11,279 | $ | 147,000 | 16,251 | ||||||||||||
Accounts Payable Due to Affiliates | |||||||||||||||||
As of September 30, 2014, the amounts due to our affiliates relate to offering costs of $205,000 and property management fees of $4,000. We did not have any amounts due to our affiliates as of December 31, 2013. | |||||||||||||||||
Asset Allocation Policy | |||||||||||||||||
On April 10, 2014, American Healthcare Investors, acting as managing member of our advisor and Griffin-American Healthcare REIT Sub-Advisor, LLC, or GA Healthcare REIT II Sub-Advisor, which has been delegated the advisory duties for Griffin-American Healthcare REIT II, Inc., or GA Healthcare REIT II, another publicly registered non-traded healthcare REIT co-sponsored by American Healthcare Investors, adopted an asset allocation policy that initially applied until June 30, 2014, to allocate property acquisitions among us and GA Healthcare REIT II. On June 23, 2014, the asset allocation policy was renewed for another 30 days and was subject to successive automatic 30 day renewals until terminated upon notice by American Healthcare Investors, our board of directors or the board of directors of GA Healthcare REIT II. Pursuant to the asset allocation policy, American Healthcare Investors would allocate potential investment opportunities to us and GA Healthcare REIT II based on the consideration of certain factors for each company such as investment objectives; the availability of cash and/or financing to acquire the investment; financial impact; strategic advantages; concentration and/or diversification; and income tax effects. | |||||||||||||||||
However, on August 5, 2014, GA Healthcare REIT II entered into an Agreement and Plan of Merger with Northstar Realty Finance Corp., or NorthStar. The consummation of the merger is subject to certain covenants and closing conditions. One of the covenants contained in the Agreement and Plan of Merger restricts the ability of GA Healthcare REIT II to make additional investments that are not approved by NorthStar or expressly authorized in the Agreement and Plan of Merger. Accordingly, American Healthcare Investors and the sub-advisor of GA Healthcare REIT II do not anticipate submitting additional material investment opportunities to GA Healthcare REIT II while the merger is pending. As a result, on September 30, 2014, American Healthcare Investors suspended the asset allocation policy until the earlier of the date the merger is consummated or the Agreement and Plan of Merger is terminated. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
12. Fair Value Measurements | ||||||||||||||||
Assets and Liabilities Reported at Fair Value | ||||||||||||||||
The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall. | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs | Unobservable | ||||||||||||||
Identical Assets | (Level 2) | Inputs | ||||||||||||||
and Liabilities | (Level 3) | |||||||||||||||
(Level 1) | ||||||||||||||||
Liabilities: | ||||||||||||||||
Contingent consideration obligations | $ | — | $ | — | $ | 1,393,000 | $ | 1,393,000 | ||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 1,393,000 | $ | 1,393,000 | ||||||||
There were no transfers into and out of fair value measurement levels during the nine months ended September 30, 2014. We did not have any assets and liabilities measured at fair value on a recurring basis as of December 31, 2013. | ||||||||||||||||
Contingent Consideration | ||||||||||||||||
Obligations | ||||||||||||||||
In connection with our acquisitions of DeKalb Professional Center and Acworth Medical Complex, we have accrued $1,393,000 as contingent consideration obligations as of September 30, 2014. With regards to DeKalb Professional Center, we have accrued $598,000 and such consideration will be paid within one year of the acquisition date based on the seller's leasing of up to 3,525 square feet of unoccupied space and achieving certain lease criteria. The payment of such consideration will occur at the later of a qualified tenant taking occupancy or the commencement of the rent under the new lease. There is no minimum or maximum required payment and we have assumed that the seller will lease all of the unoccupied square footage within the specified time frame. With regards to Acworth Medical Complex, we have accrued $795,000 and such consideration will be paid within 18 months of the acquisition date based on the seller's leasing of up to 6,767 square feet of unoccupied space and achieving certain lease criteria. The payment of such consideration will occur after a qualified tenant delivers an estoppel, has taken occupancy and has begun paying rent under the new lease. There is no minimum or maximum required payment and we have assumed that the seller will lease 4,891 square feet of the 6,767 unoccupied square feet within the specified time frame. | ||||||||||||||||
Unobservable Inputs and Reconciliation | ||||||||||||||||
The fair value of the contingent consideration is determined based on the facts and circumstances existing at each reporting date and the likelihood of the counterparty achieving the necessary conditions based on a probability weighted discounted cash flow analysis based, in part, on significant inputs which are not observable in the market. As a result, we have determined that our contingent consideration valuations are classified in Level 3 of the fair value hierarchy. Our contingent consideration obligations are included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets and any changes in their fair value subsequent to their acquisition date valuations are charged to earnings. Gains and losses recognized on the contingent consideration obligations are included in acquisition related expenses in our accompanying condensed consolidated statements of operations. | ||||||||||||||||
The following table shows quantitative information about unobservable inputs related to Level 3 fair value measurements used as of September 30, 2014 for the contingent consideration obligations: | ||||||||||||||||
Acquisition | Fair Value as of September 30, 2014 | Unobservable Inputs(1) | Range of Inputs/Inputs | |||||||||||||
DeKalb Professional Center(2) | $ | 598,000 | Percentage of Total Unoccupied Square Footage Leased Up | 100% | ||||||||||||
Rental Rate per Square Foot | $15.50 | |||||||||||||||
Tenant Improvement Allowance per Square Foot | $30.00 | |||||||||||||||
Acworth Medical Complex(2) | $ | 795,000 | Percentage of Total Unoccupied Square Footage Leased Up | 72.30% | ||||||||||||
Rental Rate per Square Foot | $16.00 | |||||||||||||||
Tenant Improvement Allowance per Square Foot | $30.00 | |||||||||||||||
___________ | ||||||||||||||||
-1 | The most significant input to the valuation is the percentage of total unoccupied square footage leased up and the rental rate per square foot. An increase (decrease) in the percentage of total unoccupied square feet leased up and rental rate per square foot would increase (decrease) the fair value. An increase (decrease) in the tenant improvement allowance per square foot would decrease (increase) the fair value. | |||||||||||||||
-2 | Significant increases or decreases in any of the unobservable inputs in isolation or in the aggregate would result in a significantly higher or lower fair value measurement to the contingent consideration obligation as of September 30, 2014. | |||||||||||||||
We did not have any contingent consideration assets and obligations for the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013. The following is a reconciliation of the beginning and ending balances of our contingent consideration assets and obligations for the three and nine months ended September 30, 2014: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep-14 | 30-Sep-14 | |||||||||||||||
Contingent Consideration Obligation: | ||||||||||||||||
Beginning balance | $ | 598,000 | $ | — | ||||||||||||
Additions to contingent consideration obligations | 795,000 | 1,393,000 | ||||||||||||||
Realized/unrealized (gains) losses recognized in earnings | — | — | ||||||||||||||
Ending balance | $ | 1,393,000 | $ | 1,393,000 | ||||||||||||
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to obligation still held | $ | — | $ | — | ||||||||||||
Financial Instruments Disclosed at Fair Value | ||||||||||||||||
ASC Topic 825, Financial Instruments, requires disclosure of the fair value of financial instruments, whether or not recognized on the face of the balance sheet. Fair value is defined under ASC Topic 820. | ||||||||||||||||
Our accompanying condensed consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts and other receivables, real estate and escrow deposits, accounts payable and accrued liabilities and accounts payable due to affiliates. | ||||||||||||||||
We consider the carrying values of cash and cash equivalents, accounts and other receivables, real estate and escrow deposits, accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics, market data and because of the short period of time between origination of the instruments and their expected realization. The fair value of cash and cash equivalents is classified in Level 1 of the fair value hierarchy. The fair value of the other financial instruments is classified in Level 2 of the fair value hierarchy. The fair value of accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable. |
Business_Combinations
Business Combinations | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||||||
Business Combinations | ' | |||||||||||||||||||||||
13. Business Combinations | ||||||||||||||||||||||||
For the nine months ended September 30, 2014, using net proceeds from our offering, we completed six property acquisitions comprising nine buildings, which have been accounted for as business combinations. The aggregate contract purchase price was $41,025,000, plus closing costs and acquisition fees of $1,396,000, which are included in acquisition related expenses in our accompanying condensed consolidated statements of operations. See Note 3, Real Estate Investments, Net for a listing of the properties acquired and acquisition dates. We did not complete any property acquisitions for the nine months ended September 30, 2013. | ||||||||||||||||||||||||
Results of operations for the property acquisitions are reflected in our accompanying condensed consolidated statements of operations for the nine months ended September 30, 2014 for the period subsequent to the acquisition date of each property through September 30, 2014. For the period from the acquisition date through September 30, 2014, we recognized the following amounts of revenue and net income (loss) for the property acquisitions: | ||||||||||||||||||||||||
Acquisition | Revenue | Net Income (Loss) | ||||||||||||||||||||||
DeKalb Professional Center | $ | 98,000 | $ | 13,000 | ||||||||||||||||||||
Country Club MOB | $ | 78,000 | $ | (24,000 | ) | |||||||||||||||||||
Acworth Medical Complex | $ | 154,000 | $ | 62,000 | ||||||||||||||||||||
Wichita KS MOB | $ | 80,000 | $ | 23,000 | ||||||||||||||||||||
Delta Valley ALF Portfolio | $ | 74,000 | $ | 25,000 | ||||||||||||||||||||
Lee's Summit MO MOB | $ | 36,000 | $ | 20,000 | ||||||||||||||||||||
The fair value of our six acquisitions at the time of acquisition is shown below: | ||||||||||||||||||||||||
DeKalb Professional Center | Country Club MOB | Acworth Medical Complex | Wichita KS MOB | Delta Valley ALF Portfolio | Lee's Summit MO MOB | |||||||||||||||||||
Building and improvements | $ | 2,871,000 | $ | 2,306,000 | $ | 6,123,000 | $ | 6,288,000 | $ | 11,472,000 | $ | 5,068,000 | ||||||||||||
Land | 479,000 | 240,000 | 570,000 | 943,000 | 679,000 | 1,045,000 | ||||||||||||||||||
In-place leases | 172,000 | 190,000 | 407,000 | 590,000 | 1,194,000 | 442,000 | ||||||||||||||||||
Above market leases | — | 21,000 | 251,000 | 958,000 | — | 195,000 | ||||||||||||||||||
Total assets acquired | 3,522,000 | 2,757,000 | 7,351,000 | 8,779,000 | 13,345,000 | 6,750,000 | ||||||||||||||||||
Below market leases | (112,000 | ) | — | (113,000 | ) | (24,000 | ) | — | — | |||||||||||||||
Other liabilities | (598,000 | ) | -1 | — | (795,000 | ) | -1 | — | — | — | ||||||||||||||
Total liabilities assumed | (710,000 | ) | — | (908,000 | ) | (24,000 | ) | — | — | |||||||||||||||
Net assets acquired | $ | 2,812,000 | $ | 2,757,000 | $ | 6,443,000 | $ | 8,755,000 | $ | 13,345,000 | $ | 6,750,000 | ||||||||||||
___________ | ||||||||||||||||||||||||
-1 | Included in other liabilities is $598,000 and $795,000 accrued for contingent consideration in connection with the purchase of DeKalb Professional Center and Acworth Medical Complex, respectively. For a further discussion, see Note 12, Fair Value Measurements — Assets and Liabilities Reported at Fair Value — Contingent Consideration. | |||||||||||||||||||||||
Assuming the property acquisitions in 2014 discussed above had occurred on January 11, 2013 (Date of Inception), for the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, pro forma revenue, net (loss) income, net (loss) income attributable to controlling interest and net (loss) income per common share attributable to controlling interest — basic and diluted would have been as follows: | ||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended | Period from | ||||||||||||||||||||||
11-Jan-13 | ||||||||||||||||||||||||
(Date of Inception) | ||||||||||||||||||||||||
through | ||||||||||||||||||||||||
2014 | 2013 | 30-Sep-14 | 30-Sep-13 | |||||||||||||||||||||
Revenue | $ | 1,219,000 | $ | 1,214,000 | $ | 3,612,000 | $ | 3,455,000 | ||||||||||||||||
Net (loss) income | $ | (189,000 | ) | $ | 329,000 | $ | 163,000 | $ | (631,000 | ) | ||||||||||||||
Net (loss) income attributable to controlling interest | $ | (189,000 | ) | $ | 329,000 | $ | 163,000 | $ | (631,000 | ) | ||||||||||||||
Net (loss) income per common share attributable to controlling interest — basic and diluted | $ | (0.01 | ) | $ | 0.07 | $ | 0.02 | $ | (0.13 | ) | ||||||||||||||
The pro forma adjustments assume that the offering proceeds, at a price of $10.00 per share, net of offering costs were raised as of January 11, 2013 (Date of Inception). In addition, acquisition related expenses associated with the acquisitions have been excluded from the pro forma results in 2014 and added to the 2013 pro forma results. The pro forma results are not necessarily indicative of the operating results that would have been obtained had the acquisitions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results. |
Segment_Reporting
Segment Reporting | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Reporting Disclosure | ' | ||||||||||||
14. Segment Reporting | |||||||||||||
ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. As of September 30, 2014, we evaluated our business and made resource allocations based on two reportable business segments—medical office buildings and senior housing. Our medical office buildings are typically leased to multiple tenants under separate leases in each building, thus requiring active management and responsibility for many of the associated operating expenses (although many of these are, or can effectively be, passed through to the tenants). Our senior housing facilities are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under “triple-net” and generally “master” leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. | |||||||||||||
We evaluate performance based upon segment net operating income. We define segment net operating income as total revenues, less rental expenses, which excludes depreciation and amortization, general and administrative expenses, acquisition related expenses, interest expense and interest income for each segment. We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement. However, we believe that segment net operating income serves as a useful supplement to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis. | |||||||||||||
Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance. | |||||||||||||
Non-segment assets primarily consist of corporate assets including cash and cash equivalents, other receivables, real estate and escrow deposits and other assets not attributable to individual properties. | |||||||||||||
We had no operations during the period from January 11, 2013 (Date of Inception) through September 30, 2013. Summary information for the reportable segments during the three and nine months ended September 30, 2014 was as follows: | |||||||||||||
Medical Office Building | Senior Housing | Three Months Ended | |||||||||||
September 30, 2014 | |||||||||||||
Revenue: | |||||||||||||
Real estate revenue | $ | 423,000 | $ | 73,000 | $ | 496,000 | |||||||
Expenses: | |||||||||||||
Rental expenses | 120,000 | 8,000 | 128,000 | ||||||||||
Segment net operating income | $ | 303,000 | $ | 65,000 | $ | 368,000 | |||||||
Expenses: | |||||||||||||
General and administrative | $ | 281,000 | |||||||||||
Acquisition related expenses | 1,400,000 | ||||||||||||
Depreciation and amortization | 255,000 | ||||||||||||
Loss from operations | (1,568,000 | ) | |||||||||||
Other income (expense): | |||||||||||||
Interest expense (including amortization of deferred financing costs) | (44,000 | ) | |||||||||||
Interest income | 19,000 | ||||||||||||
Net loss | $ | (1,593,000 | ) | ||||||||||
Medical Office Building | Senior Housing | Nine Months Ended | |||||||||||
September 30, 2014 | |||||||||||||
Revenue: | |||||||||||||
Real estate revenue | $ | 447,000 | $ | 73,000 | $ | 520,000 | |||||||
Expenses: | |||||||||||||
Rental expenses | 125,000 | 8,000 | 133,000 | ||||||||||
Segment net operating income | $ | 322,000 | $ | 65,000 | $ | 387,000 | |||||||
Expenses: | |||||||||||||
General and administrative | $ | 549,000 | |||||||||||
Acquisition related expenses | 1,724,000 | ||||||||||||
Depreciation and amortization | 268,000 | ||||||||||||
Loss from operations | (2,154,000 | ) | |||||||||||
Other income (expense): | |||||||||||||
Interest expense (including amortization of deferred financing costs) | (44,000 | ) | |||||||||||
Interest income | 19,000 | ||||||||||||
Net loss | $ | (2,179,000 | ) | ||||||||||
Assets by reportable segment as of September 30, 2014 and December 31, 2013 were as follows: | |||||||||||||
September 30, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Medical office buildings | $ | 29,174,000 | $ | — | |||||||||
Senior housing | 13,410,000 | — | |||||||||||
Other | 144,455,000 | 202,000 | |||||||||||
Total assets | $ | 187,039,000 | $ | 202,000 | |||||||||
Concentration_of_Credit_Risk
Concentration of Credit Risk | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Concentration of Credit Risk [Abstract] | ' | ||||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||
15. Concentration of Credit Risk | |||||||||||||||
Financial instruments that potentially subject us to a concentration of credit risk are primarily cash and cash equivalents, accounts and other receivables and escrow deposits. Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased. We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. As of September 30, 2014, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants is limited. We perform credit evaluations of prospective tenants, and security deposits are obtained at the time of property acquisition and upon lease execution. | |||||||||||||||
Based on leases in effect as of September 30, 2014, we owned properties in four states for which each state accounted for 10% or more of our annualized base rent. Properties located in Mississippi, Missouri, Georgia and Kansas accounted for 28.7%, 26.2%, 23.8% and 21.3%, respectively, of our annualized base rent. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state's economy. | |||||||||||||||
Based on leases in effect as of September 30, 2014, our two reportable business segments, medical office buildings and senior housing, accounted for 71.4% and 28.6%, respectively, of our annualized base rent. As of September 30, 2014, three of our tenants at our properties accounted for 10.0% or more of our annualized base rent, as follows: | |||||||||||||||
Tenant | Annualized | Percentage of | Property | GLA | Lease Expiration | ||||||||||
Base Rent(1) | Annualized | (Sq Ft) | Date | ||||||||||||
Base Rent | |||||||||||||||
Providence Management LLC | $ | 968,000 | 28.6 | % | Delta Valley ALF Portfolio | 76,000 | 9/30/29 | ||||||||
Primary Care Associates | $ | 521,000 | 15.4 | % | Wichita KS MOB | 27,000 | 11/30/27 | ||||||||
Diagnostic Imaging Centers | $ | 343,000 | 10.2 | % | Lee's Summit MO MOB | 13,000 | 4/30/17 | ||||||||
__________ | |||||||||||||||
-1 | Annualized base rent is based on contractual base rent from leases in effect as of September 30, 2014. The loss of any of these tenants or their inability to pay rent could have a material adverse effect on our business and results of operations. | ||||||||||||||
For the period from January 11, 2013 (Date of Inception) through September 30, 2013, we did not own any properties. |
Per_Share_Data
Per Share Data | 9 Months Ended |
Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ' |
Per Share Data | ' |
16. Per Share Data | |
We report earnings (loss) per share pursuant to ASC Topic 260, Earnings per Share. Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) allocated to controlling interest by the weighted average number of shares of our common stock outstanding during the period. Net income (loss) allocated to controlling interest is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $1,000 for both the three and nine months ended September 30, 2014. For the three months ended September 30, 2013 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, we did not allocate any distributions to participating securities. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. Nonvested shares of our restricted common stock and redeemable limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock. As of September 30, 2014 and 2013, there were 8,000 and 0 nonvested shares, respectively, of our restricted common stock outstanding, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods. As of September 30, 2014 and 2013, there were 222 units of redeemable limited partnership units of our operating partnership outstanding, but such units were also excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods. |
Subsequent_Events
Subsequent Events | 1 Months Ended | ||||||||||||||
Nov. 12, 2014 | |||||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||||
Subsequent Events | ' | ||||||||||||||
17. Subsequent Events | |||||||||||||||
Status of our Offering | |||||||||||||||
As of November 7, 2014, we had received and accepted subscriptions in our offering for 29,606,349 shares of our common stock, or $295,361,000, excluding shares of our common stock issued pursuant to the DRIP. | |||||||||||||||
Property Acquisition | |||||||||||||||
Subsequent to September 30, 2014, we completed one property acquisition comprising one building from an unaffiliated party. The aggregate contract purchase price of this property was $12,000,000 and we paid $270,000 in acquisition fees to our advisor and its affiliates in connection with this acquisition. We have not yet measured the fair value of the tangible and identified intangible assets and liabilities of the acquisition. The following is a summary of our property acquisition subsequent to September 30, 2014: | |||||||||||||||
Acquisition(1) | Location | Type | Date | Contract | Acquisition Fee(2) | ||||||||||
Acquired | Purchase Price | ||||||||||||||
Carolina Commons MOB | Fort Mill, SC | Medical Office | 10/15/14 | $ | 12,000,000 | $ | 270,000 | ||||||||
______________ | |||||||||||||||
-1 | We own 100% of our property acquired subsequent to September 30, 2014. | ||||||||||||||
-2 | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. | ||||||||||||||
Related Party Transaction | |||||||||||||||
On November 5, 2014, NorthStar Asset Management Group Inc., or NSAM, and certain of its affiliates entered into a Unit Purchase Agreement, or the NSAM Agreement, to acquire an approximate 46.7% ownership interest in the business of American Healthcare Investors for upfront cash and stock consideration of $57,500,000, consisting of $37,500,000 of cash and $20,000,000 of NSAM common stock (which stock is subject to certain lock-up and vesting restrictions). NSAM’s investment in the business of American Healthcare Investors will be structured as a joint venture, or the AHI Operating Company, with the current principals of American Healthcare Investors (Messrs. Hanson, Prosky and Streiff) owning approximately 48.7%, NSAM owning approximately 46.7%, and Mr. James F. Flaherty, III, one of NSAM’s partners, owning approximately 4.6%. In addition to the initial purchase consideration, upon the achievement of certain performance-based metrics over a five-year period, NSAM could be required to issue up to an additional $15,000,000 (but not to exceed $3,000,000 in any one year) of NSAM common stock to the current principals of American Healthcare Investors. NSAM will also contribute $2,000,000 in shares of common stock to an equity incentive plan for the benefit of certain employees of the AHI Operating Company. In addition, the AHI Operating Company will issue a warrant to Mr. Flaherty that will permit him at any time during the five-year period after the closing to invest up to an additional $5,000,000 in the AHI Operating Company at a valuation 27.3% higher than the initial valuation. | |||||||||||||||
American Healthcare Investors is currently the managing member and owns 75.0% of our advisor and also owns 100% of our property manager. Following the closing of the transactions contemplated by the NSAM Agreement, the AHI Operating Company will own the same 75.0% of our advisor and 100% of our property manager. | |||||||||||||||
The AHI Operating Company will be controlled by an Executive Committee comprised of three American Healthcare Investors designees, expected to be Messrs. Hanson, Prosky and Streiff, and two NSAM designees, one of which is expected to be Mr. Flaherty, subject to certain conditions and subject to certain major decisions requiring the approval of a majority of the members of the Executive Committee, including the approval of both NSAM Executive Committee designees. Mr. Flaherty will not hold voting rights in the AHI Operating Company other than in his capacity as a member of the Executive Committee on behalf of NSAM. All of the executive officers of the AHI Operating Company are expected to be current American Healthcare Investors personnel, including Messrs. Hanson, Prosky and Streiff. The AHI Operating Company is structured to enable the American Healthcare Investors management team that currently serves us through our advisor, to continue to serve us in the same capacity. It is not anticipated that any NSAM personnel will provide services to us as a result of the transaction. | |||||||||||||||
The completion of the transaction contemplated by the NSAM Agreement is subject to various closing conditions. The transaction is expected to close five days after, and is contingent upon, the closing of the merger between GA Healthcare REIT II and NorthStar. Despite the proposed acquisition by NSAM of an interest in the business of American Healthcare Investors and the proposed formation of the AHI Operating Company, including the acquisition of an interest therein by Mr. Flaherty, we expect that the advisory and property management services we receive will continue without any changes in personnel or service procedures. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership, the wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries and any variable interest entities, or VIEs, as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 810, Consolidation, or ASC Topic 810, which we have concluded should be consolidated pursuant to ASC Topic 810. | |
We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the properties acquired on our behalf. We are the sole general partner of our operating partnership, and as of September 30, 2014 and December 31, 2013, we owned greater than a 99.99% and a 99.01%, respectively, general partnership interest therein. Our advisor is a limited partner, and as of September 30, 2014 and December 31, 2013, our advisor owned less than a 0.01% and a 0.99%, respectively, noncontrolling limited partnership interest in our operating partnership. | |
Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our condensed consolidated financial statements. All significant intercompany accounts and transactions are eliminated in consolidation. | |
Interim Unaudited Financial Data | ' |
Interim Unaudited Financial Data | |
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. | |
In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our prospectus. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. | |
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts | ' |
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts | |
We recognize revenue in accordance with ASC Topic 605, Revenue Recognition, or ASC Topic 605. ASC Topic 605 requires that all four of the following basic criteria be met before revenue is realized or realizable and earned: (1) there is persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed and determinable; and (4) collectability is reasonably assured. | |
In accordance with ASC Topic 840, Leases, minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable or deferred rent liability, as applicable. Tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recognized and presented in accordance with ASC Subtopic 605-45, Revenue Recognition — Principal Agent Consideration, or ASC Subtopic 605-45. ASC Subtopic 605-45 requires that these reimbursements be recorded on a gross basis, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have credit risk. We recognize lease termination fees at such time when there is a signed termination letter agreement, all of the conditions of the agreement have been met and the tenant is no longer occupying the property. | |
Tenant receivables and unbilled deferred rent receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. We also maintain an allowance for deferred rent receivables arising from the straight line recognition of rents. Such allowances are charged to bad debt expense which is included in general and administrative in our accompanying condensed consolidated statements of operations. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant's financial condition, security deposits, letters of credit, lease guarantees and current economic conditions and other relevant factors. As of September 30, 2014 and December 31, 2013, we did not have any allowances for uncollectible accounts. | |
Real Estate Investments, Net | ' |
Real Estate Investments, Net | |
We carry our operating properties at historical cost less accumulated depreciation. The cost of operating properties includes the cost of land and completed buildings and related improvements. Expenditures that increase the service life of properties are capitalized and the cost of maintenance and repairs is charged to expense as incurred. The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years, and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, ranging from six months to 15.1 years. Furniture, fixtures and equipment, if any, is depreciated over the estimated useful life, ranging from five years to 10 years. When depreciable property is retired, replaced or disposed of, the related costs and accumulated depreciation is removed from the accounts and any gain or loss is reflected in earnings. | |
As part of the leasing process, we may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements, the allowance is considered to be a lease inducement and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. Recognition of lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements when we are the owner of the leasehold improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date (and the date on which recognition of lease revenue commences) is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements. | |
We assess the impairment of an operating property when events or changes in circumstances indicate that its carrying amount may not be recoverable. Impairment losses are recorded on an operating property when indicators of impairment are present and the carrying amount exceeds the sum of the future undiscounted cash flows expected to result from the use and eventual disposition of the property. We would recognize an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property. For the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, there were no impairment losses recorded. | |
Property Acquisitions | ' |
Property Acquisitions | |
In accordance with ASC Topic 805, Business Combinations, or ASC Topic 805, we, with assistance from independent valuation specialists, measure the fair value of tangible and identified intangible assets and liabilities, as applicable, based on their respective fair values for acquired properties. The determination of the fair value of land is based upon comparable sales data. In cases where a leasehold interest in the land is acquired, the value of the leasehold interest is determined by discounting the difference between the contract ground lease payments and a market ground lease payment back to a present value as of the acquisition date. The market ground lease payment is estimated as a percentage of the land value. The fair value of buildings is based upon our determination of the value as if it were to be replaced and vacant using cost data and discounted cash flow models similar to those used by independent appraisers. We also recognize the fair value of furniture, fixtures and equipment on the premises, if any, as well as the above or below market rent, the value of in-place leases, the value of in-place lease costs, tenant relationships, master leases, above or below market debt and derivative financial instruments assumed. Factors considered by us include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. | |
The value of the above or below market component of the acquired in-place leases is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference (if greater than 10.0%) between the level payment equivalent of the contract rent paid pursuant to the lease, and our estimate of market rent payments taking into account rent steps throughout the lease. In the case of leases with options, unless an option rent is more than 5.0% below market rent, it is not assumed to be exercised. The amounts related to above market leases are included in identified intangible assets, net in our accompanying condensed consolidated balance sheets and are amortized against real estate revenue over the remaining non-cancelable lease term of the acquired leases with each property. The amounts related to below market leases are included in identified intangible liabilities, net in our accompanying condensed consolidated balance sheets and are amortized to real estate revenue over the remaining non-cancelable lease term plus any below market renewal options of the acquired leases with each property. | |
The value of in-place lease costs and the value of tenant relationships, if any, is based on management's evaluation of the specific characteristics of the tenant's lease and our overall relationship with the tenants. Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors. The amounts related to in-place lease costs are included in identified intangible assets, net in our accompanying condensed consolidated balance sheets and are amortized to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases with each property. The amounts related to the value of tenant relationships, if any, would be included in identified intangible assets, net in our accompanying condensed consolidated balance sheets and would be amortized to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases plus the market renewal lease term. The value of a master lease, in which a previous owner or a tenant is relieved of specific rental obligations as additional space is leased, is determined by discounting the expected real estate revenue associated with the master lease space over the assumed lease-up period. | |
The value of above or below market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage at the time of assumption. The value of above or below market debt is included in mortgage loans payable, net in our accompanying condensed consolidated balance sheets and is amortized against or to interest expense, as applicable, over the remaining term of the assumed mortgage. | |
The value of derivative financial instruments is determined in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC Topic 820, and is included in derivative financial instruments in our accompanying condensed consolidated balance sheets. See Note 12, Fair Value Measurements, for a further discussion. | |
The values of contingent consideration assets and liabilities are analyzed at the time of acquisition. For contingent purchase options, the fair market value of the acquired asset is compared to the specified option price at the exercise date. If the option price is below market, it is assumed to be exercised and the difference between the fair market value and the option price is discounted to the present value at the time of acquisition. | |
The fair values are subject to change based on information received within one year of the purchase related to one or more events identified at the time of purchase which confirm the value of an asset or liability received in an acquisition of property. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
We follow ASC Topic 820 to account for the fair value of certain assets and liabilities. ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. | |
ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). | |
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. 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. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. | |
See Note 12, Fair Value Measurements, for a further discussion. | |
Real Estate and Escrow Deposits | ' |
Real Estate and Escrow Deposits | |
Real estate and escrow deposits include funds held by escrow agents and others to be applied towards the purchase of real estate. | |
Other Assets | ' |
Other Assets | |
Other assets consist of deferred financing costs, prepaid expenses and deposits and deferred rent receivables. Deferred financing costs include amounts paid to lenders and others to obtain financing. Such costs are amortized using the straight-line method over the term of the related loan, which approximates the effective interest rate method. Amortization of deferred financing costs is included in interest expense in our accompanying condensed consolidated statements of operations. | |
See Note 5, Other Assets, Net, for a further discussion. | |
Contingent Consideration | ' |
Contingent Consideration | |
As of September 30, 2014, included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets was $1,393,000 of contingent consideration obligations in connection with the acquisitions of DeKalb Professional Center and Acworth Medical Complex. Such amounts are due upon certain criteria being met within specified time frames. We did not have any contingent consideration obligations as of December 31, 2013. See Note 12, Fair Value Measurements — Assets and Liabilities Reported at Fair Value — Contingent Consideration, for a further discussion. | |
Stock Compensation | ' |
Stock Compensation | |
We follow ASC Topic 718, Compensation – Stock Compensation, or ASC Topic 718, to account for our stock compensation pursuant to the 2013 Incentive Plan, or our incentive plan. See Note 10, Equity — 2013 Incentive Plan, for a further discussion of grants under our incentive plan. | |
Income Taxes | ' |
Income Taxes | |
We have not yet elected to be taxed as a REIT under the Code. We intend to make an election to be taxed as a REIT, under Sections 856 through 860 of the Code, and we intend to be taxed as such beginning with our taxable year ending December 31, 2014. To qualify or to maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90.0% of our annual ordinary taxable income, excluding net capital gains, to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. | |
If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse affect on our net income and net cash available for distribution to stockholders. | |
We follow ASC Topic 740, Income Taxes, to recognize, measure, present and disclose in our accompanying condensed consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return. As of September 30, 2014 and December 31, 2013, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements. | |
Segment Disclosure | ' |
Segment Disclosure | |
ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. As of September 30, 2014, we operated through two reportable business segments —medical office buildings and senior housing. Prior to September 2014, we operated through one reportable business segment; however, with the addition of our first senior housing facility in September 2014, we segregated our operations into two reporting segments to assess the performance of our business in the same way that management intends to review our performance and make operating decisions. | |
See Note 14, Segment Reporting, for a further discussion. | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
In April 2014, the FASB issued Accounting Standards Update, or ASU, 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08, which amends the definition of a discontinued operation to raise the threshold for disposals to qualify as discontinued operations and requires additional disclosures about disposal transactions. Under ASU 2014-08, 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 either (i) has been disposed of or (ii) is classified as held for sale. In addition, ASU 2014-08 requires additional disclosures about both (i) a disposal transaction that meets the definition of a discontinued operation and (ii) an individually significant component of an entity that is disposed of or held for sale that does not qualify for discontinued operations presentation in the financial statements. We anticipate that the majority of our future property dispositions will not be classified as discontinued operations. ASU 2014-08 is effective prospectively for interim and annual reporting periods beginning after December 15, 2014 with early adoption permitted. We early adopted ASU 2014-08 on January 1, 2014, which did not have an impact on our consolidated financial statements. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, or ASU 2014-09, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 supersedes most existing revenue recognition guidance, including industry-specific revenue recognition guidance, and is effective for public entities for interim and annual reporting periods beginning after December 15, 2016. Further, the application of ASU 2014-09 permits the use of either the full retrospective or cumulative effect transition approach. Early application is not permitted. We have not yet selected a transition method nor have we determined the impact the adoption of ASU 2014-09 on January 1, 2017 will have on our consolidated financial statements, if any. |
Real_Estate_Investments_Net_Ta
Real Estate Investments, Net (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Real Estate [Abstract] | ' | ||||||||||||||
Real Estate Investments, Net | ' | ||||||||||||||
Our real estate investments, net consisted of the following as of September 30, 2014 and December 31, 2013: | |||||||||||||||
September 30, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
Building and improvements | $ | 34,150,000 | $ | — | |||||||||||
Land | 3,956,000 | — | |||||||||||||
38,106,000 | — | ||||||||||||||
Less: accumulated depreciation | (185,000 | ) | — | ||||||||||||
$ | 37,921,000 | $ | — | ||||||||||||
Summary of Acquisitions | ' | ||||||||||||||
Acquisitions in 2014 | |||||||||||||||
For the nine months ended September 30, 2014, we completed six property acquisitions comprising nine buildings from unaffiliated parties. The aggregate contract purchase price of these properties was $41,025,000 and we incurred $923,000 to our advisor and its affiliates in acquisition fees in connection with these property acquisitions. The following is a summary of our property acquisitions for the nine months ended September 30, 2014: | |||||||||||||||
Acquisition(1) | Location | Type | Date Acquired | Contract | Acquisition Fee(2) | ||||||||||
Purchase Price | |||||||||||||||
DeKalb Professional Center | Lithonia, GA | Medical Office | 6/6/14 | $ | 2,830,000 | $ | 64,000 | ||||||||
Country Club MOB | Stockbridge, GA | Medical Office | 6/26/14 | 2,775,000 | 62,000 | ||||||||||
Acworth Medical Complex | Acworth, GA | Medical Office | 7/2/14 | 6,525,000 | 147,000 | ||||||||||
Wichita KS MOB | Wichita, KS | Medical Office | 9/4/14 | 8,800,000 | 198,000 | ||||||||||
Delta Valley ALF Portfolio | Batesville and Cleveland, MS | Senior Housing | 9/11/14 | 13,345,000 | 300,000 | ||||||||||
Lee's Summit MO MOB | Lee's Summit, MO | Medical Office | 9/18/14 | 6,750,000 | 152,000 | ||||||||||
Total | $ | 41,025,000 | $ | 923,000 | |||||||||||
___________ | |||||||||||||||
-1 | We own 100% of our properties acquired in 2014. | ||||||||||||||
-2 | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. |
Identified_Intangible_Assets_N1
Identified Intangible Assets, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Finite-Lived Intangible Assets, Net [Abstract] | ' | |||||||
Identified intangible assets, net | ' | |||||||
Identified intangible assets, net consisted of the following as of September 30, 2014 and December 31, 2013: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
In-place leases, net of accumulated amortization of $83,000 as of September 30, 2014 (with a weighted average remaining life of 10.4 years as of September 30, 2014) | $ | 2,912,000 | $ | — | ||||
Above market leases, net of accumulated amortization of $24,000 as of September 30, 2014 (with a weighted average remaining life of 9.9 years as of September 30, 2014) | 1,401,000 | — | ||||||
$ | 4,313,000 | $ | — | |||||
Amortization expense on identified intangible assets | ' | |||||||
As of September 30, 2014, estimated amortization expense on the identified intangible assets for the three months ending December 31, 2014 and for each of the next four years ending December 31 and thereafter was as follows: | ||||||||
Year | Amount | |||||||
2014 | $ | 190,000 | ||||||
2015 | 593,000 | |||||||
2016 | 565,000 | |||||||
2017 | 476,000 | |||||||
2018 | 413,000 | |||||||
Thereafter | 2,076,000 | |||||||
$ | 4,313,000 | |||||||
Other_Assets_Net_Tables
Other Assets, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Other Assets [Abstract] | ' | |||||||
Other Assets, Net | ' | |||||||
Other assets, net consisted of the following as of September 30, 2014 and December 31, 2013: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Deferred financing costs, net of accumulated amortization of $21,000 as of September 30, 2014 | $ | 715,000 | $ | — | ||||
Prepaid expenses and deposits | 139,000 | — | ||||||
Deferred rent receivables | 72,000 | — | ||||||
$ | 926,000 | $ | — | |||||
Estimated Amortization Expense on Deferred Financing Costs and Lease Commissions | ' | |||||||
As of September 30, 2014, estimated amortization expense on deferred financing costs for the three months ending December 31, 2014 and for each of the next four years ending December 31 and thereafter was as follows: | ||||||||
Year | Amount | |||||||
2014 | $ | 61,000 | ||||||
2015 | 245,000 | |||||||
2016 | 245,000 | |||||||
2017 | 164,000 | |||||||
2018 | — | |||||||
Thereafter | — | |||||||
$ | 715,000 | |||||||
Identified_Intangible_Liabilit1
Identified Intangible Liabilities, Net (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Identified Intangible Liabilities [Abstract] | ' | ||||
Summary of Amortization Expense on Below Market Leases | ' | ||||
As of September 30, 2014, estimated amortization expense on below market leases for the three months ending December 31, 2014 and for each of the next four years ending December 31 and thereafter was as follows: | |||||
Year | Amount | ||||
2014 | $ | 9,000 | |||
2015 | 35,000 | ||||
2016 | 35,000 | ||||
2017 | 34,000 | ||||
2018 | 28,000 | ||||
Thereafter | 99,000 | ||||
$ | 240,000 | ||||
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interest (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Temporary Equity [Abstract] | ' | ||||
Redeemable Noncontrolling Interest | ' | ||||
The changes in the carrying amount of redeemable noncontrolling interest consisted of the following for the nine months ended September 30, 2014: | |||||
Amount | |||||
Balance — December 31, 2013 | $ | — | |||
Reclassification from equity | 2,000 | ||||
Net loss (income) attributable to redeemable noncontrolling interest | — | ||||
Balance — September 30, 2014 | $ | 2,000 | |||
Equity_Tables
Equity (Tables) | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Share-Based Compensation | ' | ||||||
Status and Changes of Nonvested Shares of Restricted Common Stock | ' | ||||||
A summary of the status of the nonvested shares of our restricted common stock as of September 30, 2014 and December 31, 2013 and the changes for the nine months ended September 30, 2014, is presented below: | |||||||
Number of Nonvested | Weighted | ||||||
Shares of our | Average Grant | ||||||
Restricted Common Stock | Date Fair Value | ||||||
Balance — December 31, 2013 | — | $ | — | ||||
Granted | 10,000 | $ | 10 | ||||
Vested | (2,000 | ) | $ | 10 | |||
Forfeited | — | $ | — | ||||
Balance — September 30, 2014 | 8,000 | $ | 10 | ||||
Expected to vest — September 30, 2014 | 8,000 | $ | 10 | ||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||
Schedule of Related Party Transactions | ' | ||||||||||||||||
For the three and nine months ended September 30, 2014, our officers invested the following amounts and we issued the following shares of our common stock pursuant to the applicable stock purchase plan: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
30-Sep-14 | 30-Sep-14 | ||||||||||||||||
Officer's Name | Title | Amount | Shares | Amount | Shares | ||||||||||||
Jeffrey T. Hanson | Chairman of the Board of Directors and Chief Executive Officer | $ | 22,000 | 2,446 | $ | 32,000 | 3,549 | ||||||||||
Danny Prosky | President and Chief Operating Officer | 31,000 | 3,435 | 45,000 | 5,032 | ||||||||||||
Mathieu B. Streiff | Executive Vice President, General Counsel | 28,000 | 3,084 | 41,000 | 4,505 | ||||||||||||
Shannon K S Johnson | Chief Financial Officer | 5,000 | 584 | 8,000 | 874 | ||||||||||||
Stefan K.L. Oh | Senior Vice President of Acquisitions | 5,000 | 632 | 8,000 | 922 | ||||||||||||
Cora Lo | Secretary | 5,000 | 533 | 5,000 | 533 | ||||||||||||
Chris Rooney | Vice President of Asset Management | 6,000 | 565 | 8,000 | 836 | ||||||||||||
$ | 102,000 | 11,279 | $ | 147,000 | 16,251 | ||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | |||||||||||||||
The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall. | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs | Unobservable | ||||||||||||||
Identical Assets | (Level 2) | Inputs | ||||||||||||||
and Liabilities | (Level 3) | |||||||||||||||
(Level 1) | ||||||||||||||||
Liabilities: | ||||||||||||||||
Contingent consideration obligations | $ | — | $ | — | $ | 1,393,000 | $ | 1,393,000 | ||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 1,393,000 | $ | 1,393,000 | ||||||||
Fair Value Unobservable Inputs | ' | |||||||||||||||
The following is a reconciliation of the beginning and ending balances of our contingent consideration assets and obligations for the three and nine months ended September 30, 2014: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep-14 | 30-Sep-14 | |||||||||||||||
Contingent Consideration Obligation: | ||||||||||||||||
Beginning balance | $ | 598,000 | $ | — | ||||||||||||
Additions to contingent consideration obligations | 795,000 | 1,393,000 | ||||||||||||||
Realized/unrealized (gains) losses recognized in earnings | — | — | ||||||||||||||
Ending balance | $ | 1,393,000 | $ | 1,393,000 | ||||||||||||
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to obligation still held | $ | — | $ | — | ||||||||||||
The following table shows quantitative information about unobservable inputs related to Level 3 fair value measurements used as of September 30, 2014 for the contingent consideration obligations: | ||||||||||||||||
Acquisition | Fair Value as of September 30, 2014 | Unobservable Inputs(1) | Range of Inputs/Inputs | |||||||||||||
DeKalb Professional Center(2) | $ | 598,000 | Percentage of Total Unoccupied Square Footage Leased Up | 100% | ||||||||||||
Rental Rate per Square Foot | $15.50 | |||||||||||||||
Tenant Improvement Allowance per Square Foot | $30.00 | |||||||||||||||
Acworth Medical Complex(2) | $ | 795,000 | Percentage of Total Unoccupied Square Footage Leased Up | 72.30% | ||||||||||||
Rental Rate per Square Foot | $16.00 | |||||||||||||||
Tenant Improvement Allowance per Square Foot | $30.00 | |||||||||||||||
___________ | ||||||||||||||||
-1 | The most significant input to the valuation is the percentage of total unoccupied square footage leased up and the rental rate per square foot. An increase (decrease) in the percentage of total unoccupied square feet leased up and rental rate per square foot would increase (decrease) the fair value. An increase (decrease) in the tenant improvement allowance per square foot would decrease (increase) the fair value. | |||||||||||||||
-2 | Significant increases or decreases in any of the unobservable inputs in isolation or in the aggregate would result in a significantly higher or lower fair value measurement to the contingent consideration obligation as of September 30, 2014. |
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||||||
Schedule Of Revenues And Net Income (Loss) Of Properties Acquired | ' | |||||||||||||||||||||||
For the period from the acquisition date through September 30, 2014, we recognized the following amounts of revenue and net income (loss) for the property acquisitions: | ||||||||||||||||||||||||
Acquisition | Revenue | Net Income (Loss) | ||||||||||||||||||||||
DeKalb Professional Center | $ | 98,000 | $ | 13,000 | ||||||||||||||||||||
Country Club MOB | $ | 78,000 | $ | (24,000 | ) | |||||||||||||||||||
Acworth Medical Complex | $ | 154,000 | $ | 62,000 | ||||||||||||||||||||
Wichita KS MOB | $ | 80,000 | $ | 23,000 | ||||||||||||||||||||
Delta Valley ALF Portfolio | $ | 74,000 | $ | 25,000 | ||||||||||||||||||||
Lee's Summit MO MOB | $ | 36,000 | $ | 20,000 | ||||||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||||||||||||||||||
DeKalb Professional Center | Country Club MOB | Acworth Medical Complex | Wichita KS MOB | Delta Valley ALF Portfolio | Lee's Summit MO MOB | |||||||||||||||||||
Building and improvements | $ | 2,871,000 | $ | 2,306,000 | $ | 6,123,000 | $ | 6,288,000 | $ | 11,472,000 | $ | 5,068,000 | ||||||||||||
Land | 479,000 | 240,000 | 570,000 | 943,000 | 679,000 | 1,045,000 | ||||||||||||||||||
In-place leases | 172,000 | 190,000 | 407,000 | 590,000 | 1,194,000 | 442,000 | ||||||||||||||||||
Above market leases | — | 21,000 | 251,000 | 958,000 | — | 195,000 | ||||||||||||||||||
Total assets acquired | 3,522,000 | 2,757,000 | 7,351,000 | 8,779,000 | 13,345,000 | 6,750,000 | ||||||||||||||||||
Below market leases | (112,000 | ) | — | (113,000 | ) | (24,000 | ) | — | — | |||||||||||||||
Other liabilities | (598,000 | ) | -1 | — | (795,000 | ) | -1 | — | — | — | ||||||||||||||
Total liabilities assumed | (710,000 | ) | — | (908,000 | ) | (24,000 | ) | — | — | |||||||||||||||
Net assets acquired | $ | 2,812,000 | $ | 2,757,000 | $ | 6,443,000 | $ | 8,755,000 | $ | 13,345,000 | $ | 6,750,000 | ||||||||||||
___________ | ||||||||||||||||||||||||
-1 | Included in other liabilities is $598,000 and $795,000 accrued for contingent consideration in connection with the purchase of DeKalb Professional Center and Acworth Medical Complex, respectively. For a further discussion, see Note 12, Fair Value Measurements — Assets and Liabilities Reported at Fair Value — Contingent Consideration. | |||||||||||||||||||||||
Business Acquisition, Pro Forma Information | ' | |||||||||||||||||||||||
Assuming the property acquisitions in 2014 discussed above had occurred on January 11, 2013 (Date of Inception), for the three months ended September 30, 2014 and 2013, for the nine months ended September 30, 2014 and for the period from January 11, 2013 (Date of Inception) through September 30, 2013, pro forma revenue, net (loss) income, net (loss) income attributable to controlling interest and net (loss) income per common share attributable to controlling interest — basic and diluted would have been as follows: | ||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended | Period from | ||||||||||||||||||||||
11-Jan-13 | ||||||||||||||||||||||||
(Date of Inception) | ||||||||||||||||||||||||
through | ||||||||||||||||||||||||
2014 | 2013 | 30-Sep-14 | 30-Sep-13 | |||||||||||||||||||||
Revenue | $ | 1,219,000 | $ | 1,214,000 | $ | 3,612,000 | $ | 3,455,000 | ||||||||||||||||
Net (loss) income | $ | (189,000 | ) | $ | 329,000 | $ | 163,000 | $ | (631,000 | ) | ||||||||||||||
Net (loss) income attributable to controlling interest | $ | (189,000 | ) | $ | 329,000 | $ | 163,000 | $ | (631,000 | ) | ||||||||||||||
Net (loss) income per common share attributable to controlling interest — basic and diluted | $ | (0.01 | ) | $ | 0.07 | $ | 0.02 | $ | (0.13 | ) | ||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Segment Reporting Information Line Items | ' | ||||||||||||
Summary Information by Reportable Segment | ' | ||||||||||||
We had no operations during the period from January 11, 2013 (Date of Inception) through September 30, 2013. Summary information for the reportable segments during the three and nine months ended September 30, 2014 was as follows: | |||||||||||||
Medical Office Building | Senior Housing | Three Months Ended | |||||||||||
September 30, 2014 | |||||||||||||
Revenue: | |||||||||||||
Real estate revenue | $ | 423,000 | $ | 73,000 | $ | 496,000 | |||||||
Expenses: | |||||||||||||
Rental expenses | 120,000 | 8,000 | 128,000 | ||||||||||
Segment net operating income | $ | 303,000 | $ | 65,000 | $ | 368,000 | |||||||
Expenses: | |||||||||||||
General and administrative | $ | 281,000 | |||||||||||
Acquisition related expenses | 1,400,000 | ||||||||||||
Depreciation and amortization | 255,000 | ||||||||||||
Loss from operations | (1,568,000 | ) | |||||||||||
Other income (expense): | |||||||||||||
Interest expense (including amortization of deferred financing costs) | (44,000 | ) | |||||||||||
Interest income | 19,000 | ||||||||||||
Net loss | $ | (1,593,000 | ) | ||||||||||
Medical Office Building | Senior Housing | Nine Months Ended | |||||||||||
September 30, 2014 | |||||||||||||
Revenue: | |||||||||||||
Real estate revenue | $ | 447,000 | $ | 73,000 | $ | 520,000 | |||||||
Expenses: | |||||||||||||
Rental expenses | 125,000 | 8,000 | 133,000 | ||||||||||
Segment net operating income | $ | 322,000 | $ | 65,000 | $ | 387,000 | |||||||
Expenses: | |||||||||||||
General and administrative | $ | 549,000 | |||||||||||
Acquisition related expenses | 1,724,000 | ||||||||||||
Depreciation and amortization | 268,000 | ||||||||||||
Loss from operations | (2,154,000 | ) | |||||||||||
Other income (expense): | |||||||||||||
Interest expense (including amortization of deferred financing costs) | (44,000 | ) | |||||||||||
Interest income | 19,000 | ||||||||||||
Net loss | $ | (2,179,000 | ) | ||||||||||
Assets by Reportable Segment | ' | ||||||||||||
Assets by reportable segment as of September 30, 2014 and December 31, 2013 were as follows: | |||||||||||||
September 30, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Medical office buildings | $ | 29,174,000 | $ | — | |||||||||
Senior housing | 13,410,000 | — | |||||||||||
Other | 144,455,000 | 202,000 | |||||||||||
Total assets | $ | 187,039,000 | $ | 202,000 | |||||||||
Concentration_of_Credit_Risk_T
Concentration of Credit Risk (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Concentration of Credit Risk [Abstract] | ' | ||||||||||||||
Schedules of Concentration of Risk, by Risk Factor | ' | ||||||||||||||
As of September 30, 2014, three of our tenants at our properties accounted for 10.0% or more of our annualized base rent, as follows: | |||||||||||||||
Tenant | Annualized | Percentage of | Property | GLA | Lease Expiration | ||||||||||
Base Rent(1) | Annualized | (Sq Ft) | Date | ||||||||||||
Base Rent | |||||||||||||||
Providence Management LLC | $ | 968,000 | 28.6 | % | Delta Valley ALF Portfolio | 76,000 | 9/30/29 | ||||||||
Primary Care Associates | $ | 521,000 | 15.4 | % | Wichita KS MOB | 27,000 | 11/30/27 | ||||||||
Diagnostic Imaging Centers | $ | 343,000 | 10.2 | % | Lee's Summit MO MOB | 13,000 | 4/30/17 | ||||||||
__________ | |||||||||||||||
-1 | Annualized base rent is based on contractual base rent from leases in effect as of September 30, 2014. The loss of any of these tenants or their inability to pay rent could have a material adverse effect on our business and results of operations. |
Subsequent_Events_Tables
Subsequent Events (Tables) | 9 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | Nov. 12, 2014 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events [Line Items] | ' | ' | ||||||||||||||||||||||||||||
Summary of Acquisitions | ' | ' | ||||||||||||||||||||||||||||
Acquisitions in 2014 | The following is a summary of our property acquisition subsequent to September 30, 2014: | |||||||||||||||||||||||||||||
For the nine months ended September 30, 2014, we completed six property acquisitions comprising nine buildings from unaffiliated parties. The aggregate contract purchase price of these properties was $41,025,000 and we incurred $923,000 to our advisor and its affiliates in acquisition fees in connection with these property acquisitions. The following is a summary of our property acquisitions for the nine months ended September 30, 2014: | ||||||||||||||||||||||||||||||
Acquisition(1) | Location | Type | Date | Contract | Acquisition Fee(2) | |||||||||||||||||||||||||
Acquisition(1) | Location | Type | Date Acquired | Contract | Acquisition Fee(2) | Acquired | Purchase Price | |||||||||||||||||||||||
Purchase Price | Carolina Commons MOB | Fort Mill, SC | Medical Office | 10/15/14 | $ | 12,000,000 | $ | 270,000 | ||||||||||||||||||||||
DeKalb Professional Center | Lithonia, GA | Medical Office | 6/6/14 | $ | 2,830,000 | $ | 64,000 | |||||||||||||||||||||||
______________ | ||||||||||||||||||||||||||||||
Country Club MOB | Stockbridge, GA | Medical Office | 6/26/14 | 2,775,000 | 62,000 | |||||||||||||||||||||||||
-1 | We own 100% of our property acquired subsequent to September 30, 2014. | |||||||||||||||||||||||||||||
Acworth Medical Complex | Acworth, GA | Medical Office | 7/2/14 | 6,525,000 | 147,000 | |||||||||||||||||||||||||
-2 | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. | |||||||||||||||||||||||||||||
Wichita KS MOB | Wichita, KS | Medical Office | 9/4/14 | 8,800,000 | 198,000 | |||||||||||||||||||||||||
Delta Valley ALF Portfolio | Batesville and Cleveland, MS | Senior Housing | 9/11/14 | 13,345,000 | 300,000 | |||||||||||||||||||||||||
Lee's Summit MO MOB | Lee's Summit, MO | Medical Office | 9/18/14 | 6,750,000 | 152,000 | |||||||||||||||||||||||||
Total | $ | 41,025,000 | $ | 923,000 | ||||||||||||||||||||||||||
___________ | ||||||||||||||||||||||||||||||
-1 | We own 100% of our properties acquired in 2014. | |||||||||||||||||||||||||||||
-2 | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. |
Organization_and_Description_o1
Organization and Description of Business (Detail) (USD $) | 8 Months Ended | 9 Months Ended | 21 Months Ended | 21 Months Ended | 1 Months Ended | 22 Months Ended | |||||||||||
Aug. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Feb. 26, 2014 | Jan. 11, 2013 | Feb. 26, 2014 | Sep. 30, 2014 | Feb. 26, 2014 | Nov. 12, 2014 | Nov. 07, 2014 | Jun. 10, 2014 | Feb. 26, 2014 | Aug. 08, 2014 | Feb. 26, 2014 | ||
Business | sqft | segment | Business | sqft | DRIP [Member] | Common Stock [Member] | Common Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | WASHINGTON | WASHINGTON | PENNSYLVANIA | PENNSYLVANIA | ||||
sqft | Building | Acquisition | Common Stock [Member] | ||||||||||||||
Acquisition | Building | ||||||||||||||||
sqft | |||||||||||||||||
Date of inception | ' | ' | ' | ' | 11-Jan-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Date of capitalization | ' | ' | ' | ' | 15-Jan-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Maximum dollar amount of common stock issuable under public offering | ' | ' | ' | ' | ' | $1,900,000,000 | ' | $150,000,000 | ' | $1,750,000,000 | ' | ' | ' | ' | ' | ' | |
Share price | ' | ' | ' | ' | ' | ' | $10 | $9.50 | ' | $10 | ' | ' | ' | ' | ' | ' | |
Minimum amount of common stock issuable under public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | 20,000,000 | 20,000,000 | 87,500,000 | 87,500,000 | |
Advisory agreement term | ' | '1 year | '1 year | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Advisory agreement renewal term | ' | '1 year | '1 year | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of reportable segments | 1 | 2 | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of acquisition completed from unaffiliated parties | ' | 6 | 6 | 6 | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | |
Number of properties acquired from unaffiliated parties | ' | 6 | 6 | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of buildings acquired from unaffiliated parties | ' | 9 | 9 | 9 | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | |
GLA (Sq Ft) | ' | 229,000 | 229,000 | 229,000 | 229,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Contract purchase price | ' | ' | ' | 41,025,000 | [1] | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' |
Subscriptions in offering of common stock received and accepted shares | ' | ' | ' | ' | ' | ' | ' | ' | 20,952,360 | ' | ' | 29,606,349 | ' | ' | ' | ' | |
Subscriptions in offering of common stock received and accepted value | ' | ' | ' | ' | ' | ' | ' | ' | $208,978,000 | ' | ' | $295,361,000 | ' | ' | ' | ' | |
[1] | We own 100% of our properties acquired in 2014. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Detail) (USD $) | 8 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Business | |||
Number of reportable segments | 1 | 2 | ' |
Business combination, contingent consideration, liability | ' | $1,393 | ' |
General partnership interest | ' | 99.99% | 99.01% |
Noncontrolling limited partnership interest in operating partnership | ' | 0.01% | 0.99% |
Percentage of income required to be distributed as dividends | ' | 90.00% | ' |
Percentage of contract rent above or below market rent | ' | 10.00% | ' |
Percentage of option rent below market rent | ' | 5.00% | ' |
Building and Building Improvements [Member] | ' | ' | ' |
Estimated useful life | ' | '39 years | ' |
Leasehold Improvements [Member] | Minimum [Member] | ' | ' | ' |
Estimated useful life | ' | '6 months | ' |
Leasehold Improvements [Member] | Maximum [Member] | ' | ' | ' |
Estimated useful life | ' | '15 years 1 month | ' |
Furniture and Fixtures [Member] | Minimum [Member] | ' | ' | ' |
Estimated useful life | ' | '5 years | ' |
Furniture and Fixtures [Member] | Maximum [Member] | ' | ' | ' |
Estimated useful life | ' | '10 years | ' |
Real_Estate_Investments_Net_In
Real Estate Investments, Net - Investments in Consolidated Properties (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real Estate Properties [Line Items] | ' | ' |
Real estate investment, at cost | $38,106 | $0 |
Less: accumulated depreciation | -185 | 0 |
Real estate investments, net | 37,921 | 0 |
Building and Building Improvements [Member] | ' | ' |
Real Estate Properties [Line Items] | ' | ' |
Real estate investment, at cost | 34,150 | 0 |
Land [Member] | ' | ' |
Real Estate Properties [Line Items] | ' | ' |
Real estate investment, at cost | $3,956 | $0 |
Real_Estate_Investments_Net_Ad
Real Estate Investments, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Acquisition | ||||
Building | ||||
Real Estate Properties [Line Items] | ' | ' | ' | |
Depreciation | $174 | $185 | ' | |
Capital expenditures incurred | 22 | 22 | ' | |
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | 6.00% | 6.00% | |
Number of acquisition completed from unaffiliated parties | ' | 6 | ' | |
Number of buildings acquired from unaffiliated parties | ' | 9 | ' | |
Contract purchase price | ' | 41,025 | [1] | ' |
Acquisition fee | ' | $923 | [1],[2] | ' |
[1] | We own 100% of our properties acquired in 2014. | |||
[2] | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. |
Real_Estate_Investments_Net_Su
Real Estate Investments, Net - Summary of Acquisitions (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | |
Acquisition | ||
Real Estate Properties [Line Items] | ' | |
Number of acquisition completed from unaffiliated parties | 6 | |
Contract purchase price | $41,025 | [1] |
Acquisition fee | 923 | [1],[2] |
DeKalb Professional Center [Member] | ' | |
Real Estate Properties [Line Items] | ' | |
Type of property acquired | 'Medical Office | [1] |
Date of acquisition of property | '6/6/2014 | [1] |
Contract purchase price | 2,830 | [1] |
Acquisition fee | 64 | [1],[2] |
Country Club MOB [Member] | ' | |
Real Estate Properties [Line Items] | ' | |
Type of property acquired | 'Medical Office | [1] |
Date of acquisition of property | '6/26/2014 | [1] |
Contract purchase price | 2,775 | [1] |
Acquisition fee | 62 | [1],[2] |
Acworth Medical Complex [Member] | ' | |
Real Estate Properties [Line Items] | ' | |
Type of property acquired | 'Medical Office | [1] |
Date of acquisition of property | '7/2/2014 | [1] |
Contract purchase price | 6,525 | [1] |
Acquisition fee | 147 | [1],[2] |
Wichita KS MOB [Member] | ' | |
Real Estate Properties [Line Items] | ' | |
Type of property acquired | 'Medical Office | [1] |
Date of acquisition of property | '9/4/2014 | [1] |
Contract purchase price | 8,800 | [1] |
Acquisition fee | 198 | [1],[2] |
Delta Valley ALF Portfolio [Member] | ' | |
Real Estate Properties [Line Items] | ' | |
Type of property acquired | 'Senior Housing | [1] |
Date of acquisition of property | '9/11/14 | [1] |
Contract purchase price | 13,345 | [1] |
Acquisition fee | 300 | [1],[2] |
Lee's Summit MO MOB [Member] | ' | |
Real Estate Properties [Line Items] | ' | |
Type of property acquired | 'Medical Office | [1] |
Date of acquisition of property | '9/18/2014 | [1] |
Contract purchase price | 6,750 | [1] |
Acquisition fee | $152 | [1],[2] |
[1] | We own 100% of our properties acquired in 2014. | |
[2] | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. |
Real_Estate_Investments_Net_Su1
Real Estate Investments, Net - Summary of Acquisitions (Parenthetical) (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Real Estate Properties [Line Items] | ' |
Ownership percentage, properties | 100.00% |
Acquisition fee of contract purchase price | 2.25% |
Percentage of acquisition fee of contract purchase price for properties acquired paid in shares | 0.25% |
Per share amount of shares of common stock in which payment was made | $9 |
Percentage of contract purchase price paid acquisition fee, in cash | 2.00% |
Identified_Intangible_Assets_N2
Identified Intangible Assets, Net - Summary of Identified Intangibles, Net (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Identified intangible assets, net | $4,313 | $0 |
In-Place Leases [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Identified intangible assets, net | 2,912 | 0 |
Above Market Leases [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Identified intangible assets, net | $1,401 | $0 |
Identified_Intangible_Assets_N3
Identified Intangible Assets, Net - Summary of Identified Intangibles, Net (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted average remaining life | ' | '10 years 2 months 12 days |
Amortization expense | $105 | $107 |
In-Place Leases [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Net of accumulated amortization | 83 | 83 |
Weighted average remaining life | ' | '10 years 4 months 24 days |
Above Market Leases [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Net of accumulated amortization | 24 | 24 |
Weighted average remaining life | ' | '9 years 10 months 24 days |
Above Market Leases [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization expense | $24 | $24 |
Identified_Intangible_Assets_N4
Identified Intangible Assets, Net - Summary of Amortization Expense on Identified Intangible Assets, Net (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 | $190 | ' |
2015 | 593 | ' |
2016 | 565 | ' |
2017 | 476 | ' |
2018 | 413 | ' |
Thereafter | 2,076 | ' |
Identified intangible assets, net | $4,313 | $0 |
Other_Assets_Net_Other_Assets_
Other Assets, Net - Other Assets, Net (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets [Abstract] | ' | ' |
Deferred financing costs, net of accumulated amortization of $21,000 as of September 30, 2014 | $715 | $0 |
Prepaid expenses and deposits | 139 | 0 |
Deferred rent receivables | 72 | 0 |
Other assets, net | 926 | 0 |
Accumulated amortization, deferred finance cost | $21 | $0 |
Other_Assets_Net_Additional_In
Other Assets, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Amortization expense on deferred financing costs | $21 | $21 |
Other_Assets_Net_Estimated_Amo
Other Assets, Net - Estimated Amortization Expense on Deferred Financing Costs and Lease Commissions (Detail) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Other Assets [Abstract] | ' |
2014 | $61 |
2015 | 245 |
2016 | 245 |
2017 | 164 |
2018 | 0 |
Thereafter | 0 |
Total | $715 |
Identified_Intangible_Liabilit2
Identified Intangible Liabilities, Net - Summary of Identified Intangibles, Net (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 |
Below Market Lease [Member] | Below Market Lease [Member] | |||
Finite Lived Intangible Liabilities [Line Items] | ' | ' | ' | ' |
Identified intangible liabilities, net | $240 | $0 | $240 | $240 |
Net of accumulated amortization | ' | ' | 9 | 9 |
Amortization expense | ' | ' | $8 | $9 |
Weighted average remaining life | '7 years 6 months | ' | ' | ' |
Identified_Intangible_Liabilit3
Identified Intangible Liabilities, Net - Summary of Amortization Expense on Below Market Leases (Detail) (USD $) | Sep. 30, 2014 |
Intangible Liabilities [Abstract] | ' |
2014 | $9,000 |
2015 | 35,000 |
2016 | 35,000 |
2017 | 34,000 |
2018 | 28,000 |
Thereafter | 99,000 |
Finite lived intangible liabilities, net | $240,000 |
Line_of_Credit_Detail
Line of Credit (Detail) (USD $) | 0 Months Ended | ||
Aug. 18, 2014 | Sep. 30, 2014 | Aug. 18, 2014 | |
Line of Credit Facility [Line Items] | ' | ' | ' |
Line of credit facility, total asset value for pledged collateral release | $750,000,000 | ' | $750,000,000 |
Line Of Credit [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | ' | 60,000,000 |
Line of credit facility, maximum standby letters of credit borrowings | ' | ' | 20,000,000 |
Line of credit facility, swingline borrowing condition one | ' | ' | 25,000,000 |
Percentage of swingline borrowing condition two | ' | ' | 10.00% |
Number of extensions | ' | ' | 2 |
Line of credit extension term | '1 year | ' | ' |
Increased line of credit facility maximum borrowing capacity | ' | ' | 350,000,000 |
Percentage of margin in addition to eurodollar rate condition one | 1.00% | ' | ' |
Credit agreement percentage of margin in addition to federal funds rate | 0.50% | ' | ' |
Commitment fee percentage condition one | 0.20% | ' | ' |
Average daily used amount percentage condition one | 50.00% | ' | ' |
Commitment fee percentage condition two | 0.25% | ' | ' |
Average daily used amount percentage condition two | 50.00% | ' | ' |
Line of credit facility, current borrowing capacity | ' | 60,000,000 | ' |
Line of credit facility, remaining borrowing capacity | ' | $60,000,000 | ' |
Line Of Credit [Member] | Minimum [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Percentage of margin in addition to eurodollar rate condition one | 1.95% | ' | ' |
Percentage of margin in addition to eurodollar rate condition two | 0.75% | ' | ' |
Line Of Credit [Member] | Maximum [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Percentage of margin in addition to eurodollar rate condition one | 2.45% | ' | ' |
Percentage of margin in addition to eurodollar rate condition two | 1.25% | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Detail) (USD $) | 7 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies [Line Items] | ' | ' |
Selling commissions percentage | 7.00% | ' |
Dealer manager fee percentage | 3.00% | ' |
Organizational and offering expenses | ' | $1,077,000 |
Maximum percentage of other organizational and offering expense | 2.00% | ' |
Redeemable_Noncontrolling_Inte2
Redeemable Noncontrolling Interest (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Redeemable Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' |
General partnership interest | 99.99% | ' | 99.99% | ' | 99.01% |
Redeemable noncontrolling interest | $2,000 | ' | $2,000 | ' | $0 |
Reclassification from equity | ' | ' | 2,000 | ' | ' |
Less: net loss (income) attributable to redeemable noncontrolling interest | $0 | $0 | $0 | $0 | ' |
Noncontrolling limited partnership interest in operating partnership | 0.01% | ' | 0.01% | ' | 0.99% |
Equity_Detail
Equity (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 21 Months Ended | 22 Months Ended | ||||||||||||||
14-May-14 | Jan. 15, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Feb. 26, 2014 | Jan. 11, 2013 | Jan. 15, 2013 | Sep. 30, 2014 | 14-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Feb. 25, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Feb. 26, 2014 | Sep. 30, 2014 | Feb. 26, 2014 | Nov. 07, 2014 | |
Griffin American Advisor [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Two Thousand Nine Incentive Plan [Member] | Two Thousand Nine Incentive Plan [Member] | DRIP [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||||||||||
Common Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Subsequent Event [Member] | |||||||||||||||
Independent Directors [Member] | Independent Directors [Member] | ||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number | ' | ' | 8,000 | 8,000 | 8,000 | ' | 0 | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, weighted average grant date fair value | ' | ' | $10 | $10 | $10 | ' | $0 | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subscriptions in offering of common stock received and accepted shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,952,360 | ' | 29,606,349 |
Issuance of common stock under the DRIP, shares | ' | ' | 62,511 | ' | 63,641 | ' | 0 | 63,641 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of preferred stock, authorized to be issued | ' | ' | 200,000,000 | 200,000,000 | 200,000,000 | ' | 200,000,000 | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value of preferred stock, authorized to be issued | ' | ' | $0.01 | $0.01 | $0.01 | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum dollar amount of common stock issuable under public offering | ' | ' | ' | ' | ' | ' | ' | ' | $1,900,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000,000 | ' | $1,750,000,000 | ' |
Par value of common stock to be offered and sold to the public | ' | ' | $0.01 | $0.01 | $0.01 | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.50 | ' | $10 | ' |
Issuance of common stock under the DRIP | ' | ' | 593,000 | ' | 604,000 | ' | 0 | 604,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of offering price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' | ' |
Number of shares of common stock, authorized to be issued | ' | ' | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ' | 1,000,000,000 | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock purchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,222 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of stock purchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of vested and nonvested restricted common stock, shares | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares, outstanding | ' | ' | 21,048,223 | 21,048,223 | 21,048,223 | ' | 22,222 | 21,048,223 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares, issued | ' | ' | 21,048,223 | 21,048,223 | 21,048,223 | ' | 22,222 | 21,048,223 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivable from transfer agent | ' | ' | 2,283,000 | 2,283,000 | 2,283,000 | ' | ' | 2,283,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dealer manager fee percentage | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dealer manager fees | ' | ' | 4,913,000 | ' | 6,252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contribution from advisor to acquire limited partnership units | ' | 2,000 | ' | ' | 0 | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limited partnership units issued | ' | 222 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in operating partnership by parent | ' | ' | 99.99% | 99.99% | 99.99% | ' | 99.01% | 99.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling ownership interest in operating partnership | ' | ' | 0.01% | 0.01% | 0.01% | ' | 0.99% | 0.01% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of common stock repurchased during the period | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase plan holding period | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase plan percentage of price per share condition one | ' | ' | 92.50% | 92.50% | 92.50% | ' | ' | 92.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase plan percentage of price per share condition two | ' | ' | 100.00% | 100.00% | 100.00% | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, number of shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of independent directors | ' | ' | 2 | 2 | 2 | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period share based compensation per director | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award equity instruments other than options vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award equity instruments other than options vesting percentage on anniversary of grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' |
Fair value of stocks at grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' |
Share based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000 | 42,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,000 | 58,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated share based unrecognized compensation expense net of estimated forfeitures weighted average remaining period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 1 month 13 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling commissions percentage | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling commissions expenses | ' | ' | 11,139,000 | ' | 14,156,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum amount of common stock issuable under public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' |
Share based compensation arrangement by share based payment award equity instruments other than options nonvested fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80,000 | $0 | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | ' | ' | ' | ' | -2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, weighted average grant date fair value | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, forfeited in period | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, forfeitures, weighted average grant date fair value | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested expected to vest number | ' | ' | 8,000 | 8,000 | 8,000 | ' | ' | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested expected to vest weighted average grant date fair value | ' | ' | $10 | $10 | $10 | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | 20-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Nov. 12, 2014 | Nov. 07, 2014 | |
Other organizational and offering expenses [Member] | Other organizational and offering expenses [Member] | Advisor [Member] | Operating Expense [Member] | Operating Expense [Member] | Acquistion Fees [Member] | Acquistion Fees [Member] | Reimbursement of acquisition expenses [Member] | Reimbursement of acquisition expenses [Member] | Property Management Fee [Member] | Property Management Fee [Member] | Subordinated distribution of net sales proceeds [Member] | Subordinated Distribution Upon Listing [Member] | Subordinated Distribution Upon Termination [Member] | Board of Directors Chairman [Member] | President [Member] | Executive Vice President [Member] | Chief Financial Officer [Member] | Senior Vice President [Member] | Secretary [Member] | Vice President [Member] | Offering Costs [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to affiliate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,000 | $4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $205,000 | ' | ' |
Organizational and offering expense percentage | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition fee of contract purchase price | ' | ' | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | ' |
Related parties transactions acquisition fees, shares issued | 9,839 | ' | 11,396 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition price for any real estate-related investment we originate or acquire | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of acquisition fee of contract purchase price for properties acquired paid in shares | ' | ' | 0.25% | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' |
Per share amount of shares of common stock in which payment was made | $9 | $9 | $9 | ' | ' | ' | ' | $9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9 |
Percentage of contract purchase price paid acquisition fee, in cash | ' | ' | 2.00% | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' |
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | ' | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transaction, expenses from transactions with related party | 2,052,000 | ' | 3,272,000 | ' | ' | 1,248,000 | 2,159,000 | ' | 0 | 180,000 | 797,000 | 923,000 | 0 | 3,000 | 7,000 | 7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly asset management fee | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subordinated asset management fee subject to stockholders receiving distributions, percentage | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset management fees waived by advisor | 29,000 | ' | 31,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset management fees to be waived by advisor | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of monthly oversight fee | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of property oversight fees - multiple tenants | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of lease fee | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of lease fee | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of construction management fee | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of operating expenses of average invested assets | ' | ' | 5.50% | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of operating expenses of net income | ' | ' | -22.80% | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating expenses in excess of advisor reimbursement limitation | ' | ' | $271,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disposition fees as percentage of contract sales price | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disposition fees as percentage of customary competitive real estate commission | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of disposition fee | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of distribution of net proceeds from sales of properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual cumulative non compounded return upon listing of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual cumulative non compounded return on gross proceeds from sale of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution rate of partnership amount to sub advisor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment rate by officer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 100.00% | 15.00% | 15.00% | 10.00% | 15.00% | ' | ' | ' |
Officer purchase share price | ' | ' | ' | ' | $9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset allocation policy renewal term | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Rel
Related Party Transactions - Related Party Description (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Chief Financial Officer [Member] | Chief Financial Officer [Member] | Secretary [Member] | Secretary [Member] | President [Member] | President [Member] | Executive Vice President [Member] | Executive Vice President [Member] | Senior Vice President [Member] | Senior Vice President [Member] | Vice President [Member] | Vice President [Member] | Officer [Member] | Officer [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | $209,094 | $200 | $22 | $32 | $5 | $8 | $5 | $5 | $31 | $45 | $28 | $41 | $5 | $8 | $6 | $8 | $102 | $147 |
Issuance of common stock, number of shares | ' | ' | 2,446 | 3,549 | 584 | 874 | 533 | 533 | 3,435 | 5,032 | 3,084 | 4,505 | 632 | 922 | 565 | 836 | 11,279 | 16,251 |
Fair_Value_Measurements_Assets
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Liabilities: | ' |
Business combination, contingent consideration, liability | $1,393 |
Fair Value, Measurements, Recurring [Member] | ' |
Liabilities: | ' |
Business combination, contingent consideration, liability | 1,393 |
Total liabilities at fair value | 1,393 |
Fair Value, Inputs, (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | ' |
Liabilities: | ' |
Business combination, contingent consideration, liability | 0 |
Total liabilities at fair value | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | ' |
Liabilities: | ' |
Business combination, contingent consideration, liability | 0 |
Total liabilities at fair value | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ' |
Liabilities: | ' |
Business combination, contingent consideration, liability | 1,393 |
Total liabilities at fair value | $1,393 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | ||
Contingent Consideration Obligation [Member] | Contingent Consideration Obligation [Member] | Contingent Consideration Obligation [Member] | DeKalb Professional Center [Member] | DeKalb Professional Center [Member] | Acworth Medical Complex [Member] | Acworth Medical Complex [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||
Contingent Consideration Obligation [Member] | Contingent Consideration Obligation [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||||||||
sqft | sqft | DeKalb Professional Center [Member] | DeKalb Professional Center [Member] | Acworth Medical Complex [Member] | Acworth Medical Complex [Member] | |||||||||
Contingent Consideration Obligation [Member] | Contingent Consideration Obligation [Member] | |||||||||||||
Business Acquisitions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Business combination, contingent consideration, liability | $1,393,000 | ' | ' | ' | $598,000 | ' | $795,000 | ' | ' | ' | ' | ' | ||
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | ' | $1,393,000 | $598,000 | $0 | ' | ' | ' | ' | $598,000 | [1],[2] | $598,000 | $795,000 | [1],[2] | $795,000 |
Contingent consideration obligation payment period | ' | ' | ' | ' | ' | 'within one year of the acquisition | ' | 'within 18 months of the acquisition date | ' | ' | ' | ' | ||
Seller square feet lease criteria | ' | ' | ' | ' | ' | 3,525 | ' | 6,767 | ' | ' | ' | ' | ||
Fair value input of total unoccupied square feet | ' | ' | ' | ' | ' | ' | ' | 4,891 | ' | ' | ' | ' | ||
[1] | The most significant input to the valuation is the percentage of total unoccupied square footage leased up and the rental rate per square foot. An increase (decrease) in the percentage of total unoccupied square feet leased up and rental rate per square foot would increase (decrease) the fair value. An increase (decrease) in the tenant improvement allowance per square foot would decrease (increase) the fair value. | |||||||||||||
[2] | Significant increases or decreases in any of the unobservable inputs in isolation or in the aggregate would result in a significantly higher or lower fair value measurement to the contingent consideration obligation as of SeptemberB 30, 2014. |
Fair_Value_Measurements_Unobse
Fair Value Measurements - Unobservable Inputs (Details) (Fair Value, Measurements, Nonrecurring [Member], Significant Unobservable Inputs (Level 3) [Member], USD $) | Sep. 30, 2014 | |
DeKalb Professional Center [Member] | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | |
Fair value at year end | $598,000 | [1],[2] |
Fair value input percentage of total unoccupied square footage | 100.00% | |
Rental rate per square foot | 15.5 | |
Tenant improvement allowance per square foot | 30 | |
Acworth Medical Complex [Member] | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | |
Fair value at year end | 795,000 | [1],[2] |
Fair value input percentage of total unoccupied square footage | 72.30% | |
Rental rate per square foot | 16 | |
Tenant improvement allowance per square foot | $30 | |
[1] | The most significant input to the valuation is the percentage of total unoccupied square footage leased up and the rental rate per square foot. An increase (decrease) in the percentage of total unoccupied square feet leased up and rental rate per square foot would increase (decrease) the fair value. An increase (decrease) in the tenant improvement allowance per square foot would decrease (increase) the fair value. | |
[2] | Significant increases or decreases in any of the unobservable inputs in isolation or in the aggregate would result in a significantly higher or lower fair value measurement to the contingent consideration obligation as of SeptemberB 30, 2014. |
Fair_Value_Measurements_Reconc
Fair Value Measurements - Reconciliation of Contingent Consideration Assets and Obligations (Detail) (Contingent Consideration Obligation [Member], USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Contingent Consideration Obligation [Member] | ' | ' |
Contingent Consideration Obligation: | ' | ' |
Beginning balance | $598,000 | $0 |
Additions to contingent consideration obligations | 795,000 | 1,393,000 |
Realized/unrealized (gains) losses recognized in earnings | 0 | 0 |
Ending balance | 1,393,000 | 1,393,000 |
Amount of total (gains) losses included in earnings attributable to the change in unrealized (gains) losses related to obligation still held | $0 | $0 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Jan. 11, 2013 | |
Building | |||
Acquisition | |||
Business Acquisitions [Line Items] | ' | ' | |
Number of acquisition completed from unaffiliated parties | 6 | ' | |
Business acquisition, transaction costs | $1,396 | ' | |
Share price | ' | $10 | |
Number of buildings acquired from unaffiliated parties | 9 | ' | |
Contract purchase price | $41,025 | [1] | ' |
[1] | We own 100% of our properties acquired in 2014. |
Business_Combinations_Schedule
Business Combinations - Schedule of Revenues and Net Income (Loss) of Properties Acquired (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
DeKalb Professional Center [Member] | ' |
Business Acquisitions [Line Items] | ' |
Revenue | $98 |
Net income | 13 |
Country Club MOB [Member] | ' |
Business Acquisitions [Line Items] | ' |
Revenue | 78 |
Net income | -24 |
Acworth Medical Complex [Member] | ' |
Business Acquisitions [Line Items] | ' |
Revenue | 154 |
Net income | 62 |
Wichita KS MOB [Member] | ' |
Business Acquisitions [Line Items] | ' |
Revenue | 80 |
Net income | 23 |
Delta Valley ALF Portfolio [Member] | ' |
Business Acquisitions [Line Items] | ' |
Revenue | 74 |
Net income | 25 |
Lee's Summit MO MOB [Member] | ' |
Business Acquisitions [Line Items] | ' |
Revenue | 36 |
Net income | $20 |
Business_Combinations_Fair_Val
Business Combinations - Fair Value of Acquisitions (Detail) (USD $) | Sep. 30, 2014 | |
In Thousands, unless otherwise specified | ||
DeKalb Professional Center [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Land | $479 | |
Total assets acquired | 3,522 | |
Total liabilities assumed | -710 | |
Net assets acquired | 2,812 | |
DeKalb Professional Center [Member] | Building and Building Improvements [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Building and improvements | 2,871 | |
DeKalb Professional Center [Member] | In-Place Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 172 | |
DeKalb Professional Center [Member] | Above Market Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 0 | |
DeKalb Professional Center [Member] | Below Market Lease [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | -112 | |
DeKalb Professional Center [Member] | Other Liabilities [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | -598 | [1] |
Country Club MOB [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Land | 240 | |
Total assets acquired | 2,757 | |
Total liabilities assumed | 0 | |
Net assets acquired | 2,757 | |
Country Club MOB [Member] | Building and Building Improvements [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Building and improvements | 2,306 | |
Country Club MOB [Member] | In-Place Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 190 | |
Country Club MOB [Member] | Above Market Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 21 | |
Country Club MOB [Member] | Below Market Lease [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | 0 | |
Country Club MOB [Member] | Other Liabilities [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | 0 | |
Acworth Medical Complex [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Land | 570 | |
Total assets acquired | 7,351 | |
Total liabilities assumed | -908 | |
Net assets acquired | 6,443 | |
Acworth Medical Complex [Member] | Building and Building Improvements [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Building and improvements | 6,123 | |
Acworth Medical Complex [Member] | In-Place Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 407 | |
Acworth Medical Complex [Member] | Above Market Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 251 | |
Acworth Medical Complex [Member] | Below Market Lease [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | -113 | |
Acworth Medical Complex [Member] | Other Liabilities [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | -795 | [1] |
Wichita KS MOB [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Land | 943 | |
Total assets acquired | 8,779 | |
Total liabilities assumed | -24 | |
Net assets acquired | 8,755 | |
Wichita KS MOB [Member] | Building and Building Improvements [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Building and improvements | 6,288 | |
Wichita KS MOB [Member] | In-Place Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 590 | |
Wichita KS MOB [Member] | Above Market Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 958 | |
Wichita KS MOB [Member] | Below Market Lease [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | -24 | |
Wichita KS MOB [Member] | Other Liabilities [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | 0 | |
Delta Valley ALF Portfolio [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Land | 679 | |
Total assets acquired | 13,345 | |
Total liabilities assumed | 0 | |
Net assets acquired | 13,345 | |
Delta Valley ALF Portfolio [Member] | Building and Building Improvements [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Building and improvements | 11,472 | |
Delta Valley ALF Portfolio [Member] | In-Place Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 1,194 | |
Delta Valley ALF Portfolio [Member] | Above Market Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 0 | |
Delta Valley ALF Portfolio [Member] | Below Market Lease [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | 0 | |
Delta Valley ALF Portfolio [Member] | Other Liabilities [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | 0 | |
Lee's Summit MO MOB [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Land | 1,045 | |
Total assets acquired | 6,750 | |
Total liabilities assumed | 0 | |
Net assets acquired | 6,750 | |
Lee's Summit MO MOB [Member] | Building and Building Improvements [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Building and improvements | 5,068 | |
Lee's Summit MO MOB [Member] | In-Place Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 442 | |
Lee's Summit MO MOB [Member] | Above Market Leases [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 195 | |
Lee's Summit MO MOB [Member] | Below Market Lease [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | 0 | |
Lee's Summit MO MOB [Member] | Other Liabilities [Member] | ' | |
Business Acquisitions [Line Items] | ' | |
Business combination, recognized liabilities assumed | $0 | |
[1] | Included in other liabilities is $598,000 and $795,000 accrued for contingent consideration in connection with the purchase of DeKalb Professional Center and Acworth Medical Complex, respectively. For a further discussion, see Note 12, Fair Value Measurements b Assets and Liabilities Reported at Fair Value b Contingent Consideration. |
Business_Combinations_Fair_Val1
Business Combinations - Fair Value of Acquisitions (Parenthetical) (Detail) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Business Acquisitions [Line Items] | ' |
Business combination, contingent consideration, liability | $1,393 |
DeKalb Professional Center [Member] | ' |
Business Acquisitions [Line Items] | ' |
Business combination, contingent consideration, liability | 598 |
Acworth Medical Complex [Member] | ' |
Business Acquisitions [Line Items] | ' |
Business combination, contingent consideration, liability | $795 |
Business_Combinations_Business
Business Combinations - Business Acquisition Pro Forma Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Business Acquisitions [Line Items] | ' | ' | ' | ' |
Revenue | $1,219 | $1,214 | $3,612 | $3,455 |
Net (loss) income | -189 | 329 | 163 | -631 |
Net (loss) income attributable to controlling interest | ($189) | $329 | $163 | ($631) |
Net (loss) income per common share attributable to controlling interest -basic and diluted | ($0.01) | $0.07 | $0.02 | ($0.13) |
Segment_Reporting_Summary_Info
Segment Reporting - Summary Information for Reportable Segments (Detail) (USD $) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Aug. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Business | segment | |||||
Segment Reporting Information Line Items | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 1 | 2 | ' | ' |
Revenue: | ' | ' | ' | ' | ' | ' |
Real estate revenue | $496 | $0 | ' | $520 | $0 | ' |
Expenses: | ' | ' | ' | ' | ' | ' |
Rental expenses | 128 | 0 | ' | 133 | 0 | ' |
Segment net operating income | 368 | ' | ' | 387 | ' | ' |
Operating Expenses [Abstract] | ' | ' | ' | ' | ' | ' |
General and administrative | 281 | 0 | ' | 549 | 0 | ' |
Acquisition related expenses | 1,400 | 0 | ' | 1,724 | 0 | ' |
Depreciation and amortization | 255 | 0 | ' | 268 | 0 | ' |
Loss from operations | -1,568 | 0 | ' | -2,154 | 0 | ' |
Other income (expense): | ' | ' | ' | ' | ' | ' |
Interest expense (including amortization of deferred financing costs) | -44 | 0 | ' | -44 | 0 | ' |
Interest income | 19 | 0 | ' | 19 | 0 | ' |
Net loss | -1,593 | 0 | ' | -2,179 | 0 | ' |
Total assets | 187,039 | ' | ' | 187,039 | ' | 202 |
Medical Office Building [Member] | ' | ' | ' | ' | ' | ' |
Revenue: | ' | ' | ' | ' | ' | ' |
Real estate revenue | 423 | ' | ' | 447 | ' | ' |
Expenses: | ' | ' | ' | ' | ' | ' |
Rental expenses | 120 | ' | ' | 125 | ' | ' |
Segment net operating income | 303 | ' | ' | 322 | ' | ' |
Other income (expense): | ' | ' | ' | ' | ' | ' |
Total assets | 29,174 | ' | ' | 29,174 | ' | 0 |
Senior Housing [Member] | ' | ' | ' | ' | ' | ' |
Revenue: | ' | ' | ' | ' | ' | ' |
Real estate revenue | 73 | ' | ' | 73 | ' | ' |
Expenses: | ' | ' | ' | ' | ' | ' |
Rental expenses | 8 | ' | ' | 8 | ' | ' |
Segment net operating income | 65 | ' | ' | 65 | ' | ' |
Other income (expense): | ' | ' | ' | ' | ' | ' |
Total assets | 13,410 | ' | ' | 13,410 | ' | 0 |
Other Segments [Member] | ' | ' | ' | ' | ' | ' |
Other income (expense): | ' | ' | ' | ' | ' | ' |
Total assets | $144,455 | ' | ' | $144,455 | ' | $202 |
Concentration_of_Credit_Risk_A
Concentration of Credit Risk - Additional Information (Detail) | 8 Months Ended | 9 Months Ended |
Aug. 31, 2014 | Sep. 30, 2014 | |
Business | Business | |
Person | ||
Concentration of Credit Risk | ' | ' |
Number of states in which entity operates | ' | 4 |
Number of reportable segments | 1 | 2 |
Number of tenants with more than ten percent of annual base rent | ' | 3 |
Minimum percent share of annualized base rent accounted by tenants | ' | 10.00% |
Minimum percent share of each state annualized base rent that company owned | ' | 10.00% |
Medical Office Building [Member] | ' | ' |
Concentration of Credit Risk | ' | ' |
Percentage of annual base rent | ' | 71.40% |
Senior Housing [Member] | ' | ' |
Concentration of Credit Risk | ' | ' |
Percentage of annual base rent | ' | 28.60% |
KANSAS | ' | ' |
Concentration of Credit Risk | ' | ' |
Percentage of annual base rent | ' | 21.30% |
GEORGIA | ' | ' |
Concentration of Credit Risk | ' | ' |
Percentage of annual base rent | ' | 23.80% |
MISSISSIPPI | ' | ' |
Concentration of Credit Risk | ' | ' |
Percentage of annual base rent | ' | 28.70% |
MISSOURI | ' | ' |
Concentration of Credit Risk | ' | ' |
Percentage of annual base rent | ' | 26.20% |
Concentration_of_Credit_Risk_S
Concentration of Credit Risk - Schedule of Annualized Base Rent from Tenants at Consolidated Properties (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | |
sqft | ||
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | ' | |
GLA (Sq Ft) | 229,000 | |
Providence Management, LLC [Member] | ' | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | ' | |
Annual base rent | $968 | [1] |
Percentage of annual base rent | 28.60% | |
GLA (Sq Ft) | 76,000 | |
Lease expiration date | 30-Sep-29 | |
Primary Care Associates [Member] | ' | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | ' | |
Annual base rent | 521 | [1] |
Percentage of annual base rent | 15.40% | |
GLA (Sq Ft) | 27,000 | |
Lease expiration date | 30-Nov-27 | |
Diagnostic Imaging Centers [Member] | ' | |
Annualized Base Rent From Tenants At Consolidated Properties [Line Items] | ' | |
Annual base rent | $343 | [1] |
Percentage of annual base rent | 10.20% | |
GLA (Sq Ft) | 13,000 | |
Lease expiration date | 30-Apr-17 | |
[1] | Annualized base rent is based on contractual base rent from leases in effect as of SeptemberB 30, 2014. The loss of any of these tenants or their inability to pay rent could have a material adverse effect on our business and results of operations. |
Per_Share_Data_Detail
Per Share Data (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Restricted Common Stock [Member] | Restricted Common Stock [Member] | Redeemable Limited Partnership Units [Member] | Redeemable Limited Partnership Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' |
Participating securities, distributed and undistributed earnings (loss), basic | $1,000 | $1,000 | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | ' | ' | 8,000 | 0 | 222 | 222 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 21 Months Ended | 1 Months Ended | 22 Months Ended | |||||
Sep. 30, 2014 | Nov. 12, 2014 | Nov. 05, 2014 | Nov. 07, 2014 | Nov. 05, 2014 | Nov. 05, 2014 | Nov. 05, 2014 | Nov. 05, 2014 | |
Common Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | American Healthcare Investors [Member] | NorthStar Asset Management Group Inc. [Member] | American Healthcare Investors Principals [Member] | James F. Flaherty III [Member] | |
Common Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Subsequent Events [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Subscriptions in offering of common stock received and accepted shares | 20,952,360 | ' | ' | 29,606,349 | ' | ' | ' | ' |
Subscriptions in offering of common stock received and accepted value | $208,978,000 | ' | ' | $295,361,000 | ' | ' | ' | ' |
Ownership percentage in affiliate | ' | ' | ' | ' | 75.00% | 46.70% | 48.70% | 4.60% |
Ownership percentage in poperty manager | ' | ' | ' | ' | 100.00% | ' | ' | ' |
Contingent consideration term for ownership in affiliate | ' | '5 years | ' | ' | ' | ' | ' | ' |
Consideration for ownership in affiliate | ' | ' | 57,500,000 | ' | ' | ' | ' | ' |
Consideration for ownership in affiliate - in cash | ' | ' | 37,500,000 | ' | ' | ' | ' | ' |
Consideration for ownership in affiliate - in stock | ' | ' | 20,000,000 | ' | ' | ' | ' | ' |
Contingent consideration for ownership in affiliate | ' | ' | 15,000,000 | ' | ' | ' | ' | ' |
Maximum contingent consideration for ownership in affiliate per year | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Additional contribution into affiliate | ' | ' | ' | ' | ' | $2,000,000 | ' | $5,000,000 |
Increase in valuation of affiliate | ' | ' | ' | ' | ' | ' | ' | 27.30% |
Number of committee members in affiliate | ' | ' | ' | ' | ' | 2 | 3 | 1 |
Subsequent_Events_Summary_of_A
Subsequent Events - Summary of Acquisitions of Properties (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 1 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Nov. 12, 2014 | Nov. 07, 2014 | Nov. 12, 2014 | ||
Building | Subsequent Event [Member] | Subsequent Event [Member] | Carolina Commons MOB [Member] | |||
Acquisition | Building | Subsequent Event [Member] | ||||
Acquisition | ||||||
Summary of Acquisitions of Properties [Line Items] | ' | ' | ' | ' | ||
Type of property acquired | ' | ' | ' | 'Medical Office | ||
Date acquired | ' | ' | ' | 15-Oct-14 | ||
Number of acquisition completed from unaffiliated parties | 6 | 1 | ' | ' | ||
Number of buildings acquired from unaffiliated parties | 9 | 1 | ' | ' | ||
Contract purchase price | $41,025 | [1] | $12,000 | ' | $12,000 | [2] |
Acquisition fee | $923 | [1],[3] | $270 | ' | $270 | [2],[4] |
Ownership percentage, properties | 100.00% | 100.00% | ' | ' | ||
Acquisition fee of contract purchase price | ' | 2.25% | ' | ' | ||
Percentage of contract purchase price paid acquisition fee, in cash | 2.00% | 2.00% | ' | ' | ||
Percentage of acquisition fee of contract purchase price for properties acquired paid in shares | 0.25% | 0.25% | ' | ' | ||
Per share amount of shares of common stock in which payment was made | $9 | ' | $9 | ' | ||
[1] | We own 100% of our properties acquired in 2014. | |||||
[2] | We own 100% of our property acquired subsequent to SeptemberB 30, 2014. | |||||
[3] | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. | |||||
[4] | Our advisor and its affiliates were paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25% of the contract purchase price which was paid as follows: (i) in cash equal to 2.00% of the contract purchase price and (ii) the remainder in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees. |