Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 11, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'Carter Validus Mission Critical REIT II, Inc. | ' |
Entity Central Index Key | '0001567925 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 3,611,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Real estate: | ' | ' |
Land | $762,210 | ' |
Buildings and improvements | 2,970,012 | ' |
Acquired intangible assets | 717,778 | ' |
Total real estate, gross | 4,450,000 | ' |
Less: accumulated depreciation and amortization | -33,777 | ' |
Total real estate, net | 4,416,223 | ' |
Cash and cash equivalents | 11,567,650 | 200,000 |
Other assets | 806,033 | ' |
Total assets | 16,789,906 | 200,000 |
Liabilities: | ' | ' |
Accounts payable due to affiliates | 1,057,031 | ' |
Accounts payable and other liabilities | 641,663 | ' |
Total liabilities | 1,698,694 | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.01 par value per share, 100,000,000 and 50,000,000 shares authorized; none outstanding, respectively | ' | ' |
Additional paid-in capital | 15,698,550 | 199,800 |
Accumulated deficit | -627,999 | ' |
Total stockholders' equity | 15,089,345 | 200,000 |
Noncontrolling interests | 1,867 | ' |
Total equity | 15,091,212 | 200,000 |
Total liabilities and stockholders' equity | 16,789,906 | 200,000 |
Class A shares [Member] | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, value, issued | 18,794 | 200 |
Class T shares [Member] | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, value, issued | ' | ' |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 100,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | ' |
Common stock, shares authorized | 500,000,000 | ' |
Class A shares [Member] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 250,000,000 | 300,000,000 |
Common stock, shares outstanding | 1,879,439 | 20,000 |
Class T shares [Member] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 250,000,000 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Revenue: | ' | ' |
Rental revenue | $65,084 | $65,084 |
Expenses: | ' | ' |
Rental expenses | 3,618 | 3,618 |
General and administrative expenses | 180,495 | 199,130 |
Acquisition related expenses | 268,738 | 305,298 |
Asset management fees | 5,589 | 5,589 |
Depreciation and amortization | 33,777 | 33,777 |
Total expenses | 492,217 | 547,412 |
Loss from operations | -427,133 | -482,328 |
Interest expense | 53,957 | 53,957 |
Consolidated net loss | -481,090 | -536,285 |
Net loss (income) attributable to noncontrolling interests in consolidated partnership | -428 | 111 |
Net loss attributable to common stockholders | ($481,518) | ($536,174) |
Distributions declared per common share | $0.14 | $0.38 |
Class A shares [Member] | ' | ' |
Weighted average number of common shares outstanding: | ' | ' |
Basic and diluted | 671,425 | 239,528 |
Net loss per common share attributable to common stockholders: | ' | ' |
Basic and diluted | ($0.72) | ($2.24) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement Of Stockholders' Equity (USD $) | Class A shares [Member] | Parent [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Common Stock [Member] | ||||||
Balance, at Dec. 31, 2013 | $200 | $200,000 | $199,800 | ' | ' | $200,000 |
Balance, shares at Dec. 31, 2013 | 20,000 | ' | ' | ' | ' | ' |
Issuance of common stock, shares | 1,857,228 | ' | ' | ' | ' | ' |
Issuance of common stock | 18,572 | 18,236,821 | 18,218,249 | ' | ' | 18,236,821 |
Issuance of common stock under the distribution reinvestment plan, shares | 2,211 | ' | ' | ' | ' | ' |
Issuance of common stock under the distribution reinvestment plan | 22 | 21,002 | 20,980 | ' | ' | 21,002 |
Issuance of noncontrolling interests | ' | ' | ' | ' | 2,000 | 2,000 |
Distributions to noncontrolling interests | ' | ' | ' | ' | -22 | -22 |
Commissions on sale of common stock and related dealer manager fees | ' | -1,522,835 | -1,522,835 | ' | ' | -1,522,835 |
Other offering costs | ' | -1,223,269 | -1,223,269 | ' | ' | -1,223,269 |
Stock-based compensation | ' | 5,625 | 5,625 | ' | ' | 5,625 |
Distributions declared to common stockholders | ' | -91,825 | ' | -91,825 | ' | -91,825 |
Net loss | ' | -536,174 | ' | -536,174 | -111 | -536,285 |
Balance, at Sep. 30, 2014 | $18,794 | $15,089,345 | $15,698,550 | ($627,999) | $1,867 | $15,091,212 |
Balance, shares at Sep. 30, 2014 | 1,879,439 | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement Of Cash Flows (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Cash flows from operating activities: | ' |
Consolidated net loss | ($536,285) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' |
Depreciation and amortization | 33,777 |
Amortization of deferred financing costs | 22,968 |
Stock-based compensation | 5,625 |
Changes in operating assets and liabilities: | ' |
Accounts payable and other liabilities | 274,911 |
Accounts payable due to affiliates | 11,344 |
Other assets | -53,861 |
Net cash used in operating activities | -241,521 |
Cash flows from investing activities: | ' |
Investment in real estate | -4,150,000 |
Investment in real estate - deposits | -300,000 |
Net cash used in investing activities | -4,450,000 |
Cash flows from financing activities: | ' |
Proceeds from credit facility | 2,892,500 |
Payments on credit facility | -2,892,500 |
Payments of deferred financing costs | -475,140 |
Offering costs on issuance of common stock | -1,700,417 |
Distributions to stockholders | -4,071 |
Proceeds from issuance of common stock | 18,236,821 |
Contributions from noncontrolling interests in Operating Partnership | 2,000 |
Distributions to noncontrolling interests in Operating Partnership | -22 |
Net cash provided by financing activities | 16,059,171 |
Net change in cash | 11,367,650 |
Cash and cash equivalents - Beginning of period | 200,000 |
Cash and cash equivalents - End of period | 11,567,650 |
Supplemental disclosure of non-cash transactions: | ' |
Common stock issued through distribution reinvestment plan | 21,002 |
Supplemental cash flow disclosure: | ' |
Interest paid | $5,036 |
Organization_and_Business_Oper
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2014 | |
Organization and Business Operations [Abstract] | ' |
Organization and Business Operations | ' |
Note 1—Organization and Business Operations | |
Carter Validus Mission Critical REIT II, Inc., or the Company, incorporated on January 11, 2013, is a newly formed Maryland corporation that intends to qualify as a real estate investment trust, or a REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes commencing with its taxable year ending December 31, 2014. For the period from January 11, 2013 through December 31, 2013, the Company had not begun principal operations. Substantially all of the Company’s business is expected to be conducted through Carter Validus Operating Partnership II, LP, a Delaware limited partnership, or the Operating Partnership, formed on January 10, 2013. The Company is the sole general partner of the Operating Partnership and Carter Validus Advisors II, LLC, or the Advisor, is the initial limited partner of the Operating Partnership. The Company owns a 99.99% interest in the Operating Partnership and the Advisor owns a .01% interest in the Operating Partnership. On January 31, 2013, the Company issued 20,000 shares of common stock in a private placement to Carter Validus REIT Management Company II, LLC, a Florida limited liability company, or the Sponsor, at a purchase price of $10.00 per share, for an aggregate purchase price of $200,000. Subsequently, the shares were reclassified as Class A shares of common stock. The Company contributed the proceeds from that sale to the Operating Partnership for 20,000 general partnership units of the Operating Partnership. | |
The Company is offering for sale a maximum of $2,350,000,000 in shares of common stock, consisting of up to $2,250,000,000 of shares in our primary offering and up to $100,000,000 of shares of common stock to be made available pursuant to the Company’s distribution reinvestment plan, or the DRIP, on a “best efforts” basis pursuant to a registration statement on Form S-11 filed with the Securities and Exchange Commission, or the SEC, under the Securities Act of 1933, as amended, or the Offering (Commission File Number: 333-191706, effective May 29, 2014). The Company is offering two classes of shares of common stock, Class A shares and Class T shares, in any combination with a dollar value up to the maximum offering amount. The initial offering price for the shares in the primary offering shall be $10.00 per Class A share and $9.574 per Class T share. | |
Pursuant to the escrow agreement by and among the Company, SC Distributors, LLC, or SC Distributors, the Dealer Manager of the Offering, and UMB Bank, N.A., as escrow agent, the Company was required to deposit all subscription proceeds in escrow until the Company received subscriptions aggregating $2,000,000, excluding subscriptions from affiliates and from residents of Pennsylvania and Washington. The Company satisfied these conditions on July 3, 2014. As of September 30, 2014, the Company had accepted investors’ subscriptions for and issued approximately 1,859,000 shares of Class A common stock (including shares of common stock issued pursuant to the DRIP) in the Offering, resulting in receipt of gross proceeds of approximately $18,258,000, before selling commissions and dealer-manager fees of approximately $1,523,000 and other offering costs of approximately $1,223,000. In addition, the Company has special escrow requirements for subscriptions from residents of Pennsylvania, the conditions of which, to date, have not been satisfied, and Washington, the conditions of which were satisfied on September 8, 2014. As of September 30, 2014, the Company had approximately $2,331,742,000 in Class A shares and Class T shares of common stock remaining in the Offering. | |
Substantially all of the Company’s business is managed by the Advisor. Carter Validus Real Estate Management Services II, LLC, or the Property Manager, an affiliate of the Advisor, serves as the Company’s property manager. SC Distributors serves as the dealer manager of the Offering. On August 29, 2014, Validus/Strategic Capital Partners (now Strategic Capital Management Holdings, LLC), the indirect parent of the Dealer Manager was acquired by RCS Capital Corp. There has been no impact to the operations of the Company as a result of this transaction. The Advisor, the Property Manager and the Dealer Manager receive fees for services related to the Offering, acquisition and operational stages and will receive fees during the liquidation stage. | |
The Company was formed to invest primarily in quality income-producing commercial real estate, with a focus on medical facilities and data centers, preferably with long-term net leases to investment grade and other creditworthy tenants, as well as to make other real estate investments that relate to such property types. Other real estate investments may include equity or debt interests, including securities, in other real estate entities. The Company also may originate or invest in real estate-related debt. The Company expects real estate-related debt originations and investments to be focused on first mortgage loans, but also may include real estate-related bridge loans, mezzanine loans and securitized debt. | |
Except as the context otherwise requires, “we,” “our,” “us,” and the “Company” refer to Carter Validus Mission Critical REIT II, Inc., the Operating Partnership and all wholly-owned subsidiaries. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||
Sep. 30, 2014 | |||
Summary of Significant Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
Note 2—Summary of Significant Accounting Policies | |||
The accompanying condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |||
Principles of Consolidation and Basis of Presentation | |||
The accompanying condensed consolidated unaudited financial statements include the accounts of the Company, the Operating Partnership, and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | |||
Use of Estimates | |||
The preparation of the financial statements and accompanying notes in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. 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. | |||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value. | |||
Investment in and Valuation of Real Estate and Related Assets | |||
Real estate costs related to the acquisition, development, construction and improvement of properties are capitalized. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset in determining the appropriate useful life. The Company anticipates the estimated useful lives of its assets by class as follows: | |||
Buildings and improvements | 15 – 40 years | ||
Tenant improvements | Shorter of lease term or expected useful life | ||
Tenant origination and absorption costs | Remaining term of related lease | ||
Furniture, fixtures, and equipment | 3 – 10 years | ||
Allocation of Purchase Price of Real Estate and Related Assets | |||
Upon the acquisition of real properties determined to be business combinations, the Company allocates the purchase price of properties to acquired tangible assets, consisting of land, buildings and improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases, based in each case on their estimated fair values. | |||
The fair values of the tangible assets of an acquired property (which includes land, buildings and improvements) are determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on management’s determination of the relative fair value of these assets. Management determines the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases, including leasing commissions and other related costs. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses during the expected lease-up periods based on current market conditions. | |||
The fair values of above-market and below-market in-place lease values will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease including any fixed rate bargain renewal periods, with respect to a below-market lease. The above-market and below-market lease values will be capitalized as intangible lease assets or liabilities. Above-market lease values will be amortized as an adjustment of rental income over the remaining terms of the respective leases. Below-market leases will be amortized as an adjustment of rental income over the remaining terms of the respective leases, including any fixed rate bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above-market and below-market in-place lease values relating to that lease would be recorded as an adjustment to rental income. | |||
The fair values of in-place leases include an estimate of direct costs associated with obtaining a new tenant, opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant include commissions, tenant improvements, and other direct costs and will be estimated based on management’s consideration of current market costs to execute a similar lease. These direct lease origination costs are included in real estate assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These lease intangibles are included in real estate assets in the accompanying condensed consolidated balance sheets and amortized to expense over the remaining terms of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed. | |||
Impairment of Long Lived Assets | |||
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets may not be recoverable, the Company assesses the recoverability of the assets by estimating whether the Company will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. If based on this analysis the Company does not believe that it will be able to recover the carrying value of the asset, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset. No impairment loss has been recorded to date. | |||
When developing estimates of expected future cash flows, the Company makes certain assumptions regarding future market rental income amounts subsequent to the expiration of current lease arrangements, property operating expenses, terminal capitalization and discount rates, the number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in the future cash flow analysis could result in a different determination of the property’s future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the carrying value of the real estate and related assets. | |||
Real Estate Escrow Deposits | |||
Real estate escrow deposits include funds held by escrow agents and others to be applied towards the purchase of real estate, which are included in other assets in the accompanying condensed consolidated balance sheets. | |||
Real Estate-Related Notes Receivables | |||
The Company may invest in real estate-related notes receivables that represent loans that the Company intends to hold to maturity. They will be classified as real estate-related notes receivables. Accordingly, these notes will be recorded at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and allowance for losses when a loan is determined to be impaired. Premiums, discounts, and net origination fees will be amortized or accreted as an adjustment to interest income using the effective interest method over the life of the loan. | |||
The Company will evaluate the collectability of both interest and principal on each real estate-related note receivable to determine whether it is collectible, primarily through the evaluation of credit quality indicators such as underlying collateral and payment history. A real estate-related note receivable will be considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. If a real estate-related note receivable is considered to be impaired, the amount of loss will be calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the real estate-related note receivable’s effective interest rate or to the value of the underlying collateral if the real estate-related note receivable is collateral dependent. | |||
Noncontrolling Interest in Operating Partnership | |||
The Company is the sole general partner of the Operating Partnership and the Advisor is the initial limited partner of the Operating Partnership. The Company owns a 99.99% interest in the Operating Partnership and the Advisor owns a .01% interest in the Operating Partnership. The Company consolidates the Operating Partnership and reports unaffiliated partners’ interests in the Operating Partnership as noncontrolling interests. Noncontrolling interests are reported within the equity section of the consolidated financial statements, and amounts attributable to controlling and noncontrolling interests are reported separately in the accompanying condensed consolidated statements of operations and accompanying condensed consolidated statement of stockholders’ equity. | |||
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts | |||
The Company recognizes revenue in accordance with ASC Topic 605, Revenue Recognition, or ASC 605. ASC 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. | |||
Rental Revenue | |||
In accordance with ASC Topic 840, Leases, minimum rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are credited or charged 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 605-45. ASC 605-45 requires that these reimbursements be recorded on a gross basis. The Company is the primary obligor with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and has credit risk. | |||
Tenant receivables and unbilled deferred rent receivables are carried net of the allowances for uncollectible current tenant receivables and unbilled deferred rent. An allowance will be maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company also maintains an allowance for deferred rent receivables arising from the straight-lining of rents. The Company’s 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, the Company did not have an allowance for uncollectible tenant receivables. | |||
Interest Income | |||
Interest income on performing real estate-related notes receivables will be accrued as earned. Interest income on an impaired real estate-related note receivable will be recognized on a cash basis. Fees related to the buy down of the interest rate will be deferred as prepaid interest income and amortized over the term of the loan as an adjustment to interest income using the effective interest method. Closing costs related to the purchase of the real estate-related note receivable will be amortized over the term of the loan and accreted as an adjustment against interest income using the effective interest method. | |||
Stock-Based Compensation | |||
The Company accounts for stock-based compensation based upon the estimated fair value of the share awards. Accounting for stock-based compensation requires the fair value of the awards to be amortized as compensation expense over the period for which the services relate and requires any dividend equivalents earned to be treated as dividends for financial reporting purposes. | |||
Earnings Per Share | |||
The Company calculates basic earnings per share by dividing net income (loss) for the period by the weighted average shares of its common stock outstanding for that period. Diluted earnings per share are computed based on the weighted average number of shares outstanding and all potentially dilutive securities. Shares of non-vested restricted common stock give rise to potentially dilutive shares of common stock. For the three and nine months ended September 30, 2014, there were 9,000 shares of non-vested shares of 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. | |||
Deferred Financing Costs | |||
Deferred financing costs are loan fees, legal fees and other third-party costs associated with obtaining financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity unless specific rules are met that would allow for the carryover of such costs to the refinanced debt. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined that the financing will not close. As of September 30, 2014, the Company’s deferred financing costs, net of accumulated amortization, were approximately $452,000 related to the Company’s credit facility agreement, which was entered into on July 31, 2014. Deferred financing costs are reported in other assets in the accompanying condensed consolidated balance sheets. | |||
Derivative Instruments and Hedging Activities | |||
The Company may enter into derivative contracts to add stability to future cash flows by managing its exposure to interest rate movements. The Company may utilize derivative instruments, including interest rate swaps, to effectively convert a portion of its variable rate debt to fixed rate debt. The Company will not enter into derivative instruments for speculative purposes. | |||
The Company will account for its derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging, or ASC 815, which requires companies to recognize all of its derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the statements of operations during the current period. | |||
In accordance with ASC 815, the Company will designate interest rate swap contracts as cash flow hedges of floating-rate borrowings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument will be reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instruments will be recognized in the statements of operations during the current period. | |||
Reportable Segments | |||
ASC 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. As of September 30, 2014, 100% of the Company’s consolidated revenues were generated from one real estate investment consisting of a single tenant in one geographic area. The Company’s chief operating decision maker evaluates operating performance on an overall portfolio wide level; therefore, the Company reports one reportable segment. | |||
Concentration of Credit Risk and Significant Leases | |||
As of September 30, 2014, the Company had cash on deposit in one financial institution which had deposits in excess of current federally insured levels totaling approximately $11,010,000. The Company limits its cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits. To date, the Company has experienced no loss or lack of access to cash in its accounts. Concentration of credit risk with respect to accounts receivable from tenants is limited. | |||
As of September 30, 2014, the Company owned real estate in one metropolitan statistical area, or MSA, which accounted for 100% of rental revenue. The property is located in the Houston-The Woodlands-Sugarland, Texas area. | |||
As of September 30, 2014, the Company had one tenant, Cy Fair Surgery Center, Ltd., that accounted for 100% of rental revenue. | |||
Stockholders’ Equity | |||
The Company’s charter authorizes the issuance of up to 600,000,000 shares of stock, consisting of 500,000,000 shares of common stock, $0.01 par value per share, and 100,000,000 shares of preferred stock, $0.01 par value per share. The company intends to issue $2,250,000,000 in Class A and Class T shares of common stock in its primary offering, and $100,000,000 in Class A and Class T shares of common stock pursuant to the DRIP at 95% of the purchase price per share. Other than the different fees with respect to each class and the payment of a distribution fee out of cash otherwise distributable to Class T stockholders, Class A shares and Class T shares have identical rights and privileges, such as identical voting rights. The net proceeds from the sale of the two classes of shares will be commingled for investment purposes and all earnings from all of the investments will proportionally accrue to each share regardless of the class. | |||
The shares of common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive distributions as may be authorized by the Company’s board of directors, to receive all assets available for distribution to stockholders in accordance with the Maryland General Corporation Law and to all other rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences, preemptive, conversion, exchange, sinking fund or redemption rights. | |||
The charter authorizes the Company’s board of directors, without stockholder approval, to designate and issue one or more classes or series of preferred stock and to set or change the voting, conversion or other rights, preferences, restrictions, limitations as to dividends or other distributions and qualification or terms or conditions of redemption of each class of stock so issued. | |||
Distribution Policy and Distributions Payable | |||
The Company intends to elect to be taxed as a REIT and to operate as a REIT beginning with its taxable year ending December 31, 2014. To qualify and maintain its qualification as a REIT, the Company intends to make distributions each taxable year equal to at least 90% of its REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). On July 16, 2014, the board of directors of the Company approved and authorized a daily distribution to the Company’s stockholders of record as of the close of business on each day of the period commencing on the closing date of the first property acquisition and ending on August 31, 2014. On July 31, 2014, the Company acquired the Cy Fair Surgical Center, its first property acquisition. Therefore, the previously declared distributions began on July 31, 2014, and were calculated based on 365 days in the calendar year. The distributions were equal to $0.001753425 per share of Class A and Class T common stock, which is equal to an annualized rate of 6.4% per share of Class A and Class T common stock. Distributions are aggregated and paid in cash monthly in arrears. | |||
On August 1, 2014, the board of directors of the Company approved and authorized a daily distribution to the Company’s stockholders of record as of the close of business on each day of the period commencing on September 1, 2014 and ending on November 30, 2014. The distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001753425 per share of Class A and Class T common stock. Distributions are aggregated and paid in cash monthly in arrears. | |||
As of September 30, 2014, the Company paid aggregate distributions, since inception, of approximately $25,000 ($4,000 in cash and $21,000 of which were reinvested in shares of common stock pursuant to the DRIP). Distributions are payable to stockholders from legally available funds therefor. As of September 30, 2014, the Company had distributions payable of approximately $67,000. The distributions were paid on October 1, 2014, of which approximately $21,000 was paid in cash and approximately $46,000 was reinvested in shares of common stock pursuant to the DRIP. | |||
Distributions to stockholders will be determined by the board of directors of the Company and will be dependent upon a number of factors relating to the Company, including funds available for the payment of distributions, financial condition, the timing of property acquisitions, capital expenditure requirements, and annual distribution requirements in order to maintain the Company’s status as a REIT under the Code. | |||
Income Taxes | |||
The Company intends to elect and qualify to be taxed as a REIT, commencing with its taxable year ending December 31, 2014. Accordingly, it will generally not be subject to corporate U.S. federal or state income tax to the extent that it makes qualifying distributions to stockholders, and provided it satisfies, on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution and stock ownership tests. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year in which it lost its REIT qualification, unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Accordingly, failure to qualify as a REIT could have a material adverse impact on the results of operations and amounts available for distributions to stockholders. | |||
The dividends paid deduction of a REIT for qualifying dividends paid to its stockholders is computed using the Company’s taxable income as opposed to net income reported in the financial statements. Taxable income, generally, will differ from net income reported in the financial statements because the determination of taxable income is based on tax provisions and not financial accounting principles. | |||
The Company has concluded that there was no impact related to uncertain tax provisions from results of operations of the Company for the three and nine months ended September 30, 2014. The United States of America is the major jurisdiction for the Company, and the earliest tax year subject to examination will be 2014. | |||
Recently Issued Accounting Pronouncements | |||
In April 2014, the Financial Accounting Standards Board, or the FASB, issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 changes the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the company’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. Additionally, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The adoption of ASU 2014-08 is effective prospectively for reporting periods beginning on or after December 15, 2014. The Company does not expect the adoption of ASU 2014-08 to have a material effect on the Company’s condensed consolidated financial statements. | |||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, or ASU 2014-09. The objective of ASU 2014-09 is to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The adoption of ASU 2014-09 is effective retrospectively for reporting periods beginning after December 15, 2016. Early adoption of ASU 2014-09 is not permitted. The Company is in the process of evaluating the impact ASU 2014-09 will have on the Company’s condensed consolidated financial statements. | |||
Business_Combinations
Business Combinations | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
Note 3 — Business Combinations | |||||||||
During the nine months ended September 30, 2014, the Company completed the acquisition of 100% fee simple interest in one property (a medical facility) comprised of one building that was determined to be a business combination. The aggregate purchase price of the acquisition was $4,450,000, plus closing costs. The Company financed the purchase of the Cy Fair Surgical Center using net proceeds from the Offering and the KeyBank Credit Facility (as defined in Note 7—“Credit Facility”). | |||||||||
The following table summarizes the acquisition completed during the nine months ended September 30, 2014: | |||||||||
Date | Ownership | ||||||||
Property Description | Acquired | Percentage | |||||||
Cy Fair Surgical Center | 7/31/14 | 100% | |||||||
The Company reimburses the Advisor, or its affiliates, for acquisition expenses related to selecting, evaluating, acquiring and investing in properties. 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 of a certain acquisition, unless fees in excess of such limits are approved by a majority of the Company disinterested directors, including a majority of its independent directors. During the nine months ended September 30, 2014, the Company incurred aggregate non-recurring charges related to acquisition fees and costs of approximately $189,000 related to its acquisition of the Cy Fair Surgical Center, which did not exceed 6.0% of the contract purchase price of the property acquisition. | |||||||||
Results of operations for the acquisition determined to be a business combination is reflected in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2014 for the period subsequent to the acquisition date of the property. For the period from the acquisition date through September 30, 2014, the Company recognized approximately $65,000 of revenues and net loss of approximately $167,000 for its business combination acquisition. | |||||||||
The following table summarizes management’s allocation of the fair value of the acquisition determined to be a business combination during the nine months ended September 30, 2014 (amounts are rounded): | |||||||||
Cy Fair Surgical Center | |||||||||
Land | $ | 762,000 | |||||||
Buildings and improvements | 2,672,000 | ||||||||
In-place leases | 718,000 | ||||||||
Tenant improvements | 298,000 | ||||||||
Total assets acquired | $ | 4,450,000 | |||||||
Assuming the business combination described above had occurred on January 1, 2014, pro forma revenues, net income and net income attributable to common stockholders would have been as follows for the three and nine month periods below (amounts are rounded): | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2014 | 2014 | ||||||||
Pro forma basis: | |||||||||
Revenues | $ | 96,000 | $ | 193,000 | |||||
Net loss | $ | -192,000 | $ | -169,000 | |||||
Net loss attributable to common stockholders | $ | -193,000 | $ | -169,000 | |||||
The pro forma information for the three and nine months ended September 30, 2014 was adjusted to exclude approximately $153,000 and $189,000, respectively, of acquisition expenses recorded related to its real estate investments. The pro forma information may not be indicative of what actual results of operations would have been had the transaction occurred at the beginning of 2014, nor is it necessarily indicative of future operating results. | |||||||||
Acquired_Intangible_Assets_Net
Acquired Intangible Assets, Net | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Acquired Intangible Assets, Net [Abstract] | ' | ||||
Acquired Intangible Assets, Net | ' | ||||
Note 4 — Acquired Intangible Assets, Net | |||||
Acquired intangible assets, net, which are included in real estate in the accompanying condensed consolidated balance sheets, consisted of the following as of September 30, 2014 (amounts are rounded): | |||||
30-Sep-14 | |||||
In-place leases, net of accumulated amortization of $14,000 (with a weighted average remaining life of 10.8 years) | $ | 704,000 | |||
$ | 704,000 | ||||
Other_Assets
Other Assets | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Other Assets [Abstract] | ' | |||
Other Assets | ' | |||
Note 5 — Other Assets | ||||
Other assets consisted of the following as of September 30, 2014 (amounts are rounded): | ||||
30-Sep-14 | ||||
Deferred financing costs, net of accumulated | ||||
amortization of $23,000 | $ | 452,000 | ||
Real estate escrow deposits | 300,000 | |||
Accounts receivable | 33,000 | |||
Prepaid assets | 21,000 | |||
$ | 806,000 | |||
Future_Minimum_Rent
Future Minimum Rent | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Future Minimum Rent [Abstract] | ' | |||
Future Minimum Rent | ' | |||
Note 6 — Future Minimum Rent | ||||
The Company’s real estate asset is leased to one tenant under an operating lease. The lease has provisions to extend the lease agreement. The Company retains substantially all of the risks and benefits of ownership of the real asset leased to the tenant. As of September 30, 2014, the remaining lease term was 10.8 years. | ||||
The future minimum rental income from the Company’s investment in real estate under the non-cancelable operating lease for the three months ending December 31, 2014, and for each of the next four years ending December 31 and thereafter, are as follows (amounts are rounded): | ||||
Year | Amount | |||
Three months ending December 31, 2014 | $ | 95,000 | ||
2015 | 379,000 | |||
2016 | 379,000 | |||
2017 | 379,000 | |||
2018 | 379,000 | |||
Thereafter | 2,493,000 | |||
$ | 4,104,000 | |||
Credit_Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2014 | |
Credit Facility [Abstract] | ' |
Credit Facility | ' |
Note 7 — Credit Facility | |
On July 31, 2014, the Operating Partnership entered into a credit agreement with KeyBank National Association, or KeyBank, to obtain a secured revolving credit facility in an aggregate maximum principal amount of $35,000,000, or the KeyBank Credit Facility. The KeyBank Credit Facility is evidenced by a promissory note in the principal amount of $35,000,000, a credit agreement, a guaranty agreement, a contribution agreement, and a hazardous materials indemnity agreement, or collectively, the KeyBank Credit Facility Agreement. The proceeds of loans made under the KeyBank Credit Facility may be used to finance the purchase of properties, for tenant improvements and leasing commissions with respect to real estate, for repayment of indebtedness, for capital expenditures with respect to real estate, and for general corporate and working capital purposes. The KeyBank Credit Facility matures on July 31, 2017 and may be extended by one 12-month period subject to the satisfaction of certain conditions, including payment of an extension fee. | |
During the initial and extended term of the KeyBank Credit Facility Agreement, any loan made under the KeyBank Credit Facility shall bear interest at per annum rates equal to either: (a) the London Interbank Offered Rate, plus an applicable margin ranging from 2.00% to 3.25%, which is determined based on the overall leverage of the Operating Partnership or (b) a base rate which means, for any day, a fluctuating rate per annum equal to the prime rate for such day plus an applicable margin ranging from 1.00% to 2.25%, which is determined based on the overall leverage of the Operating Partnership. In addition to interest, the Operating Partnership is required to pay a fee on the unused portion of the lenders’ commitments under the KeyBank Credit Facility Agreement at a per annum rate equal to 0.30% if the average daily amount outstanding under the KeyBank Credit Facility is less than 50% of the lenders’ commitments or 0.20% if the average daily amount outstanding under the KeyBank Credit Facility is greater than 50% of the lenders’ commitments, and the unused fee is payable quarterly in arrears. | |
The actual amount of credit available under the KeyBank Credit Facility is a function of certain loan-to-cost, loan-to-value, debt yield and debt service coverage ratios contained in the KeyBank Credit Facility Agreement. The initial credit available for the Operating Partnership to borrow under the KeyBank Credit Facility will be a maximum principal amount of $2,893,000 and will increase if the Operating Partnership adds additional properties to the collateral pool to secure the KeyBank Credit Facility. Additional financial institutions are expected to become lenders under the KeyBank Credit Facility and, subject to certain conditions, the KeyBank Credit Facility can be increased up to $300,000,000. The obligations of the Operating Partnership with respect to the KeyBank Credit Facility Agreement are guaranteed by the Company, including but not limited to, the payment of any outstanding indebtedness under the KeyBank Credit Facility Agreement and all terms, conditions and covenants of the KeyBank Credit Facility Agreement, as further discussed below. | |
The KeyBank Credit Facility 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 the Operating Partnership and its subsidiaries that own properties that serve as collateral for the KeyBank Credit Facility, limitations on the nature of the Operating Partnership’s business, and limitations on distributions by the Company, the Operating Partnership and its subsidiaries. The KeyBank Credit Facility Agreement imposes the following financial covenants, which are specifically defined in the KeyBank Credit Facility Agreement, on the Operating Partnership: (a) maximum ratio of indebtedness to gross asset value; (b) minimum ratio of adjusted consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges; (c) minimum tangible net worth; (d) minimum liquidity thresholds; (e) minimum quarterly equity raise; (f) minimum weighted average remaining lease term of properties in the collateral pool; (g) minimum debt yield; and (h) minimum number of properties in the collateral pool. | |
On July 31, 2014, in connection with the Company’s acquisition of the Cy Fair Surgical Center, the Operating Partnership, through a wholly-owned subsidiary, entered into an assignment of leases and rents with KeyBank to add the Cy Fair Surgical Center to the collateral pool of the KeyBank Credit Facility, which increased the Operating Partnership’s borrowing base availability under the KeyBank Credit Facility by approximately $2,893,000. The Operating Partnership also pledged a security interest in the Cy Fair Surgical Center as collateral to secure the KeyBank Credit Facility pursuant to a deed of trust, dated July 31, 2014. During the nine months ended September 30, 2014, the Company borrowed and repaid approximately $2,893,000 under the KeyBank Credit Facility. As of September 30, 2014, the Company had an aggregate borrowing base availability of approximately $2,893,000. | |
RelatedParty_Transactions_and_
Related-Party Transactions and Arrangements | 9 Months Ended | |||||
Sep. 30, 2014 | ||||||
Related-Party Transactions and Arrangements [Abstract] | ' | |||||
Related-Party Transactions and Arrangements | ' | |||||
Note 8 — Related-Party Transactions and Arrangements | ||||||
The Company pays the Dealer Manager selling commissions of up to 7.0% of the gross offering proceeds per Class A share and up to 3.0% of gross offering proceeds per Class T share. All sales commissions are expected to be re-allowed to participating broker-dealers. The Company will not pay selling commissions with respect to shares of any class sold pursuant to the DRIP. In addition, the Company pays the Dealer Manager a dealer manager fee of up to 3.0% of gross offering proceeds from the sale of Class A and Class T shares, provided, however that the dealer manager fee the Company pays on the Class T shares may be changed in the future. The dealer manager fee may be partially re-allowed to participating broker-dealers. No dealer manager fees will be paid in connection with purchases of shares made pursuant to the DRIP. For the three and nine months ended September 30, 2014, the Company paid the Dealer Manager approximately $1,523,000 for selling commissions and dealer manager fees in connection with the Offering. | ||||||
The Company will pay the Dealer Manager a distribution fee with respect to its Class T shares that are sold in the Offering that accrues daily in an amount equal to 1/365th of .80% of the amount of the purchase price per share (or, once reported, the net asset value per share for such day) on a continuous basis from year to year. Termination of such payment will commence on the earlier to occur of the following: (i) a listing of the Class T shares on a national securities exchange, (ii) following the completion of the Offering, total underwriting compensation in the Offering equaling 10% of the gross proceeds from the primary portion of the Offering, or (iii) such Class T shares no longer being outstanding. The Dealer Manager may re-allow the distribution fee to participating broker-dealers and servicing broker-dealers. The distribution fee will be paid monthly in arrears. The distribution fee will not be payable with respect to Class T shares issued under the DRIP. The Company will not pay a distribution fee with respect to Class A shares. For the three and nine months ended September 30, 2014, the Company did not incur any distribution fees to the Dealer Manager. | ||||||
The Company reimburses the Advisor and its affiliates for organization and offering expenses it incurs on the Company’s behalf, but only to the extent the reimbursement would not cause the selling commissions, dealer manager fees, distribution fees and other organization and offering expenses to exceed 15% of the gross offering proceeds of the Offering. The Company expects that organization and offering expenses (other than selling commissions, dealer manager fees, and distribution fees) will be approximately 1.25% of the gross offering proceeds. As of September 30, 2014, the Advisor incurred approximately $2,724,000 on the Company’s behalf in offering costs. The Company reimbursed approximately $197,000 in offering expenses to the Advisor, or its affiliates, and accrued approximately $1,046,000 of other organization and offering expenses, the total of which represents the Company’s maximum liability for other organization and offering costs as of September 30, 2014. Other organization expenses will be expensed as incurred and offering expenses will be charged to stockholders’ equity as such amounts are reimbursed to the Advisor. | ||||||
The Company pays to the Advisor 2.0% of the contract purchase price of each property or asset acquired and 2.0% of the amount advanced with respect to a mortgage loan. The total amount of all acquisition fees and expenses are limited to 6.0% of the contract purchase price of the property or in the case of a mortgage loan, 6.0% of funds advanced. The contract purchase price is the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a property or the amount of funds advanced with respect to a mortgage loan, exclusive of acquisition fees and acquisition expenses. For the three and nine months ended September 30, 2014, the Company paid approximately $89,000 in acquisition fees to the Advisor, or its affiliates. | ||||||
The Company reimburses the Advisor for acquisition expenses incurred in connection with the selection and acquisition of properties or other real estate-related investments (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses, costs of real estate due diligence, appraisals, non-refundable option payments on property not acquired, travel and communications expenses, accounting fees and expenses and title insurance premiums, whether or not the property was acquired. The total amount of all acquisition fees and expenses are limited to 6.0% of the contract purchase price of the property or in the case of a mortgage loan, 6.0% of funds advanced. The Company expects these expenses will be approximately 0.75% of the purchase price of each property or real estate-related investment. For the three and nine months ended September 30, 2014, the Company incurred approximately $180,000 and $216,000, respectively, in acquisition expenses to the Advisor, or its affiliates. | ||||||
The Company will pay to the Advisor an asset management fee calculated on a monthly basis in an amount equal to 1/12th of 0.75% of gross assets (including amounts borrowed) which is payable monthly in arrears. The Advisor may, in its sole discretion, choose to take any monthly asset management fee in the form of subordinated restricted Class B Units of the Operating Partnership. In the event the Advisor chooses to be compensated in Class B Units, then the Operating Partnership will, within 30 days after the end of the applicable month (subject to the approval of the board of directors), issue a number of restricted Class B Units to the Advisor equal to: (i) the cost of assets multiplied by 0.0625% (or the lower of the cost of assets and the applicable quarterly net asset value, or NAV, multiplied by 0.0625%, once the Company begins calculating NAV) divided by (ii) the value of one Class A share of common stock as of the last day of such calendar month, which will be the offering price, less selling commissions and dealer manager fees, until such time as the Company calculates NAV, when it will then be the per share NAV for Class A shares. The Advisor will be entitled to receive certain distributions of net sales proceeds on the vested and unvested Class B Units it receives in connection with its assets management services at the same rate as distributions received on the Company’s common stock. Such distributions will be in addition to the incentive fees the Advisor and its affiliates may receive from the Company, including, without limitation the subordinated participation in net sales proceeds, the subordinated incentive listing distribution or the subordinated distribution upon termination of the advisory agreement, as applicable. | ||||||
Class B Units are subject to forfeiture until such time as: (a) the value of the Operating Partnership’s assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pretax, non-compounded annual return thereon, or the economic hurdle; (b) any one of the following events occurs concurrently with or subsequently to the achievement of the economic hurdle described above: (i) a listing of the Company’s common stock on a national securities exchange; (ii) a transaction to which the Company or the Operating Partnership shall be a party, as a result of which operating partnership units or common stock shall be exchanged for or converted into the right, or the holders of such securities shall otherwise be entitled, to receive cash, securities or other property or any combination thereof; or (iii) the termination of the advisory agreement without cause; and (c) the advisor pursuant to the advisory agreement is providing services to the Company immediately prior to the occurrence of an event of the type described in clause (b) above, unless the failure to provide such services is attributable to the termination without cause of the advisory agreement by an affirmative vote of a majority of the Company’s independent directors after the economic hurdle described above has been met. Any outstanding Class B Units will be forfeited immediately if the advisory agreement is terminated for any reason other than a termination without cause. Any outstanding Class B Units will be forfeited immediately if the advisory agreement is terminated without cause by an affirmative vote of a majority of the Company’s board of directors before the economic hurdle described above has been met. For the three and nine months ended September 30, 2014, the Company incurred approximately $6,000 in asset management fees. For the three and nine months ended September 30, 2014, the Company did not issue any Class B Units. | ||||||
In connection with the rental, leasing, operation and management of the Company’s properties, the Company pays the Property Manager and its affiliates aggregate fees equal to 3.0% of gross revenues from the properties managed. The Company will reimburse the Property Manager and its affiliates for property-level expenses that any of them pay or incur on the Company’s behalf, including salaries, bonuses and benefits of persons employed by the Property Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as one of its executive officers. The Property Manager and its affiliates may subcontract the performance of their duties to third parties and pay all or a portion of the property management fee to the third parties with whom they contract for these services. If the Company contracts directly with third parties for such services, it will pay them customary market fees and will pay the Property Manager an oversight fee equal to 1.0% of the gross revenues of the property managed. In no event will the Company pay the Property Manager or any affiliate both a property management fee and an oversight fee with respect to any particular property. The Company also may pay the Property Manager a separate fee for the one-time initial rent-up or leasing-up of newly constructed properties 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 and which is typically less than $1,000. For the three and nine months ended September 30, 2014, the Company incurred approximately $2,000 in property management fees to the Property Manager. | ||||||
For acting as general contractor and/or construction manager to supervise or coordinate projects or to provide major repairs or rehabilitation on our properties, the Company may pay the Property Manager up to 5.0% of the cost of the projects, repairs and/or rehabilitation, as applicable. As of September 30, 2014, the Company did not incur any construction management fees. | ||||||
The Company will reimburse the Advisor at the end of each fiscal quarter for operating expenses incurred on its behalf. Expenses in excess of the operating expenses in the four immediately preceding quarters that exceeds the greater of (a) 2.0% of average invested assets or (b) 25% of net income, subject to certain adjustments, will not be reimbursed unless the independent directors determine such excess expenses are justified. Additionally, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or disposition fees. As of September 30, 2014, the Company had incurred total operating expenses in the four consecutive fiscal quarters then ended that exceeded the 2%/25% guidelines by $99,000, or the Excess Amount. On November 6, 2014 the board of directors, including all of the independent directors, determined that the Excess Amount was due to unusual and nonrecurring factors associated with the start-up costs related to the Company’s launch, such as nonscalable costs of legal fees, auditing fees, reporting fees, board of directors’ compensation and other direct general and administrative costs. The board of directors determined that these costs were incurred in 2014, and that the Company’s amount of capital raised and investments have progressed since then to a satisfactory degree. Therefore, the board of directors deemed the circumstances surrounding the Excess Amount sufficient to justify reimbursing the Advisor for direct expenses, including but not limited to start-up costs as well as direct general and administrative expenses associated with the organization of the Company and the registration and commencement of the Offering. For the three and nine months ended September 30, 2014, the Advisor incurred approximately $98,000 and $116,000, respectively, in general and administrative expenses on the Company’s behalf. For the three and nine months ended September 30, 2014, the Advisor waived, without recourse, approximately $76,000 and $86,000, respectively, in administrative service expenses, including payroll-related expenses. The Advisor has not agreed to waive any future costs. | ||||||
The Company will pay its Advisor, or its affiliates, if it provides a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of properties, a disposition fee, up to the lesser of 1.0% of the contract sales price and one-half of the total brokerage commission paid if a third party broker is also involved, without exceeding the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission. As of September 30, 2014, the Company did not incur any disposition fees to the Advisor, or its affiliates. | ||||||
The Advisor will receive 15% of the remaining net sale proceeds after return of capital contributions plus payment to investors of a 6.0% annual cumulative, non-compounded return on the capital contributed by investors. As of September 30, 2014, the Company did not incur any subordinated sale fees to the Advisor, or its affiliates. | ||||||
Upon termination or non-renewal of the advisory agreement with or without cause, the Advisor will be entitled to receive distributions from the Operating Partnership equal to 15% of the amount by which the sum of the Company’s adjusted market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, non-compounded return to investors. In addition, the Advisor may elect to defer its right to receive a subordinated distribution upon termination until either shares of the Company’s common stock are listed and traded on a national securities exchange or another liquidity event occurs. As of September 30, 2014, the Company did not incur any subordinated termination fees to the Advisor, or its affiliates. | ||||||
Accounts Payable Due to Affiliates | ||||||
The following amounts were outstanding due to affiliates as of September 30, 2014 (amounts are rounded): | ||||||
Entity | Fee | 30-Sep-14 | ||||
Carter Validus Advisors II, LLC and its affiliates | Asset management fees | 6,000 | ||||
Carter Validus Real Estate Management Services II, LLC | Property management fees | 1,000 | ||||
Carter Validus Advisors II, LLC and its affiliates | General and administrative costs | 4,000 | ||||
Carter Validus Advisors II, LLC and its affiliates | Offering costs | 1,046,000 | ||||
$ | 1,057,000 | |||||
Accounts_Payable_and_Other_Lia
Accounts Payable and Other Liabilities | 9 Months Ended | ||
Sep. 30, 2014 | |||
Accounts Payable and Other Liabilities [Abstract] | ' | ||
Accounts Payable and Other Liabilities | ' | ||
Note 9 — Accounts Payable and Other Liabilities | |||
Accounts payable and other liabilities, as of September 30, 2014 were comprised of the following (amounts are rounded): | |||
30-Sep-14 | |||
Accounts payable | $ | 7,000 | |
Accrued interest expense | 26,000 | ||
Accrued other expenses | 541,000 | ||
Accrued insurance expenses | 1,000 | ||
Dividends payable | 67,000 | ||
$ | 642,000 | ||
Economic_Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2014 | |
Economic Dependency [Abstract] | ' |
Economic Dependency | ' |
Note 10 — Economic Dependency | |
The Company is dependent on the Advisor and the Dealer Manager for certain services that are essential to the Company, including the sale of the Company’s shares of common and preferred stock available for issue; the identification, evaluation, negotiation, purchase and disposition of properties and other investments; the management of the daily operations of the Company’s real estate portfolio; and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services, the Company will be required to obtain such services from other sources. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
Note 11 — Commitments and Contingencies | |
Litigation | |
In the ordinary course of business, the Company may become subject to litigation or claims. As of September 30, 2014, there were, and currently there are, no material pending legal proceedings to which the Company is a party. | |
Related-Party Transactions | |
See Note 8—“Related-Party Transactions and Arrangements” for disclosures of related-party transactions. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 12 — Subsequent Events | |
Distributions paid | |
On October 1, 2014, the Company paid aggregate distributions of approximately $67,000 ($21,000 in cash and $46,000 in shares of the Company’s common stock pursuant to the DRIP), which related to distributions declared for each day in the period from September 1, 2014 through September 30, 2014. On November 3, 2014, the Company paid aggregate distributions of approximately $131,000 ($53,000 in cash and $78,000 in shares of the Company’s common stock pursuant to the DRIP), which related to distributions declared for each day in the period from October 1, 2014 through October 31, 2014. | |
Acquisition of Mercy Healthcare Facility | |
On October 29, 2014, the Company completed the acquisition of a 100% fee simple interest in an integrated medical facility, or the Mercy Healthcare Facility, for a purchase price of $4,100,000, plus closing costs. The Company financed the purchase of the Mercy Healthcare Facility using net proceeds from the Offering. The Mercy Healthcare Facility is leased to a single tenant. With respect to this acquisition, the Company has not completed its initial fair value-based purchase allocation; it is therefore impractical to provide pro-forma information. | |
Increase in Borrowing Base Availability Under the KeyBank Credit Facility | |
On October 29, 2014, the Company added the Mercy Healthcare Facility to the collateral pool of the KeyBank Credit facility, which increased the borrowing base availability under the KeyBank Credit Facility by approximately $2,665,000. As of November 11, 2014, the aggregate borrowing base availability was $5,557,500 under the KeyBank Credit Facility. | |
Distributions Declared | |
On November 6, 2014, the board of directors of the Company approved and declared a distribution to the Company’s stockholders of record as of the close of business on each day of the period commencing on December 1, 2014 and ending on February 28, 2015. The distributions will be calculated based on 365 days in the calendar year and equal to $0.001753425 per share of Class A and Class T common stock. The distributions declared for each record date in the December 2014, January 2015 and February 2015 periods will be paid in January 2015, February 2015 and March 2015, respectively. As of November 11, 2014, there were no shares of Class T common stock outstanding. The distributions will be payable to stockholders from legally available funds therefor. | |
Status of the Offering | |
As of November 11, 2014, the Company had accepted investors’ subscriptions for and issued approximately 3,591,000 shares of Class A common stock in the Offering, resulting in receipt of gross proceeds of approximately $35,466,000, including shares of its common stock issued pursuant to its DRIP. In addition, the Company has special escrow requirements for subscriptions from residents of Pennsylvania, the conditions of which, to date, have not been satisfied. As of November 11, 2014, the Company had approximately $2,314,534,000 in Class A shares and Class T shares of common stock remaining in the Offering. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policy) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Summary of Significant Accounting Policies [Abstract] | ' | ||
Principles of Consolidation and Basis of Presentation | ' | ||
Principles of Consolidation and Basis of Presentation | |||
The accompanying condensed consolidated unaudited financial statements include the accounts of the Company, the Operating Partnership, and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | |||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of the financial statements and accompanying notes in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. 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. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value. | |||
Investment in and Valuation of Real Estate and Related Assets | ' | ||
Investment in and Valuation of Real Estate and Related Assets | |||
Real estate costs related to the acquisition, development, construction and improvement of properties are capitalized. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset in determining the appropriate useful life. The Company anticipates the estimated useful lives of its assets by class as follows: | |||
Buildings and improvements | 15 – 40 years | ||
Tenant improvements | Shorter of lease term or expected useful life | ||
Tenant origination and absorption costs | Remaining term of related lease | ||
Furniture, fixtures, and equipment | 3 – 10 years | ||
Allocation of Purchase Price of Real Estate and Related Assets | ' | ||
Allocation of Purchase Price of Real Estate and Related Assets | |||
Upon the acquisition of real properties determined to be business combinations, the Company allocates the purchase price of properties to acquired tangible assets, consisting of land, buildings and improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases, based in each case on their estimated fair values. | |||
The fair values of the tangible assets of an acquired property (which includes land, buildings and improvements) are determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on management’s determination of the relative fair value of these assets. Management determines the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases, including leasing commissions and other related costs. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses during the expected lease-up periods based on current market conditions. | |||
The fair values of above-market and below-market in-place lease values will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease including any fixed rate bargain renewal periods, with respect to a below-market lease. The above-market and below-market lease values will be capitalized as intangible lease assets or liabilities. Above-market lease values will be amortized as an adjustment of rental income over the remaining terms of the respective leases. Below-market leases will be amortized as an adjustment of rental income over the remaining terms of the respective leases, including any fixed rate bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above-market and below-market in-place lease values relating to that lease would be recorded as an adjustment to rental income. | |||
The fair values of in-place leases include an estimate of direct costs associated with obtaining a new tenant, opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant include commissions, tenant improvements, and other direct costs and will be estimated based on management’s consideration of current market costs to execute a similar lease. These direct lease origination costs are included in real estate assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These lease intangibles are included in real estate assets in the accompanying condensed consolidated balance sheets and amortized to expense over the remaining terms of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed. | |||
Impairment of Long Lived Assets | ' | ||
Impairment of Long Lived Assets | |||
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets may not be recoverable, the Company assesses the recoverability of the assets by estimating whether the Company will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. If based on this analysis the Company does not believe that it will be able to recover the carrying value of the asset, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset. No impairment loss has been recorded to date. | |||
When developing estimates of expected future cash flows, the Company makes certain assumptions regarding future market rental income amounts subsequent to the expiration of current lease arrangements, property operating expenses, terminal capitalization and discount rates, the number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in the future cash flow analysis could result in a different determination of the property’s future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the carrying value of the real estate and related assets. | |||
Real Estate Escrow Deposits | ' | ||
Real Estate Escrow Deposits | |||
Real estate escrow deposits include funds held by escrow agents and others to be applied towards the purchase of real estate, which are included in other assets in the accompanying condensed consolidated balance sheets. | |||
Real Estate-Related Notes Receivables | ' | ||
Real Estate-Related Notes Receivables | |||
The Company may invest in real estate-related notes receivables that represent loans that the Company intends to hold to maturity. They will be classified as real estate-related notes receivables. Accordingly, these notes will be recorded at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and allowance for losses when a loan is determined to be impaired. Premiums, discounts, and net origination fees will be amortized or accreted as an adjustment to interest income using the effective interest method over the life of the loan. | |||
The Company will evaluate the collectability of both interest and principal on each real estate-related note receivable to determine whether it is collectible, primarily through the evaluation of credit quality indicators such as underlying collateral and payment history. A real estate-related note receivable will be considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. If a real estate-related note receivable is considered to be impaired, the amount of loss will be calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the real estate-related note receivable’s effective interest rate or to the value of the underlying collateral if the real estate-related note receivable is collateral dependent. | |||
Noncontrolling Interest in Operating Partnership | ' | ||
Noncontrolling Interest in Operating Partnership | |||
The Company is the sole general partner of the Operating Partnership and the Advisor is the initial limited partner of the Operating Partnership. The Company owns a 99.99% interest in the Operating Partnership and the Advisor owns a .01% interest in the Operating Partnership. The Company consolidates the Operating Partnership and reports unaffiliated partners’ interests in the Operating Partnership as noncontrolling interests. Noncontrolling interests are reported within the equity section of the consolidated financial statements, and amounts attributable to controlling and noncontrolling interests are reported separately in the accompanying condensed consolidated statements of operations and accompanying condensed consolidated statement of stockholders’ equity. | |||
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts | ' | ||
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts | |||
The Company recognizes revenue in accordance with ASC Topic 605, Revenue Recognition, or ASC 605. ASC 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. | |||
Rental Revenue | |||
In accordance with ASC Topic 840, Leases, minimum rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are credited or charged 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 605-45. ASC 605-45 requires that these reimbursements be recorded on a gross basis. The Company is the primary obligor with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and has credit risk. | |||
Tenant receivables and unbilled deferred rent receivables are carried net of the allowances for uncollectible current tenant receivables and unbilled deferred rent. An allowance will be maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company also maintains an allowance for deferred rent receivables arising from the straight-lining of rents. The Company’s 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, the Company did not have an allowance for uncollectible tenant receivables. | |||
Interest Income | |||
Interest income on performing real estate-related notes receivables will be accrued as earned. Interest income on an impaired real estate-related note receivable will be recognized on a cash basis. Fees related to the buy down of the interest rate will be deferred as prepaid interest income and amortized over the term of the loan as an adjustment to interest income using the effective interest method. Closing costs related to the purchase of the real estate-related note receivable will be amortized over the term of the loan and accreted as an adjustment against interest income using the effective interest method. | |||
Stock-Based Compensation | ' | ||
Stock-Based Compensation | |||
The Company accounts for stock-based compensation based upon the estimated fair value of the share awards. Accounting for stock-based compensation requires the fair value of the awards to be amortized as compensation expense over the period for which the services relate and requires any dividend equivalents earned to be treated as dividends for financial reporting purposes. | |||
Earnings Per Share | ' | ||
Earnings Per Share | |||
The Company calculates basic earnings per share by dividing net income (loss) for the period by the weighted average shares of its common stock outstanding for that period. Diluted earnings per share are computed based on the weighted average number of shares outstanding and all potentially dilutive securities. Shares of non-vested restricted common stock give rise to potentially dilutive shares of common stock. For the three and nine months ended September 30, 2014, there were 9,000 shares of non-vested shares of 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. | |||
Deferred Financing Costs | ' | ||
Deferred Financing Costs | |||
Deferred financing costs are loan fees, legal fees and other third-party costs associated with obtaining financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity unless specific rules are met that would allow for the carryover of such costs to the refinanced debt. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined that the financing will not close. As of September 30, 2014, the Company’s deferred financing costs, net of accumulated amortization, were approximately $452,000 related to the Company’s credit facility agreement, which was entered into on July 31, 2014. Deferred financing costs are reported in other assets in the accompanying condensed consolidated balance sheets. | |||
Derivative Instruments and Hedging Activities | ' | ||
Derivative Instruments and Hedging Activities | |||
The Company may enter into derivative contracts to add stability to future cash flows by managing its exposure to interest rate movements. The Company may utilize derivative instruments, including interest rate swaps, to effectively convert a portion of its variable rate debt to fixed rate debt. The Company will not enter into derivative instruments for speculative purposes. | |||
The Company will account for its derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging, or ASC 815, which requires companies to recognize all of its derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the statements of operations during the current period. | |||
In accordance with ASC 815, the Company will designate interest rate swap contracts as cash flow hedges of floating-rate borrowings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument will be reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instruments will be recognized in the statements of operations during the current period. | |||
Reportable Segments | ' | ||
Reportable Segments | |||
ASC 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. As of September 30, 2014, 100% of the Company’s consolidated revenues were generated from one real estate investment consisting of a single tenant in one geographic area. The Company’s chief operating decision maker evaluates operating performance on an overall portfolio wide level; therefore, the Company reports one reportable segment. | |||
Concentration of Credit Risk and Significant Leases | ' | ||
Concentration of Credit Risk and Significant Leases | |||
As of September 30, 2014, the Company had cash on deposit in one financial institution which had deposits in excess of current federally insured levels totaling approximately $11,010,000. The Company limits its cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits. To date, the Company has experienced no loss or lack of access to cash in its accounts. Concentration of credit risk with respect to accounts receivable from tenants is limited. | |||
As of September 30, 2014, the Company owned real estate in one metropolitan statistical area, or MSA, which accounted for 100% of rental revenue. The property is located in the Houston-The Woodlands-Sugarland, Texas area. | |||
As of September 30, 2014, the Company had one tenant, Cy Fair Surgery Center, Ltd., that accounted for 100% of rental revenue. | |||
Stockholders' Equity | ' | ||
Stockholders’ Equity | |||
The Company’s charter authorizes the issuance of up to 600,000,000 shares of stock, consisting of 500,000,000 shares of common stock, $0.01 par value per share, and 100,000,000 shares of preferred stock, $0.01 par value per share. The company intends to issue $2,250,000,000 in Class A and Class T shares of common stock in its primary offering, and $100,000,000 in Class A and Class T shares of common stock pursuant to the DRIP at 95% of the purchase price per share. Other than the different fees with respect to each class and the payment of a distribution fee out of cash otherwise distributable to Class T stockholders, Class A shares and Class T shares have identical rights and privileges, such as identical voting rights. The net proceeds from the sale of the two classes of shares will be commingled for investment purposes and all earnings from all of the investments will proportionally accrue to each share regardless of the class. | |||
The shares of common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive distributions as may be authorized by the Company’s board of directors, to receive all assets available for distribution to stockholders in accordance with the Maryland General Corporation Law and to all other rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences, preemptive, conversion, exchange, sinking fund or redemption rights. | |||
The charter authorizes the Company’s board of directors, without stockholder approval, to designate and issue one or more classes or series of preferred stock and to set or change the voting, conversion or other rights, preferences, restrictions, limitations as to dividends or other distributions and qualification or terms or conditions of redemption of each class of stock so issued. | |||
Distribution Policy and Distributions Payable | ' | ||
Distribution Policy and Distributions Payable | |||
The Company intends to elect to be taxed as a REIT and to operate as a REIT beginning with its taxable year ending December 31, 2014. To qualify and maintain its qualification as a REIT, the Company intends to make distributions each taxable year equal to at least 90% of its REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). On July 16, 2014, the board of directors of the Company approved and authorized a daily distribution to the Company’s stockholders of record as of the close of business on each day of the period commencing on the closing date of the first property acquisition and ending on August 31, 2014. On July 31, 2014, the Company acquired the Cy Fair Surgical Center, its first property acquisition. Therefore, the previously declared distributions began on July 31, 2014, and were calculated based on 365 days in the calendar year. The distributions were equal to $0.001753425 per share of Class A and Class T common stock, which is equal to an annualized rate of 6.4% per share of Class A and Class T common stock. Distributions are aggregated and paid in cash monthly in arrears. | |||
On August 1, 2014, the board of directors of the Company approved and authorized a daily distribution to the Company’s stockholders of record as of the close of business on each day of the period commencing on September 1, 2014 and ending on November 30, 2014. The distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001753425 per share of Class A and Class T common stock. Distributions are aggregated and paid in cash monthly in arrears. | |||
As of September 30, 2014, the Company paid aggregate distributions, since inception, of approximately $25,000 ($4,000 in cash and $21,000 of which were reinvested in shares of common stock pursuant to the DRIP). Distributions are payable to stockholders from legally available funds therefor. As of September 30, 2014, the Company had distributions payable of approximately $67,000. The distributions were paid on October 1, 2014, of which approximately $21,000 was paid in cash and approximately $46,000 was reinvested in shares of common stock pursuant to the DRIP. | |||
Distributions to stockholders will be determined by the board of directors of the Company and will be dependent upon a number of factors relating to the Company, including funds available for the payment of distributions, financial condition, the timing of property acquisitions, capital expenditure requirements, and annual distribution requirements in order to maintain the Company’s status as a REIT under the Code. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company intends to elect and qualify to be taxed as a REIT, commencing with its taxable year ending December 31, 2014. Accordingly, it will generally not be subject to corporate U.S. federal or state income tax to the extent that it makes qualifying distributions to stockholders, and provided it satisfies, on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution and stock ownership tests. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year in which it lost its REIT qualification, unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Accordingly, failure to qualify as a REIT could have a material adverse impact on the results of operations and amounts available for distributions to stockholders. | |||
The dividends paid deduction of a REIT for qualifying dividends paid to its stockholders is computed using the Company’s taxable income as opposed to net income reported in the financial statements. Taxable income, generally, will differ from net income reported in the financial statements because the determination of taxable income is based on tax provisions and not financial accounting principles. | |||
The Company has concluded that there was no impact related to uncertain tax provisions from results of operations of the Company for the three and nine months ended September 30, 2014. The United States of America is the major jurisdiction for the Company, and the earliest tax year subject to examination will be 2014. | |||
Recently Issued Accounting Pronouncements | ' | ||
Recently Issued Accounting Pronouncements | |||
In April 2014, the Financial Accounting Standards Board, or the FASB, issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 changes the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the company’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. Additionally, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The adoption of ASU 2014-08 is effective prospectively for reporting periods beginning on or after December 15, 2014. The Company does not expect the adoption of ASU 2014-08 to have a material effect on the Company’s condensed consolidated financial statements. | |||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, or ASU 2014-09. The objective of ASU 2014-09 is to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The adoption of ASU 2014-09 is effective retrospectively for reporting periods beginning after December 15, 2016. Early adoption of ASU 2014-09 is not permitted. The Company is in the process of evaluating the impact ASU 2014-09 will have on the Company’s condensed consolidated financial statements. | |||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Summary of Significant Accounting Policies [Abstract] | ' | ||
Schedule of Estimated Useful Lives of Assets by Class | ' | ||
Buildings and improvements | 15 – 40 years | ||
Tenant improvements | Shorter of lease term or expected useful life | ||
Tenant origination and absorption costs | Remaining term of related lease | ||
Furniture, fixtures, and equipment | 3 – 10 years | ||
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Schedule of Business Combinations | ' | ||||||||
Date | Ownership | ||||||||
Property Description | Acquired | Percentage | |||||||
Cy Fair Surgical Center | 7/31/14 | 100% | |||||||
Schedule of Allocation of Fair Value of Business Combinations | ' | ||||||||
Cy Fair Surgical Center | |||||||||
Land | $ | 762,000 | |||||||
Buildings and improvements | 2,672,000 | ||||||||
In-place leases | 718,000 | ||||||||
Tenant improvements | 298,000 | ||||||||
Total assets acquired | $ | 4,450,000 | |||||||
Schedule of Business Combinations on a Pro Forma Basis | ' | ||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2014 | 2014 | ||||||||
Pro forma basis: | |||||||||
Revenues | $ | 96,000 | $ | 193,000 | |||||
Net loss | $ | -192,000 | $ | -169,000 | |||||
Net loss attributable to common stockholders | $ | -193,000 | $ | -169,000 | |||||
Acquired_Intangible_Assets_Net1
Acquired Intangible Assets, Net (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Acquired Intangible Assets, Net [Abstract] | ' | ||||
Schedule of Acquired Intangible Assets, Net | ' | ||||
30-Sep-14 | |||||
In-place leases, net of accumulated amortization of $14,000 (with a weighted average remaining life of 10.8 years) | $ | 704,000 | |||
$ | 704,000 | ||||
Other_Assets_Tables
Other Assets (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Other Assets [Abstract] | ' | |||
Schedule of Other Assets | ' | |||
30-Sep-14 | ||||
Deferred financing costs, net of accumulated | ||||
amortization of $23,000 | $ | 452,000 | ||
Real estate escrow deposits | 300,000 | |||
Accounts receivable | 33,000 | |||
Prepaid assets | 21,000 | |||
$ | 806,000 | |||
Future_Minimum_Rent_Tables
Future Minimum Rent (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Future Minimum Rent [Abstract] | ' | |||
Schedule of Future Minimum Rental Income from Non-Cancelable Operating Lease | ' | |||
Year | Amount | |||
Three months ending December 31, 2014 | $ | 95,000 | ||
2015 | 379,000 | |||
2016 | 379,000 | |||
2017 | 379,000 | |||
2018 | 379,000 | |||
Thereafter | 2,493,000 | |||
$ | 4,104,000 | |||
RelatedParty_Transactions_and_1
Related-Party Transactions and Arrangements (Tables) | 9 Months Ended | |||||
Sep. 30, 2014 | ||||||
Related-Party Transactions and Arrangements [Abstract] | ' | |||||
Schedule of Accounts Payable Due to Affiliates | ' | |||||
Entity | Fee | 30-Sep-14 | ||||
Carter Validus Advisors II, LLC and its affiliates | Asset management fees | 6,000 | ||||
Carter Validus Real Estate Management Services II, LLC | Property management fees | 1,000 | ||||
Carter Validus Advisors II, LLC and its affiliates | General and administrative costs | 4,000 | ||||
Carter Validus Advisors II, LLC and its affiliates | Offering costs | 1,046,000 | ||||
$ | 1,057,000 | |||||
Accounts_Payable_and_Other_Lia1
Accounts Payable and Other Liabilities (Tables) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Accounts Payable and Other Liabilities [Abstract] | ' | ||
Schedule of Accounts Payable and Other Liabilities | ' | ||
30-Sep-14 | |||
Accounts payable | $ | 7,000 | |
Accrued interest expense | 26,000 | ||
Accrued other expenses | 541,000 | ||
Accrued insurance expenses | 1,000 | ||
Dividends payable | 67,000 | ||
$ | 642,000 | ||
Organization_and_Business_Oper1
Organization and Business Operations (Details) (USD $) | 4 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 4 Months Ended | 0 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2014 | 29-May-14 | Sep. 30, 2014 | 29-May-14 | Sep. 30, 2014 | 29-May-14 | Sep. 30, 2014 | 29-May-14 | Sep. 30, 2014 | Jan. 31, 2013 | |
item | Offering [Member] | Offering [Member] | Class A shares [Member] | Class A shares [Member] | Class A shares [Member] | Class T shares [Member] | Class A and T shares [Member] | Carter Validus REIT Management Company II, LLC [Member] | |||
Common Stock [Member] | Offering [Member] | Offering [Member] | Offering [Member] | Offering [Member] | Class A shares [Member] | ||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||
Common Stock [Member] | |||||||||||
Organization and Business Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company owned interest in Operating Partnership | ' | 99.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advisor owned interest in Operating Partnership | ' | 0.01% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | ' | 1,857,228 | ' | ' | ' | ' | 20,000 |
Common stock offering, price per share | ' | ' | ' | ' | ' | ' | $10 | ' | $9.57 | ' | $10 |
Issuance of common stock | ' | $18,236,821 | ' | ' | ' | $18,572 | ' | ' | ' | ' | $200,000 |
Number of general partnership units held by the Company | 20,000 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock offering including DRIP, value | ' | ' | ' | ' | 2,350,000,000 | ' | ' | ' | ' | ' | ' |
Common stock offering, value | ' | ' | ' | ' | 2,250,000,000 | ' | ' | ' | ' | ' | ' |
Common stock offering pursuant to DRIP, value | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' |
Number of classes of common stock | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Subscriptions required to break escrow, minimum | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares (including shares of common stock issued pursuant to the DRIP) | ' | ' | ' | ' | ' | ' | ' | 1,859,000 | ' | ' | ' |
Proceeds from issuance of common stock (including DRIP), gross | ' | ' | ' | ' | ' | ' | ' | 18,258,000 | ' | ' | ' |
Selling commissions and dealer-manager fees | 1,523,000 | 1,522,835 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other offering costs | 1,223,000 | 1,223,269 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock remaining in the offering, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,331,742,000 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | 29-May-14 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | 29-May-14 | Jul. 16, 2014 | Aug. 01, 2014 | Jul. 16, 2014 | Aug. 01, 2014 | Oct. 01, 2014 | |
item | item | item | Consolidated Revenues [Member] | Consolidated Revenues [Member] | Rental Revenue [Member] | Rental Revenue [Member] | Offering [Member] | July 31, 2014 To August 31, 2014 [Member] | September 1, 2014 To November 30, 2014 [Member] | Class A and T shares [Member] | Class A and T shares [Member] | Subsequent Event [Member] | ||
property | segment | Geographic Concentration Risk [Member] | Customer Concentration Risk [Member] | Cy Fair Surgery Center, Ltd. [Member] | Houston-The Woodlands-Sugarland, Texas Area [Member] | July 31, 2014 To August 31, 2014 [Member] | September 1, 2014 To November 30, 2014 [Member] | |||||||
customer | property | Customer Concentration Risk [Member] | Geographic Concentration Risk [Member] | |||||||||||
region | customer | |||||||||||||
region | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment losses on real estate and related intangible assets | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company owned interest in Operating Partnership | ' | 99.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advisor owned interest in Operating Partnership | ' | 0.01% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for uncollectible tenant receivables | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive shares excluded from computation of diluted earnings per share, shares | 9,000 | 9,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs, net of accumulated amortization | 452,000 | 452,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | 100.00% | 100.00% | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' |
Number of real estate investments | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of tenants | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of geographical areas | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of financial institutions in which the Company has deposits in excess of federally insured levels | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash on deposit in excess of federally insured levels | 11,010,000 | 11,010,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of metropolitan areas in which Company owns rental property | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized by Company charter | 600,000,000 | 600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 500,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $0.01 | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock offering, value | ' | ' | ' | ' | ' | ' | ' | ' | 2,250,000,000 | ' | ' | ' | ' | ' |
Common stock offering pursuant to DRIP, value | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' |
Reinvestment in additional shares, at percentage of purchase price per share | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' | ' | ' | ' |
Number of classes of common stock | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock voting rights | ' | 'The shares of common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive distributions as may be authorized by the Company's board of directors, to receive all assets available for distribution to stockholders in accordance with the Maryland General Corporation Law and to all other rights of a stockholder pursuant to the Maryland General Corporation Law. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum number of classes or series of preferred stock the board of directors can issue without stockholder approval | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of days, distribution calculation | ' | ' | ' | ' | ' | ' | ' | ' | ' | '365 days | '365 days | ' | ' | ' |
Distributions declared per common share | $0.14 | $0.38 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' |
Annualized distribution rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.40% | ' | ' |
Aggregate distributions | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions paid in cash | ' | 4,071 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,000 |
Distributions reinvested in shares of common stock pursuant to DRIP | ' | 21,002 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,000 |
Distributions payable | 67,000 | 67,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impact related to uncertain tax provisions from the results of operations | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Schedule of Estimated Useful Lives of Assets by Class) (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Buildings and improvements [Member] | Maximum [Member] | ' |
Estimated Useful Lives of Assets by Class [Line Items] | ' |
Estimated useful life | '40 years |
Buildings and improvements [Member] | Minimum [Member] | ' |
Estimated Useful Lives of Assets by Class [Line Items] | ' |
Estimated useful life | '15 years |
Furniture, fixtures, and equipment [Member] | Maximum [Member] | ' |
Estimated Useful Lives of Assets by Class [Line Items] | ' |
Estimated useful life | '10 years |
Furniture, fixtures, and equipment [Member] | Minimum [Member] | ' |
Estimated Useful Lives of Assets by Class [Line Items] | ' |
Estimated useful life | '3 years |
Business_Combinations_Narrativ
Business Combinations (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
item | ||
Business Combinations [Line Items] | ' | ' |
Percentage of fee simple interest acquired | ' | 100.00% |
Number of buildings acquired | ' | 1 |
Aggregate purchase price | $4,450,000 | $4,450,000 |
Acquisition related expenses | 268,738 | 305,298 |
Revenues | ' | 65,000 |
Net loss | ' | -167,000 |
Medical Facilities [Member] | ' | ' |
Business Combinations [Line Items] | ' | ' |
Number of acquisitions | ' | 1 |
Business Combinations [Member] | ' | ' |
Business Combinations [Line Items] | ' | ' |
Acquisition related expenses | 153,000 | 189,000 |
Cy Fair Surgical Center [Member] | Non-recurring Charges [Member] | ' | ' |
Business Combinations [Line Items] | ' | ' |
Acquisition related expenses | ' | $189,000 |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | ' | ' |
Business Combinations [Line Items] | ' | ' |
Maximum acquisition expenses, acquisition fees, real estate commissions and other fees reimbursement to affiliates as percentage of purchase price | ' | 6.00% |
Business_Combinations_Schedule
Business Combinations (Schedule of Business Combinations) (Details) (Cy Fair Surgical Center [Member]) | 9 Months Ended |
Sep. 30, 2014 | |
Cy Fair Surgical Center [Member] | ' |
Business Combinations [Line Items] | ' |
Date Acquired | 31-Jul-14 |
Ownership Percentage | 100.00% |
Business_Combinations_Schedule1
Business Combinations (Schedule of Allocation of Fair Value of Business Combinations) (Details) (Cy Fair Surgical Center [Member], USD $) | Sep. 30, 2014 |
Cy Fair Surgical Center [Member] | ' |
Summary of management's allocation of fair value of business combinations: | ' |
Land | $762,000 |
Buildings and improvements | 2,672,000 |
In-place leases | 718,000 |
Tenant improvements | 298,000 |
Total assets acquired | $4,450,000 |
Business_Combinations_Schedule2
Business Combinations (Schedule of Business Combinations on a Pro Forma Basis) (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Pro forma basis: | ' | ' |
Revenues | $96,000 | $193,000 |
Net loss | -192,000 | -169,000 |
Net loss attributable to common stockholders | -193,000 | -169,000 |
Acquisition related expenses | 268,738 | 305,298 |
Business Combinations [Member] | ' | ' |
Pro forma basis: | ' | ' |
Acquisition related expenses | $153,000 | $189,000 |
Acquired_Intangible_Assets_Net2
Acquired Intangible Assets, Net (Schedule of Acquired Intangible Assets, Net) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Acquired Intangible Assets, Net [Line Items] | ' |
Acquired intangible asset, net of accumulated amortization | $704,000 |
In-place leases [Member] | ' |
Acquired Intangible Assets, Net [Line Items] | ' |
Acquired intangible asset, net of accumulated amortization | 704,000 |
Acquired intangible asset, accumulated amortization | $14,000 |
Acquired intangible asset, weighted average remaining life | '10 years 9 months 18 days |
Other_Assets_Schedule_of_Other
Other Assets (Schedule of Other Assets) (Details) (USD $) | Sep. 30, 2014 |
Other Assets [Abstract] | ' |
Deferred financing costs, net of accumulated amortization of $23,000 | $452,000 |
Real estate escrow deposits | 300,000 |
Accounts receivable | 33,000 |
Prepaid assets | 21,000 |
Total other assets | 806,033 |
Deferred financing costs, accumulated amortization | $23,000 |
Future_Minimum_Rent_Narrative_
Future Minimum Rent (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2014 | |
customer | |
Future Minimum Rent [Abstract] | ' |
Number of tenants | 1 |
Weighted average remaining lease term | '10 years 9 months 18 days |
Future_Minimum_Rent_Schedule_o
Future Minimum Rent (Schedule of Future Minimum Rental Income from Non-Cancelable Operating Lease) (Details) (USD $) | Sep. 30, 2014 |
Future Minimum Rent [Abstract] | ' |
Three months ending December 31, 2014 | $95,000 |
2015 | 379,000 |
2016 | 379,000 |
2017 | 379,000 |
2018 | 379,000 |
Thereafter | 2,493,000 |
Total | $4,104,000 |
Credit_Facility_Details
Credit Facility (Details) (USD $) | 9 Months Ended | 0 Months Ended | |||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | |
Revolving Line Of Credit [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Cy Fair Surgical Center [Member] | ||
KeyBank Credit Facility [Member] | Revolving Line Of Credit [Member] | LIBOR [Member] | Base Rate [Member] | Revolving Line Of Credit [Member] | LIBOR [Member] | Base Rate [Member] | Revolving Line Of Credit [Member] | ||
item | KeyBank Credit Facility [Member] | Revolving Line Of Credit [Member] | Revolving Line Of Credit [Member] | KeyBank Credit Facility [Member] | Revolving Line Of Credit [Member] | Revolving Line Of Credit [Member] | KeyBank Credit Facility [Member] | ||
KeyBank Credit Facility [Member] | KeyBank Credit Facility [Member] | KeyBank Credit Facility [Member] | KeyBank Credit Facility [Member] | ||||||
Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate maximum principal amount | ' | $35,000,000 | ' | ' | ' | ' | ' | ' | ' |
Credit facility, maturity date | ' | 31-Jul-17 | ' | ' | ' | ' | ' | ' | ' |
Credit facility, number of maturity extension date periods | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Credit facility, available extension period | ' | '12 months | ' | ' | ' | ' | ' | ' | ' |
Margin percentage added to variable rate basis | ' | ' | ' | 2.00% | 1.00% | ' | 3.25% | 2.25% | ' |
Per annum rate fee percentage for unused portion of lenders' commitments | ' | ' | 0.20% | ' | ' | 0.30% | ' | ' | ' |
Threshold percentage for fee on unused portion of lenders' commitments | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Borrowing base availability | ' | 2,893,000 | ' | ' | ' | ' | ' | ' | ' |
Maximum principal amount after available increase | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from credit facility | 2,892,500 | ' | ' | ' | ' | ' | ' | ' | 2,893,000 |
Pay down of credit facility | 2,892,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing base remaining | ' | $2,893,000 | ' | ' | ' | ' | ' | ' | ' |
RelatedParty_Transactions_and_2
Related-Party Transactions and Arrangements (Narrative) (Details) (USD $) | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ' | ' | ' |
Selling commissions and dealer-manager fees | ' | $1,523,000 | $1,522,835 |
Total underwriting compensation percentage that will terminate distribution fees, as percentage of gross proceeds from primary portion of offering | ' | ' | 10.00% |
Other organization and offering expenses accrued | 1,046,000 | 1,046,000 | 1,046,000 |
Cumulative, pretax, non-compounded annual return rate to investors | ' | ' | 6.00% |
Asset management fees | 5,589 | ' | 5,589 |
SC Distributors, LLC [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Selling commissions and dealer-manager fees | 1,523,000 | ' | 1,523,000 |
Distribution fees incurred | 0 | ' | 0 |
Carter Validus Advisors II, LLC [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Offering costs incurred by Advisor on Company's behalf | 2,724,000 | 2,724,000 | 2,724,000 |
Acquisition fee, as percentage of contract purchase price of each property or asset acquired | ' | ' | 2.00% |
Acquisition fee, as percentage of amount advanced on mortgage loan | ' | ' | 2.00% |
Estimated acquisition expense reimbursement, as percentage of purchase price of property and real estate-related investments | ' | ' | 0.75% |
Monthly asset management fee, as percentage of gross assets | ' | ' | 0.06% |
Period needed to issue Class B Units | ' | ' | '30 days |
Asset management fees | 6,000 | ' | 6,000 |
Class B units issued | 0 | ' | 0 |
Operating expenses in excess of operating expense reimbursement as percentage of average invested assets and percentage of net income | ' | ' | 99,000 |
General and administrative expenses incurred by Advisor on Company's behalf | 98,000 | ' | 116,000 |
Operating expense reimbursement, waived, without recourse | 76,000 | ' | 86,000 |
Percentage of remaining net sales proceeds Advisor will receive after investors receive return | ' | ' | 15.00% |
Distribution percentage upon termination of Advisory agreement | ' | ' | 15.00% |
Carter Validus Advisors II, LLC [Member] | Maximum [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Operating expense reimbursement, percentage of average invested assets | ' | ' | 2.00% |
Operating expense reimbursement, as percentage of net income | ' | ' | 25.00% |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Estimated organization and offering costs (net of selling commission, dealer manager fees and distribution fees), as percentage of gross offering proceeds | ' | ' | 1.25% |
Offering expenses reimbursed by Company to Advisor, or its affiliates | 197,000 | 197,000 | 197,000 |
Paid acquisition fees | 89,000 | ' | 89,000 |
Acquisition expenses incurred | 180,000 | ' | 216,000 |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Maximum [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Reimbursable organization and offering costs cap, as percentage of gross offering proceeds | ' | ' | 15.00% |
Acquisition fee and expense reimbursement, as percentage of purchase price of properties | ' | ' | 6.00% |
Acquisition fee and expense reimbursement, as percentage of amount advanced on mortgage loans | ' | ' | 6.00% |
Disposition fee, as percentage of contract sales price | ' | ' | 1.00% |
Percentage of brokerage fees paid by Company in event advisor provides substantial amount of services | ' | ' | 50.00% |
Maximum brokerage fees paid by Company, as percentage of contract sales price | ' | ' | 6.00% |
Carter Validus Real Estate Management Services II, LLC [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Property management and leasing fees, as percentage of gross revenues from properties managed | ' | ' | 3.00% |
Oversight fee, as percentage of gross revenues from properties managed | ' | ' | 1.00% |
Property management fees incurred | 2,000 | ' | 2,000 |
Carter Validus Real Estate Management Services II, LLC [Member] | Maximum [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Estimated initial rent-up or lease-up fee for newly constructed properties | ' | ' | $1,000 |
Construction management fee, as percentage of cost of project | ' | ' | 5.00% |
Class A and T shares [Member] | SC Distributors, LLC [Member] | Maximum [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Dealer manager fee, as percentage of gross offering proceeds | ' | ' | 3.00% |
Class A shares [Member] | SC Distributors, LLC [Member] | Maximum [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Selling commission, as percentage of gross offering proceeds | ' | ' | 7.00% |
Class T shares [Member] | SC Distributors, LLC [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Daily distribution fee accrued, as percentage of purchase price per share | ' | ' | 0.00% |
Class T shares [Member] | SC Distributors, LLC [Member] | Maximum [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Selling commission, as percentage of gross offering proceeds | ' | ' | 3.00% |
RelatedParty_Transactions_and_3
Related-Party Transactions and Arrangements (Schedule of Accounts Payable Due to Affiliates) (Details) (USD $) | Sep. 30, 2014 |
Related Party Transaction [Line Items] | ' |
Accounts payable due to affiliates | $1,057,031 |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Asset Management Fees [Member] | ' |
Related Party Transaction [Line Items] | ' |
Accounts payable due to affiliates | 6,000 |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | General And Administrative Costs [Member] | ' |
Related Party Transaction [Line Items] | ' |
Accounts payable due to affiliates | 4,000 |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Offering Costs [Member] | ' |
Related Party Transaction [Line Items] | ' |
Accounts payable due to affiliates | 1,046,000 |
Carter Validus Real Estate Management Services II, LLC [Member] | Property Management Fees [Member] | ' |
Related Party Transaction [Line Items] | ' |
Accounts payable due to affiliates | $1,000 |
Accounts_Payable_and_Other_Lia2
Accounts Payable and Other Liabilities (Schedule of Accounts Payable and Other Liabilities) (Details) (USD $) | Sep. 30, 2014 |
Accounts Payable and Other Liabilities [Abstract] | ' |
Accounts payable | $7,000 |
Accrued interest expense | 26,000 |
Accrued other expenses | 541,000 |
Accrued insurance expenses | 1,000 |
Dividends payable | 67,000 |
Accounts payable and other liabilities, total | $641,663 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | Sep. 30, 2014 |
claim | |
Commitments and Contingencies [Abstract] | ' |
Number of pending legal proceedings to which the Company is a party | 0 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | |||||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Oct. 01, 2014 | Oct. 29, 2014 | Oct. 29, 2014 | Oct. 01, 2014 | Nov. 03, 2014 | Nov. 06, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 11, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 11, 2014 | Nov. 06, 2014 | Sep. 30, 2014 | Nov. 11, 2014 | Nov. 11, 2014 | Oct. 29, 2014 | |
customer | customer | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Class A shares [Member] | Class A shares [Member] | Class A shares [Member] | Class T shares [Member] | Class T shares [Member] | Class T shares [Member] | Class A and T shares [Member] | Class A and T shares [Member] | Class A and T shares [Member] | KeyBank Credit Facility [Member] | KeyBank Credit Facility [Member] | |
Mercy Healthcare Facility [Member] | Mercy Healthcare Facility [Member] | September 1, 2014 To September 30, 2014 [Member] | October 1, 2014 To October 31, 2014 [Member] | December 1, 2014 To February 28, 2015 [Member] | Offering [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Offering [Member] | Offering [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||
customer | Subsequent Event [Member] | December 1, 2014 To February 28, 2015 [Member] | Subsequent Event [Member] | Mercy Healthcare Facility [Member] | |||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate distributions | ' | $25,000 | ' | ' | ' | $67,000 | $131,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions paid in cash | ' | 4,071 | 21,000 | ' | ' | 21,000 | 53,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions reinvested in shares of common stock pursuant to DRIP | ' | 21,002 | 46,000 | ' | ' | 46,000 | 78,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of fee simple interest acquired | ' | 100.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | 4,150,000 | ' | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of tenants | 1 | 1 | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing base availability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,557,500 | 2,665,000 |
Number of days, distribution calculation | ' | ' | ' | ' | ' | ' | ' | '365 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions declared per common share | $0.14 | $0.38 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 1,879,439 | 20,000 | ' | 0 | 0 | 0 | ' | ' | ' | ' | ' |
Issuance of common stock, shares (including shares of common stock issued pursuant to the DRIP) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,591,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock (including DRIP), gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,466,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock remaining in the offering, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,331,742,000 | $2,314,534,000 | ' | ' |