Document And Entity Information
Document And Entity Information - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | May 10, 2019 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Carter Validus Mission Critical REIT II, Inc. | |
Entity Central Index Key | 0001567925 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Class A shares [Member] | ||
Entity Common Stock, Shares Outstanding | 81,932 | |
Class I shares [Member] | ||
Entity Common Stock, Shares Outstanding | 12,458 | |
Class T shares [Member] | ||
Entity Common Stock, Shares Outstanding | 38,195 | |
Class T2 shares [Member] | ||
Entity Common Stock, Shares Outstanding | 3,438 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Real estate: | ||
Land | $ 246,790 | $ 246,790 |
Buildings and improvements, less accumulated depreciation of $95,173 and $84,594, respectively | 1,418,345 | 1,426,942 |
Total real estate, net | 1,665,135 | 1,673,732 |
Cash and cash equivalents | 73,727 | 68,360 |
Acquired intangible assets, less accumulated amortization of $46,578 and $42,081, respectively | 145,050 | 154,204 |
Right-of-use assets - operating leases | 9,996 | 0 |
Other assets, net | 67,121 | 67,533 |
Total assets | 1,961,029 | 1,963,829 |
Liabilities: | ||
Notes payable, net of deferred financing costs of $3,208 and $3,441, respectively | 464,273 | 464,345 |
Credit facility, net of deferred financing costs of $2,396 and $2,489, respectively | 362,604 | 352,511 |
Accounts payable due to affiliates | 11,356 | 12,427 |
Accounts payable and other liabilities | 31,011 | 29,555 |
Intangible lease liabilities, less accumulated amortization of $8,824 and $7,592, respectively | 56,374 | 57,606 |
Operating lease liabilities | 8,750 | 0 |
Total liabilities | 934,368 | 916,444 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.01 par value per share, 500,000,000 shares authorized; 144,534,765 and 143,412,353 shares issued, respectively; 136,428,375 and 136,466,242 shares outstanding, respectively | 1,364 | 1,364 |
Additional paid-in capital | 1,192,062 | 1,192,340 |
Accumulated distributions in excess of earnings | (169,359) | (152,421) |
Accumulated other comprehensive income | 2,592 | 6,100 |
Total stockholders’ equity | 1,026,659 | 1,047,383 |
Noncontrolling interests | 2 | 2 |
Total equity | 1,026,661 | 1,047,385 |
Total liabilities and stockholders’ equity | $ 1,961,029 | $ 1,963,829 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Buildings and improvements, accumulated depreciation | $ 95,173 | $ 84,594 |
Acquired intangible assets, accumulated amortization | 46,578 | 42,081 |
Notes payable, deferred financing costs | 3,208 | 3,441 |
Credit facility, deferred financing costs | 2,396 | 2,489 |
Intangible lease liabilities, accumulated amortization | $ 8,824 | $ 7,592 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 144,534,765 | 143,412,353 |
Common stock, shares outstanding (in shares) | 136,428,375 | 136,466,242 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Rental revenue | $ 46,467 | $ 41,294 |
Expenses: | ||
Rental expenses | 9,128 | 8,290 |
General and administrative expenses | 1,403 | 943 |
Asset management fees | 3,494 | 3,099 |
Depreciation and amortization | 18,246 | 13,717 |
Total expenses | 32,271 | 26,049 |
Income from operations | 14,196 | 15,245 |
Interest and other expense, net | 9,835 | 7,741 |
Net income attributable to common stockholders | 4,361 | 7,504 |
Other comprehensive (loss) income: | ||
Unrealized (loss) income on interest rate swaps, net | (3,611) | 4,575 |
Other comprehensive (loss) income | (3,611) | 4,575 |
Comprehensive income attributable to common stockholders | $ 750 | $ 12,079 |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 136,179,343 | 126,384,346 |
Diluted (in shares) | 136,204,843 | 126,401,940 |
Net income per common share attributable to common stockholders: | ||
Basic (in dollars per share) | $ 0.03 | $ 0.06 |
Diluted (in dollars per share) | 0.03 | 0.06 |
Distributions declared per common share (in dollars per share) | $ 0.16 | $ 0.15 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Distributions in Excess of Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Total Stockholders’ Equity [Member] | Noncontrolling Interests [Member] |
Balance, (in shares) at Dec. 31, 2017 | 124,327,777 | ||||||
Balance, at Dec. 31, 2017 | $ 990,551 | $ 1,243 | $ 1,084,905 | $ (99,309) | $ 3,710 | $ 990,549 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (in shares) | 3,530,242 | ||||||
Issuance of common stock | 34,096 | $ 35 | 34,061 | 34,096 | 0 | ||
Issuance of common stock under the distribution reinvestment plan (in shares) | 1,080,606 | ||||||
Issuance of common stock under the distribution reinvestment plan | 9,920 | $ 11 | 9,909 | 9,920 | 0 | ||
Vesting of restricted stock (in shares) | 0 | ||||||
Vesting of restricted stock | 22 | $ 0 | 22 | 22 | 0 | ||
Commissions on sale of common stock and related dealer manager fees | (1,689) | (1,689) | (1,689) | 0 | |||
Distribution and servicing fees | (374) | (374) | (374) | 0 | |||
Other offering costs | (1,032) | (1,032) | (1,032) | 0 | |||
Repurchase of common stock (in shares) | (917,212) | ||||||
Repurchase of common stock | (8,420) | $ (9) | (8,411) | (8,420) | 0 | ||
Distributions to common stockholders | (19,447) | (19,447) | (19,447) | 0 | |||
Other comprehensive income (loss) | 4,575 | 4,575 | 4,575 | 0 | |||
Net income | 7,504 | 7,504 | 7,504 | 0 | |||
Balance, (in shares) at Mar. 31, 2018 | 128,021,413 | ||||||
Balance, at Mar. 31, 2018 | 1,015,706 | $ 1,280 | 1,117,391 | (111,252) | 8,285 | 1,015,704 | 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect of accounting change | $ 0 | (103) | 103 | 0 | 0 | ||
Balance, (in shares) at Dec. 31, 2018 | 136,466,242 | 136,466,242 | |||||
Balance, at Dec. 31, 2018 | $ 1,047,385 | $ 1,364 | 1,192,340 | (152,421) | 6,100 | 1,047,383 | 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under the distribution reinvestment plan (in shares) | 1,122,412 | ||||||
Issuance of common stock under the distribution reinvestment plan | 10,385 | $ 12 | 10,373 | 10,385 | 0 | ||
Vesting of restricted stock (in shares) | 0 | ||||||
Vesting of restricted stock | 23 | $ 0 | 23 | 23 | 0 | ||
Distribution and servicing fees | 52 | 52 | 52 | 0 | |||
Other offering costs | (5) | (5) | (5) | 0 | |||
Repurchase of common stock (in shares) | (1,160,279) | ||||||
Repurchase of common stock | (10,733) | $ (12) | (10,721) | (10,733) | 0 | ||
Distributions to common stockholders | (21,196) | (21,196) | (21,196) | 0 | |||
Other comprehensive income (loss) | (3,611) | (3,611) | (3,611) | 0 | |||
Net income | $ 4,361 | 4,361 | 4,361 | 0 | |||
Balance, (in shares) at Mar. 31, 2019 | 136,428,375 | 136,428,375 | |||||
Balance, at Mar. 31, 2019 | $ 1,026,661 | $ 1,364 | $ 1,192,062 | $ (169,359) | $ 2,592 | $ 1,026,659 | $ 2 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 4,361 | $ 7,504 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 18,246 | 13,717 |
Amortization of deferred financing costs | 606 | 756 |
Amortization of above-market leases | 156 | 134 |
Amortization of intangible lease liabilities | (1,232) | (1,221) |
Amortization of operating leases | 113 | 0 |
Straight-line rent | (2,674) | (3,311) |
Stock-based compensation | 23 | 22 |
Ineffectiveness of interest rate swaps | 0 | 39 |
Changes in operating assets and liabilities: | ||
Accounts payable and other liabilities | (1,160) | 1,584 |
Accounts payable due to affiliates | (205) | 50 |
Other assets | 1,713 | 19 |
Net cash provided by operating activities | 19,947 | 19,293 |
Cash flows from investing activities: | ||
Investment in real estate | 0 | (52,087) |
Capital expenditures | (1,073) | (5,755) |
Real estate deposits, net | 0 | (100) |
Payments of deal costs | (106) | 0 |
Net cash used in investing activities | (1,179) | (57,942) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 0 | 34,096 |
Payments on notes payable | (305) | (85) |
Proceeds from credit facility | 10,000 | 30,000 |
Payments of deferred financing costs | (67) | (65) |
Repurchase of common stock | (10,733) | (8,420) |
Offering costs on issuance of common stock | (1,036) | (3,672) |
Distributions to stockholders | (10,813) | (9,333) |
Net cash (used in) provided by financing activities | (12,954) | 42,521 |
Net change in cash, cash equivalents and restricted cash | 5,814 | 3,872 |
Cash, cash equivalents and restricted cash - Beginning of period | 79,527 | 85,747 |
Cash, cash equivalents and restricted cash - End of period | 85,341 | 89,619 |
Supplemental cash flow disclosure: | ||
Interest paid, net of interest capitalized of $23 and $474, respectively | 9,462 | 7,265 |
Supplemental disclosure of non-cash transactions: | ||
Common stock issued through distribution reinvestment plan | 10,385 | 9,920 |
Accrued capital expenditures | 1,161 | 1,268 |
Accrued deal costs | $ 802 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Interest capitalized | $ 23 | $ 474 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Organization and Business Operations Carter Validus Mission Critical REIT II, Inc., or the Company, is a Maryland corporation that was formed on January 11, 2013. The Company elected, and currently qualifies, to be taxed 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. Substantially all of the Company’s business is 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 special limited partner of the Operating Partnership. The Company was formed to invest primarily in quality income-producing commercial real estate, with a focus on data centers and healthcare properties, preferably with long-term leases to creditworthy tenants, as well as to make other real estate-related investments that relate to such property types, which may include equity or debt interests, including securities, in other real estate entities. As of March 31, 2019 , the Company owned 62 real estate investments, consisting of 85 properties. The Company commenced the initial public offering of $2,350,000,000 in shares of common stock, or the Initial Offering, consisting of up to $2,250,000,000 in shares in its primary offering and up to $100,000,000 in shares of common stock to be made available pursuant to the Company’s distribution reinvestment plan, or the DRIP, on May 29, 2014 pursuant to a Registration Statement on Form S-11 filed with the SEC. The Company ceased offering shares of common stock pursuant to the Initial Offering on November 24, 2017. At the completion of the Initial Offering, the Company had accepted investors' subscriptions for and issued approximately 125,095,000 shares of Class A, Class I and Class T common stock, including shares of common stock issued pursuant to the DRIP, resulting in gross proceeds of $1,223,803,000 . On October 13, 2017, the Company filed a Registration Statement on Form S-3 to register 10,893,246 shares of common stock under the DRIP for a proposed maximum offering price of $100,000,000 in shares of common stock, or the DRIP Offering. The Company will continue to issue shares of common stock under the DRIP Offering until such time as the Company sells all of the shares registered for sale under the DRIP Offering, unless the Company files a new registration statement with the U.S. Securities and Exchange Commission, or the SEC, or the DRIP Offering is terminated by the Company's board of directors. On November 27, 2017, the Company commenced its follow-on offering of up to $1,000,000,000 in shares of common stock, or the Offering, and collectively with the Initial Offering and the DRIP Offering, or the Offerings. On March 14, 2018, the Company ceased offering shares of Class T common stock in the Offering and began offering shares of Class T2 common stock on March 15, 2018. The Company continues to offer shares of Class T common stock in the DRIP Offering. The Company ceased offering shares of common stock pursuant to the Offering on November 27, 2018. At the completion of the Offering, the Company had accepted investors' subscriptions for and issued approximately 13,491,000 shares of Class A, Class I, Class T and Class T2 common stock resulting in gross proceeds of $129,308,000 . The Company deregistered the remaining $870,692,000 of shares of Class A, Class I, Class T and Class T2 common stock. On April 11, 2019, the Company announced it had entered into a definitive agreement to merge with Carter Validus Mission Critical REIT, Inc. See Note 15—"Subsequent Events" for additional information. Except as the context otherwise requires, the “Company” refers to Carter Validus Mission Critical REIT II, Inc., the Operating Partnership and all wholly-owned subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representation of management. These accounting policies conform to United States generally accepted accounting principles, 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 a normal and recurring nature considered for a fair presentation, have been included. Operating results for the three months ended March 31, 2019 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . The condensed consolidated balance sheet at December 31, 2018 , has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2018 , and related notes thereto set forth in the Company’s Annual Report on Form 10-K, filed with the SEC on March 22, 2019. Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated 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 condensed consolidated financial statements and accompanying notes in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are made and evaluated on an ongoing 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. Restricted Cash Restricted cash consists of restricted cash held in escrow and restricted bank deposits. Restricted cash held in escrow includes cash held by lenders in escrow accounts for tenant and capital improvements, repairs and maintenance and other lender reserves for certain properties, in accordance with the respective lender’s loan agreement. Restricted cash held in escrow is reported in other assets, net, in the accompanying condensed consolidated balance sheets . Restricted bank deposits consist of tenant receipts for certain properties which are required to be deposited into lender-controlled accounts in accordance with the respective lender's loan agreement. Restricted bank deposits are reported in other assets, net, in the accompanying condensed consolidated balance sheets . See Note 6—"Other Assets, Net" . The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the totals shown in the condensed consolidated statements of cash flows (amounts in thousands): Three Months Ended Beginning of period: 2019 2018 Cash and cash equivalents 68,360 74,803 Restricted cash 11,167 10,944 Cash, cash equivalents and restricted cash $ 79,527 $ 85,747 End of period: Cash and cash equivalents 73,727 76,734 Restricted cash 11,614 12,885 Cash, cash equivalents and restricted cash $ 85,341 $ 89,619 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 assets through its undiscounted future cash flows and their eventual disposition. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of the assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the assets. 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 expected 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, as well as the carrying value of the real estate and related assets. In addition, the Company applies a market approach using comparable sales for certain properties. The use of alternative assumptions in the market approach analysis could result in a different determination of the property’s estimated fair value 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. Impairment of Acquired Intangible Assets For the three months ended March 31, 2019 , the Company recognized an impairment of one in-place lease intangible asset in the amount of approximately $2,658,000 , related to a healthcare tenant of the Company experiencing financial difficulties, by accelerating the amortization of the intangible asset. Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts Effective January 1, 2018, the Company recognizes non-rental related revenue in accordance with Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers , or ASC 606. The Company has identified its revenue streams as rental income from leasing arrangements and tenant reimbursements, which are outside the scope of ASC 606. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Non-rental revenue, subject to ASC 606, is immaterial to the Company's condensed consolidated financial statements. The majority of the Company's revenue is derived from rental revenue which is accounted for in accordance with ASC 842, Leases, or ASC 842. In accordance with ASC 842, minimum rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). For lease arrangements when it is not probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis or the lease payments that have been collected from the lessee. Differences between rental income recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. Tenant reimbursements, which are comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized when the services are provided and the performance obligations are satisfied. Prior to the adoption of ASC 842, tenant receivables and straight-line rent receivables were carried net of the provision for credit losses. The provision for credit losses was established for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company’s determination of the adequacy of these provisions was based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. Effective January 1, 2019, upon adoption of ASC 842, the Company is no longer recording a provision for credit losses but is, instead, assessing whether or not it is probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease. Where it is not probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis or the lease payments that have been collected from the lessee. For the three months ended March 31, 2019 , the Company recorded $445,000 as a reduction in rental revenue in the accompanying condensed consolidated statements of comprehensive income . Concentration of Credit Risk and Significant Leases As of March 31, 2019 , the Company had cash on deposit, including restricted cash, in certain financial institutions that had deposits in excess of current federally insured levels. The Company limits its cash investments to financial institutions with high credit standings; 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. As of March 31, 2019 , the Company owned real estate investments in 42 metropolitan statistical areas, or MSAs, and one micropolitan statistical area, one of which accounted for 10.0% or more of revenue. Real estate investments located in the Atlanta-Sandy Springs-Roswell, Georgia MSA accounted for 15.6% of revenue for the three months ended March 31, 2019 . As of March 31, 2019 , the Company had no exposure to tenant concentration that accounted for 10.0% or more of revenue for the three months ended March 31, 2019 . Share Repurchase Program The Company’s share repurchase program allows for repurchases of shares of the Company’s common stock when certain criteria are met. The share repurchase program provides that all repurchases during any calendar year, including those redeemable upon death or a Qualifying Disability of a stockholder, are limited to those that can be funded with equivalent proceeds raised from the distribution reinvestment plan, or the DRIP Offering, during the prior calendar year and other operating funds, if any, as the board of directors, in its sole discretion, may reserve for this purpose. Repurchases of shares of the Company’s common stock are at the sole discretion of the Company’s board of directors, provided, however, that the Company will limit the number of shares repurchased during any calendar year to 5.0% of the number of shares of common stock outstanding as of December 31 st of the previous calendar year. In addition, the Company’s board of directors, in its sole discretion, may suspend (in whole or in part) the share repurchase program at any time, and may amend, reduce, terminate or otherwise change the share repurchase program upon 30 days' prior notice to the Company’s stockholders for any reason it deems appropriate. During the three months ended March 31, 2019 , the Company repurchased 1,160,279 Class A shares, Class I shares and Class T shares of common stock ( 858,080 Class A shares, 108,765 Class I shares and 193,434 Class T shares) for an aggregate purchase price of approximately $10,733,000 (an average of $9.25 per share). During the three months ended March 31, 2018 , the Company repurchased 917,212 Class A shares and Class T shares of common stock ( 842,952 Class A shares and 74,260 Class T shares) for an aggregate purchase price of approximately $8,420,000 (an average of $9.18 per share). In connection with the Merger Agreement (as defined in Note 15—"Subsequent Events" ), on April 10, 2019, the Company's board of directors approved the sixth amended and restated share repurchase program. See Note 15—"Subsequent Events" for additional information. Distribution Policy and Distributions Payable In order to maintain its status as a REIT, the Company is required to make distributions each taxable year equal to at least 90% of its REIT taxable income, computed without regard to the dividends paid deduction and excluding capital gains. To the extent funds are available, the Company intends to continue to pay regular distributions to stockholders. Distributions are paid to stockholders of record as of the applicable record dates. Distributions are payable to stockholders from legally available funds therefor. The Company declared distributions per share of common stock in the amounts of $0.16 and $0.15 for the three months ended March 31, 2019 and 2018 , respectively. See Note 15—"Subsequent Events" for information regarding distributions subsequent to March 31, 2019 . Earnings Per Share The Company calculates basic earnings per share by dividing net income attributable to common stockholders 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 months ended March 31, 2019 and 2018 , diluted earnings per share reflected the effect of approximately 26,000 and 18,000 shares, respectively, of non-vested shares of restricted common stock that were outstanding as of such period. Reportable Segments ASC 280, Segment Reporting , establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. As of March 31, 2019 and December 31, 2018 , the Company operated through two reportable segments— real estate investments in data centers and healthcare. With the continued expansion of the Company’s portfolio, segregation of the Company’s operations into two reporting segments is useful in assessing the performance of the Company’s business in the same way that management reviews performance and makes operating decisions. See Note 10—"Segment Reporting" for further discussion on the reportable segments of the Company. Derivative Instruments and Hedging Activities As required by ASC 815, Derivatives and Hedging , or ASC 815, the Company records all derivative instruments as assets and 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 income or loss is recognized in the condensed consolidated statements of comprehensive income during the current period. The Company is exposed to variability in expected future cash flows that are attributable to interest rate changes in the normal course of business. The Company’s primary strategy in entering into derivative contracts is to add stability to future cash flows by managing its exposure to interest rate movements. The Company utilizes derivative instruments, including interest rate swaps, to effectively convert some its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes. In accordance with ASC 815, the Company designates 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 gain or loss on the derivative instrument is reported as a component of other comprehensive income in the condensed consolidated statements of comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and the same period during which the hedged transaction affects earnings. See additional discussion in Note 12—"Derivative Instruments and Hedging Activities." The Company reflects all derivative instruments at fair value as either assets or liabilities on the condensed consolidated balance sheets . In accordance with the fair value measurement guidance Accounting Standards Update, or ASU, 2011-04, Fair Value Measurement , the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Recently Adopted Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board, or FASB established ASC 842, by issuing ASU 2016-02, Leases , which replaces the guidance previously outlined in ASC Topic 840, Leases . The new standard increases transparency by requiring the recognition by lessees of right-of-use, or ROU, assets and operating lease liabilities on the balance sheet for all leases with a term of greater than 12 months, regardless of lease classification. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted ASC 842, effective January 1, 2019, using the modified retrospective approach. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. Further, the Company is amortizing the ROU assets and operating lease liabilities over the remaining lease term and is presenting the amortization of ROU assets - operating leases and accretion of operating lease liabilities as a single line item within operating activities in the condensed consolidated statement of cash flow for the three months ended March 31, 2019. The Company elected the package of practical expedients, which permits it to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. Lessor As a lessor, the Company's recognition of rental revenue remained largely unchanged, apart from the narrower definition of initial direct costs that can be capitalized. Effective January 1, 2019, indirect leasing costs, such as legal costs related to lease negotiations will no longer meet the definition of capitalized initial direct costs under ASU 2016-02 and will be recorded in general and administrative expenses in the condensed consolidated statements of comprehensive income , and will no longer be capitalized. In July 2018, the FASB issued ASU 2018-11, Targeted Improvements , to simplify the guidance, that allows lessors to combine non-lease components with the related lease components if both the timing and pattern of transfer are the same for the non-lease component and related lease component, and the lease component would be classified as an operating lease. The single combined component is accounted for under ASC 842 if the lease component is the predominant component and is accounted for under ASC 606, if the non-lease components are the predominant components. Lessors are permitted to apply the practical expedient to all existing leases on a retrospective or prospective basis. The Company elected the practical expedient to combine its lease and non-lease components that meet the defined criteria and is accounting for the combined lease component under ASC 842. As a result, the Company is no longer presenting rental revenue and tenant reimbursements related to common area maintenance and other expense recoveries separately in the condensed consolidated statements of comprehensive income . In December 2018, the FASB issued ASU 2018-20, Narrow-Scope Improvements for Lessors , that allows lessors to make an accounting policy election not to evaluate whether real estate taxes and other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. ASU 2018-20 also requires lessors to (1) exclude lessor costs paid directly by lessees to third parties on the lessor’s behalf from variable payments and therefore variable lease revenue and (2) include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense. The Company adopted ASU 2018-20 effective January 1, 2019. The adoption of this standard resulted in a decrease of approximately $406,000 in rental revenue and rental expense, as the aforementioned real estate tax payments are paid by a lessee directly to a third party, and, therefore, are no longer presented on a gross basis in the Company's condensed consolidated statements of comprehensive income . The adoption of this standard had no impact on the Company's net income attributable to common stockholders. Lessee The Company is a lessee on six ground leases, for which three do not have corresponding operating lease liabilities because the Company did not have future payment obligations at the acquisition of these leases. The Company recognized a ROU asset and operating lease liability on the Company's condensed consolidated balance sheet due to the adoption of ASU 2016-02. See Note 5 —"Leases" for further discussion. Derivatives and Hedging In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities , or ASU 2017-12. The objectives of ASU 2017-12 are to (i) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (ii) reduce the complexity of and simplify the application of hedge accounting by preparers. The Company adopted this standard on January 1, 2019. The adoption of ASU 2017-12 resulted in an immaterial cumulative adjustment to accumulated other comprehensive income related to the cumulative ineffectiveness previously recognized on existing cash flow hedges on the Company's condensed consolidated financial statements. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes , or ASU 2018-16. ASU 2018-16 permits the use of the OIS rate based on SOFR as a United States benchmark interest rate for hedge accounting purposes under Topic 815. ASU 2018-16 was effective upon adoption of ASU 2017-12. The Company adopted ASU 2018-16 on January 1, 2019, and its provisions did not have an impact on its condensed consolidated financial statements. Disclosure Update and Simplification In August 2018, the SEC issued a final rule, SEC Final Rule Release No. 33-10532, Disclosure Update and Simplification , that amends the interim financial statement requirements to require a reconciliation of changes in stockholders' equity in the notes or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders' equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. Registrants will have to provide the reconciliation for both the year-to-date and quarterly periods and comparable periods in Form 10-Q, but only for the year-to-date periods in registration statements. The final rule became effective on November 5, 2018. As a result, the Company applied these changes in the presentation of the Company's condensed consolidated statement of stockholders' equity for the three months ended March 31, 2019 and 2018. Recently Issued Accounting Pronouncements Not Yet Adopted Fair Value Measurement In August 2018, the FASB issued ASU 2018-13 , Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , or ASU 2018-13. ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between the levels and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds certain disclosure requirements, including the requirement to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. The Company is in the process of evaluating the impact that ASU 2018-13 will have on the Company's condensed consolidated financial statements. Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, primarily related to the recently adopted accounting pronouncements discussed within this note. Amounts previously disclosed as rental and parking revenue and tenant reimbursements during the three months ended March 31, 2018, are now included in rental revenue and will no longer be presented separately on the condensed consolidated statements of comprehensive income. |
Acquired Intangible Assets, Net
Acquired Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Intangible Assets, Net | Acquired Intangible Assets, Net Acquired intangible assets, net, consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands, except weighted average life amounts): March 31, 2019 December 31, 2018 In-place leases, net of accumulated amortization of $45,523 and $41,143, respectively (with a weighted average remaining life of 9.8 years and 10.1 years, respectively) $ 143,496 $ 151,135 Above-market leases, net of accumulated amortization of $1,055 and $899, respectively (with a weighted average remaining life of 4.8 years and 5.1 years, respectively) 1,554 1,710 Ground lease assets, net of accumulated amortization of $0 and $39, respectively (with a weighted average remaining life of 0.0 years and 83.5 years, respectively) — (1) 1,359 $ 145,050 $ 154,204 (1) On January 1, 2019, as part of the adoption of ASC 842, as discussed in Note 2—"Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements", the Company reclassified the ground lease assets balance from acquired intangible assets, net, to right-of-use assets - operating leases within the condensed consolidated balance sheet. The aggregate weighted average remaining life of the acquired intangible assets was 9.7 years and 10.6 years as of March 31, 2019 and December 31, 2018 , respectively. Amortization of the acquired intangible assets was $7,795,000 and $4,694,000 for the three months ended March 31, 2019 and 2018 , respectively. Of the $7,795,000 recorded for the three months ended March 31, 2019 , $2,658,000 was accelerated amortization due to the impairment of an in-place lease intangible asset related to a tenant experiencing financial difficulties. Amortization of the in-place leases is included in depreciation and amortization and amortization of the above-market leases is recorded as an adjustment to rental revenue in the accompanying condensed consolidated statements of comprehensive income . |
Intangible Lease Liabilities, N
Intangible Lease Liabilities, Net | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Lease Liabilities, Net [Abstract] | |
Intangible Lease Liabilities, Net | Intangible Lease Liabilities, Net Intangible lease liabilities, net, consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands, except weighted average life amounts): March 31, 2019 December 31, 2018 Below-market leases, net of accumulated amortization of $8,824 and $7,592, respectively (with a weighted average remaining life of 17.4 years and 17.6 years, respectively) $ 56,374 $ 57,606 Amortization of the below-market leases was $1,232,000 and $1,221,000 for the three months ended March 31, 2019 and 2018 , respectively. Amortization of below-market leases is recorded as an adjustment to rental revenue in the accompanying condensed consolidated statements of comprehensive income . |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases Lessor Rental Revenue The Company’s real estate properties are leased to tenants under operating leases with varying terms. Typically, the leases have provisions to extend the terms of the lease agreements. The Company retains substantially all of the risks and benefits of ownership of the real estate properties leased to tenants. Future minimum rent to be received from the Company's investments in real estate assets under the terms of non-cancelable operating leases in effect as of March 31, 2019, including optional renewal periods for the nine months ending December 31, 2019 , and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2019 $ 109,153 2020 146,830 2021 149,142 2022 144,560 2023 141,915 Thereafter 1,005,068 $ 1,696,668 Lessee Rental Expense The Company has six ground leases, for which three do not have corresponding operating lease liabilities because the Company did not have future payment obligations at the acquisition of these leases. The ground lease obligations generally require fixed annual rental payments and may also include escalation clauses. The weighted average remaining lease term for the Company's operating leases was 78.1 years and 52.0 years as of March 31, 2019 and December 31, 2018 , respectively. The Company's ground leases do not provide an implicit interest rate. In order to calculate the present value of the remaining ground lease payments, the Company used incremental borrowing rates as of January 1, 2019, adjusted for a number of factors, including the long-term nature of the ground leases, the Company's estimated borrowing costs, and the estimated fair value of the underlying land. The weighted average adjusted incremental borrowing rates ranged between 5.6% and 6.6% as of January 1, 2019. The future minimum rent obligations, discounted by the Company's adjusted incremental borrowing rates, under non-cancelable ground leases, for the nine months ending December 31, 2019 , and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2019 $ 402 2020 536 2021 536 2022 536 2023 536 Thereafter 70,165 Total undiscounted rental payments 72,711 Less imputed interest (63,961 ) Total operating lease liabilities $ 8,750 Due to the adoption of the of ASC 842, the Company reclassified ground lease assets as of January 1, 2019, from acquired intangible assets, net, to right-of-use assets - operating leases within the condensed consolidated balance sheet. As discussed in Note 2—"Summary of Significant Accounting Policies" , the Company adopted ASU 2016-02, effective January 1, 2019, and consequently, financial information was not updated, and the disclosures required under the new lease standard are not provided for dates and periods before January 1, 2019. The following represents approximate future minimum rent obligations under non-cancelable ground leases by year as of December 31, 2018, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount 2019 $ 123 2020 123 2021 123 2022 123 2023 123 Thereafter 2,246 Total undiscounted rental payments $ 2,861 This table excludes future lease payment obligations from one tenant that pays the ground lease obligations directly to the lessor, consistent with the Company's accounting policy prior to its adoption of ASC 842 on January 1, 2019. |
Other Assets, Net
Other Assets, Net | 3 Months Ended |
Mar. 31, 2019 | |
Other Assets [Abstract] | |
Other Assets, Net | Other Assets, Net Other assets, net, consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands): March 31, 2019 December 31, 2018 Deferred financing costs, related to the revolver portion of the secured credit facility, net of accumulated amortization of $4,915 and $4,686, respectively $ 2,886 $ 3,053 Restricted cash 11,614 11,167 Tenant receivables 4,749 6,080 Straight-line rent receivable 35,359 32,685 Prepaid and other assets 9,093 8,344 Derivative assets 3,420 6,204 $ 67,121 $ 67,533 |
Accounts Payable and Other Liab
Accounts Payable and Other Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Liabilities | Accounts Payable and Other Liabilities Accounts payable and other liabilities, as of March 31, 2019 and December 31, 2018 , consisted of the following (amounts in thousands): March 31, 2019 December 31, 2018 Accounts payable and accrued expenses $ 10,135 $ 9,188 Accrued interest expense 3,129 3,219 Accrued property taxes 2,299 2,309 Distributions payable to stockholders 7,315 7,317 Tenant deposits 875 875 Deferred rental income 6,431 6,647 Derivative liabilities 827 — $ 31,011 $ 29,555 |
Notes Payable and Secured Credi
Notes Payable and Secured Credit Facility | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable and Secured Credit Facility | Notes Payable and Secured Credit Facility The Company's debt outstanding as of March 31, 2019 and December 31, 2018 , consisted of the following (amounts in thousands): March 31, 2019 December 31, 2018 Notes payable: Fixed rate notes payable $ 220,276 $ 220,351 Variable rate notes payable fixed through interest rate swaps 247,205 247,435 Total notes payable, principal amount outstanding 467,481 467,786 Unamortized deferred financing costs related to notes payable (3,208 ) (3,441 ) Total notes payable, net of deferred financing costs 464,273 464,345 Secured credit facility: Variable rate revolving line of credit 115,000 $ 105,000 Variable rate term loan fixed through interest rate swaps 100,000 100,000 Variable rate term loans 150,000 150,000 Total secured credit facility, principal amount outstanding 365,000 355,000 Unamortized deferred financing costs related to the term loan secured credit facility (2,396 ) (2,489 ) Total secured credit facility, net of deferred financing costs 362,604 352,511 Total debt outstanding $ 826,877 $ 816,856 Significant debt activity during the three months ended March 31, 2019 and subsequent, excluding scheduled principal payments, includes: • During the three months ended March 31, 2019 , the Company drew $10,000,000 on its secured credit facility to fund share repurchases. • During the three months ended March 31, 2019 , the Company entered into two interest rate swap agreements, with an effective date of April 1, 2019 , which will effectively fix the London Interbank Offered Rate, or LIBOR related to $150,000,000 of the term loans of the secured credit facility. • On January 29, 2019, the Company amended the secured credit facility agreement by adding beneficial ownership provisions, modifying certain definitions related to change of control and consolidated total secured debt and clarifying certain covenants related to restrictions on indebtedness and restrictions on liens. • On April 11, 2019, in connection with the Merger Agreement, as defined in Note 15—"Subsequent Events" , the Operating Partnership, the Company, and certain of the Operating Partnership’s subsidiaries entered into the Consent and Second Amendment to the Third Amended and Restated Credit Agreement. Additionally, on April 11, 2019, the Company entered into a commitment letter to obtain a senior secured bridge facility. See Note 15—"Subsequent Events" for additional information. The principal payments due on the notes payable and secured credit facility for the nine months ending December 31, 2019 , and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2019 $ 1,681 2020 4,530 2021 155,207 2022 279,922 2023 252,712 Thereafter 138,429 $ 832,481 |
Related-Party Transactions and
Related-Party Transactions and Arrangements | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions and Arrangements | Related-Party Transactions and Arrangements The Company has no direct employees. Substantially all of the Company's business is managed by the Advisor. The employees of the Advisor and other affiliates provide services to the Company related to acquisitions, property management, asset management, accounting, investor relations, and all other administrative services. Organization and Offering Expenses 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 did not cause the selling commissions, dealer manager fees, distribution and servicing fees and other organization and offering expenses to exceed 15.0% of the gross proceeds of the Company's Initial Offering or Offering, respectively. Other offering costs, which are offering expenses other than selling commissions, dealer manager fees and distribution and servicing fees, associated with the Company's Initial Offering and Offering, which terminated on November 24, 2017 and November 27, 2018, respectively, were approximately 2.0% and 2.5% of the gross proceeds, respectively. As of March 31, 2019 , the Company reimbursed the Advisor and its affiliates approximately $19,269,000 in other offering costs. As of March 31, 2019 , since inception, the Company paid approximately $548,000 to an affiliate of the Dealer Manager in other offering costs. Other organization expenses are expensed as incurred and offering costs are charged to stockholders’ equity as incurred. Distribution and Servicing Fees Through the termination of the Offering on November 27, 2018, the Company paid the Dealer Manager selling commissions and dealer manager fees in connection with the purchase of shares of certain classes of common stock. The Company continues to pay the Dealer Manager a distribution and servicing fee with respect to its Class T and T2 shares that were sold in the Company's Initial Offering and Offering. Distribution and servicing fees are recorded in the accompanying condensed consolidated statements of stockholders' equity as a reduction to equity as incurred. Acquisition Fees and Expenses The Company pays to the Advisor 2.0% of the contract purchase price of each property or asset acquired. In addition, the Company reimburses the Advisor for acquisition expenses incurred in connection with the selection and acquisition of properties or 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 properties not acquired, travel and communications expenses, accounting fees and expenses and title insurance premiums, whether or not the property was acquired. Since the Company's formation through March 31, 2019 , the Company reimbursed the Advisor approximately 0.01% of the aggregate purchase price all of properties acquired. Acquisition fees and expenses associated with the acquisition of properties determined to be business combinations are expensed as incurred, including investment transactions that are no longer under consideration, and are included in acquisition related expenses in the accompanying consolidated statements of comprehensive income. Acquisition fees and expenses associated with transactions determined to be an asset acquisition are capitalized in real estate, net, in the accompanying condensed consolidated balance sheets . Asset Management Fees The Company pays to the Advisor an asset management fee calculated on a monthly basis in an amount equal to 1/12th of 0.75% of aggregate asset value, which is payable monthly in arrears. Operating Expense Reimbursement The Company reimburses the Advisor for all operating expenses it paid or incurred in connection with the services provided to the Company, subject to certain limitations. Expenses in excess of the operating expenses in the four immediately preceding quarters that exceed 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. The Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives an acquisition fee or a disposition fee. Operating expenses incurred on the Company’s behalf are recorded in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income . Property Management Fees In connection with the rental, leasing, operation and management of the Company’s properties, the Company pays Carter Validus Real Estate Management Services II, LLC, or the Property Manager, and its affiliates, aggregate fees equal to 3.0% of gross revenues from the properties managed, or property management fees. The Company reimburses the Property Manager and its affiliates for property-level expenses that any of them pay or incur on the Company’s behalf, including certain 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 may pay the Property Manager an oversight fee equal to 1.0% of the gross revenues of the properties 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. Property management fees are recorded in rental expenses in the accompanying condensed consolidated statements of comprehensive income . Leasing Commission Fees The Company pays the Property Manager a separate fee for the initial lease-up, leasing-up of newly constructed properties or re-leasing to existing tenants. Leasing commission fees are capitalized in other assets, net, in the accompanying condensed consolidated balance sheets and amortized over the terms of the related leases. Construction Management Fees For acting as general contractor and/or construction manager to supervise or coordinate projects or to provide major repairs or rehabilitation on the Company's properties, the Company may pay the Property Manager up to 5.0% of the cost of the projects, repairs and/or rehabilitation, as applicable, or construction management fees. Construction management fees are capitalized in buildings and improvements, in the accompanying condensed consolidated balance sheets . Disposition Fees 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, equal 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 or a reasonable, customary and competitive real estate commission. As of March 31, 2019 , the Company had no t incurred any disposition fees to the Advisor or its affiliates. Subordinated Participation in Net Sale Proceeds Upon the sale of the Company, 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, or the subordinated participation in net sale proceeds. As of March 31, 2019 , the Company had no t incurred any subordinated participation in net sale proceeds to the Advisor or its affiliates. Subordinated Incentive Listing Fee Upon the listing of the Company’s shares on a national securities exchange, the Advisor will receive 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 a 6.0% annual cumulative, non-compounded return to investors, or the subordinated incentive listing fee. As of March 31, 2019 , the Company had no t incurred any subordinated incentive listing fees to the Advisor or its affiliates. Subordinated Distribution Upon Termination Fee Upon termination or non-renewal of the advisory agreement, with or without cause, the Advisor will be entitled to receive subordinated termination fees 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 termination fee 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 March 31, 2019 , the Company had no t incurred any subordinated termination fees to the Advisor or its affiliates. Concurrently with the entry into the Merger Agreement on April 11, 2019, the Company, the Operating Partnership, the Advisor and REIT I Operating Partnership entered into the Third Amended and Restated REIT II Advisory Agreement, or the Amended REIT II Advisory Agreement, which shall become effective at the effective time of the REIT Merger. The Amended REIT II Advisory Agreement will amend the Company’s existing advisory agreement, dated as of June 10, 2014, to add REIT I Operating Partnership as a party and to increase the Combined Company’s stockholder return threshold to an 8.0% cumulative return prior to the Advisor receiving any distributions of net sales proceeds. See Note 15—"Subsequent Events" for additional information and definitions of the terms. The following table details amounts incurred and payable to affiliates in connection with the Company's related parties transactions as described above for the three months ended March 31, 2019 and 2018 and as of March 31, 2019 and December 31, 2018 (amounts in thousands): Incurred Payable For the Three Months Ended March 31, 2019 December 31, 2018 Fee Entity 2019 2018 Other offering costs reimbursement Carter Validus Advisors II, LLC and its affiliates $ — $ 647 $ — $ 89 Selling commissions and dealer manager fees SC Distributors, LLC — 1,689 — — Distribution and servicing fees SC Distributors, LLC (52 ) 374 9,300 10,218 Acquisition fees Carter Validus Advisors II, LLC and its affiliates — 1,019 — 32 Asset management fees Carter Validus Advisors II, LLC and its affiliates 3,494 3,099 1,165 1,182 Property management fees Carter Validus Real Estate Management Services II, LLC 1,209 1,037 483 420 Operating expense reimbursement Carter Validus Advisors II, LLC and its affiliates 730 312 224 421 Leasing commission fees Carter Validus Real Estate Management Services II, LLC 3 — 3 25 Construction management fees Carter Validus Real Estate Management Services II, LLC 129 111 181 40 Total $ 5,513 $ 8,288 $ 11,356 $ 12,427 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Management reviews the performance of individual properties and aggregates individual properties based on operating criteria into two reportable segments—commercial real estate investments in data centers and healthcare, and makes operating decisions based on these two reportable segments. The Company’s commercial real estate investments in data centers and healthcare are based on certain underwriting assumptions and operating criteria, which are different for data centers and healthcare. The Company evaluates performance based on net operating income of the individual properties in each segment. Net operating income, a non-GAAP financial measure, is defined as rental revenue, less rental expenses, which excludes depreciation and amortization, general and administrative expenses, asset management fees and interest and other expense, net. The Company believes that segment net operating income serves as a useful supplement to net income because it allows investors and management to measure unlevered property-level operating results and to compare operating results to the operating results of other real estate companies between periods on a consistent basis. Segment net operating income should not be considered as an alternative to net income determined in accordance with GAAP as an indicator of financial performance, and accordingly, the Company believes that in order to facilitate a clear understanding of the consolidated historical operating results, segment net operating income should be examined in conjunction with net income as presented in the accompanying condensed consolidated financial statements and data included elsewhere in this Quarterly Report on Form 10-Q . Non-segment assets primarily consist of corporate assets, including cash and cash equivalents, real estate and escrow deposits, deferred financing costs attributable to the revolving line of credit portion of the Company's secured credit facility and other assets not attributable to individual properties. Summary information for the reportable segments during the three months ended March 31, 2019 and 2018 , is as follows (amounts in thousands): Data Centers Healthcare Three Months Ended Revenue: Rental revenue $ 26,677 $ 19,790 $ 46,467 Expenses: Rental expenses (6,965 ) (2,163 ) (9,128 ) Segment net operating income $ 19,712 $ 17,627 37,339 Expenses: General and administrative expenses (1,403 ) Asset management fees (3,494 ) Depreciation and amortization (18,246 ) Income from operations 14,196 Interest and other expense, net (9,835 ) Net income attributable to common stockholders $ 4,361 Data Centers Healthcare Three Months Ended Revenue: Rental revenue $ 23,721 $ 17,573 $ 41,294 Expenses: Rental expenses (5,937 ) (2,353 ) (8,290 ) Segment net operating income $ 17,784 $ 15,220 33,004 Expenses: General and administrative expenses (943 ) Asset management fees (3,099 ) Depreciation and amortization (13,717 ) Income from operations 15,245 Interest and other expense, net (7,741 ) Net income attributable to common stockholders $ 7,504 There were no intersegment sales or transfers during the three months ended March 31, 2019 and 2018 . Assets by each reportable segment as of March 31, 2019 and December 31, 2018 are as follows (amounts in thousands): March 31, 2019 December 31, 2018 Assets by segment: Data centers $ 1,008,793 $ 1,001,357 Healthcare 893,057 900,114 All other 59,179 62,358 Total assets $ 1,961,029 $ 1,963,829 Capital additions and acquisitions by reportable segments for the three months ended March 31, 2019 and 2018 are as follows (amounts in thousands): Three Months Ended 2019 2018 Capital additions and acquisitions by segment: Data centers $ 995 $ 52,213 Healthcare 78 5,629 Total capital additions and acquisitions $ 1,073 $ 57,842 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Notes payable—Fixed Rate —The estimated fair value of notes payable — fixed rate measured using observable inputs from similar liabilities (Level 2) was approximately $216,542,000 and $214,282,000 as of March 31, 2019 and December 31, 2018 , respectively, as compared to the outstanding principal of $220,276,000 and $220,351,000 as of March 31, 2019 and December 31, 2018 , respectively. The estimated fair value of notes payable — variable rate fixed through interest rate swap agreements (Level 2) was approximately $243,258,000 and $241,739,000 as of March 31, 2019 and December 31, 2018 , respectively, as compared to the outstanding principal of $247,205,000 and $247,435,000 as of March 31, 2019 and December 31, 2018 , respectively. Secured credit facility —The outstanding principal of the secured credit facility—variable was $265,000,000 and $255,000,000 , which approximated its fair value as of March 31, 2019 and December 31, 2018 , respectively. The fair value of the Company's variable rate secured credit facility is estimated based on the interest rates currently offered to the Company by financial institutions. The estimated fair value of the secured credit facility—variable rate fixed through interest rate swap agreements (Level 2) was approximately $96,554,000 and $96,146,000 as of March 31, 2019 and December 31, 2018 , respectively, as compared to the outstanding principal of $100,000,000 as of March 31, 2019 and December 31, 2018 . Derivative instruments —Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amount the Company could realize, or be liable for, on disposition of the financial instruments. The Company determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy. The credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the respective counterparty. However, as of March 31, 2019 , the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions, and determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy. See Note 12—"Derivative Instruments and Hedging Activities" for a further discussion of the Company's derivative instruments. The following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018 (amounts in thousands): March 31, 2019 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Total Fair Assets: Derivative assets $ — $ 3,420 $ — $ 3,420 Total assets at fair value $ — $ 3,420 $ — $ 3,420 Liabilities: Derivative liabilities $ — $ 827 $ — $ 827 Total liabilities at fair value $ — $ 827 $ — $ 827 December 31, 2018 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Total Fair Assets: Derivative assets $ — $ 6,204 $ — $ 6,204 Total assets at fair value $ — $ 6,204 $ — $ 6,204 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. Changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in accumulated other comprehensive income in the accompanying condensed consolidated statements of stockholders' equity and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. On January 1, 2019, the Company adopted ASU 2017-12. As a result of the adoption of ASU 2017-12, the cumulative ineffectiveness gain of $103,000 previously recognized on existing cash flow hedges was reclassified to accumulated other comprehensive income from accumulated distributions in excess of earnings. See Note 2—"Summary of Significant Accounting Policies" for additional information regarding ASU 2017-12. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest and other expense, net, as interest payments are made on the Company’s variable rate debt. During the next twelve months, the Company estimates that an additional $2,343,000 will be reclassified from accumulated other comprehensive income as a decrease to interest and other expense, net. See Note 11—"Fair Value" for further discussion of the fair value of the Company’s derivative instruments. The following table summarizes the notional amount and fair value of the Company’s derivative instruments (amounts in thousands): Derivatives Balance Effective Maturity March 31, 2019 December 31, 2018 Outstanding Fair Value of Outstanding Fair Value of Asset (Liability) Asset (Liability) Interest rate swaps Other assets, net/Accounts 07/01/2016 to (1) 12/22/2020 to $ 497,205 $ 3,420 $ (827 ) $ 347,435 $ 6,204 $ — (1) During the three months ended March 31, 2019 , the Company entered into two interest rate swap agreements, with an effective date of April 1, 2019, which will effectively fix LIBOR related to $150,000,000 of the term loans of the secured credit facility. The notional amount under the agreements is an indication of the extent of the Company’s involvement in each instrument at the time, but does not represent exposure to credit, interest rate or market risks. Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company designated the interest rate swaps as cash flow hedges to hedge the variability of the anticipated cash flows on its variable rate secured credit facility and notes payable. The change in fair value of the derivative instruments that are designated as hedges are recorded in other comprehensive income (loss), or OCI, in the accompanying condensed consolidated statements of comprehensive income . The table below summarizes the amount of income (loss) recognized on the interest rate derivatives designated as cash flow hedges for the three months ended March 31, 2019 and 2018 (amounts in thousands): Derivatives in Cash Flow Hedging Relationships Amount of Income (Loss) Recognized Location of (Loss) Income Amount of (Loss) Income For the Three Months Ended March 31, 2019 Interest rate swaps $ (2,955 ) Interest and other expense, net $ 656 Total $ (2,955 ) $ 656 For the Three Months Ended March 31, 2018 Interest rate swaps $ 4,446 Interest and other expense, net $ (129 ) Total $ 4,446 $ (129 ) Credit Risk-Related Contingent Features T he Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. The Company records credit risk valuation adjustments on its interest rate swaps based on the respective credit quality of the Company and the counterparty. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. As of March 31, 2019 , the fair value of derivatives in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to the agreement, was $820,000 . As of March 31, 2019 , there were no termination events or events of default related to the interest rate swaps. Tabular Disclosure Offsetting Derivatives The Company has elected not to offset derivative positions in its condensed consolidated financial statements. The following tables present the effect on the Company’s financial position had the Company made the election to offset its derivative positions as of March 31, 2019 and December 31, 2018 (amounts in thousands): Offsetting of Derivative Assets Gross Amounts Not Offset in the Balance Sheet Gross Gross Amounts Net Amounts of Financial Instruments Cash Collateral Net March 31, 2019 $ 3,420 $ — $ 3,420 $ (84 ) $ — $ 3,336 December 31, 2018 $ 6,204 $ — $ 6,204 $ — $ — $ 6,204 Offsetting of Derivative Liabilities Gross Amounts Not Offset in the Balance Sheet Gross Gross Amounts Net Amounts of Financial Instruments Cash Collateral Net March 31, 2019 $ 827 $ — $ 827 $ (84 ) $ — $ 743 December 31, 2018 $ — $ — $ — $ — $ — $ — The Company reports derivative assets and derivative liabilities in the accompanying condensed consolidated balance sheets as other assets, net, and accounts payable and other liabilities, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following table presents a rollforward of amounts recognized in accumulated other comprehensive income by component for the three months ended March 31, 2019 and 2018 (amounts in thousands): Unrealized Income on Derivative Balance as of December 31, 2018 $ 6,100 Cumulative effect of accounting change 103 Balance as of January 1, 2019 6,203 Other comprehensive loss before reclassification (2,955 ) Amount of income reclassified from accumulated other comprehensive income to net income (656 ) Other comprehensive income (3,611 ) Balance as of March 31, 2019 $ 2,592 Unrealized Income on Derivative Balance as of December 31, 2017 $ 3,710 Other comprehensive income before reclassification 4,446 Amount of loss reclassified from accumulated other comprehensive income to net income 129 Other comprehensive income 4,575 Balance as of March 31, 2018 $ 8,285 The following table presents reclassifications out of accumulated other comprehensive income for the three months ended March 31, 2019 and 2018 (amounts in thousands): Details about Accumulated Other Amounts Reclassified from Affected Line Items in the Condensed Consolidated Statements of Comprehensive Income Three Months Ended 2019 2018 Interest rate swap contracts $ (656 ) $ 129 Interest and other expense, net |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation In the ordinary course of business, the Company may become subject to litigation or claims. As of March 31, 2019 , there were, and currently there are, no material pending legal proceedings to which the Company is a party. While the resolution of a lawsuit or proceeding may have an impact to the Company's financial results for the period in which it is resolved, the Company believes that the final disposition of the lawsuits or proceedings in which it is currently involved, either individually or in the aggregate, will not have a material adverse effect on its financial position, results of operations or liquidity. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Distributions Paid to Stockholders The following table summarizes the Company's distributions paid subsequent to March 31, 2019 (amounts in thousands): Payment Date Common Stock Cash DRIP Total Distribution Apri1 1, 2019 (1) Class A $ 2,458 $ 2,144 $ 4,602 Apri1 1, 2019 (1) Class I 406 292 698 Apri1 1, 2019 (1) Class T 824 1,025 1,849 Apri1 1, 2019 (1) Class T2 71 95 166 $ 3,759 $ 3,556 $ 7,315 May 1, 2019 (2) Class A $ 2,393 $ 2,042 $ 4,435 May 1, 2019 (2) Class I 393 280 673 May 1, 2019 (2) Class T 808 979 1,787 May 1, 2019 (2) Class T2 69 92 161 $ 3,663 $ 3,393 $ 7,056 (1) Distributions declared to stockholders of record as of the close of business on each day of the period commencing on March 1, 2019 and ending on March 31, 2019. (2) Distributions declared to stockholders of record as of the close of business on each day of the period commencing on April 1, 2019 and ending on April 30, 2019. Distributions Authorized Class A Shares On May 10, 2019 , the board of directors of the Company approved and authorized a daily distribution to the Company’s Class A stockholders of record as of the close of business on each day of the period commencing on June 1, 2019 and ending on August 31, 2019. The distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001802170 per share of Class A common stock, which will be equal to an annualized distribution rate of 6.40% , assuming a purchase price of $10.278 per Class A share. The distributions declared for each record date in June 2019, July 2019 and August 2019 will be paid in July 2019, August 2019 and September 2019, respectively. The distributions will be payable to stockholders from legally available funds therefor. Class I Shares On May 10, 2019 , the board of directors of the Company approved and authorized a daily distribution to the Company’s Class I stockholders of record as of the close of business on each day of the period commencing on June 1, 2019 and ending on August 31, 2019. The distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001802170 per share of Class I common stock, which will be equal to an annualized distribution rate of 7.04% , assuming a purchase price of $9.343 per Class I share. The distributions declared for each record date in June 2019, July 2019 and August 2019 will be paid in July 2019, August 2019 and September 2019, respectively. The distributions will be payable to stockholders from legally available funds therefor. Class T Shares On May 10, 2019 , the board of directors of the Company approved and authorized a daily distribution to the Company’s Class T stockholders of record as of the close of business on each day of the period commencing on June 1, 2019 and ending on August 31, 2019. The distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001561644 per share of Class T common stock, which will be equal to an annualized distribution rate of 5.79% , assuming a purchase price of $9.840 per Class T share. The distributions declared for each record date in June 2019, July 2019 and August 2019 will be paid in July 2019, August 2019 and September 2019, respectively. The distributions will be payable to stockholders from legally available funds therefor. Class T2 Shares On May 10, 2019 , the board of directors of the Company approved and authorized a daily distribution to the Company’s Class T2 stockholders of record as of the close of business on each day of the period commencing on June 1, 2019 and ending on August 31, 2019. The distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001561644 per share of Class T2 common stock, which will be equal to an annualized distribution rate of 5.82% , assuming a purchase price of $9.788 per Class T2 share. The distributions declared for each record date in June 2019, July 2019 and August 2019 will be paid in July 2019, August 2019 and September 2019, respectively. The distributions will be payable to stockholders from legally available funds therefor. Agreement and Plan of Merger On April 11, 2019, the Company, along with Carter Validus Mission Critical REIT, Inc. (“REIT I”), the Company’s operating partnership (“REIT II Operating Partnership”), Carter/Validus Operating Partnership, LP, the operating partnership of REIT I (“REIT I Operating Partnership”), and Lightning Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, REIT I will merge with and into Merger Sub (the “REIT Merger”), with Merger Sub surviving the REIT Merger (the “Surviving Entity”), such that following the REIT Merger, the Surviving Entity will continue as a wholly owned subsidiary of the Company. In accordance with the applicable provisions of the Maryland General Corporation Law, the separate existence of REIT I shall cease. At the effective time of the REIT Merger and subject to the terms and conditions of the Merger Agreement, each issued and outstanding share of REIT I’s common stock (or a fraction thereof), $0.01 par value per share (the “REIT I Common Stock”), will be converted into the right to receive: (i) $1.00 in cash; and (ii) 0.4681 shares of REIT II Class A Common Stock, par value $0.01 per share, or the REIT II Class A Common Stock. In addition, each share of REIT I Common Stock, if any, then held by any wholly owned subsidiary of REIT I or by the Company or any of its wholly owned subsidiaries will no longer be outstanding and will automatically be retired and cease to exist, and no consideration shall be paid, nor any other payment or right inure or be made with respect to such shares of REIT I Common Stock in connection with or as a consequence of the REIT Merger. The combined company after the REIT Merger (the “Combined Company”) will retain the name “Carter Validus Mission Critical REIT II, Inc.” The REIT Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended. If the Merger Agreement is terminated in connection with REIT I’s acceptance of a Superior Proposal or making an Adverse Recommendation Change, then REIT I must pay to the Company a termination fee of (i) $14,400,000 if it occurred within five business days of the end of the specified period for negotiations with the Company following notice (received within five business days of the Go Shop Period End Time, as defined in the Merger Agreement,) that REIT I intends to enter into a Superior Proposal or (ii) $28,800,000 if it occurred thereafter. Fifth Amendment to Operating Partnership Agreement Concurrently with the entry into the Merger Agreement, the Company entered into an amendment (the “Fifth Amendment”) to the Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP (the “Partnership Agreement”), as amended, by and between the Company, which holds both general partner and limited partner interests in the REIT II Operating Partnership, and REIT II Advisor, which holds a special limited partner interest in the REIT II Operating Partnership. The Fifth Amendment will become effective at the effective time of the REIT Merger. The purpose of the Fifth Amendment is to revise the economic interests of the REIT II Advisor by providing that the REIT II Advisor will not receive any distributions of Net Sales Proceeds (as defined in the Partnership Agreement) pursuant to the Partnership Agreement. Amended and Restated Advisory Agreement Concurrently with the entry into the Merger Agreement, the Company, REIT I Operating Partnership, REIT II Operating Partnership and Carter Validus Advisors II, LLC (“REIT II Advisor”) entered into the Third Amended and Restated REIT II Advisory Agreement (the “Amended REIT II Advisory Agreement”), which shall become effective at the effective time of the REIT Merger. The Amended REIT II Advisory Agreement will amend REIT II’s existing advisory agreement, dated as of June 10, 2014, to add REIT I Operating Partnership as a party and to increase the Combined Company’s stockholder return threshold to an 8.0% cumulative return prior to REIT II Advisor receiving any distributions of Net Sales Proceeds (as defined in the Amended REIT II Advisory Agreement). Sixth Amended and Restated Share Repurchase Program In connection with the transactions contemplated herein, on April 10, 2019, the Company's board of directors approved the Sixth Amended and Restated Share Repurchase Program (the “Sixth Amended & Restated SRP”), which will become effective on May 11, 2019, and will apply beginning with repurchases made on the 2019 third quarter Repurchase Date. Under the Sixth Amended & Restated SRP, the Company will only repurchase shares of common stock (Class A shares, Class I shares, Class T Shares and Class T2 shares) in connection with the death, qualifying disability, or involuntary exigent circumstance (as determined by the Company's board of directors in its sole discretion) of a stockholder, subject to certain terms and conditions specified in the Sixth Amended & Restated SRP. Consent and Second Amendment to KeyBank Credit Facility On April 11, 2019, REIT II Operating Partnership, the Company, and certain of REIT II Operating Partnership’s subsidiaries entered into the Consent and Second Amendment to the Third Amended and Restated Credit Agreement (the “KeyBank Credit Facility”), with KeyBank National Association, a national banking association (“KeyBank”), certain other lenders, and KeyBank, as Administrative Agent, which provides for KeyBank’s consent, as Administrative Agent, to REIT I Operating Partnership’s and the Company’s execution and delivery of the Merger Agreement, and a conditional consent to the consummation of the Merger Agreement, subject to certain Merger Effectiveness Conditions (as defined in the Consent and Second Amendment). In addition, the Consent and Second Amendment to the KeyBank Credit Facility (i) increases the amount of Secured Debt that is Recourse Indebtedness (as defined in the KeyBank Credit Facility) from 15% to 17.5% for four full consecutive fiscal quarters immediately following the date on which the REIT Merger is consummated and one partial fiscal quarter (to include the quarter in which the REIT Merger is consummated, if this occurs), (ii) allows, after April 27, 2019, the REIT II Operating Partnership, the Company, Merger Sub and the REIT I Operating Partnership to incur, assume or guarantee indebtedness as permitted under the KeyBank Credit Facility and with respect to which there is a lien on any equity interests of such entity, and (iii) from and after the consummation of the REIT Merger, allows Merger Sub and REIT I Operating Partnership to be additional guarantors to the KeyBank Credit Facility. Bridge Facility On April 11, 2019, in connection with the execution of the Merger Agreement, REIT II Operating Partnership (the “Borrower”), entered into a commitment letter (the “Commitment Letter”) to obtain a senior secured bridge facility ( the “Bridge Facility”) with SunTrust Bank and KeyBank, collectively, as the “Lenders”, and SunTrust Robinson Humphrey, Inc. and KeyBanc Capital Markets Inc., collectively, as the “Lead Arrangers”, in an amount of $475,000,000 . The Bridge Facility has a six month term from April 11, 2019. The Bridge Facility must be closed on or before the date that is six months from April 11, 2019. The annual interest rate payable under the Bridge Facility, at the Borrower’s option, shall be either (i) the London Interbank Offered Rate (“LIBOR”), plus the Applicable LIBOR Margin; or (ii) the Base Rate, plus the Applicable Base Rate Margin. The Base Rate is defined as the greater of (a) the fluctuating annual rate of interest announced from time to time by SunTrust as its “prime rate”, (b) one half of one percent ( 0.5% ) above the Federal Funds Effective Rate, or (c) 1.0% . The Applicable Margin shall be 225 basis points for LIBOR Loans (and 125 basis points for Base Rate Loans) with automatic increases of 25 basis points to each margin every 90 days following the Closing Date. The Bridge Facility is interest only paid on a monthly basis with all principal due at maturity. Additionally, the Borrower agreed to pay certain fees indicated in a separate fee letter: underwriting fee and commitment fee together equal to 50 basis points of the Bridge Facility; structuring fee equal to the greater of (a) $350,000 or (b) 10 basis points of the Bridge Facility; funding fee equal to 50 basis points of the funded amount and ticking fee equal to 12 basis points of the Bridge Facility per annum. The funding of the Bridge Facility provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including but not limited to (i) the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Commitment Letter and (ii) the consummation of the REIT Merger in accordance with the Merger Agreement. The Bridge Facility will be collateralized by the Bridge Pool Properties as defined in the Commitment Letter, which will be comprised of certain, but not all, REIT I properties. Renewal of the Management Agreement On May 10, 2019, the board of directors, including all independent directors of the Company, after review of the Property Manager’s performance during the last year, authorized the Company to execute a mutual consent to renew the management agreement by and among the Company, the Operating Partnership and the Property Manager, dated May 19, 2014, as amended and renewed. The renewal will be for a one -year term and will be effective as of May 19, 2019. Renewal of the Advisory Agreement On May 10, 2019, the board of directors, including all independent directors of the Company, after review of the Advisor’s performance during the last year, authorized the Company to execute a mutual consent to renew the amended and restated advisory agreement, by and among the Company, the Operating Partnership and the Advisor, dated June 10, 2014, as amended and renewed. The renewal will be for a one -year term and will be effective as of June 10, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated 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 condensed consolidated financial statements and accompanying notes in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are made and evaluated on an ongoing 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. |
Restricted Cash | Restricted Cash Restricted cash consists of restricted cash held in escrow and restricted bank deposits. Restricted cash held in escrow includes cash held by lenders in escrow accounts for tenant and capital improvements, repairs and maintenance and other lender reserves for certain properties, in accordance with the respective lender’s loan agreement. Restricted cash held in escrow is reported in other assets, net, in the accompanying condensed consolidated balance sheets . Restricted bank deposits consist of tenant receipts for certain properties which are required to be deposited into lender-controlled accounts in accordance with the respective lender's loan agreement. Restricted bank deposits are reported in other assets, net, in the accompanying condensed consolidated balance sheets . See Note 6—"Other Assets, Net" . |
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 assets through its undiscounted future cash flows and their eventual disposition. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of the assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the assets. 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 expected 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, as well as the carrying value of the real estate and related assets. In addition, the Company applies a market approach using comparable sales for certain properties. The use of alternative assumptions in the market approach analysis could result in a different determination of the property’s estimated fair value 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. Impairment of Acquired Intangible Assets For the three months ended March 31, 2019 , the Company recognized an impairment of one in-place lease intangible asset in the amount of approximately $2,658,000 , related to a healthcare tenant of the Company experiencing financial difficulties, by accelerating the amortization of the intangible asset. |
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts | Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts Effective January 1, 2018, the Company recognizes non-rental related revenue in accordance with Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers , or ASC 606. The Company has identified its revenue streams as rental income from leasing arrangements and tenant reimbursements, which are outside the scope of ASC 606. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Non-rental revenue, subject to ASC 606, is immaterial to the Company's condensed consolidated financial statements. The majority of the Company's revenue is derived from rental revenue which is accounted for in accordance with ASC 842, Leases, or ASC 842. In accordance with ASC 842, minimum rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). For lease arrangements when it is not probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis or the lease payments that have been collected from the lessee. Differences between rental income recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. Tenant reimbursements, which are comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized when the services are provided and the performance obligations are satisfied. Prior to the adoption of ASC 842, tenant receivables and straight-line rent receivables were carried net of the provision for credit losses. The provision for credit losses was established for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company’s determination of the adequacy of these provisions was based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. Effective January 1, 2019, upon adoption of ASC 842, the Company is no longer recording a provision for credit losses but is, instead, assessing whether or not it is probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease. Where it is not probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis or the lease payments that have been collected from the lessee. For the three months ended March 31, 2019 , the Company recorded $445,000 as a reduction in rental revenue in the accompanying condensed consolidated statements of comprehensive income . |
Concentration of Credit Risk and Significant Leases | Concentration of Credit Risk and Significant Leases As of March 31, 2019 , the Company had cash on deposit, including restricted cash, in certain financial institutions that had deposits in excess of current federally insured levels. The Company limits its cash investments to financial institutions with high credit standings; 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. As of March 31, 2019 , the Company owned real estate investments in 42 metropolitan statistical areas, or MSAs, and one micropolitan statistical area, one of which accounted for 10.0% or more of revenue. Real estate investments located in the Atlanta-Sandy Springs-Roswell, Georgia MSA accounted for 15.6% of revenue for the three months ended March 31, 2019 . As of March 31, 2019 , the Company had no exposure to tenant concentration that accounted for 10.0% or more of revenue for the three months ended March 31, 2019 . |
Share Repurchase Program | Share Repurchase Program The Company’s share repurchase program allows for repurchases of shares of the Company’s common stock when certain criteria are met. The share repurchase program provides that all repurchases during any calendar year, including those redeemable upon death or a Qualifying Disability of a stockholder, are limited to those that can be funded with equivalent proceeds raised from the distribution reinvestment plan, or the DRIP Offering, during the prior calendar year and other operating funds, if any, as the board of directors, in its sole discretion, may reserve for this purpose. Repurchases of shares of the Company’s common stock are at the sole discretion of the Company’s board of directors, provided, however, that the Company will limit the number of shares repurchased during any calendar year to 5.0% of the number of shares of common stock outstanding as of December 31 st of the previous calendar year. In addition, the Company’s board of directors, in its sole discretion, may suspend (in whole or in part) the share repurchase program at any time, and may amend, reduce, terminate or otherwise change the share repurchase program upon 30 days' prior notice to the Company’s stockholders for any reason it deems appropriate. During the three months ended March 31, 2019 , the Company repurchased 1,160,279 Class A shares, Class I shares and Class T shares of common stock ( 858,080 Class A shares, 108,765 Class I shares and 193,434 Class T shares) for an aggregate purchase price of approximately $10,733,000 (an average of $9.25 per share). During the three months ended March 31, 2018 , the Company repurchased 917,212 Class A shares and Class T shares of common stock ( 842,952 Class A shares and 74,260 Class T shares) for an aggregate purchase price of approximately $8,420,000 (an average of $9.18 per share). In connection with the Merger Agreement (as defined in Note 15—"Subsequent Events" ), on April 10, 2019, the Company's board of directors approved the sixth amended and restated share repurchase program. See Note 15—"Subsequent Events" for additional information. |
Distribution Policy and Distributions Payable | Distribution Policy and Distributions Payable In order to maintain its status as a REIT, the Company is required to make distributions each taxable year equal to at least 90% of its REIT taxable income, computed without regard to the dividends paid deduction and excluding capital gains. To the extent funds are available, the Company intends to continue to pay regular distributions to stockholders. Distributions are paid to stockholders of record as of the applicable record dates. Distributions are payable to stockholders from legally available funds therefor. The Company declared distributions per share of common stock in the amounts of $0.16 and $0.15 for the three months ended March 31, 2019 and 2018 , respectively. See Note 15—"Subsequent Events" for information regarding distributions subsequent to March 31, 2019 . |
Earnings Per Share | Earnings Per Share The Company calculates basic earnings per share by dividing net income attributable to common stockholders 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 months ended March 31, 2019 and 2018 , diluted earnings per share reflected the effect of approximately 26,000 and 18,000 shares, respectively, of non-vested shares of restricted common stock that were outstanding as of such 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 March 31, 2019 and December 31, 2018 , the Company operated through two reportable segments— real estate investments in data centers and healthcare. With the continued expansion of the Company’s portfolio, segregation of the Company’s operations into two reporting segments is useful in assessing the performance of the Company’s business in the same way that management reviews performance and makes operating decisions. See Note 10—"Segment Reporting" for further discussion on the reportable segments of the Company. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities As required by ASC 815, Derivatives and Hedging , or ASC 815, the Company records all derivative instruments as assets and 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 income or loss is recognized in the condensed consolidated statements of comprehensive income during the current period. The Company is exposed to variability in expected future cash flows that are attributable to interest rate changes in the normal course of business. The Company’s primary strategy in entering into derivative contracts is to add stability to future cash flows by managing its exposure to interest rate movements. The Company utilizes derivative instruments, including interest rate swaps, to effectively convert some its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes. In accordance with ASC 815, the Company designates 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 gain or loss on the derivative instrument is reported as a component of other comprehensive income in the condensed consolidated statements of comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and the same period during which the hedged transaction affects earnings. See additional discussion in Note 12—"Derivative Instruments and Hedging Activities." The Company reflects all derivative instruments at fair value as either assets or liabilities on the condensed consolidated balance sheets . In accordance with the fair value measurement guidance Accounting Standards Update, or ASU, 2011-04, Fair Value Measurement , the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board, or FASB established ASC 842, by issuing ASU 2016-02, Leases , which replaces the guidance previously outlined in ASC Topic 840, Leases . The new standard increases transparency by requiring the recognition by lessees of right-of-use, or ROU, assets and operating lease liabilities on the balance sheet for all leases with a term of greater than 12 months, regardless of lease classification. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted ASC 842, effective January 1, 2019, using the modified retrospective approach. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. Further, the Company is amortizing the ROU assets and operating lease liabilities over the remaining lease term and is presenting the amortization of ROU assets - operating leases and accretion of operating lease liabilities as a single line item within operating activities in the condensed consolidated statement of cash flow for the three months ended March 31, 2019. The Company elected the package of practical expedients, which permits it to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. Lessor As a lessor, the Company's recognition of rental revenue remained largely unchanged, apart from the narrower definition of initial direct costs that can be capitalized. Effective January 1, 2019, indirect leasing costs, such as legal costs related to lease negotiations will no longer meet the definition of capitalized initial direct costs under ASU 2016-02 and will be recorded in general and administrative expenses in the condensed consolidated statements of comprehensive income , and will no longer be capitalized. In July 2018, the FASB issued ASU 2018-11, Targeted Improvements , to simplify the guidance, that allows lessors to combine non-lease components with the related lease components if both the timing and pattern of transfer are the same for the non-lease component and related lease component, and the lease component would be classified as an operating lease. The single combined component is accounted for under ASC 842 if the lease component is the predominant component and is accounted for under ASC 606, if the non-lease components are the predominant components. Lessors are permitted to apply the practical expedient to all existing leases on a retrospective or prospective basis. The Company elected the practical expedient to combine its lease and non-lease components that meet the defined criteria and is accounting for the combined lease component under ASC 842. As a result, the Company is no longer presenting rental revenue and tenant reimbursements related to common area maintenance and other expense recoveries separately in the condensed consolidated statements of comprehensive income . In December 2018, the FASB issued ASU 2018-20, Narrow-Scope Improvements for Lessors , that allows lessors to make an accounting policy election not to evaluate whether real estate taxes and other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. ASU 2018-20 also requires lessors to (1) exclude lessor costs paid directly by lessees to third parties on the lessor’s behalf from variable payments and therefore variable lease revenue and (2) include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense. The Company adopted ASU 2018-20 effective January 1, 2019. The adoption of this standard resulted in a decrease of approximately $406,000 in rental revenue and rental expense, as the aforementioned real estate tax payments are paid by a lessee directly to a third party, and, therefore, are no longer presented on a gross basis in the Company's condensed consolidated statements of comprehensive income . The adoption of this standard had no impact on the Company's net income attributable to common stockholders. Lessee The Company is a lessee on six ground leases, for which three do not have corresponding operating lease liabilities because the Company did not have future payment obligations at the acquisition of these leases. The Company recognized a ROU asset and operating lease liability on the Company's condensed consolidated balance sheet due to the adoption of ASU 2016-02. See Note 5 —"Leases" for further discussion. Derivatives and Hedging In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities , or ASU 2017-12. The objectives of ASU 2017-12 are to (i) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (ii) reduce the complexity of and simplify the application of hedge accounting by preparers. The Company adopted this standard on January 1, 2019. The adoption of ASU 2017-12 resulted in an immaterial cumulative adjustment to accumulated other comprehensive income related to the cumulative ineffectiveness previously recognized on existing cash flow hedges on the Company's condensed consolidated financial statements. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes , or ASU 2018-16. ASU 2018-16 permits the use of the OIS rate based on SOFR as a United States benchmark interest rate for hedge accounting purposes under Topic 815. ASU 2018-16 was effective upon adoption of ASU 2017-12. The Company adopted ASU 2018-16 on January 1, 2019, and its provisions did not have an impact on its condensed consolidated financial statements. Disclosure Update and Simplification In August 2018, the SEC issued a final rule, SEC Final Rule Release No. 33-10532, Disclosure Update and Simplification , that amends the interim financial statement requirements to require a reconciliation of changes in stockholders' equity in the notes or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders' equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. Registrants will have to provide the reconciliation for both the year-to-date and quarterly periods and comparable periods in Form 10-Q, but only for the year-to-date periods in registration statements. The final rule became effective on November 5, 2018. As a result, the Company applied these changes in the presentation of the Company's condensed consolidated statement of stockholders' equity for the three months ended March 31, 2019 and 2018. Recently Issued Accounting Pronouncements Not Yet Adopted Fair Value Measurement In August 2018, the FASB issued ASU 2018-13 , Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , or ASU 2018-13. ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between the levels and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds certain disclosure requirements, including the requirement to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. The Company is in the process of evaluating the impact that ASU 2018-13 will have on the Company's condensed consolidated financial statements. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, primarily related to the recently adopted accounting pronouncements discussed within this note. Amounts previously disclosed as rental and parking revenue and tenant reimbursements during the three months ended March 31, 2018, are now included in rental revenue and will no longer be presented separately on the condensed consolidated statements of comprehensive income. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the totals shown in the condensed consolidated statements of cash flows (amounts in thousands): Three Months Ended Beginning of period: 2019 2018 Cash and cash equivalents 68,360 74,803 Restricted cash 11,167 10,944 Cash, cash equivalents and restricted cash $ 79,527 $ 85,747 End of period: Cash and cash equivalents 73,727 76,734 Restricted cash 11,614 12,885 Cash, cash equivalents and restricted cash $ 85,341 $ 89,619 |
Acquired Intangible Assets, N_2
Acquired Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Acquired Intangible Assets, Net | Acquired intangible assets, net, consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands, except weighted average life amounts): March 31, 2019 December 31, 2018 In-place leases, net of accumulated amortization of $45,523 and $41,143, respectively (with a weighted average remaining life of 9.8 years and 10.1 years, respectively) $ 143,496 $ 151,135 Above-market leases, net of accumulated amortization of $1,055 and $899, respectively (with a weighted average remaining life of 4.8 years and 5.1 years, respectively) 1,554 1,710 Ground lease assets, net of accumulated amortization of $0 and $39, respectively (with a weighted average remaining life of 0.0 years and 83.5 years, respectively) — (1) 1,359 $ 145,050 $ 154,204 (1) On January 1, 2019, as part of the adoption of ASC 842, as discussed in Note 2—"Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements", the Company reclassified the ground lease assets balance from acquired intangible assets, net, to right-of-use assets - operating leases within the condensed consolidated balance sheet. |
Intangible Lease Liabilities,_2
Intangible Lease Liabilities, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Lease Liabilities, Net [Abstract] | |
Schedule of Intangible Lease Liabilities, Net | Intangible lease liabilities, net, consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands, except weighted average life amounts): March 31, 2019 December 31, 2018 Below-market leases, net of accumulated amortization of $8,824 and $7,592, respectively (with a weighted average remaining life of 17.4 years and 17.6 years, respectively) $ 56,374 $ 57,606 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Future Minimum Rent to Lessor from Operating Leases | Future minimum rent to be received from the Company's investments in real estate assets under the terms of non-cancelable operating leases in effect as of March 31, 2019, including optional renewal periods for the nine months ending December 31, 2019 , and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2019 $ 109,153 2020 146,830 2021 149,142 2022 144,560 2023 141,915 Thereafter 1,005,068 $ 1,696,668 |
Schedule of Future Minimum Rent from Lessee for Ground Leases | The future minimum rent obligations, discounted by the Company's adjusted incremental borrowing rates, under non-cancelable ground leases, for the nine months ending December 31, 2019 , and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2019 $ 402 2020 536 2021 536 2022 536 2023 536 Thereafter 70,165 Total undiscounted rental payments 72,711 Less imputed interest (63,961 ) Total operating lease liabilities $ 8,750 |
Schedule of Future Minimum Rent from Lessee for Ground Leases - ASC 840 | The following represents approximate future minimum rent obligations under non-cancelable ground leases by year as of December 31, 2018, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount 2019 $ 123 2020 123 2021 123 2022 123 2023 123 Thereafter 2,246 Total undiscounted rental payments $ 2,861 This table excludes future lease payment obligations from one tenant that pays the ground lease obligations directly to the lessor, consistent with the Company's accounting policy prior to its adoption of ASC 842 on January 1, 2019. |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Assets [Abstract] | |
Schedule of Other Assets, Net | Other assets, net, consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands): March 31, 2019 December 31, 2018 Deferred financing costs, related to the revolver portion of the secured credit facility, net of accumulated amortization of $4,915 and $4,686, respectively $ 2,886 $ 3,053 Restricted cash 11,614 11,167 Tenant receivables 4,749 6,080 Straight-line rent receivable 35,359 32,685 Prepaid and other assets 9,093 8,344 Derivative assets 3,420 6,204 $ 67,121 $ 67,533 |
Accounts Payable and Other Li_2
Accounts Payable and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Liabilities | Accounts payable and other liabilities, as of March 31, 2019 and December 31, 2018 , consisted of the following (amounts in thousands): March 31, 2019 December 31, 2018 Accounts payable and accrued expenses $ 10,135 $ 9,188 Accrued interest expense 3,129 3,219 Accrued property taxes 2,299 2,309 Distributions payable to stockholders 7,315 7,317 Tenant deposits 875 875 Deferred rental income 6,431 6,647 Derivative liabilities 827 — $ 31,011 $ 29,555 |
Notes Payable and Secured Cre_2
Notes Payable and Secured Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt outstanding as of March 31, 2019 and December 31, 2018 , consisted of the following (amounts in thousands): March 31, 2019 December 31, 2018 Notes payable: Fixed rate notes payable $ 220,276 $ 220,351 Variable rate notes payable fixed through interest rate swaps 247,205 247,435 Total notes payable, principal amount outstanding 467,481 467,786 Unamortized deferred financing costs related to notes payable (3,208 ) (3,441 ) Total notes payable, net of deferred financing costs 464,273 464,345 Secured credit facility: Variable rate revolving line of credit 115,000 $ 105,000 Variable rate term loan fixed through interest rate swaps 100,000 100,000 Variable rate term loans 150,000 150,000 Total secured credit facility, principal amount outstanding 365,000 355,000 Unamortized deferred financing costs related to the term loan secured credit facility (2,396 ) (2,489 ) Total secured credit facility, net of deferred financing costs 362,604 352,511 Total debt outstanding $ 826,877 $ 816,856 |
Schedule of Future Principal Payments Due on Notes Payable and Secured Credit Facility | The principal payments due on the notes payable and secured credit facility for the nine months ending December 31, 2019 , and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2019 $ 1,681 2020 4,530 2021 155,207 2022 279,922 2023 252,712 Thereafter 138,429 $ 832,481 |
Related-Party Transactions an_2
Related-Party Transactions and Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table details amounts incurred and payable to affiliates in connection with the Company's related parties transactions as described above for the three months ended March 31, 2019 and 2018 and as of March 31, 2019 and December 31, 2018 (amounts in thousands): Incurred Payable For the Three Months Ended March 31, 2019 December 31, 2018 Fee Entity 2019 2018 Other offering costs reimbursement Carter Validus Advisors II, LLC and its affiliates $ — $ 647 $ — $ 89 Selling commissions and dealer manager fees SC Distributors, LLC — 1,689 — — Distribution and servicing fees SC Distributors, LLC (52 ) 374 9,300 10,218 Acquisition fees Carter Validus Advisors II, LLC and its affiliates — 1,019 — 32 Asset management fees Carter Validus Advisors II, LLC and its affiliates 3,494 3,099 1,165 1,182 Property management fees Carter Validus Real Estate Management Services II, LLC 1,209 1,037 483 420 Operating expense reimbursement Carter Validus Advisors II, LLC and its affiliates 730 312 224 421 Leasing commission fees Carter Validus Real Estate Management Services II, LLC 3 — 3 25 Construction management fees Carter Validus Real Estate Management Services II, LLC 129 111 181 40 Total $ 5,513 $ 8,288 $ 11,356 $ 12,427 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Information for Reportable Segments | Summary information for the reportable segments during the three months ended March 31, 2019 and 2018 , is as follows (amounts in thousands): Data Centers Healthcare Three Months Ended Revenue: Rental revenue $ 26,677 $ 19,790 $ 46,467 Expenses: Rental expenses (6,965 ) (2,163 ) (9,128 ) Segment net operating income $ 19,712 $ 17,627 37,339 Expenses: General and administrative expenses (1,403 ) Asset management fees (3,494 ) Depreciation and amortization (18,246 ) Income from operations 14,196 Interest and other expense, net (9,835 ) Net income attributable to common stockholders $ 4,361 Data Centers Healthcare Three Months Ended Revenue: Rental revenue $ 23,721 $ 17,573 $ 41,294 Expenses: Rental expenses (5,937 ) (2,353 ) (8,290 ) Segment net operating income $ 17,784 $ 15,220 33,004 Expenses: General and administrative expenses (943 ) Asset management fees (3,099 ) Depreciation and amortization (13,717 ) Income from operations 15,245 Interest and other expense, net (7,741 ) Net income attributable to common stockholders $ 7,504 |
Schedule of Assets by Reportable Segments | Assets by each reportable segment as of March 31, 2019 and December 31, 2018 are as follows (amounts in thousands): March 31, 2019 December 31, 2018 Assets by segment: Data centers $ 1,008,793 $ 1,001,357 Healthcare 893,057 900,114 All other 59,179 62,358 Total assets $ 1,961,029 $ 1,963,829 |
Schedule of Capital Additions and Acquisitions by Reportable Segments | Capital additions and acquisitions by reportable segments for the three months ended March 31, 2019 and 2018 are as follows (amounts in thousands): Three Months Ended 2019 2018 Capital additions and acquisitions by segment: Data centers $ 995 $ 52,213 Healthcare 78 5,629 Total capital additions and acquisitions $ 1,073 $ 57,842 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018 (amounts in thousands): March 31, 2019 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Total Fair Assets: Derivative assets $ — $ 3,420 $ — $ 3,420 Total assets at fair value $ — $ 3,420 $ — $ 3,420 Liabilities: Derivative liabilities $ — $ 827 $ — $ 827 Total liabilities at fair value $ — $ 827 $ — $ 827 December 31, 2018 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Total Fair Assets: Derivative assets $ — $ 6,204 $ — $ 6,204 Total assets at fair value $ — $ 6,204 $ — $ 6,204 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the Notional Amount and Fair Value of Derivative Instruments | The following table summarizes the notional amount and fair value of the Company’s derivative instruments (amounts in thousands): Derivatives Balance Effective Maturity March 31, 2019 December 31, 2018 Outstanding Fair Value of Outstanding Fair Value of Asset (Liability) Asset (Liability) Interest rate swaps Other assets, net/Accounts 07/01/2016 to (1) 12/22/2020 to $ 497,205 $ 3,420 $ (827 ) $ 347,435 $ 6,204 $ — (1) During the three months ended March 31, 2019 , the Company entered into two interest rate swap agreements, with an effective date of April 1, 2019, which will effectively fix LIBOR related to $150,000,000 of the term loans of the secured credit facility. |
Schedule of Income and Losses Recognized on Derivative Instruments | The table below summarizes the amount of income (loss) recognized on the interest rate derivatives designated as cash flow hedges for the three months ended March 31, 2019 and 2018 (amounts in thousands): Derivatives in Cash Flow Hedging Relationships Amount of Income (Loss) Recognized Location of (Loss) Income Amount of (Loss) Income For the Three Months Ended March 31, 2019 Interest rate swaps $ (2,955 ) Interest and other expense, net $ 656 Total $ (2,955 ) $ 656 For the Three Months Ended March 31, 2018 Interest rate swaps $ 4,446 Interest and other expense, net $ (129 ) Total $ 4,446 $ (129 ) |
Schedule of Offsetting of Derivative Assets | The following tables present the effect on the Company’s financial position had the Company made the election to offset its derivative positions as of March 31, 2019 and December 31, 2018 (amounts in thousands): Offsetting of Derivative Assets Gross Amounts Not Offset in the Balance Sheet Gross Gross Amounts Net Amounts of Financial Instruments Cash Collateral Net March 31, 2019 $ 3,420 $ — $ 3,420 $ (84 ) $ — $ 3,336 December 31, 2018 $ 6,204 $ — $ 6,204 $ — $ — $ 6,204 |
Schedule of Offsetting of Derivative Liabilities | Offsetting of Derivative Liabilities Gross Amounts Not Offset in the Balance Sheet Gross Gross Amounts Net Amounts of Financial Instruments Cash Collateral Net March 31, 2019 $ 827 $ — $ 827 $ (84 ) $ — $ 743 December 31, 2018 $ — $ — $ — $ — $ — $ — |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Amounts Recognized in Accumulated Other Comprehensive Income | The following table presents a rollforward of amounts recognized in accumulated other comprehensive income by component for the three months ended March 31, 2019 and 2018 (amounts in thousands): Unrealized Income on Derivative Balance as of December 31, 2018 $ 6,100 Cumulative effect of accounting change 103 Balance as of January 1, 2019 6,203 Other comprehensive loss before reclassification (2,955 ) Amount of income reclassified from accumulated other comprehensive income to net income (656 ) Other comprehensive income (3,611 ) Balance as of March 31, 2019 $ 2,592 Unrealized Income on Derivative Balance as of December 31, 2017 $ 3,710 Other comprehensive income before reclassification 4,446 Amount of loss reclassified from accumulated other comprehensive income to net income 129 Other comprehensive income 4,575 Balance as of March 31, 2018 $ 8,285 |
Schedule of Reclassifications Out of Accumulated Other Comprehensive Income | The following table presents reclassifications out of accumulated other comprehensive income for the three months ended March 31, 2019 and 2018 (amounts in thousands): Details about Accumulated Other Amounts Reclassified from Affected Line Items in the Condensed Consolidated Statements of Comprehensive Income Three Months Ended 2019 2018 Interest rate swap contracts $ (656 ) $ 129 Interest and other expense, net |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Schedule of Subsequent Events - Distributions Paid to Stockholders | Distributions Paid to Stockholders The following table summarizes the Company's distributions paid subsequent to March 31, 2019 (amounts in thousands): Payment Date Common Stock Cash DRIP Total Distribution Apri1 1, 2019 (1) Class A $ 2,458 $ 2,144 $ 4,602 Apri1 1, 2019 (1) Class I 406 292 698 Apri1 1, 2019 (1) Class T 824 1,025 1,849 Apri1 1, 2019 (1) Class T2 71 95 166 $ 3,759 $ 3,556 $ 7,315 May 1, 2019 (2) Class A $ 2,393 $ 2,042 $ 4,435 May 1, 2019 (2) Class I 393 280 673 May 1, 2019 (2) Class T 808 979 1,787 May 1, 2019 (2) Class T2 69 92 161 $ 3,663 $ 3,393 $ 7,056 (1) Distributions declared to stockholders of record as of the close of business on each day of the period commencing on March 1, 2019 and ending on March 31, 2019. (2) Distributions declared to stockholders of record as of the close of business on each day of the period commencing on April 1, 2019 and ending on April 30, 2019. |
Organization and Business Ope_2
Organization and Business Operations (Details) | Nov. 27, 2018USD ($)shares | Nov. 24, 2017USD ($)shares | Mar. 31, 2018USD ($) | Mar. 31, 2019real_estate_investmentproperty | Nov. 27, 2017USD ($) | Oct. 13, 2017USD ($)shares | May 29, 2014USD ($) |
Organization and Business Operations [Line Items] | |||||||
Number of real estate investments owned | real_estate_investment | 62 | ||||||
Number of properties owned | property | 85 | ||||||
Common stock offering, gross proceeds raised | $ 34,096,000 | ||||||
Initial Offering [Member] | |||||||
Organization and Business Operations [Line Items] | |||||||
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 | ||||||
Initial Offering [Member] | Class A, I and T shares [Member] | |||||||
Organization and Business Operations [Line Items] | |||||||
Common stock offering including DRIP, shares issued | shares | 125,095,000 | ||||||
Common stock offering including DRIP, gross proceeds raised | $ 1,223,803,000 | ||||||
DRIP Offering [Member] | |||||||
Organization and Business Operations [Line Items] | |||||||
Common stock offering pursuant to DRIP, value | $ 100,000,000 | ||||||
Common stock offering pursuant to DRIP, shares registered | shares | 10,893,246 | ||||||
Follow-On Offering [Member] | |||||||
Organization and Business Operations [Line Items] | |||||||
Common stock offering, value | $ 1,000,000,000 | ||||||
Follow-On Offering [Member] | Class A, I, T and T2 shares [Member] | |||||||
Organization and Business Operations [Line Items] | |||||||
Common stock offering, shares issued | shares | 13,491,000 | ||||||
Common stock offering, gross proceeds raised | $ 129,308,000 | ||||||
Common stock offering, value deregistered | $ 870,692,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)intangible_assetmetropolitanmicropolitansegmentleasetenant$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018segment | |
Summary of Significant Accounting Policies [Line Items] | |||
Provision for doubtful accounts related to rental revenue | $ 445 | ||
Number of metropolitan statistical areas with owned real estate investments | metropolitan | 42 | ||
Number of micropolitan statistical areas with owned real estate investments | micropolitan | 1 | ||
Maximum number of shares available for repurchase during any calendar year, as percentage of common stock outstanding at end of prior year | 5.00% | ||
Period of notice required for changes to share repurchase program | 30 days | ||
Repurchase of common stock | $ 10,733 | $ 8,420 | |
Distributions declared per common share (in dollars per share) | $ / shares | $ 0.16 | $ 0.15 | |
Diluted earnings per share outstanding adjustment (in shares) | shares | 26,000 | 18,000 | |
Number of reportable business segments | segment | 2 | 2 | |
Rental revenue | $ 46,467 | $ 41,294 | |
Rental expenses | $ 9,128 | $ 8,290 | |
Number of operating ground leases | lease | 6 | ||
Number of operating ground leases without corresponding operating lease liabilities | lease | 3 | ||
Accounting Standards Update 2018-20 [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Rental revenue | $ (406) | ||
Rental expenses | $ (406) | ||
Common Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Repurchase of common stock (in shares) | shares | 1,160,279 | 917,212 | |
Repurchase of common stock | $ 12 | $ 9 | |
Class A, I and T shares [Member] | Common Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Repurchase of common stock (in shares) | shares | 1,160,279 | ||
Repurchase of common stock | $ 10,733 | ||
Repurchase of common stock, average price per share (in dollars per share) | $ / shares | $ 9.25 | ||
Class A shares [Member] | Common Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Repurchase of common stock (in shares) | shares | 858,080 | 842,952 | |
Class I shares [Member] | Common Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Repurchase of common stock (in shares) | shares | 108,765 | ||
Class T shares [Member] | Common Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Repurchase of common stock (in shares) | shares | 193,434 | 74,260 | |
Class A and T shares [Member] | Common Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Repurchase of common stock (in shares) | shares | 917,212 | ||
Repurchase of common stock | $ 8,420 | ||
Repurchase of common stock, average price per share (in dollars per share) | $ / shares | $ 9.18 | ||
Revenue [Member] | Geographic Concentration Risk [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of metropolitan statistical areas with owned real estate investments | metropolitan | 1 | ||
Revenue [Member] | Geographic Concentration Risk [Member] | Atlanta-Sandy Springs-Roswell, Georgia MSA [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 15.60% | ||
Revenue [Member] | Customer Concentration Risk [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of tenants | tenant | 0 | ||
In-place leases [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of impaired intangible assets | intangible_asset | 1 | ||
Impairment of intangible assets | $ 2,658 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 73,727 | $ 68,360 | $ 76,734 | $ 74,803 |
Restricted cash | 11,614 | 11,167 | 12,885 | 10,944 |
Cash, cash equivalents and restricted cash | $ 85,341 | $ 79,527 | $ 89,619 | $ 85,747 |
Acquired Intangible Assets, N_3
Acquired Intangible Assets, Net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible asset, weighted average remaining life | 9 years 8 months 12 days | 10 years 7 months 6 days | |
Depreciation and amortization | $ 18,246 | $ 13,717 | |
In-place leases and Above-market leases [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Depreciation and amortization | $ 7,795 | ||
In-place leases, Above-market leases and Ground lease assets [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Depreciation and amortization | $ 4,694 | ||
In-place leases [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible asset, weighted average remaining life | 9 years 9 months 18 days | 10 years 1 month 6 days | |
Impairment of intangible assets | $ 2,658 |
Acquired Intangible Assets, N_4
Acquired Intangible Assets, Net (Schedule of Acquired Intangible Assets, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible asset, net of accumulated amortization | $ 145,050 | $ 154,204 |
Acquired intangible asset, accumulated amortization | $ 46,578 | $ 42,081 |
Acquired intangible asset, weighted average remaining life | 9 years 8 months 12 days | 10 years 7 months 6 days |
In-place leases [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible asset, net of accumulated amortization | $ 143,496 | $ 151,135 |
Acquired intangible asset, accumulated amortization | $ 45,523 | $ 41,143 |
Acquired intangible asset, weighted average remaining life | 9 years 9 months 18 days | 10 years 1 month 6 days |
Above-market leases [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible asset, net of accumulated amortization | $ 1,554 | $ 1,710 |
Acquired intangible asset, accumulated amortization | $ 1,055 | $ 899 |
Acquired intangible asset, weighted average remaining life | 4 years 9 months 18 days | 5 years 1 month 6 days |
Ground lease assets [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible asset, net of accumulated amortization | $ 1,359 | |
Acquired intangible asset, accumulated amortization | $ 39 | |
Acquired intangible asset, weighted average remaining life | 83 years 6 months |
Intangible Lease Liabilities,_3
Intangible Lease Liabilities, Net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Intangible Lease Liabilities, Net [Abstract] | ||
Amortization of below-market leases | $ 1,232 | $ 1,221 |
Intangible Lease Liabilities,_4
Intangible Lease Liabilities, Net (Schedule of Intangible Lease Liabilities, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Intangible Lease Liabilities, Net [Abstract] | ||
Below-market leases, net of accumulated amortization of $8,824 and $7,592, respectively (with a weighted average remaining life of 17.4 years and 17.6 years, respectively) | $ 56,374 | $ 57,606 |
Below-market leases, accumulated amortization | $ 8,824 | $ 7,592 |
Below market leases, weighted average remaining life | 17 years 4 months 24 days | 17 years 7 months 6 days |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - lease | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | |||
Number of operating ground leases | 6 | ||
Number of operating ground leases without corresponding operating lease liabilities | 3 | ||
Operating lease, weighted average remaining lease term | 78 years 1 month 6 days | 52 years | |
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, weighted average incremental borrowing rate, percent | 5.60% | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, weighted average incremental borrowing rate, percent | 6.60% |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Rent to Lessor from Operating Leases) (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Nine months ending December 31, 2019 | $ 109,153 |
2020 | 146,830 |
2021 | 149,142 |
2022 | 144,560 |
2023 | 141,915 |
Thereafter | 1,005,068 |
Total | $ 1,696,668 |
Leases (Schedule of Future Mi_2
Leases (Schedule of Future Minimum Rent from Lessee for Ground Leases) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Nine months ending December 31, 2019 | $ 402 | |
2020 | 536 | |
2021 | 536 | |
2022 | 536 | |
2023 | 536 | |
Thereafter | 70,165 | |
Total undiscounted rental payments | 72,711 | |
Less imputed interest | (63,961) | |
Total operating lease liabilities | $ 8,750 | $ 0 |
Leases (Schedule of Future Mi_3
Leases (Schedule of Future Minimum Rent from Lessee for Ground Leases - ASC 840) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 123 |
2020 | 123 |
2021 | 123 |
2022 | 123 |
2023 | 123 |
Thereafter | 2,246 |
Total undiscounted rental payments | $ 2,861 |
Other Assets, Net (Schedule of
Other Assets, Net (Schedule of Other Assets, Net) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Other Assets [Abstract] | ||||
Deferred financing costs, related to the revolver portion of the secured credit facility, net of accumulated amortization of $4,915 and $4,686, respectively | $ 2,886 | $ 3,053 | ||
Restricted cash | 11,614 | 11,167 | $ 12,885 | $ 10,944 |
Tenant receivables | 4,749 | 6,080 | ||
Straight-line rent receivable | 35,359 | 32,685 | ||
Prepaid and other assets | 9,093 | 8,344 | ||
Derivative assets | 3,420 | 6,204 | ||
Total other assets, net | 67,121 | 67,533 | ||
Deferred financing costs, related to the revolver portion of the secured credit facility, accumulated amortization | $ 4,915 | $ 4,686 |
Accounts Payable and Other Li_3
Accounts Payable and Other Liabilities (Schedule of Accounts Payable and Other Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 10,135 | $ 9,188 |
Accrued interest expense | 3,129 | 3,219 |
Accrued property taxes | 2,299 | 2,309 |
Distributions payable to stockholders | 7,315 | 7,317 |
Tenant deposits | 875 | 875 |
Deferred rental income | 6,431 | 6,647 |
Derivative liabilities | 827 | 0 |
Total accounts payable and other liabilities | $ 31,011 | $ 29,555 |
Notes Payable and Secured Cre_3
Notes Payable and Secured Credit Facility (Narrative) (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019USD ($)interest_rate_swap_agreement | Mar. 31, 2018USD ($) | Apr. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||||
Secured credit facility, draws | $ 10,000 | $ 30,000 | ||
Number of interest rate swap agreements entered into during period | interest_rate_swap_agreement | 2 | |||
Interest rate swaps, effective date | Apr. 1, 2019 | |||
Secured credit facility, principal amount outstanding | $ 365,000 | $ 355,000 | ||
Variable Rate, Fixed Through Interest Rate Swaps [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured credit facility, principal amount outstanding | 100,000 | 100,000 | ||
Term Loan [Member] | Variable Rate, Fixed Through Interest Rate Swaps [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured credit facility, principal amount outstanding | $ 100,000 | $ 100,000 | ||
Term Loan [Member] | Variable Rate, Fixed Through Interest Rate Swaps [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured credit facility, principal amount outstanding | $ 150,000 |
Notes Payable and Secured Cre_4
Notes Payable and Secured Credit Facility (Schedule of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Notes Payable: | ||
Notes payable, principal amount outstanding | $ 467,481 | $ 467,786 |
Unamortized deferred financing costs related to notes payable | (3,208) | (3,441) |
Notes payable, net of deferred financing costs | 464,273 | 464,345 |
Secured Credit Facility: | ||
Secured credit facility, principal amount outstanding | 365,000 | 355,000 |
Unamortized deferred financing costs related to the term loan secured credit facility | (2,396) | (2,489) |
Secured credit facility, net of deferred financing costs | 362,604 | 352,511 |
Total debt outstanding | 826,877 | 816,856 |
Fixed Rate [Member] | ||
Notes Payable: | ||
Notes payable, principal amount outstanding | 220,276 | 220,351 |
Variable Rate, Fixed Through Interest Rate Swaps [Member] | ||
Notes Payable: | ||
Notes payable, principal amount outstanding | 247,205 | 247,435 |
Secured Credit Facility: | ||
Secured credit facility, principal amount outstanding | 100,000 | 100,000 |
Variable Rate, Fixed Through Interest Rate Swaps [Member] | Term Loan [Member] | ||
Secured Credit Facility: | ||
Secured credit facility, principal amount outstanding | 100,000 | 100,000 |
Variable Rate [Member] | ||
Secured Credit Facility: | ||
Secured credit facility, principal amount outstanding | 265,000 | 255,000 |
Variable Rate [Member] | Revolving Line of Credit [Member] | ||
Secured Credit Facility: | ||
Secured credit facility, principal amount outstanding | 115,000 | 105,000 |
Variable Rate [Member] | Term Loan [Member] | ||
Secured Credit Facility: | ||
Secured credit facility, principal amount outstanding | $ 150,000 | $ 150,000 |
Notes Payable and Secured Cre_5
Notes Payable and Secured Credit Facility (Schedule of Future Principal Payments Due on Notes Payable and Secured Credit Facility) (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Nine months ending December 31, 2019 | $ 1,681 |
2020 | 4,530 |
2021 | 155,207 |
2022 | 279,922 |
2023 | 252,712 |
Thereafter | 138,429 |
Total | $ 832,481 |
Related-Party Transactions an_3
Related-Party Transactions and Arrangements (Narrative) (Details) | Apr. 11, 2019 | Mar. 31, 2019USD ($)employee | Nov. 27, 2018 | Nov. 24, 2017 | Mar. 31, 2019USD ($)employee | Mar. 31, 2018USD ($) |
Related Party Transaction [Line Items] | ||||||
Number of employees | employee | 0 | 0 | ||||
Payments of offering costs | $ 1,036,000 | $ 3,672,000 | ||||
Expenses incurred from transactions with related party | $ 5,513,000 | 8,288,000 | ||||
Annual cumulative, non-compounded return on capital threshold to investors | 6.00% | |||||
Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Annual cumulative, non-compounded return on capital threshold to investors | 8.00% | |||||
Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Disposition fee (% of contract sales price) | 6.00% | |||||
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Acquisition fee (% of contract purchase price of each property or asset acquired) | 2.00% | |||||
Acquisition expenses reimbursed (% of purchase price of each property or real estate-related investment) | 0.01% | |||||
Subordinated participation in net sale proceeds, percentage | 15.00% | |||||
Subordinated incentive listing fee, percentage | 15.00% | |||||
Subordinated termination fee, percentage | 15.00% | |||||
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Other Offering Costs [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments of offering costs | $ 19,269,000 | |||||
Expenses incurred from transactions with related party | $ 0 | $ 647,000 | ||||
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Disposition Fees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred from transactions with related party | 0 | |||||
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Subordinated Participation In Net Sale Proceeds [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred from transactions with related party | 0 | |||||
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Subordinated Incentive Listing Fee [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred from transactions with related party | 0 | |||||
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Subordinated Termination Fee [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred from transactions with related party | 0 | |||||
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Disposition fee (% of contract sales price) | 1.00% | |||||
Disposition fee (% of third party brokerage commission) | 50.00% | |||||
Affiliate of Dealer Manager [Member] | Other Offering Costs [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments of offering costs | $ 548,000 | |||||
Carter Validus Advisors II, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly asset management fee (% of aggregate asset value) | 0.0625% | |||||
Carter Validus Advisors II, LLC [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Operating expense reimbursement (% of average invested assets) | 2.00% | |||||
Operating expense reimbursement ( % of net income) | 25.00% | |||||
Carter Validus Real Estate Management Services II, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Property management fee (% of gross revenues from properties managed) | 3.00% | |||||
Oversight fee (% of gross revenues from properties managed) | 1.00% | |||||
Construction management fee (% of project costs) | 5.00% | |||||
Initial Offering and Follow-On Offering [Member] | Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Organization and offering expenses (% of gross offering proceeds) | 15.00% | |||||
Initial Offering [Member] | Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Other offering costs reimbursed (% of gross offering proceeds) | 2.00% | |||||
Follow-On Offering [Member] | Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Other offering costs reimbursed (% of gross offering proceeds) | 2.50% |
Related-Party Transactions an_4
Related-Party Transactions and Arrangements (Schedule of Related Party Transactions) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Incurred | $ 5,513 | $ 8,288 | |
Payable | 11,356 | $ 12,427 | |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Other Offering Costs Reimbursement [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred | 0 | 647 | |
Payable | 0 | 89 | |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Acquisition Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred | 0 | 1,019 | |
Payable | 0 | 32 | |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Asset Management Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred | 3,494 | 3,099 | |
Payable | 1,165 | 1,182 | |
Carter Validus Advisors II, LLC And/Or Its Affiliates [Member] | Operating Expense Reimbursement [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred | 730 | 312 | |
Payable | 224 | 421 | |
SC Distributors, LLC [Member] | Selling Commissions and Dealer Manager Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred | 0 | 1,689 | |
Payable | 0 | 0 | |
SC Distributors, LLC [Member] | Distribution and Servicing Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred | 374 | ||
Incurred | (52) | ||
Payable | 9,300 | 10,218 | |
Carter Validus Real Estate Management Services II, LLC [Member] | Property Management Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred | 1,209 | 1,037 | |
Payable | 483 | 420 | |
Carter Validus Real Estate Management Services II, LLC [Member] | Leasing Commission Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred | 3 | 0 | |
Payable | 3 | 25 | |
Carter Validus Real Estate Management Services II, LLC [Member] | Construction Management Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred | 129 | $ 111 | |
Payable | $ 181 | $ 40 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Dec. 31, 2018segment | |
Segment Reporting Information [Line Items] | |||
Number of reportable business segments | segment | 2 | 2 | |
Rental revenue | $ 46,467,000 | $ 41,294,000 | |
Intersegment Elimination [Member] | |||
Segment Reporting Information [Line Items] | |||
Rental revenue | $ 0 | $ 0 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Information for Reportable Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Rental revenue | $ 46,467 | $ 41,294 |
Rental expenses | (9,128) | (8,290) |
Income from operations | 14,196 | 15,245 |
General and administrative expenses | (1,403) | (943) |
Asset management fees | (3,494) | (3,099) |
Depreciation and amortization | (18,246) | (13,717) |
Interest and other expense, net | (9,835) | (7,741) |
Net income attributable to common stockholders | 4,361 | 7,504 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Rental revenue | 46,467 | 41,294 |
Rental expenses | (9,128) | (8,290) |
Income from operations | 37,339 | 33,004 |
Operating Segments [Member] | Data Centers [Member] | ||
Segment Reporting Information [Line Items] | ||
Rental revenue | 26,677 | 23,721 |
Rental expenses | (6,965) | (5,937) |
Income from operations | 19,712 | 17,784 |
Operating Segments [Member] | Healthcare [Member] | ||
Segment Reporting Information [Line Items] | ||
Rental revenue | 19,790 | 17,573 |
Rental expenses | (2,163) | (2,353) |
Income from operations | $ 17,627 | $ 15,220 |
Segment Reporting (Schedule o_2
Segment Reporting (Schedule of Assets by Reportable Segments) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets by segment [Line Items] | ||
Total assets | $ 1,961,029 | $ 1,963,829 |
Operating Segments [Member] | Data Centers [Member] | ||
Assets by segment [Line Items] | ||
Total assets | 1,008,793 | 1,001,357 |
Operating Segments [Member] | Healthcare [Member] | ||
Assets by segment [Line Items] | ||
Total assets | 893,057 | 900,114 |
All Other [Member] | ||
Assets by segment [Line Items] | ||
Total assets | $ 59,179 | $ 62,358 |
Segment Reporting (Schedule o_3
Segment Reporting (Schedule of Capital Additions and Acquisitions by Reportable Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Capital additions and acquisitions by segment [Line Items] | ||
Total capital additions and acquisitions | $ 1,073 | $ 57,842 |
Operating Segments [Member] | Data Centers [Member] | ||
Capital additions and acquisitions by segment [Line Items] | ||
Total capital additions and acquisitions | 995 | 52,213 |
Operating Segments [Member] | Healthcare [Member] | ||
Capital additions and acquisitions by segment [Line Items] | ||
Total capital additions and acquisitions | $ 78 | $ 5,629 |
Fair Value (Narrative) (Details
Fair Value (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value [Line Items] | ||
Notes payable, principal amount outstanding | $ 467,481 | $ 467,786 |
Secured credit facility, principal amount outstanding | 365,000 | 355,000 |
Fixed Rate [Member] | ||
Fair Value [Line Items] | ||
Notes payable, principal amount outstanding | 220,276 | 220,351 |
Variable Rate, Fixed Through Interest Rate Swaps [Member] | ||
Fair Value [Line Items] | ||
Notes payable, principal amount outstanding | 247,205 | 247,435 |
Secured credit facility, principal amount outstanding | 100,000 | 100,000 |
Variable Rate [Member] | ||
Fair Value [Line Items] | ||
Secured credit facility, principal amount outstanding | 265,000 | 255,000 |
Estimate of Fair Value Measurement [Member] | Significant Other Observable Inputs (Level 2) [Member] | Fixed Rate [Member] | ||
Fair Value [Line Items] | ||
Notes payable, fair value disclosure | 216,542 | 214,282 |
Estimate of Fair Value Measurement [Member] | Significant Other Observable Inputs (Level 2) [Member] | Variable Rate, Fixed Through Interest Rate Swaps [Member] | ||
Fair Value [Line Items] | ||
Notes payable, fair value disclosure | 243,258 | 241,739 |
Secured credit facility, fair value disclosure | $ 96,554 | $ 96,146 |
Fair Value (Schedule of Fair Va
Fair Value (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Derivative assets | $ 3,420 | $ 6,204 |
Liabilities: | ||
Derivative liabilities | 827 | 0 |
Recurring basis [Member] | ||
Assets: | ||
Derivative assets | 3,420 | 6,204 |
Total assets at fair value | 3,420 | 6,204 |
Liabilities: | ||
Derivative liabilities | 827 | |
Total liabilities at fair value | 827 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Recurring basis [Member] | ||
Assets: | ||
Derivative assets | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | |
Total liabilities at fair value | 0 | |
Significant Other Observable Inputs (Level 2) [Member] | Recurring basis [Member] | ||
Assets: | ||
Derivative assets | 3,420 | 6,204 |
Total assets at fair value | 3,420 | 6,204 |
Liabilities: | ||
Derivative liabilities | 827 | |
Total liabilities at fair value | 827 | |
Significant Unobservable Inputs (Level 3) [Member] | Recurring basis [Member] | ||
Assets: | ||
Derivative assets | 0 | 0 |
Total assets at fair value | 0 | $ 0 |
Liabilities: | ||
Derivative liabilities | 0 | |
Total liabilities at fair value | $ 0 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Cumulative effect of accounting change | $ 0 | |
Additional amount expected to be reclassified from AOCI into earnings during next twelve months | $ 2,343 | |
Derivatives in a net liability position | $ 820 | |
Accumulated Other Comprehensive Income [Member] | ||
Derivative [Line Items] | ||
Cumulative effect of accounting change | 103 | |
Accumulated Other Comprehensive Income [Member] | Accounting Standards Update 2017-12 [Member] | ||
Derivative [Line Items] | ||
Cumulative effect of accounting change | 103 | |
Accumulated Distributions in Excess of Earnings [Member] | ||
Derivative [Line Items] | ||
Cumulative effect of accounting change | (103) | |
Accumulated Distributions in Excess of Earnings [Member] | Accounting Standards Update 2017-12 [Member] | ||
Derivative [Line Items] | ||
Cumulative effect of accounting change | $ (103) |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities (Schedule of the Notional Amount and Fair Value of Derivative Instruments) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)interest_rate_swap_agreement | Apr. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Derivatives, Fair Value [Line Items] | |||
Effective Dates | Apr. 1, 2019 | ||
Fair Value of Asset | $ 3,420 | $ 6,204 | |
Fair Value of (Liability) | $ (827) | 0 | |
Number of interest rate swap agreements entered into during period | interest_rate_swap_agreement | 2 | ||
Secured credit facility, principal amount outstanding | $ 365,000 | 355,000 | |
Variable Rate, Fixed Through Interest Rate Swaps [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Secured credit facility, principal amount outstanding | 100,000 | 100,000 | |
Term Loan [Member] | Variable Rate, Fixed Through Interest Rate Swaps [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Secured credit facility, principal amount outstanding | 100,000 | 100,000 | |
Term Loan [Member] | Variable Rate, Fixed Through Interest Rate Swaps [Member] | Subsequent Event [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Secured credit facility, principal amount outstanding | $ 150,000 | ||
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Outstanding Notional Amount | $ 497,205 | 347,435 | |
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Minimum [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Effective Dates | Jul. 1, 2016 | ||
Maturity Dates | Dec. 22, 2020 | ||
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Maximum [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Effective Dates | Apr. 1, 2019 | ||
Maturity Dates | Apr. 27, 2023 | ||
Other Assets, Net [Member] | Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value of Asset | $ 3,420 | 6,204 | |
Accounts Payable and Other Liabilities [Member] | Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value of (Liability) | $ (827) | $ 0 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities (Schedule of Income and Losses Recognized on Derivative Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Income (Loss) Recognized in OCI on Derivatives | $ (2,955) | $ 4,446 |
Amount of (Loss) Income Reclassified From Accumulated Other Comprehensive Income to Net Income | 656 | (129) |
Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Income (Loss) Recognized in OCI on Derivatives | (2,955) | 4,446 |
Interest Rate Swaps [Member] | Interest and Other Expense, Net [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss) Income Reclassified From Accumulated Other Comprehensive Income to Net Income | $ 656 | $ (129) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities (Schedule of Offsetting of Derivative Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 3,420 | $ 6,204 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts of Assets Presented in the Balance Sheet | 3,420 | 6,204 |
Gross Amounts Not Offset in the Balance Sheet, Financial Instruments Collateral | (84) | 0 |
Gross Amounts Not Offset in the Balance Sheet, Cash Collateral | 0 | 0 |
Net Amount | $ 3,336 | $ 6,204 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities (Schedule of Offsetting of Derivative Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Liabilities | $ 827 | $ 0 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts of Liabilities Presented in the Balance Sheet | 827 | 0 |
Gross Amounts Not Offset in the Balance Sheet, Financial Instruments Collateral | (84) | 0 |
Gross Amounts Not Offset in the Balance Sheet, Cash Collateral | 0 | 0 |
Net Amount | $ 743 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Schedule of Amounts Recognized in Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | $ 1,047,383 | |||
Cumulative effect of accounting change | $ 0 | |||
Beginning Balance | 1,047,383 | 1,047,383 | ||
Ending Balance | 1,026,659 | |||
Unrealized Income on Derivative Instruments [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | 6,100 | $ 3,710 | ||
Cumulative effect of accounting change | 103 | |||
Beginning Balance | 6,100 | 3,710 | $ 6,203 | $ 6,100 |
Other comprehensive income (loss) before reclassification | (2,955) | 4,446 | ||
Amount of (income) loss reclassified from accumulated other comprehensive income to net income (effective portion) | (656) | 129 | ||
Other comprehensive income | (3,611) | 4,575 | ||
Ending Balance | $ 2,592 | $ 8,285 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Schedule of Reclassifications Out of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest and other expense, net | $ 9,835 | $ 7,741 |
Interest Rate Swaps [Member] | Unrealized Income on Derivative Instruments [Member] | Amounts Reclassified from Accumulated Other Comprehensive Income to Net Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest and other expense, net | $ (656) | $ 129 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 31, 2019case |
Commitments and Contingencies Disclosure [Abstract] | |
Number of pending legal proceedings to which the Company is a party | 0 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | May 10, 2019 | Apr. 11, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||
Distributions declared per common share (in dollars per share) | $ 0.16 | $ 0.15 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Annual cumulative, non-compounded return on capital threshold to investors | 6.00% | ||||
Credit facility, recourse debt restriction percentage | 15.00% | ||||
Class A shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Annual cumulative, non-compounded return on capital threshold to investors | 8.00% | ||||
Credit facility, recourse debt restriction percentage | 17.50% | ||||
Subsequent Event [Member] | Bridge Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 475,000,000 | ||||
Credit facility, term | 6 months | ||||
Credit facility, underwriting fee and commitment fee (as % of facility) | 0.50% | ||||
Credit facility, funding fee (as % of funded facility) | 0.50% | ||||
Credit facility, ticking fee (as % of facility) | 0.12% | ||||
Subsequent Event [Member] | Bridge Facility [Member] | Base Rate [Member] | |||||
Subsequent Event [Line Items] | |||||
Credit facility, applicable margin | 1.25% | ||||
Credit facility, increases to applicable margin during basis spread increase period | 0.25% | ||||
Credit facility, basis spread increase period | 90 days | ||||
Subsequent Event [Member] | Bridge Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Subsequent Event [Line Items] | |||||
Credit facility, applicable margin | 2.25% | ||||
Credit facility, increases to applicable margin during basis spread increase period | 0.25% | ||||
Credit facility, basis spread increase period | 90 days | ||||
Subsequent Event [Member] | Carter Validus Mission Critical REIT, Inc. [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Business acquisition, cash paid per common share (in dollars per share) | $ 1 | ||||
Business acquisition, termination period | 5 days | ||||
Subsequent Event [Member] | Carter Validus Real Estate Management Services II, LLC [Member] | Management Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Term of agreement | 1 year | ||||
Subsequent Event [Member] | Carter Validus Advisors II, LLC [Member] | Advisory Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Term of agreement | 1 year | ||||
Subsequent Event [Member] | Minimum [Member] | Carter Validus Mission Critical REIT, Inc. [Member] | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, termination fee | $ 14,400,000 | ||||
Subsequent Event [Member] | Maximum [Member] | Bridge Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Credit facility, structuring fee | $ 350,000 | ||||
Credit facility, structuring fee (as % of facility) | 0.10% | ||||
Subsequent Event [Member] | Maximum [Member] | Bridge Facility [Member] | Base Rate [Member] | |||||
Subsequent Event [Line Items] | |||||
Credit facility, interest rate | 1.00% | ||||
Subsequent Event [Member] | Maximum [Member] | Bridge Facility [Member] | Federal Funds Effective Swap Rate [Member] | |||||
Subsequent Event [Line Items] | |||||
Credit facility, applicable margin | 0.50% | ||||
Subsequent Event [Member] | Maximum [Member] | Carter Validus Mission Critical REIT, Inc. [Member] | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, termination fee | $ 28,800,000 | ||||
Subsequent Event [Member] | Class A shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, stock conversion ratio | 0.4681 | ||||
Subsequent Event [Member] | June 1, 2019 To August 31, 2019 [Member] | Class A shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of days, distribution calculation | 365 days | ||||
Distributions declared per common share (in dollars per share) | $ 0.001802170 | ||||
Annualized distribution rate | 6.40% | ||||
Purchase price (in dollars per share) | $ 10.278 | ||||
Subsequent Event [Member] | June 1, 2019 To August 31, 2019 [Member] | Class I shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of days, distribution calculation | 365 days | ||||
Distributions declared per common share (in dollars per share) | $ 0.001802170 | ||||
Annualized distribution rate | 7.04% | ||||
Purchase price (in dollars per share) | $ 9.343 | ||||
Subsequent Event [Member] | June 1, 2019 To August 31, 2019 [Member] | Class T shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of days, distribution calculation | 365 days | ||||
Distributions declared per common share (in dollars per share) | $ 0.001561644 | ||||
Annualized distribution rate | 5.79% | ||||
Purchase price (in dollars per share) | $ 9.840 | ||||
Subsequent Event [Member] | June 1, 2019 To August 31, 2019 [Member] | Class T2 shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of days, distribution calculation | 365 days | ||||
Distributions declared per common share (in dollars per share) | $ 0.001561644 | ||||
Annualized distribution rate | 5.82% | ||||
Purchase price (in dollars per share) | $ 9.788 |
Subsequent Events (Schedule of
Subsequent Events (Schedule of Subsequent Events - Distributions Paid to Stockholders) (Details) - USD ($) $ in Thousands | May 01, 2019 | Apr. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||||
Cash Distribution | $ 10,813 | $ 9,333 | ||
Common stock issued through distribution reinvestment plan | $ 10,385 | $ 9,920 | ||
Subsequent Event [Member] | March 1, 2019 To March 31, 2019 [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | $ 3,759 | |||
Common stock issued through distribution reinvestment plan | 3,556 | |||
Total Distribution | 7,315 | |||
Subsequent Event [Member] | March 1, 2019 To March 31, 2019 [Member] | Class A shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | 2,458 | |||
Common stock issued through distribution reinvestment plan | 2,144 | |||
Total Distribution | 4,602 | |||
Subsequent Event [Member] | March 1, 2019 To March 31, 2019 [Member] | Class I shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | 406 | |||
Common stock issued through distribution reinvestment plan | 292 | |||
Total Distribution | 698 | |||
Subsequent Event [Member] | March 1, 2019 To March 31, 2019 [Member] | Class T shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | 824 | |||
Common stock issued through distribution reinvestment plan | 1,025 | |||
Total Distribution | 1,849 | |||
Subsequent Event [Member] | March 1, 2019 To March 31, 2019 [Member] | Class T2 shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | 71 | |||
Common stock issued through distribution reinvestment plan | 95 | |||
Total Distribution | $ 166 | |||
Subsequent Event [Member] | April 1, 2019 To April 30, 2019 [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | $ 3,663 | |||
Common stock issued through distribution reinvestment plan | 3,393 | |||
Total Distribution | 7,056 | |||
Subsequent Event [Member] | April 1, 2019 To April 30, 2019 [Member] | Class A shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | 2,393 | |||
Common stock issued through distribution reinvestment plan | 2,042 | |||
Total Distribution | 4,435 | |||
Subsequent Event [Member] | April 1, 2019 To April 30, 2019 [Member] | Class I shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | 393 | |||
Common stock issued through distribution reinvestment plan | 280 | |||
Total Distribution | 673 | |||
Subsequent Event [Member] | April 1, 2019 To April 30, 2019 [Member] | Class T shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | 808 | |||
Common stock issued through distribution reinvestment plan | 979 | |||
Total Distribution | 1,787 | |||
Subsequent Event [Member] | April 1, 2019 To April 30, 2019 [Member] | Class T2 shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash Distribution | 69 | |||
Common stock issued through distribution reinvestment plan | 92 | |||
Total Distribution | $ 161 |