Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document - Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'AMERICAN REALTY CAPITAL TRUST V, INC. | ' |
Entity Central Index Key | '0001568162 | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 63,811,930 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Land | $274,456 | $147,899 |
Buildings, fixtures and improvements | 1,543,752 | 868,700 |
Acquired intangible lease assets | 208,879 | 130,473 |
Total real estate investments, at cost | 2,027,087 | 1,147,072 |
Less: accumulated depreciation and amortization | -34,012 | -14,947 |
Total real estate investments, net | 1,993,075 | 1,132,125 |
Cash and cash equivalents | 17,847 | 101,176 |
Investment securities, at fair value | 54,060 | 58,566 |
Deposits for real estate acquisitions | 21,952 | 33,035 |
Prepaid expenses and other assets | 6,654 | 14,584 |
Deferred costs, net | 15,642 | 7,889 |
Total assets | 2,109,230 | 1,347,375 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Mortgage notes payable | 431,075 | 8,830 |
Mortgage premiums, net | 24,410 | 334 |
Credit facility | 338,000 | 0 |
Below-market lease liabilities, net | 902 | 909 |
Accounts payable and accrued expenses | 8,262 | 15,447 |
Deferred rent | 2,284 | 1,216 |
Distributions payable | 8,913 | 8,825 |
Total liabilities | 813,846 | 35,561 |
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 63,595,486 and 62,985,937 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively | 636 | 630 |
Additional paid-in capital | 1,397,779 | 1,383,066 |
Accumulated other comprehensive loss | -1,750 | -6,981 |
Accumulated deficit | -101,281 | -64,901 |
Total stockholders' equity | 1,295,384 | 1,311,814 |
Total liabilities and stockholders' equity | $2,109,230 | $1,347,375 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 63,595,486 | 62,985,937 |
Common stock, outstanding (in shares) | 63,595,486 | 62,985,937 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 2 Months Ended | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2014 |
Revenues: | ' | ' |
Rental income | $0 | $26,874 |
Operating expense reimbursements | 0 | 3,398 |
Total revenues | 0 | 30,272 |
Operating expenses: | ' | ' |
Property operating | 0 | 3,527 |
Acquisition and transaction related | 0 | 14,532 |
General and administrative | 29 | 1,094 |
Depreciation and amortization | 0 | 19,056 |
Total operating expenses | 29 | 38,209 |
Operating loss | -29 | -7,937 |
Other (expense) income: | ' | ' |
Interest expense | 0 | -3,444 |
Interest income | 0 | 3 |
Income from investment securities | 0 | 955 |
Loss on sale of investment securities | 0 | -166 |
Total other expense, net | 0 | -2,652 |
Net loss | -29 | -10,589 |
Other comprehensive income (loss): | ' | ' |
Change in unrealized income on investment securities | 0 | 5,231 |
Comprehensive loss | ($29) | ($5,358) |
Basic and diluted weighted-average shares outstanding (in shares) | 8,888 | 62,693,554 |
Basic and diluted net loss per share (in dollars per share) | ' | ($0.17) |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
In Thousands, except Share data, unless otherwise specified | |||||
Balance, beginning of period at Dec. 31, 2013 | $1,311,814 | $630 | $1,383,066 | ($6,981) | ($64,901) |
Balance, beginning of period (in shares) at Dec. 31, 2013 | ' | 62,985,937 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Common stock offering costs, commissions and dealer manager fees | 214 | ' | 214 | ' | ' |
Common stock issued through distribution reinvestment plan (in shares) | ' | 622,352 | ' | ' | ' |
Common stock issued through distribution reinvestment plan | 14,819 | 6 | 14,813 | ' | ' |
Common stock repurchases (in shares) | ' | -12,803 | ' | ' | ' |
Common stock repurchases | -319 | ' | -319 | ' | ' |
Share-based compensation | 5 | ' | 5 | ' | ' |
Distributions declared | -25,791 | ' | ' | ' | -25,791 |
Net loss | -10,589 | ' | ' | ' | -10,589 |
Other comprehensive loss | 5,231 | ' | ' | 5,231 | ' |
Balance, end of period at Mar. 31, 2014 | $1,295,384 | $636 | $1,397,779 | ($1,750) | ($101,281) |
Balance, end of period (in shares) at Mar. 31, 2014 | ' | 63,595,486 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 2 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2014 |
Cash flows from operating activities: | ' | ' |
Net loss | ($29) | ($10,589) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation | 0 | 15,067 |
Amortization of in-place lease assets | 0 | 3,989 |
Amortization of deferred financing costs | 0 | 754 |
Amortization of mortgage premiums | 0 | -484 |
Amortization of above-market lease assets and accretion of below-market lease liabilities, net | ' | 2 |
Share-based compensation | 0 | 5 |
Loss on sale of investment securities | 0 | 166 |
Prepaid expenses and other assets | 0 | 8,134 |
Accounts payable and accrued expenses | 29 | 2,595 |
Deferred rent | 0 | 1,068 |
Net cash provided by operating activities | 0 | 20,707 |
Cash flows from investing activities: | ' | ' |
Investments in real estate and other assets | 0 | -416,866 |
Deposits for real estate acquisitions | 0 | -15,087 |
Proceeds from the sale of investment securities | 0 | 9,571 |
Net cash used in investing activities | 0 | -422,382 |
Cash flows from financing activities: | ' | ' |
Payments of mortgage notes payable | 0 | -76 |
Proceeds from credit facility | 0 | 338,000 |
Payments of deferred financing costs | 0 | -8,466 |
Proceeds from issuances of common stock | 200 | 127 |
Payments of offering costs and fees related to stock issuances, net | -639 | -24 |
Distributions paid | 0 | -10,884 |
Advances from affiliate, net | 439 | 0 |
Restricted cash | 0 | -331 |
Net cash provided by financing activities | 0 | 318,346 |
Net change in cash and cash equivalents | 0 | -83,329 |
Supplemental Disclosures: | ' | ' |
Cash paid for interest | 0 | 421 |
Cash paid for taxes | 0 | 23 |
Non-Cash Investing and Financing Activities: | ' | ' |
Mortgage notes payable assumed or used to acquire investments in real estate | 0 | 422,321 |
Premiums on assumed mortgage notes payable | 0 | 24,560 |
Common stock issued through distribution reinvestment plan | 0 | 14,819 |
Cash and cash equivalents | $0 | $17,847 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization | ' |
Organization | |
American Realty Capital Trust V, Inc. (the "Company"), incorporated on January 22, 2013, is a Maryland corporation that intends to elect and qualify to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013. On April 4, 2013, the Company commenced its ongoing initial public offering (the "IPO") on a "reasonable best efforts" basis of up to 68.0 million shares of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11, as amended (File No. 333-187092) (the "Registration Statement"), filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. The Registration Statement also covered up to 14.7 million shares of common stock available pursuant to a distribution reinvestment plan (the "DRIP"), under which the Company's common stockholders could elect to have their distributions reinvested in additional shares of the Company's common stock. | |
On April 25, 2013, the Company received and accepted aggregate subscriptions in excess of the minimum of $2.0 million in shares of common stock, broke escrow and issued shares of common stock to its initial investors who were admitted as stockholders. As permitted under the Company's Registration Statement, the Company reallocated the remaining 14.5 million DRIP shares available under the Registration Statement to the primary offering. Concurrent with such reallocation, the Company registered an additional 14.7 million shares to be issued under the DRIP pursuant to a registration statement on Form S-11, as amended (File No. 333-191255), which became effective on October 5, 2013. The IPO closed on October 31, 2013. As of March 31, 2014, the Company had 63.6 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total gross proceeds from the IPO and the DRIP of $1.6 billion. As of March 31, 2014, the aggregate value of all share issuances and subscriptions of common stock outstanding was $1.6 billion, based on a per share value of $25.00 (or $23.75 for shares issued pursuant to the DRIP). | |
Until the date (the "NAV pricing date") on which the Company files its second quarterly financial filing with the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), following the earlier to occur of (i) the Company's acquisition of at least $1.4 billion in total portfolio assets and (ii) April 4, 2015, which is two years from the effective date of the IPO, the purchase price per share for shares of common stock issued pursuant to the DRIP are initially equal to $23.75 per share, or 95.0% of the purchase price of shares of common stock in the IPO. Thereafter, the per share purchase price pursuant to the DRIP will vary quarterly and will be equal to the Company's net asset value ("NAV") divided by the number of shares outstanding as of the end of business on the first day of each fiscal quarter, after giving effect to any share purchases or repurchases effected in the prior quarter ("Per Share NAV"). | |
The Company has acquired a diversified portfolio of commercial properties comprised primarily of freestanding single-tenant retail properties that are net leased to investment grade and other creditworthy tenants. All properties will be acquired and operated by the Company or operated by the Company jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate. The Company purchased its first property and commenced active operations on April 29, 2013. As of March 31, 2014, the Company owned 443 properties with an aggregate purchase price of $2.0 billion, comprised of 12.4 million rentable square feet that were 100.0% leased with a weighted-average remaining lease term of 10.2 years. | |
Substantially all of the Company's business is conducted through American Realty Capital Operating Partnership V, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holds substantially all the units of limited partner interests in the OP ("OP Units"). American Realty Capital Trust V Special Limited Partner, LLC (the "Special Limited Partner"), an entity controlled by AR Capital, LLC (the "Sponsor"), contributed $2,020 to the OP in exchange for 90 OP Units, which represents a nominal percentage of the aggregate OP ownership. After holding the OP Units for a period of one year, or upon liquidation of the OP or sale of substantially all of the assets of the OP, holders of OP Units have the right to convert OP Units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. | |
The Company has no employees. The Company has retained American Realty Capital Advisors V, LLC (the "Advisor") to manage the Company's affairs on a day-to-day basis. American Realty Capital Properties V, LLC (the "Property Manager") serves as the Company's property manager. Realty Capital Securities, LLC (the "Dealer Manager") served as the dealer manager of the IPO. The Advisor and Property Manager are wholly owned subsidiaries of, and the Dealer Manager is under common ownership with, the Sponsor, and, as a result of which, they are related parties of the Company. Each has received and/or may receive compensation, fees and other expense reimbursements for services related to the IPO and the investment and management of the Company's assets. Such entities have received or may receive, as applicable, fees during the offering, acquisition, operational and liquidation stages. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results for the entire year or any subsequent interim periods. | |
These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2013 and for the period from January 22, 2013 (date of inception) to December 31, 2013, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2014. There have been no significant changes to the Company's significant accounting policies during the three months ended March 31, 2014, other than the updates described below. | |
Recently Issued Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In April 2014, the FASB amended the requirements for reporting discontinued operations. Under the revised guidance, in addition to other disclosure requirements, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale, disposed of by sale or other than by sale. The Company has adopted the provisions of this guidance effective January 1, 2014, and has applied the provisions prospectively. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Real_Estate_Investments
Real Estate Investments | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Real Estate Investments, Net [Abstract] | ' | ||||||||
Real Estate Investments | ' | ||||||||
Real Estate Investments | |||||||||
The following table presents the allocation of assets acquired and liabilities assumed during the three months ended March 31, 2014. There were no assets acquired or liabilities assumed during the period from January 22, 2013 (date of inception) to March 31, 2013: | |||||||||
(Dollar amounts in thousands) | Three Months Ended March 31, 2014 | ||||||||
Real estate investments, at cost: | |||||||||
Land | $ | 126,557 | |||||||
Buildings, fixtures and improvements | 675,052 | ||||||||
Total tangible assets | 801,609 | ||||||||
Acquired intangibles: | |||||||||
In-place leases | 78,406 | ||||||||
Total intangibles | 78,406 | ||||||||
Total assets acquired, net | 880,015 | ||||||||
Mortgage notes payable assumed | (422,321 | ) | |||||||
Premiums on mortgages assumed | (24,560 | ) | |||||||
Deposits paid in prior periods | (26,170 | ) | |||||||
Cash paid for acquired real estate investments, at cost (1) | $ | 406,964 | |||||||
Number of properties purchased | 204 | ||||||||
_____________________________________ | |||||||||
-1 | Excludes cash paid for real estate investments financed through accounts payable in prior periods of $9.9 million. | ||||||||
Real estate investments, at cost of $1.4 billion have been provisionally assigned to land, buildings, fixtures and improvements and in-place lease intangibles pending receipt of the final appraisals and/or other information being prepared by a third-party specialist. | |||||||||
The following table presents unaudited pro forma information as if the acquisitions during the three months ended March 31, 2014 had been consummated on January 22, 2013 (date of inception). Additionally, the unaudited pro forma net income (loss) was adjusted to reclassify acquisition and transaction related expense of $14.5 million from the three months ended March 31, 2014 to the period from January 22, 2013 (date of inception) to March 31, 2013: | |||||||||
(In thousands) | Three Months Ended March 31, 2014 | Period from | |||||||
22-Jan-13 | |||||||||
(date of inception) to | |||||||||
31-Mar-13 | |||||||||
Pro forma revenues | $ | 40,439 | $ | 11,648 | |||||
Pro forma net income (loss) attributable to stockholders | $ | 4,933 | $ | (10,564 | ) | ||||
The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items: | |||||||||
(In thousands) | Future Minimum | ||||||||
Base Rent Payments | |||||||||
April 1, 2014 to December 31, 2014 | $ | 106,024 | |||||||
2015 | 143,093 | ||||||||
2016 | 145,857 | ||||||||
2017 | 147,975 | ||||||||
2018 | 119,498 | ||||||||
Thereafter | 876,692 | ||||||||
$ | 1,539,139 | ||||||||
The following table lists the tenants (including, for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis for all portfolio properties as of March 31, 2014. There were no properties acquired as of March 31, 2013: | |||||||||
Tenant | March 31, 2014 | ||||||||
SunTrust Bank | 19.3 | % | |||||||
Sanofi US | 12.4 | % | |||||||
C&S Wholesale Grocer | 11.1 | % | |||||||
The termination, delinquency or non-renewal of leases by one or more of the above tenants may have a material adverse effect on revenues. No other tenant represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of March 31, 2014. | |||||||||
The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of March 31, 2014. There were no properties acquired as of March 31, 2013: | |||||||||
State | March 31, 2014 | ||||||||
New Jersey | 21.2 | % | |||||||
Georgia | 12 | % | |||||||
The Company did not own properties in any other state that in total represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of March 31, 2014. | |||||||||
Inland Portfolio Acquisition | |||||||||
On August 8, 2013 the Company's Sponsor entered into an equity interest purchase agreement (the "Agreement") with Inland American Real Estate Trust, Inc. ("Inland") for the purchase and sale of the equity interests of 67 entities owned by Inland for an aggregate contract purchase price of approximately $2.3 billion, subject to adjustments set forth in the Agreement and exclusive of closing costs. Of the 67 entities, the equity interests of 42 entities (the "Inland Portfolio") will be acquired by the Company from Inland for a purchase price of approximately $1.5 billion, subject to adjustments set forth in the Agreement and exclusive of closing costs, which was allocated to the Company based on the pro-rata fair value of the Inland Portfolio relative to the fair value of all 67 companies to be acquired by the Company and other entities sponsored directly or indirectly by the Company's Sponsor from Inland. The Inland Portfolio is comprised of 244 properties. As of March 31, 2014, the Company had closed on 235 of the 244 properties for a total purchase price of $1.3 billion, exclusive of closing costs. As of May 9, 2014, the Company has closed on all 244 properties for a total purchase price of $1.5 billion. |
Investment_Securities
Investment Securities | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
Investment Securities | ' | ||||||||||||||||
Investment Securities | |||||||||||||||||
As of March 31, 2014, the Company has investments in redeemable preferred stock and senior notes, with an aggregate fair value of $54.1 million. These investments are considered available-for-sale securities and therefore increases or decreases in the fair value of these investments are recorded in accumulated other comprehensive loss as a component of stockholders' equity on the consolidated balance sheets, unless the securities are considered to be permanently impaired, at which time the losses would be reclassified to expense. | |||||||||||||||||
The following table details the unrealized gains and losses on investment securities as of March 31, 2014 and December 31, 2013: | |||||||||||||||||
(In thousands) | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
March 31, 2014 | $ | 55,810 | $ | 35 | $ | (1,785 | ) | $ | 54,060 | ||||||||
31-Dec-13 | $ | 65,547 | $ | — | $ | (6,981 | ) | $ | 58,566 | ||||||||
Unrealized losses as of March 31, 2014 were considered temporary and therefore no impairment was recorded during the three months ended March 31, 2014. | |||||||||||||||||
During three months ended March 31, 2014, the Company sold investments in redeemable preferred stock and senior notes with an aggregate cost basis of $9.8 million for $9.6 million, resulting in a realized loss on sale of investment securities of $0.2 million. | |||||||||||||||||
The Company's preferred stock investments are redeemable at the respective issuer's option after five years from issuance. The senior notes have a weighted-average maturity of 28.3 years and a weighted-average interest rate of 5.7% as of March 31, 2014. |
Credit_Facility
Credit Facility | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Credit Facility | ' |
Credit Facility | |
On September 23, 2013, the Company, through the OP, entered into a credit agreement (the "Credit Agreement") relating to a credit facility (the "Credit Facility") that provides for aggregate revolving loan borrowings of up to $200.0 million (subject to borrowing base availability), with a $25.0 million swingline subfacility and a $20.0 million letter of credit subfacility. Through an uncommitted "accordion feature," the OP, subject to certain conditions, may increase commitments under the Credit Facility to up to $750.0 million. During the fourth quarter of 2013, the Credit Agreement was amended to increase the commitments under the Credit Facility to up to $455.0 million as of December 31, 2013. Additionally, during the first quarter of 2014, the Credit Agreement was amended to increase the commitments under the Credit Facility to up to $670.0 million as of March 31, 2014. During the three months ended March 31, 2014, the Company drew $338.0 million on the Credit Facility to partially fund acquisition activity. From April 1, 2014 to May 9, 2014, the Company drew an additional $85.0 million on the Credit Facility to partially fund acquisition activity. As of May 9, 2014, the outstanding balance under the Credit Facility was $423.0 million. | |
J.P. Morgan Securities LLC acted as joint bookrunner and joint lead arranger for the Credit Facility and its affiliate, JPMorgan Chase Bank, N.A., is the administrative agent, letter of credit issuer, swingline lender and a lender thereunder. Regions Capital Markets acted as joint bookrunner, joint lead arranger and syndication agent for the Credit Facility and its affiliate, Regions Bank, is a lender thereunder. | |
Borrowings under the Credit Facility bear interest, at the OP's election, at either (i) the base rate (which is defined in the Credit Agreement as the greatest of (a) the prime rate in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.50%, and (c) LIBOR for a one month interest period plus 1.0%) plus an applicable spread ranging from 0.60% to 1.20%, depending on the Company's consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.60% to 2.20%, depending on the Company's consolidated leverage ratio. The Credit Facility requires an unused fee per annum of 0.25% and 0.15%, if the unused balance of the Credit Facility exceeds, or is equal to or less than, 50.0% of the available facility, respectively. | |
The Credit Facility provides for monthly interest payments for each base rate loan and periodic interest payments for each LIBOR loan, based upon the applicable interest period with respect to such LIBOR loan, with all principal outstanding being due on the maturity date. The Credit Facility will mature on September 23, 2017, provided that the OP, subject to certain conditions, may elect to extend the maturity date one year to September 23, 2018. The Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. In the event of a default, the lenders have the right to terminate their obligations under the Credit Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans. Certain of the Company's subsidiaries and certain subsidiaries of the OP will guarantee, and the equity of certain subsidiaries of the OP will be pledged as collateral for, the obligations under the Credit Facility. | |
As of March 31, 2014, the outstanding balance under the Credit Facility was $338.0 million. The Company's unused borrowing capacity was $332.0 million, based on the assets assigned to the Credit Facility as of March 31, 2014. Availability of borrowings is based on a pool of eligible unencumbered real estate assets. As of December 31, 2013, the Company had no outstanding borrowings under the Credit Facility. | |
The Credit Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of March 31, 2014, the Company was in compliance with the financial covenants under the Credit Agreement. |
Mortgage_Notes_Payable
Mortgage Notes Payable | 3 Months Ended | |||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||
Mortgage Notes Payable | ' | |||||||||||||||||
Mortgage Notes Payable | ||||||||||||||||||
The Company's mortgage notes payable as of March 31, 2014 and December 31, 2013 consist of the following: | ||||||||||||||||||
Outstanding Loan Amount as of | Effective Interest Rate | |||||||||||||||||
Portfolio | Encumbered Properties | March 31, | December 31, | Interest Rate | Maturity | |||||||||||||
2014 | 2013 | |||||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||
SAAB Sensis I | 1 | $ | 8,754 | $ | 8,830 | 6.01 | % | Fixed | Apr. 2025 | |||||||||
SunTrust Bank II | 30 | 25,000 | — | 5.5 | % | Fixed | Jul. 2021 | |||||||||||
C&S Wholesale Grocer I | 4 | 82,500 | — | 5.56 | % | Fixed | Apr. 2017 | |||||||||||
SunTrust Bank III | 121 | 99,821 | — | 5.5 | % | Fixed | Jul. 2021 | |||||||||||
SunTrust Bank IV | 30 | 25,000 | — | 5.5 | % | Fixed | Jul. 2021 | |||||||||||
Sanofi US I | 1 | 190,000 | — | 5.83 | % | Fixed | Dec. 2015 | |||||||||||
Total | 187 | $ | 431,075 | $ | 8,830 | 5.66 | % | (1) | ||||||||||
_____________________________________ | ||||||||||||||||||
-1 | Calculated on a weighted-average basis for all mortgages outstanding as of March 31, 2014. | |||||||||||||||||
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to March 31, 2014: | ||||||||||||||||||
(In thousands) | Future Principal Payments | |||||||||||||||||
April 1, 2014 to December 31, 2014 | $ | 261 | ||||||||||||||||
2015 | 190,331 | |||||||||||||||||
2016 | 351 | |||||||||||||||||
2017 | 82,873 | |||||||||||||||||
2018 | 395 | |||||||||||||||||
Thereafter | 156,864 | |||||||||||||||||
$ | 431,075 | |||||||||||||||||
The Company's mortgage notes payable agreements require the compliance of certain property-level financial covenants including debt service coverage ratios. As of March 31, 2014, the Company was in compliance with financial covenants under its mortgage notes payable agreements. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The guidance defines three levels of inputs that may be used to measure fair value: | |||||||||||||||||||
Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||||||||||||
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. | |||||||||||||||||||
Level 3 — Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. | |||||||||||||||||||
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. | |||||||||||||||||||
The Company has investments in redeemable preferred stock and senior notes that are traded in active markets and therefore, due to the availability of quoted market prices in active markets, classified these investments as Level 1 in the fair value hierarchy. | |||||||||||||||||||
The following table presents information about the Company's assets measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those instruments fall: | |||||||||||||||||||
(In thousands) | Quoted Prices | Significant Other | Significant | Total | |||||||||||||||
in Active | Observable | Unobservable | |||||||||||||||||
Markets | Inputs | Inputs | |||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||
March 31, 2014 | |||||||||||||||||||
Investment securities | $ | 54,060 | $ | — | $ | — | $ | 54,060 | |||||||||||
31-Dec-13 | |||||||||||||||||||
Investment securities | $ | 58,566 | $ | — | $ | — | $ | 58,566 | |||||||||||
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2014. | |||||||||||||||||||
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, other receivables, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets as of March 31, 2014 and December 31, 2013 are reported below: | |||||||||||||||||||
Carrying Amount at | Fair Value at | Carrying Amount at | Fair Value at | ||||||||||||||||
(In thousands) | Level | March 31, 2014 | March 31, 2014 | December 31, 2013 | December 31, 2013 | ||||||||||||||
Mortgage notes payable and premiums, net | 3 | $ | 455,485 | $ | 460,404 | $ | 9,164 | $ | 9,164 | ||||||||||
Credit facility | 3 | $ | 338,000 | $ | 338,000 | $ | — | $ | — | ||||||||||
The fair value of the mortgage note payable is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. Advances under the Credit Facility are considered to be reported at fair value, since its interest rate varies with changes in LIBOR. |
Common_Stock
Common Stock | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||
Common Stock | ' | ||||||||||
Common Stock | |||||||||||
As of March 31, 2014, the Company had 63.6 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total proceeds from the IPO and the DRIP of $1.6 billion. | |||||||||||
On April 9, 2013, the Company's board of directors authorized, and the Company declared, a distribution rate, which is calculated based on stockholders of record each day during the applicable period at a rate of $0.004520548 per day, based on the $25.00 price per share of common stock. Distributions began to accrue on May 13, 2013, 15 days following the Company's initial property acquisition. Distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured. | |||||||||||
The following table summarizes the repurchases of shares under the Share Repurchase Program ("SRP") cumulatively through March 31, 2014: | |||||||||||
Number of Requests | Number of Shares | Weighted-Average Price per Share | |||||||||
Cumulative repurchases as of December 31, 2013 | 10 | 8,082 | $ | 24.98 | |||||||
Three months ended March 31, 2014 | 6 | 12,803 | 24.96 | ||||||||
Cumulative repurchases as of March 31, 2014 (1) | 16 | 20,885 | $ | 24.97 | |||||||
_____________________ | |||||||||||
-1 | Includes six unfulfilled repurchase requests consisting of 12,803 shares with a weighted-average repurchase price per share of $24.96, which were approved for repurchase as of March 31, 2014 and completed during the second quarter of 2014. This liability is included in accounts payable and accrued expenses on the Company's consolidated balance sheets. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | |||||
Future Minimum Lease Payments | |||||
The Company entered into lease agreements related to certain acquisitions under leasehold interest arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items: | |||||
(In thousands) | Future Minimum Base Rent Payments | ||||
April 1, 2014 to December 31, 2014 | $ | 619 | |||
2015 | 827 | ||||
2016 | 835 | ||||
2017 | 840 | ||||
2018 | 822 | ||||
Thereafter | 6,302 | ||||
$ | 10,245 | ||||
Litigation | |||||
In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company or its properties. | |||||
Environmental Matters | |||||
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations. |
Related_Party_Transactions_and
Related Party Transactions and Arrangements | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||||||||||
Related Party Transactions and Arrangements | ' | ||||||||||||||||||||||||
Related Party Transactions and Arrangements | |||||||||||||||||||||||||
As of March 31, 2014, the Special Limited Partner, an entity controlled by the Sponsor, owned 8,888 shares of the Company's outstanding common stock and 90 OP Units. | |||||||||||||||||||||||||
Fees Paid in Connection with the IPO | |||||||||||||||||||||||||
The Dealer Manager received fees and compensation in connection with the sale of the Company's common stock in the IPO. The Dealer Manager received selling commissions of up to 7.0% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager received up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager was permitted to reallow its dealer-manager fee to such participating broker-dealers. A participating broker dealer was permitted to elect to receive a fee equal to 7.5% of the gross proceeds from the sale of common stock (not including selling commissions and dealer manager fees) by such participating broker dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale, up to and including the fifth anniversary of the closing of such sale. If this option was elected, the dealer manager fee would have been reduced to 2.5% of gross proceeds (not including selling commissions and dealer manager fees). The following table details total selling commissions and dealer manager fees incurred from and due to the Dealer Manager as of and for the periods presented: | |||||||||||||||||||||||||
(Receivable) / Payable as of | |||||||||||||||||||||||||
(In thousands) | Three Months Ended | Period from | March 31, | December 31, | |||||||||||||||||||||
31-Mar-14 | 22-Jan-13 | 2014 | 2013 | ||||||||||||||||||||||
(date of inception) to | |||||||||||||||||||||||||
31-Mar-13 | |||||||||||||||||||||||||
Total commissions and fees from the Dealer Manager | $ | (3 | ) | (1) | $ | — | $ | (3 | ) | $ | 2 | ||||||||||||||
_________________________________ | |||||||||||||||||||||||||
-1 | During the three months ended March 31, 2014, the Company incurred reimbursement of selling commissions and dealer manager fees as a result of share purchase cancellations related to common stock sales prior to the close of the IPO. | ||||||||||||||||||||||||
The Advisor and its affiliates receive compensation and expense reimbursements for services relating to the IPO, including transfer agent services provided by an affiliate of the Dealer Manager. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are charged to additional paid-in capital on the accompanying consolidated balance sheets as of March 31, 2014 and December 31, 2013. The following table details offering costs and reimbursements incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: | |||||||||||||||||||||||||
Payable as of | |||||||||||||||||||||||||
(In thousands) | Three Months Ended | Period from | March 31, 2014 | 31-Dec-13 | |||||||||||||||||||||
31-Mar-14 | 22-Jan-13 | ||||||||||||||||||||||||
(date of inception) to | |||||||||||||||||||||||||
31-Mar-13 | |||||||||||||||||||||||||
Fees and expense reimbursements from the Advisor and Dealer Manager | $ | (253 | ) | $ | — | $ | — | $ | 226 | ||||||||||||||||
The Company is responsible for offering and related costs from the IPO, excluding selling commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds received from the IPO, measured at the end of the IPO. Offering costs, excluding selling commissions and dealer manager fees, in excess of the 2.0% cap as of the end of the IPO are the Advisor's responsibility. As of the end of the IPO, cumulative offering and related costs, excluding selling commissions and dealer manager fees, did not exceed the 2.0% threshold. | |||||||||||||||||||||||||
The Advisor has elected to cap cumulative offering costs incurred by the Company, net of unpaid amounts, at 15.0% of gross common stock proceeds received from the IPO. As of the end of the IPO, cumulative offering costs, net of unpaid amounts, were less than the 15.0% threshold. | |||||||||||||||||||||||||
Fees Paid in Connection With the Operations of the Company | |||||||||||||||||||||||||
The Advisor receives an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. The Advisor is also paid for services provided for which it incurs investment-related expenses, or insourced expenses. Such insourced expenses will be fixed initially at, and may not exceed, 0.5% of the contract purchase price and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company pays third party acquisition expenses. Once the proceeds from the IPO have been fully invested, the aggregate amount of acquisition fees and financing coordination fees (as described below) shall not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment for all the assets acquired. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees payable with respect to a particular investment or reinvestment exceed 4.5% of the contract purchase price to be measured at the close of the acquisition phase or 4.5% of the amount advanced for a loan or other investment. | |||||||||||||||||||||||||
If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. | |||||||||||||||||||||||||
In connection with providing strategic advisory services related to certain portfolio acquisitions, the Company has entered into arrangements in which the investment banking division of the Dealer Manager receives a transaction fee of 0.25% of the Transaction Value for certain portfolio acquisition transactions. Pursuant to such arrangements to date, "Transaction Value" has been defined as (i) the value of the consideration paid or to be paid for all the equity securities or assets in connection with the sale transaction or acquisition transaction (including consideration payable with respect to convertible or exchangeable securities and option, warrants or other exercisable securities and including dividends or distributions and equity security repurchases made in anticipation of or in connection with the sale transaction or acquisition transaction), or the implied value for all the equity securities or assets of the Company or acquisition target, as applicable, if a partial sale or purchase is undertaken, plus (ii) the aggregate value of any debt, capital lease and preferred equity security obligations (whether consolidated, off-balance sheet or otherwise) of the Company or acquisition target, as applicable, outstanding at the closing of the sale transaction or acquisition transaction), plus (iii) the amount of any fees, expenses and promote paid by the buyer(s) on behalf of the Company or the acquisition target, as applicable. Should the Dealer Manager provide strategic advisory services related to additional portfolio acquisition transactions, the Company will enter into new arrangements with the Dealer Manager on such terms as may be agreed upon between the two parties. | |||||||||||||||||||||||||
In connection with the asset management services provided by the Advisor, the Company has issued and expects to continue to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP designated as "Class B Units," which are intended to be profit interests and will vest, and no longer be subject to forfeiture, at such time as: (a) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pretax, non-compounded annual return thereon (the "economic hurdle"); (b) any one of the following events occurs concurrently with or subsequently to the achievement of the economic hurdle described above: (i) a listing; (ii) a transaction to which the Company or the OP, shall be a party, as a result of which OP Units or the Company's common stock shall be exchanged for, or converted into, the right, or the holders of such securities shall otherwise be entitled, to receive cash, securities or other property or any combination thereof; or (iii) the termination of the advisory agreement without cause; and (c) the Advisor pursuant to the advisory agreement is providing services to the Company immediately prior to the occurrence of an event of the type described in clause (b) above, unless the failure to provide such services is attributable to the termination without cause of the advisory agreement by an affirmative vote of a majority of the Company's independent directors after the economic hurdle described above has been met. Any outstanding Class B Units will be forfeited immediately if the advisory agreement is terminated for any reason other than a termination without cause. Any outstanding Class B Units will be forfeited immediately if the advisory agreement is terminated without cause by an affirmative vote of a majority of the board of directors before the economic hurdle described above has been met. | |||||||||||||||||||||||||
The Class B Units are issued in an amount equal to the cost of the Company's assets multiplied by 0.1875%, divided by the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $22.50 (the initial offering price in the IPO minus selling commissions and dealer manager fees) and, at such time as the Company calculates NAV, to Per Share NAV. When and if approved by the board of directors, the Class B Units are issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. As of March 31, 2014, the Company cannot determine the probability of achieving the performance condition. The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. The Advisor receives distributions on the vested and unvested Class B Units it receives in connection with its asset management subordinated participation at the same rate as distributions received on the Company's common stock. Such distributions on issued Class B Units are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss until the performance condition is considered probable to occur. As of March 31, 2014, the Company's board of directors has approved the issuance of 171,673 Class B Units to the Advisor in connection with this arrangement. | |||||||||||||||||||||||||
Effective August 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees were fully amortized during the period from January 22, 2013 (date of inception) to December 31, 2013 to general and administrative expenses. No such costs were incurred during the three months ended March 31, 2014. | |||||||||||||||||||||||||
The following table details amounts incurred, forgiven and payable to related parties in connection with the operations-related services described above as of and for the periods presented: | |||||||||||||||||||||||||
Three Months Ended March 31, 2014 | Period from | Payable as of | |||||||||||||||||||||||
22-Jan-13 | |||||||||||||||||||||||||
(date of inception) to | |||||||||||||||||||||||||
31-Mar-13 | |||||||||||||||||||||||||
(In thousands) | Incurred | Forgiven | Incurred | Forgiven | March 31, | December 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
One-time fees and reimbursements: | |||||||||||||||||||||||||
Acquisition fees and related cost reimbursements | $ | 8,824 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Financing coordination fees | 4,778 | — | — | — | — | — | |||||||||||||||||||
Other expense reimbursements | — | — | — | — | — | — | |||||||||||||||||||
Transaction fees | — | — | — | — | — | 2,630 | |||||||||||||||||||
Ongoing fees: | |||||||||||||||||||||||||
Strategic advisory fees | — | — | — | — | — | — | |||||||||||||||||||
Distributions on Class B Units | 43 | — | — | — | — | 18 | |||||||||||||||||||
Total related party operation fees and reimbursements | $ | 13,645 | $ | — | $ | — | $ | — | $ | — | $ | 2,648 | |||||||||||||
The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. The Company may not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No reimbursements were incurred from the Advisor for providing services during the three months ended March 31, 2014 or the period from January 22, 2013 (date of inception) to March 31, 2013. | |||||||||||||||||||||||||
In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. Because the Advisor may waive certain fees, cash flows from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that are forgiven are not deferrals and, accordingly, will not be paid to the Advisor. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs and/or property operating costs. No such costs were absorbed by the Advisor during the three months ended March 31, 2014 or for the period from January 22, 2013 (date of inception) to March 31, 2013. | |||||||||||||||||||||||||
Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets | |||||||||||||||||||||||||
The Company may pay the Advisor a subordinated performance fee calculated on the basis of the Company's total return to stockholders, payable annually in arrears, such that for any year in which the Company's total return on stockholders' capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return, provided that the annual subordinated performance fee paid to the Advisor does not exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, distributions or other event which results in the return on stockholders' capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the three months ended March 31, 2014 or the period from January 22, 2013 (date of inception) to March 31, 2013. | |||||||||||||||||||||||||
The Company will pay a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and one-half of the total brokerage commission paid, if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such fees were incurred during the three months ended March 31, 2014 or the period from January 22, 2013 (date of inception) to March 31, 2013. | |||||||||||||||||||||||||
If the Company is not simultaneously listed on an exchange, the Company intends to pay a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of remaining net sales proceeds after return of capital contributions to investors plus payment to investors of an annual 6.0% cumulative, pre-tax, non-compounded return on the capital contributed by investors. There can be no assurance that the Company will provide this 6.0% return but the Special Limited Partner will not be entitled to the subordinated participation in net sale proceeds unless the Company's investors have received an annual 6.0% cumulative, pre-tax, non-compounded return on their capital contributions. No such fees were incurred during the three months ended March 31, 2014 or the period from January 22, 2013 (date of inception) to March 31, 2013. | |||||||||||||||||||||||||
If the common stock of the Company is listed on a national stock exchange, the Company expects to pay a subordinated incentive listing distribution from the OP of 15.0% of the amount by which the Company's market value plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded annual return to investors. The Company cannot assure that it will provide this 6.0% return but the Special Limited Partner will not be entitled to the subordinated incentive listing fee unless investors have received an annual 6.0% cumulative, pre-tax, non-compounded return on their capital contributions. No such fees were incurred during the three months ended March 31, 2014 or the period from January 22, 2013 (date of inception) to March 31, 2013. Neither the Advisor nor any of its affiliates can earn both the subordination participation in the net proceeds and the subordinated incentive listing distribution. | |||||||||||||||||||||||||
Upon termination or non-renewal of the advisory agreement with or without cause, the Special Limited Partner will be entitled to receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company's market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded return to investors. The Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. |
Economic_Dependency
Economic Dependency | 3 Months Ended |
Mar. 31, 2014 | |
Economic Dependency [Abstract] | ' |
Economic Dependency | ' |
Economic Dependency | |
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common ownership with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's common stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations. | |
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Share-based Compensation [Abstract] | ' | ||||||
Share-Based Compensation | ' | ||||||
Share-Based Compensation | |||||||
Restricted Share Plan | |||||||
The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholders' meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary or the date of grant in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to other entities that provide services to the Company. The total number of shares of common stock granted under the RSP shall not exceed 5.0% of the Company's shares of common stock on a fully diluted basis at any time, and in any event, will not exceed 3.4 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). | |||||||
Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares. | |||||||
The following table reflects restricted share award activity for the three months ended March 31, 2014: | |||||||
Number of Shares of Common Stock | Weighted-Average Issue Price | ||||||
Unvested, December 31, 2013 | 4,000 | $ | 22.5 | ||||
Granted | — | — | |||||
Vested | — | — | |||||
Unvested, March 31, 2014 | 4,000 | $ | 22.5 | ||||
The fair value of the restricted shares is being expensed over the vesting period of five years. Compensation expense related to restricted stock was approximately $5,000 for the three months ended March 31, 2014. There were no restricted shares granted during the period from January 22, 2013 (date of inception) to March 31, 2013. | |||||||
As of March 31, 2014, the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP. That cost is expected to be recognized over a weighted-average period of 4.0 years. | |||||||
Other Share-Based Compensation | |||||||
The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at each director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. No shares of common stock were issued to directors in lieu of cash compensation during the three months ended March 31, 2014 and the period from January 22, 2013 (date of inception) to March 31, 2013. |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Net Loss Per Share | ' | ||||||||
Net Loss Per Share | |||||||||
The following is a summary of the basic and diluted net loss per share computation for the three months ended March 31, 2014 and for the period from January 22, 2013 (date of inception) to March 31, 2013: | |||||||||
Three Months Ended | Period from | ||||||||
31-Mar-14 | 22-Jan-13 | ||||||||
(date of inception) to | |||||||||
31-Mar-13 | |||||||||
Net loss (in thousands) | $ | (10,589 | ) | $ | (29 | ) | |||
Basic and diluted weighted-average shares outstanding | 62,693,554 | 8,888 | |||||||
Basic and diluted net loss per share | $ | (0.17 | ) | NM | |||||
_____________________ | |||||||||
NM — not meaningful | |||||||||
The following common stock equivalents as of March 31, 2014 and 2013 were excluded from diluted net loss per share computations as their effect would have been antidilutive: | |||||||||
March 31, 2014 | March 31, 2013 | ||||||||
Unvested restricted stock | 4,000 | — | |||||||
OP Units | 90 | 90 | |||||||
Class B Units | 171,673 | — | |||||||
Total common stock equivalents | 175,763 | 90 | |||||||
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Subsequent Events [Abstract] | ' | ||||||||||
Subsequent Events | ' | ||||||||||
Subsequent Events | |||||||||||
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except for the following disclosures: | |||||||||||
Acquisitions | |||||||||||
The following table presents certain information about the properties that the Company acquired from April 1, 2014 to May 9, 2014: | |||||||||||
(Dollar amounts in thousands) | Number of Properties | Base Purchase Price (1) | Rentable Square Feet | ||||||||
Total portfolio — March 31, 2014 | 443 | $ | 2,001,261 | 12,405,004 | |||||||
Acquisitions | 11 | 156,498 | 612,650 | ||||||||
Total portfolio — May 9, 2014 | 454 | $ | 2,157,759 | 13,017,654 | |||||||
_______________________________ | |||||||||||
(1) Contract purchase price, excluding acquisition related costs. | |||||||||||
Investment Securities | |||||||||||
From April 1, 2014 to May 9, 2014, the Company sold $17.5 million of investments in redeemable preferred stock notes for a realized gain of $0.1 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In April 2014, the FASB amended the requirements for reporting discontinued operations. Under the revised guidance, in addition to other disclosure requirements, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale, disposed of by sale or other than by sale. The Company has adopted the provisions of this guidance effective January 1, 2014, and has applied the provisions prospectively. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Real_Estate_Investments_Tables
Real Estate Investments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Real Estate Investments, Net [Abstract] | ' | ||||||||
Purchase Price of Acquired Properties | ' | ||||||||
The following table presents the allocation of assets acquired and liabilities assumed during the three months ended March 31, 2014. There were no assets acquired or liabilities assumed during the period from January 22, 2013 (date of inception) to March 31, 2013: | |||||||||
(Dollar amounts in thousands) | Three Months Ended March 31, 2014 | ||||||||
Real estate investments, at cost: | |||||||||
Land | $ | 126,557 | |||||||
Buildings, fixtures and improvements | 675,052 | ||||||||
Total tangible assets | 801,609 | ||||||||
Acquired intangibles: | |||||||||
In-place leases | 78,406 | ||||||||
Total intangibles | 78,406 | ||||||||
Total assets acquired, net | 880,015 | ||||||||
Mortgage notes payable assumed | (422,321 | ) | |||||||
Premiums on mortgages assumed | (24,560 | ) | |||||||
Deposits paid in prior periods | (26,170 | ) | |||||||
Cash paid for acquired real estate investments, at cost (1) | $ | 406,964 | |||||||
Number of properties purchased | 204 | ||||||||
_____________________________________ | |||||||||
-1 | Excludes cash paid for real estate investments financed through accounts payable in prior periods of $9.9 million. | ||||||||
Business Acquisition, Pro Forma Information | ' | ||||||||
The following table presents unaudited pro forma information as if the acquisitions during the three months ended March 31, 2014 had been consummated on January 22, 2013 (date of inception). Additionally, the unaudited pro forma net income (loss) was adjusted to reclassify acquisition and transaction related expense of $14.5 million from the three months ended March 31, 2014 to the period from January 22, 2013 (date of inception) to March 31, 2013: | |||||||||
(In thousands) | Three Months Ended March 31, 2014 | Period from | |||||||
22-Jan-13 | |||||||||
(date of inception) to | |||||||||
31-Mar-13 | |||||||||
Pro forma revenues | $ | 40,439 | $ | 11,648 | |||||
Pro forma net income (loss) attributable to stockholders | $ | 4,933 | $ | (10,564 | ) | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ||||||||
The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items: | |||||||||
(In thousands) | Future Minimum | ||||||||
Base Rent Payments | |||||||||
April 1, 2014 to December 31, 2014 | $ | 106,024 | |||||||
2015 | 143,093 | ||||||||
2016 | 145,857 | ||||||||
2017 | 147,975 | ||||||||
2018 | 119,498 | ||||||||
Thereafter | 876,692 | ||||||||
$ | 1,539,139 | ||||||||
Schedule of Annualized Rental Income by Major Tenants | ' | ||||||||
The following table lists the tenants (including, for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis for all portfolio properties as of March 31, 2014. There were no properties acquired as of March 31, 2013: | |||||||||
Tenant | March 31, 2014 | ||||||||
SunTrust Bank | 19.3 | % | |||||||
Sanofi US | 12.4 | % | |||||||
C&S Wholesale Grocer | 11.1 | % | |||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | ' | ||||||||
The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of March 31, 2014. There were no properties acquired as of March 31, 2013: | |||||||||
State | March 31, 2014 | ||||||||
New Jersey | 21.2 | % | |||||||
Georgia | 12 | % |
Investment_Securities_Tables
Investment Securities (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
Schedule of Available-for-sale Securities Reconciliation | ' | ||||||||||||||||
The following table details the unrealized gains and losses on investment securities as of March 31, 2014 and December 31, 2013: | |||||||||||||||||
(In thousands) | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
March 31, 2014 | $ | 55,810 | $ | 35 | $ | (1,785 | ) | $ | 54,060 | ||||||||
31-Dec-13 | $ | 65,547 | $ | — | $ | (6,981 | ) | $ | 58,566 | ||||||||
Mortgage_Notes_Payable_Tables
Mortgage Notes Payable (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||
Schedule of Long-term Debt Instruments | ' | |||||||||||||||||
The Company's mortgage notes payable as of March 31, 2014 and December 31, 2013 consist of the following: | ||||||||||||||||||
Outstanding Loan Amount as of | Effective Interest Rate | |||||||||||||||||
Portfolio | Encumbered Properties | March 31, | December 31, | Interest Rate | Maturity | |||||||||||||
2014 | 2013 | |||||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||
SAAB Sensis I | 1 | $ | 8,754 | $ | 8,830 | 6.01 | % | Fixed | Apr. 2025 | |||||||||
SunTrust Bank II | 30 | 25,000 | — | 5.5 | % | Fixed | Jul. 2021 | |||||||||||
C&S Wholesale Grocer I | 4 | 82,500 | — | 5.56 | % | Fixed | Apr. 2017 | |||||||||||
SunTrust Bank III | 121 | 99,821 | — | 5.5 | % | Fixed | Jul. 2021 | |||||||||||
SunTrust Bank IV | 30 | 25,000 | — | 5.5 | % | Fixed | Jul. 2021 | |||||||||||
Sanofi US I | 1 | 190,000 | — | 5.83 | % | Fixed | Dec. 2015 | |||||||||||
Total | 187 | $ | 431,075 | $ | 8,830 | 5.66 | % | (1) | ||||||||||
_____________________________________ | ||||||||||||||||||
-1 | Calculated on a weighted-average basis for all mortgages outstanding as of March 31, 2014. | |||||||||||||||||
Schedule of Maturities of Long-term Debt | ' | |||||||||||||||||
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to March 31, 2014: | ||||||||||||||||||
(In thousands) | Future Principal Payments | |||||||||||||||||
April 1, 2014 to December 31, 2014 | $ | 261 | ||||||||||||||||
2015 | 190,331 | |||||||||||||||||
2016 | 351 | |||||||||||||||||
2017 | 82,873 | |||||||||||||||||
2018 | 395 | |||||||||||||||||
Thereafter | 156,864 | |||||||||||||||||
$ | 431,075 | |||||||||||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis | ' | ||||||||||||||||||
The following table presents information about the Company's assets measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those instruments fall: | |||||||||||||||||||
(In thousands) | Quoted Prices | Significant Other | Significant | Total | |||||||||||||||
in Active | Observable | Unobservable | |||||||||||||||||
Markets | Inputs | Inputs | |||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||
March 31, 2014 | |||||||||||||||||||
Investment securities | $ | 54,060 | $ | — | $ | — | $ | 54,060 | |||||||||||
31-Dec-13 | |||||||||||||||||||
Investment securities | $ | 58,566 | $ | — | $ | — | $ | 58,566 | |||||||||||
Fair Value, by Balance Sheet Grouping | ' | ||||||||||||||||||
The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets as of March 31, 2014 and December 31, 2013 are reported below: | |||||||||||||||||||
Carrying Amount at | Fair Value at | Carrying Amount at | Fair Value at | ||||||||||||||||
(In thousands) | Level | March 31, 2014 | March 31, 2014 | December 31, 2013 | December 31, 2013 | ||||||||||||||
Mortgage notes payable and premiums, net | 3 | $ | 455,485 | $ | 460,404 | $ | 9,164 | $ | 9,164 | ||||||||||
Credit facility | 3 | $ | 338,000 | $ | 338,000 | $ | — | $ | — | ||||||||||
Common_Stock_Common_Stock_Tabl
Common Stock Common Stock (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||
Schedule of Share Repurchases | ' | ||||||||||
The following table summarizes the repurchases of shares under the Share Repurchase Program ("SRP") cumulatively through March 31, 2014: | |||||||||||
Number of Requests | Number of Shares | Weighted-Average Price per Share | |||||||||
Cumulative repurchases as of December 31, 2013 | 10 | 8,082 | $ | 24.98 | |||||||
Three months ended March 31, 2014 | 6 | 12,803 | 24.96 | ||||||||
Cumulative repurchases as of March 31, 2014 (1) | 16 | 20,885 | $ | 24.97 | |||||||
_____________________ | |||||||||||
-1 | Includes six unfulfilled repurchase requests consisting of 12,803 shares with a weighted-average repurchase price per share of $24.96, which were approved for repurchase as of March 31, 2014 and completed during the second quarter of 2014. This liability is included in accounts payable and accrued expenses on the Company's consolidated balance sheets. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Master Leases | ' | ||||
The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items: | |||||
(In thousands) | Future Minimum Base Rent Payments | ||||
April 1, 2014 to December 31, 2014 | $ | 619 | |||
2015 | 827 | ||||
2016 | 835 | ||||
2017 | 840 | ||||
2018 | 822 | ||||
Thereafter | 6,302 | ||||
$ | 10,245 | ||||
Related_Party_Transactions_and1
Related Party Transactions and Arrangements (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate | ' | ||||||||||||||||||||||||
The following table details total selling commissions and dealer manager fees incurred from and due to the Dealer Manager as of and for the periods presented: | |||||||||||||||||||||||||
(Receivable) / Payable as of | |||||||||||||||||||||||||
(In thousands) | Three Months Ended | Period from | March 31, | December 31, | |||||||||||||||||||||
31-Mar-14 | 22-Jan-13 | 2014 | 2013 | ||||||||||||||||||||||
(date of inception) to | |||||||||||||||||||||||||
31-Mar-13 | |||||||||||||||||||||||||
Total commissions and fees from the Dealer Manager | $ | (3 | ) | (1) | $ | — | $ | (3 | ) | $ | 2 | ||||||||||||||
_________________________________ | |||||||||||||||||||||||||
-1 | During the three months ended March 31, 2014, the Company incurred reimbursement of selling commissions and dealer manager fees as a result of share purchase cancellations related to common stock sales prior to the close of the IPO. | ||||||||||||||||||||||||
Schedule Of Offering Costs Reimbursements to Related Party | ' | ||||||||||||||||||||||||
The following table details offering costs and reimbursements incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: | |||||||||||||||||||||||||
Payable as of | |||||||||||||||||||||||||
(In thousands) | Three Months Ended | Period from | March 31, 2014 | 31-Dec-13 | |||||||||||||||||||||
31-Mar-14 | 22-Jan-13 | ||||||||||||||||||||||||
(date of inception) to | |||||||||||||||||||||||||
31-Mar-13 | |||||||||||||||||||||||||
Fees and expense reimbursements from the Advisor and Dealer Manager | $ | (253 | ) | $ | — | $ | — | $ | 226 | ||||||||||||||||
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | ' | ||||||||||||||||||||||||
The following table details amounts incurred, forgiven and payable to related parties in connection with the operations-related services described above as of and for the periods presented: | |||||||||||||||||||||||||
Three Months Ended March 31, 2014 | Period from | Payable as of | |||||||||||||||||||||||
22-Jan-13 | |||||||||||||||||||||||||
(date of inception) to | |||||||||||||||||||||||||
31-Mar-13 | |||||||||||||||||||||||||
(In thousands) | Incurred | Forgiven | Incurred | Forgiven | March 31, | December 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
One-time fees and reimbursements: | |||||||||||||||||||||||||
Acquisition fees and related cost reimbursements | $ | 8,824 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Financing coordination fees | 4,778 | — | — | — | — | — | |||||||||||||||||||
Other expense reimbursements | — | — | — | — | — | — | |||||||||||||||||||
Transaction fees | — | — | — | — | — | 2,630 | |||||||||||||||||||
Ongoing fees: | |||||||||||||||||||||||||
Strategic advisory fees | — | — | — | — | — | — | |||||||||||||||||||
Distributions on Class B Units | 43 | — | — | — | — | 18 | |||||||||||||||||||
Total related party operation fees and reimbursements | $ | 13,645 | $ | — | $ | — | $ | — | $ | — | $ | 2,648 | |||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Share-based Compensation [Abstract] | ' | ||||||
Schedule of Share-based Compensation, Activity | ' | ||||||
The following table reflects restricted share award activity for the three months ended March 31, 2014: | |||||||
Number of Shares of Common Stock | Weighted-Average Issue Price | ||||||
Unvested, December 31, 2013 | 4,000 | $ | 22.5 | ||||
Granted | — | — | |||||
Vested | — | — | |||||
Unvested, March 31, 2014 | 4,000 | $ | 22.5 | ||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | ||||||||
The following is a summary of the basic and diluted net loss per share computation for the three months ended March 31, 2014 and for the period from January 22, 2013 (date of inception) to March 31, 2013: | |||||||||
Three Months Ended | Period from | ||||||||
31-Mar-14 | 22-Jan-13 | ||||||||
(date of inception) to | |||||||||
31-Mar-13 | |||||||||
Net loss (in thousands) | $ | (10,589 | ) | $ | (29 | ) | |||
Basic and diluted weighted-average shares outstanding | 62,693,554 | 8,888 | |||||||
Basic and diluted net loss per share | $ | (0.17 | ) | NM | |||||
_____________________ | |||||||||
NM — not meaningful | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||||||
The following common stock equivalents as of March 31, 2014 and 2013 were excluded from diluted net loss per share computations as their effect would have been antidilutive: | |||||||||
March 31, 2014 | March 31, 2013 | ||||||||
Unvested restricted stock | 4,000 | — | |||||||
OP Units | 90 | 90 | |||||||
Class B Units | 171,673 | — | |||||||
Total common stock equivalents | 175,763 | 90 | |||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Subsequent Events [Abstract] | ' | ||||||||||
Schedule of Real Estate Properties | ' | ||||||||||
Acquisitions | |||||||||||
The following table presents certain information about the properties that the Company acquired from April 1, 2014 to May 9, 2014: | |||||||||||
(Dollar amounts in thousands) | Number of Properties | Base Purchase Price (1) | Rentable Square Feet | ||||||||
Total portfolio — March 31, 2014 | 443 | $ | 2,001,261 | 12,405,004 | |||||||
Acquisitions | 11 | 156,498 | 612,650 | ||||||||
Total portfolio — May 9, 2014 | 454 | $ | 2,157,759 | 13,017,654 | |||||||
_______________________________ | |||||||||||
(1) Contract purchase price, excluding acquisition related costs. |
Organization_Details
Organization (Details) (USD $) | 2 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||
Mar. 31, 2013 | Mar. 31, 2014 | Apr. 25, 2013 | Dec. 31, 2013 | Apr. 04, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 25, 2013 | Apr. 09, 2013 | Apr. 04, 2013 | Mar. 31, 2014 | |
sqft | Special Limited Partner [Member] | Minimum [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||||
property | American Realty Capital Trust V Special Limited Partner, LLC [Member] | Minimum [Member] | ||||||||||
Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68,000,000 | ' |
Common stock, par value (in dollars per share) | ' | $0.01 | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' |
Share Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $25 | ' | $25 | $25 | ' |
Shares available for issuance under a distribution reinvestment plan, shares | ' | ' | ' | ' | ' | ' | ' | ' | 14,700,000 | ' | 14,700,000 | ' |
Subscriptions required to break escrow | ' | ' | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, outstanding (in shares) | ' | 63,595,486 | ' | 62,985,937 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reallocated from DRIP (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 14,500,000 | ' | ' | ' |
Proceeds from issuances of common stock | 200,000 | 127,000 | ' | ' | ' | ' | ' | 1,600,000,000 | ' | ' | ' | ' |
Common value outstanding | ' | 1,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price for Drip (In dollars per share) | ' | ' | ' | ' | ' | ' | ' | $23.75 | ' | ' | ' | ' |
Payments to acquire real estate | 0 | 416,866,000 | ' | ' | ' | ' | 1,400,000,000 | ' | ' | ' | ' | ' |
DRIP percentage of estimated value of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% |
Number of real estate properties | ' | 443 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | 2,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Area of real estate property | ' | 12,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Occupancy rate | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining lease term | ' | '10 years 2 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributed capital | ' | ' | ' | ' | ' | $2,020 | ' | ' | ' | ' | ' | ' |
OP units outstanding (in shares) | ' | ' | ' | ' | ' | 90 | ' | ' | ' | ' | ' | ' |
Real_Estate_Investments_Assets
Real Estate Investments - Assets Acquired (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | |
property | ||
Business Acquisition [Line Items] | ' | |
Land | $126,557 | |
Buildings, fixtures and improvements | 675,052 | |
Total tangible assets | 801,609 | |
Total intangibles | 78,406 | |
Total assets acquired, net | 880,015 | |
Mortgage notes payable assumed | -422,321 | |
Premiums on mortgages assumed | -24,560 | |
Deposits paid in prior periods | -26,170 | |
Cash paid for acquired real estate investments, at cost (1) | 406,964 | [1] |
Number of properties purchased | 204 | |
Leases, Acquired-in-Place [Member] | ' | |
Business Acquisition [Line Items] | ' | |
Acquired intangibles: | $78,406 | |
[1] | Excludes cash paid for real estate investments financed through accounts payable in prior periods of $9.9 million. |
Real_Estate_Investments_Profor
Real Estate Investments - Proforma Information (Details) (USD $) | 3 Months Ended | 15 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 |
Real Estate Investments, Net [Abstract] | ' | ' |
Pro forma revenues | $40,439 | $11,648 |
Pro forma net income (loss) attributable to stockholders | $4,933 | ($10,564) |
Real_Estate_Investments_Minimu
Real Estate Investments - Minimum Lease Payments (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Real Estate Investments, Net [Abstract] | ' |
April 1, 2014 to December 31, 2014 | $106,024 |
2015 | 143,093 |
2016 | 145,857 |
2017 | 147,975 |
2018 | 119,498 |
Thereafter | 876,692 |
Total | $1,539,139 |
Real_Estate_Investments_Concen
Real Estate Investments - Concentrations (Details) | 3 Months Ended |
Mar. 31, 2014 | |
New Jersey | ' |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 21.20% |
Georgia | ' |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 12.00% |
SunTrust Banks, Inc. [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 19.30% |
Sanofi US [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 12.40% |
C&S Wholesale Grocer [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 11.10% |
Real_Estate_Investments_Narrat
Real Estate Investments - Narrative (Details) (USD $) | 2 Months Ended | 3 Months Ended | 3 Months Ended | 15 Months Ended | 1 Months Ended | 16 Months Ended | ||||
Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 09, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 06, 2014 | Aug. 09, 2013 | 9-May-14 | 9-May-14 | |
property | company | ARCT V Inland Portfolio [Member] | ARCT V Inland Portfolio [Member] | ARCT V Inland Portfolio [Member] | ARCT V Inland Portfolio [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
property | property | company | property | ARCT V Inland Portfolio [Member] | ||||||
property | ||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for real estate investments financed through accounts payable in prior periods | ' | $9,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration transferred | ' | 1,400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition and transaction related | 0 | 14,532,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of companies | ' | ' | ' | 67 | ' | ' | ' | 42 | ' | ' |
Total real estate investments, at cost | ' | $2,027,087,000 | $1,147,072,000 | $2,300,000,000 | $1,300,000,000 | $1,300,000,000 | $1,500,000,000 | $1,500,000,000 | ' | ' |
Number of properties to be acquired | ' | ' | ' | ' | 244 | ' | ' | ' | ' | ' |
Number of properties purchased | ' | 204 | ' | ' | ' | 235 | ' | ' | 11 | 244 |
Investment_Securities_Details
Investment Securities (Details) (USD $) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | $55,810,000 | $65,547,000 |
Gross Unrealized Gains | 35,000 | 0 |
Gross Unrealized Losses | -1,785,000 | -6,981,000 |
Fair Value | 54,060,000 | 58,566,000 |
Realized gain on securities sold | -200,000 | ' |
Preferred Stock [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Period from issuance when investments become redeemable | '5 years | ' |
Weighted average maturity | '28 years 4 months 2 days | ' |
Weighted average interest rate | 5.70% | ' |
Preferred Stock and Senior Notes [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 9,800,000 | ' |
Proceeds from Sale of Short-term Investments | $9,600,000 | ' |
Credit_Facility_Details
Credit Facility (Details) (USD $) | 2 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||
Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 23, 2013 | Sep. 23, 2013 | Sep. 23, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | 9-May-14 | 9-May-14 | |
JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | Line of Credit Facility, Interest Rate, Option One [Member] | Line of Credit Facility, Interest Rate, Option One [Member] | Line of Credit Facility, Interest Rate, Option One [Member] | Line of Credit Facility, Interest Rate, Option One [Member] | Line of Credit Facility, Interest Rate, Option Two [Member] | Line of Credit Facility, Interest Rate, Option Two [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Swing Line [Member] | Letter of Credit [Member] | Minimum [Member] | Maximum [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | JPMorgan Chase Bank, N.A. [Member] | |||||
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||||
Federal Funds Effective Rate [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | $670,000,000 | $455,000,000 | $200,000,000 | $25,000,000 | $20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from credit facility | 0 | 338,000,000 | ' | 338,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,000,000 |
Maximum borrowing capacity, contingent upon commitments | ' | ' | ' | ' | ' | 750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' |
Variable interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.60% | 1.20% | 1.60% | 2.20% | ' | ' |
Interest rate period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 month | ' | ' | ' | ' | ' | ' |
Unused capacity commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | 0.15% | ' | ' | ' | ' | ' | ' | ' | ' |
Unused borrowing minimum percentage | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility | ' | 338,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 423,000,000 | ' |
Unused borrowing capacity fee | ' | ' | ' | $332,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage_Notes_Payable_Details
Mortgage Notes Payable (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | |
Mortgage notes payable | $431,075 | $8,830 | |
Mortgages [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Number of Real Estate Properties, Encumbered | 187 | ' | |
Mortgage notes payable | 431,075 | 8,830 | |
Debt Instrument, Interest Rate, Effective Percentage | 5.66% | [1] | ' |
SAAB Sensis I [Member] | Mortgages [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Number of Real Estate Properties, Encumbered | 1 | ' | |
Mortgage notes payable | 8,754 | 8,830 | |
Debt Instrument, Interest Rate, Effective Percentage | 6.01% | ' | |
Sun Trust Bank II [Member] | Mortgages [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Number of Real Estate Properties, Encumbered | 30 | ' | |
Mortgage notes payable | 25,000 | 0 | |
Debt Instrument, Interest Rate, Effective Percentage | 5.50% | ' | |
C&S Wholesale Grocer I [Member] | Mortgages [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Number of Real Estate Properties, Encumbered | 4 | ' | |
Mortgage notes payable | 82,500 | 0 | |
Debt Instrument, Interest Rate, Effective Percentage | 5.56% | ' | |
SunTrust Bank III [Member] | Mortgages [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Number of Real Estate Properties, Encumbered | 121 | ' | |
Mortgage notes payable | 99,821 | 0 | |
Debt Instrument, Interest Rate, Effective Percentage | 5.50% | ' | |
SunTrust Bank IV [Member] | Mortgages [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Number of Real Estate Properties, Encumbered | 30 | ' | |
Mortgage notes payable | 25,000 | 0 | |
Debt Instrument, Interest Rate, Effective Percentage | 5.50% | ' | |
Sanofi US Tranche VI [Member] | Mortgages [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Number of Real Estate Properties, Encumbered | 1 | ' | |
Mortgage notes payable | $190,000 | $0 | |
Debt Instrument, Interest Rate, Effective Percentage | 5.83% | ' | |
[1] | Calculated on a weighted-average basis for all mortgages outstanding as of MarchB 31, 2014. |
Mortgage_Notes_Payable_Future_
Mortgage Notes Payable - Future Minimum Payments (Details) (Mortgages [Member], USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Mortgages [Member] | ' |
Debt Instrument [Line Items] | ' |
April 1, 2014 to December 31, 2014 | $261 |
2015 | 190,331 |
2016 | 351 |
2017 | 82,873 |
2018 | 395 |
Thereafter | 156,864 |
Long-term Debt | $431,075 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Schedule of Fair Value, Liabilities Measured on Recurring Basis) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities, at fair value | $54,060 | $58,566 |
Available-for-sale Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities, at fair value | 54,060 | 58,566 |
Available-for-sale Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities, at fair value | 0 | 0 |
Available-for-sale Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities, at fair value | 0 | 0 |
Available-for-sale Securities [Member] | Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities, at fair value | $54,060 | $58,566 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Fair Value of Financial Instruments) (Details) (Fair Value, Inputs, Level 3 [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Mortgages [Member] | Reported Value Measurement [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt | $455,485 | $9,164 |
Mortgages [Member] | Estimate of Fair Value Measurement [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt | 460,404 | 9,164 |
Revolving Credit Facility [Member] | Reported Value Measurement [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt | 338,000 | 0 |
Revolving Credit Facility [Member] | Estimate of Fair Value Measurement [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt | $338,000 | $0 |
Common_Stock_Schedule_of_Stock
Common Stock (Schedule of Stock by Class) (Details) (USD $) | 0 Months Ended | 2 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Apr. 09, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Apr. 09, 2013 | Apr. 04, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Approved [Member] | Approved [Member] | Approved [Member] | Unfunded [Member] | ||||||
request | request | request | request | |||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Common stock, outstanding (in shares) | ' | ' | 63,595,486 | 62,985,937 | ' | ' | ' | ' | ' | ' | ' | |
Proceeds from issuances of common stock | ' | $200 | $127 | ' | $1,600,000 | ' | ' | ' | ' | ' | ' | |
Dividends declared per day (in dollars per share) | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Share Price (in dollars per share) | ' | ' | ' | ' | $25 | $25 | $25 | ' | ' | ' | ' | |
Number of Requests | ' | ' | ' | ' | ' | ' | ' | 6 | 10 | 16 | [1] | 6 |
Number of Shares (in shares) | ' | ' | ' | ' | ' | ' | ' | 12,803 | 8,082 | 20,885 | [1] | ' |
Weighted-Average Price per Share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $24.96 | $24.98 | $24.97 | [1] | $24.96 |
Remaining authorized shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,803 | |
[1] | Includes six unfulfilled repurchase requests consisting ofB 12,803B shares with a weighted-average repurchase price per share ofB $24.96, which were approved for repurchase as of MarchB 31, 2014 and completed during the second quarter of 2014. This liability is included in accounts payable and accrued expenses on the Company's consolidated balance sheets. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
April 1, 2014 to December 31, 2014 | $619 |
2015 | 827 |
2016 | 835 |
2017 | 840 |
2018 | 822 |
Thereafter | 6,302 |
Total | $10,245 |
Related_Party_Transactions_and2
Related Party Transactions and Arrangements (Details) (USD $) | 2 Months Ended | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Cumulative offering cost cap | ' | 15.00% | ' | |
Special Limited Partner [Member] | American Realty Capital Trust V Special Limited Partner, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Common stock held by related party, in shares | ' | 8,888 | ' | |
OP units outstanding (in shares) | ' | 90 | ' | |
Maximum [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Liability for offering and related costs from IPO | ' | 2.00% | ' | |
Gross Proceeds, Common Stock [Member] | Maximum [Member] | Dealer Manager [Member] | Realty Capital Securities, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Sales commissions as a percentage of benchmark | ' | 7.00% | ' | |
Contract Purchase Price [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Acquisition fees as a percentage of benchmark | ' | 1.00% | ' | |
Financing advance fees as a percentage of benchmark | ' | 1.00% | ' | |
Financing advance fees as a percentage of benchmark, expected third party costs | ' | 0.50% | ' | |
Quarterly asset management fee earned | ' | 0.19% | ' | |
Unearned class B units | ' | 171,673 | ' | |
Contract Purchase Price [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Aggregate acquisition fees and acquisition related expenses as a percentage of benchmark | ' | 4.50% | ' | |
Advance on Loan or Other Investment [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Financing advance fees as a percentage of benchmark, expected third party costs | ' | 0.50% | ' | |
Advance on Loan or Other Investment [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Financing advance fees as a percentage of benchmark | ' | 4.50% | ' | |
Contract Purchase Price, All Assets Acquired [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Aggregate acquisition fees and acquisition related expenses as a percentage of benchmark | ' | 1.50% | ' | |
Amount Available or Outstanding Under Financing Arrangement [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Financing coordination fees earned by related party | ' | 0.75% | ' | |
Transaction Value [Member] | Dealer Manager [Member] | Realty Capital Securities, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Listing advisory fee earned | ' | 0.25% | ' | |
Pre-tax Non-compounded Return on Capital Contribution [Member] | Special Limited Partner [Member] | American Realty Capital Trust V Special Limited Partner, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Subordinated participation fees as a percentage of benchmark | ' | 15.00% | ' | |
Pre-tax Non-compounded Return on Capital Contribution [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Subordinated performance fee as a percentage of benchmark | ' | 15.00% | ' | |
Pre-tax Non-compounded Return on Capital Contribution [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Subordinated performance fee as a percentage of benchmark | ' | 10.00% | ' | |
Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital [Member] | Special Limited Partner [Member] | American Realty Capital Trust V Special Limited Partner, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Subordinated participation fees as a percentage of benchmark | ' | 15.00% | ' | |
Sales Commissions and Dealer Manager Fees [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Share Price (in dollars per share) | ' | $22.50 | ' | |
Sales Commissions and Dealer Manager Fees [Member] | Dealer Manager [Member] | Realty Capital Securities, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | $0 | ($3) | [1] | ' |
Due to Affiliate | ' | -3 | 2 | |
Fees and Expense Reimbursement, Stock Offering [Member] | Advisor and Dealer Manager [Member] | American Realty Capital Advisors V, LLC (Advisor) and Realty Capital Securities, LLC (Dealer Manager) [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | -253 | ' | |
Due to Affiliate | ' | 0 | 226 | |
Annual Targeted Investor Return [Member] | Pre-tax Non-compounded Return on Capital Contribution [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Cumulative capital investment return | ' | 6.00% | ' | |
Brokerage Commission Fees [Member] | Contract Sales Price [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Real estate commissions as a percentage of benchmark | ' | 2.00% | ' | |
Real Estate Commissions [Member] | Contract Sales Price [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Real estate commissions as a percentage of benchmark | ' | 6.00% | ' | |
Option One [Member] | Gross Proceeds, Common Stock [Member] | Maximum [Member] | Dealer Manager [Member] | Realty Capital Securities, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Gross proceeds from the sale of common stock, before allowances | ' | 3.00% | ' | |
Option One [Member] | Gross Proceeds, Common Stock [Member] | Maximum [Member] | Participating Broker-Dealer [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Brokerage fee as a percentage of benchmark | ' | 7.50% | ' | |
Brokerage fees as a percentage of benchmark, initial grant | ' | 2.50% | ' | |
Brokerage fees as a percentage of benchmark, periodic payment | ' | 1.00% | ' | |
Option Two [Member] | Gross Proceeds, Common Stock [Member] | Dealer Manager [Member] | Realty Capital Securities, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Sales commissions as a percentage of benchmark | ' | 2.50% | ' | |
Greater Of [Member] | Average Invested Assets [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Operating expenses as a percentage of benchmark | ' | 2.00% | ' | |
Greater Of [Member] | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Operating expenses as a percentage of benchmark | ' | 25.00% | ' | |
Incurred [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 13,645 | ' | |
Forgiven [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 0 | ' | |
Payable [Member] | Operation Fees and Reimbursements [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Due to Affiliate | ' | 0 | 2,648 | |
Nonrecurring Fees [Member] | Acquisition and Related Expenses [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Due to Affiliate | ' | 0 | 0 | |
Nonrecurring Fees [Member] | Financing Coordination Fees [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Due to Affiliate | ' | 0 | 0 | |
Nonrecurring Fees [Member] | Transaction Fee [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Due to Affiliate | ' | 0 | 2,630 | |
Nonrecurring Fees [Member] | Incurred [Member] | Acquisition and Related Expenses [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 8,824 | ' | |
Nonrecurring Fees [Member] | Incurred [Member] | Financing Coordination Fees [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 4,778 | ' | |
Nonrecurring Fees [Member] | Incurred [Member] | Other Expense Reimbursements [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 0 | ' | |
Nonrecurring Fees [Member] | Incurred [Member] | Transaction Fee [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 0 | ' | |
Nonrecurring Fees [Member] | Forgiven [Member] | Acquisition and Related Expenses [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 0 | ' | |
Nonrecurring Fees [Member] | Forgiven [Member] | Financing Coordination Fees [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 0 | ' | |
Nonrecurring Fees [Member] | Forgiven [Member] | Other Expense Reimbursements [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 0 | ' | |
Nonrecurring Fees [Member] | Forgiven [Member] | Transaction Fee [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 0 | ' | |
Nonrecurring Fees [Member] | Payable [Member] | Other Expense Reimbursements [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Due to Affiliate | ' | 0 | 0 | |
Recurring Fees [Member] | Strategic Advisory Fees [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Due to Affiliate | ' | 0 | 0 | |
Recurring Fees [Member] | Distributions On Class B Units [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Due to Affiliate | ' | 0 | 18 | |
Recurring Fees [Member] | Incurred [Member] | Strategic Advisory Fees [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 0 | ' | |
Recurring Fees [Member] | Incurred [Member] | Distributions On Class B Units [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 43 | ' | |
Recurring Fees [Member] | Forgiven [Member] | Strategic Advisory Fees [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | 0 | 0 | ' | |
Recurring Fees [Member] | Forgiven [Member] | Distributions On Class B Units [Member] | ' | ' | ' | |
Related Party Transaction [Line Items] | ' | ' | ' | |
Total commissions and fees from the Dealer Manager | $0 | $0 | ' | |
[1] | During the three months ended March 31, 2014, the Company incurred reimbursement of selling commissions and dealer manager fees as a result of share purchase cancellations related to common stock sales prior to the close of the IPO. |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (Restricted Share Plan [Member], Restricted Stock [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Restricted Share Plan [Member] | Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares granted automatically upon election to board of directors, in shares | 1,333 |
Vesting period | '5 years |
Periodic vesting percentage | 20.00% |
Maximum authorized amount as a percentage of shares authorized | 5.00% |
Number of shares authorized, in shares | 3,400,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ' |
Beginning Balance (in shares) | 4,000 |
Ending Balance (in shares) | 4,000 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' |
Beginning Balance (in dollars per share) | $22.50 |
Granted (in dollars per share) | $0 |
Vested (in dollars per share) | $0 |
Ending Balance (in dollars per share) | $22.50 |
Share based compensation expense | $5,000 |
Unrecognized compensation costs | $100,000 |
Weighted average period for recognition | '4 years 0 months 4 days |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 2 Months Ended | 3 Months Ended | 15 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Net loss | ($29) | ($10,589) | ($29) |
Basic and diluted weighted-average shares outstanding (in shares) | 8,888 | 62,693,554 | 8,888 |
Basic and diluted net loss per share (in dollars per share) | ' | ($0.17) | ' |
Antidilutive shares (in shares) | 90 | 175,763 | ' |
Restricted Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive shares (in shares) | 0 | 4,000 | ' |
OP Units [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive shares (in shares) | 90 | 90 | ' |
Advisor [Member] | Contract Purchase Price [Member] | American Realty Capital Advisors V, LLC [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Unearned class B units | ' | 171,673 | ' |
Advisor [Member] | Contract Purchase Price [Member] | American Realty Capital Advisors V, LLC [Member] | Class B Units [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive shares (in shares) | 0 | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||||
Mar. 31, 2014 | 9-May-14 | Mar. 31, 2014 | 9-May-14 | ||||
property | Subsequent Event [Member] | Total Portfolio, As of Document End Date [Member] | Total Portfolio, End of Subsequent Events Period [Member] | ||||
sqft | sqft | property | Subsequent Event [Member] | ||||
property | sqft | property | |||||
sqft | |||||||
Property Acquisition [Roll Forward] | ' | ' | ' | ' | |||
Beginning Balance, Number of Properties | ' | ' | 443 | 454 | |||
Number of properties purchased | 204 | 11 | ' | ' | |||
Beginning Balance, Number of Properties | 443 | ' | 443 | 454 | |||
Beginning Balance, Base Purchase Price | ' | ' | $2,001,261,000 | [1] | $2,157,759,000 | [1] | |
Real Estate Investment Property, at Cost, Acquisitions | ' | 156,498,000 | [1] | ' | ' | ||
Ending Balance, Base Purchase Price | 2,000,000,000 | ' | 2,001,261,000 | [1] | 2,157,759,000 | [1] | |
Beginning Balance Rentable Square Feet | ' | ' | 12,405,004 | 13,017,654 | |||
Area of Real Estate Property, Acquisitions | ' | 612,650 | ' | ' | |||
Ending Balance Rentable Square Feet | 12,400,000 | ' | 12,405,004 | 13,017,654 | |||
Sale of investments in redeemable preferred stock | ' | 17,500,000 | ' | ' | |||
Realized gain on securities sold | ($200,000) | $100,000 | ' | ' | |||
[1] | Contract purchase price, excluding acquisition related costs. |