Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC. | ||
Entity Central Index Key | 1,595,527 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 30,572,658 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Real estate investments, at cost: | ||
Land | $ 133,380 | $ 83,316 |
Buildings and improvements | 336,582 | 139,489 |
Acquired intangible assets | 80,407 | 47,278 |
Total real estate investments, at cost | 550,369 | 270,083 |
Less accumulated depreciation and amortization | (18,045) | (1,970) |
Total real estate investments, net | 532,324 | 268,113 |
Cash and cash equivalents | 182,700 | 184,341 |
Investment securities, at fair value | 472 | 490 |
Receivables for sale of common stock | 0 | 2,003 |
Prepaid expenses and other assets (including amounts due from related parties of $819 at December 31, 2015) | 7,635 | 3,618 |
Deferred costs, net | 6,108 | 0 |
Total assets | 729,239 | 458,565 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Mortgage note payable | 96,000 | 0 |
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $184 and $1,109 at December 31, 2015 and 2014, respectively) | 4,889 | 3,025 |
Below-market lease liabilities, net | 26,644 | 15,367 |
Deferred revenue | 1,651 | 225 |
Distributions payable | 3,916 | 2,542 |
Total liabilities | 133,100 | 21,159 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at December 31, 2015 and 2014 | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 30,410,467 and 20,569,012 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 304 | 206 |
Additional paid-in capital | 670,279 | 454,131 |
Accumulated other comprehensive loss | 0 | (24) |
Accumulated deficit | (74,444) | (16,907) |
Total stockholders' equity | 596,139 | 437,406 |
Total liabilities and stockholders' equity | $ 729,239 | $ 458,565 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Due from affiliates | $ 819 | |
Due to affiliates | $ 184 | $ 1,109 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 30,410,467 | 20,569,012 |
Common stock, shares outstanding | 30,410,467 | 20,569,012 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | ||||
Rental income | $ 0 | $ 24,472,000 | $ 2,661,000 | |
Operating expense reimbursements and other revenue | 0 | 1,964,000 | 190,000 | |
Total revenues | 0 | 26,436,000 | 2,851,000 | |
Operating expenses: | ||||
Property operating | 0 | 11,296,000 | 688,000 | |
Operating fees incurred from related parties | 0 | 1,145,000 | 0 | |
Acquisition and transaction related | 0 | 6,015,000 | 6,148,000 | |
General and administrative | 0 | 3,634,000 | 535,000 | |
Depreciation and amortization | 0 | 16,759,000 | 2,015,000 | |
Total operating expenses | 0 | 38,849,000 | 9,386,000 | |
Operating loss | 0 | (12,413,000) | (6,535,000) | |
Other income (expense): | ||||
Interest expense | 0 | (3,554,000) | 0 | |
Other income | 0 | 252,000 | 16,000 | |
Other-than-temporary impairment on investment securities | 0 | (70,000) | 0 | |
Total other income (expense) | 0 | (3,372,000) | 16,000 | |
Net loss | 0 | (15,785,000) | (6,519,000) | |
Other comprehensive income (loss): | ||||
Unrealized loss on investment securities | 0 | 0 | (24,000) | |
Reclassification adjustment for other-than-temporary impairment losses recognized in earnings | 0 | 24,000 | 0 | |
Comprehensive loss | $ 0 | $ (15,761,000) | $ (6,543,000) | |
Basic and diluted weighted average shares outstanding (in shares) | [1] | 0 | 27,599,363 | 6,849,166 |
Basic and diluted net loss per share (in usd per share) | $ (0.57) | $ (0.95) | ||
Dividends declared per common share (in usd per share) | $ 0 | $ 1.51 | $ 0.84 | |
[1] | During the year ended December 31, 2015, the Company identified a historical error in the preparation of its basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, understated the reported amount of basic and diluted weighted average shares outstanding and overstated basic and diluted net loss per share for the year ended December 31, 2014. The table above reflects the corrected amounts. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 19, 2013 | 0 | ||||
Beginning Balance at Dec. 19, 2013 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued through distribution reinvestment plan | 0 | ||||
Net loss | 0 | 0 | |||
Ending Balance (in shares) at Dec. 31, 2013 | 0 | ||||
Ending Balance at Dec. 31, 2013 | 0 | $ 0 | 0 | 0 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 20,374,429 | ||||
Issuance of common stock | 505,423 | $ 204 | 505,219 | ||
Common stock offering costs, commissions and dealer manager fees | (55,625) | (55,625) | |||
Common stock issued through distribution reinvestment plan (in shares) | 190,584 | ||||
Common stock issued through distribution reinvestment plan | 4,526 | $ 2 | 4,524 | ||
Share-based compensation (in shares) | 3,999 | ||||
Share-based compensation | 13 | 13 | |||
Distributions declared | (10,388) | (10,388) | |||
Unrealized loss on investment securities | (24) | (24) | |||
Reclassification adjustment for other-than-temporary impairment losses recognized in earnings | 0 | ||||
Net loss | (6,519) | (6,519) | |||
Ending Balance (in shares) at Dec. 31, 2014 | 20,569,012 | ||||
Ending Balance at Dec. 31, 2014 | 437,406 | $ 206 | 454,131 | (24) | (16,907) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 9,165,430 | ||||
Issuance of common stock | 228,597 | $ 91 | 228,506 | ||
Common stock offering costs, commissions and dealer manager fees | (28,424) | (28,424) | |||
Common stock issued through distribution reinvestment plan (in shares) | 858,472 | ||||
Common stock issued through distribution reinvestment plan | 20,390 | $ 9 | 20,381 | ||
Common stock repurchases (in shares) | (183,780) | ||||
Common stock repurchases | (4,343) | $ (2) | (4,341) | ||
Share-based compensation (in shares) | 1,333 | ||||
Share-based compensation | 26 | 26 | |||
Distributions declared | (41,752) | (41,752) | |||
Reclassification adjustment for other-than-temporary impairment losses recognized in earnings | 24 | 24 | |||
Net loss | (15,785) | (15,785) | |||
Ending Balance (in shares) at Dec. 31, 2015 | 30,410,467 | ||||
Ending Balance at Dec. 31, 2015 | $ 596,139 | $ 304 | $ 670,279 | $ 0 | $ (74,444) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2015 |
Cash flows from operating activities: | ||||||||
Net loss | $ 0 | $ 0 | $ (4,059,000) | $ (4,054,000) | $ (15,785,000) | $ (6,519,000) | ||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 0 | 0 | 16,759,000 | 2,015,000 | ||||
Amortization of deferred financing costs | 0 | 1,731,000 | 0 | |||||
Accretion of below- and amortization of above-market lease liabilities and assets, net | 0 | (2,476,000) | (134,000) | |||||
Share-based compensation | 0 | 26,000 | 13,000 | |||||
Other-than-temporary impairment on investment securities | 0 | 0 | 70,000 | 0 | ||||
Changes in assets and liabilities: | ||||||||
Prepaid expenses, other assets and deferred costs | 0 | (8,177,000) | (1,550,000) | |||||
Accounts payable, accrued expenses and other liabilities | 0 | 1,232,000 | 985,000 | |||||
Deferred revenue | 0 | 1,426,000 | 225,000 | |||||
Net cash used in operating activities | 0 | (5,194,000) | (4,965,000) | |||||
Cash flows from investing activities: | ||||||||
Investments in real estate | 0 | (157,029,000) | (255,967,000) | |||||
Purchase of investment securities | 0 | (28,000) | (514,000) | |||||
Acquisition funds released from escrow | 0 | 2,068,000 | 0 | |||||
Capital expenditures | 0 | (14,175,000) | (86,000) | |||||
Net cash used in investing activities | 0 | (169,164,000) | (256,567,000) | |||||
Cash flows from financing activities: | ||||||||
Payments of offering costs and fees related to common stock issuances | 0 | (30,580,000) | (54,227,000) | |||||
Payments of financing costs | 0 | (4,555,000) | 0 | |||||
Proceeds from issuance of common stock | 0 | 230,600,000 | 503,420,000 | $ 509,900,000 | $ 754,600,000 | |||
Distributions paid | 0 | (19,988,000) | (3,320,000) | |||||
Repurchases of common stock | 0 | (2,760,000) | 0 | |||||
Net cash provided by financing activities | 0 | 172,717,000 | 445,873,000 | |||||
Net change in cash and cash equivalents | 0 | (1,641,000) | 184,341,000 | |||||
Cash and cash equivalents, beginning of period | 0 | 184,341,000 | 0 | |||||
Cash and cash equivalents, end of period | 0 | 0 | 182,700,000 | 184,341,000 | 182,700,000 | 184,341,000 | 184,341,000 | 182,700,000 |
Supplemental Disclosures: | ||||||||
Cash paid for interest | 0 | 1,817,000 | 0 | |||||
Non-Cash Investing and Financing Activities | ||||||||
Receivable for sale of common stock | 0 | 0 | 2,003,000 | |||||
Receivable for offering cost reimbursement | 0 | 0 | 775,000 | 0 | 775,000 | 0 | 0 | 775,000 |
Mortgage note payable used to acquire investments in real estate | 0 | 96,000,000 | 0 | |||||
Accrued stock repurchase requests | 0 | 1,583,000 | 0 | |||||
Distributions payable | 0 | $ 0 | $ 3,916,000 | $ 2,542,000 | 3,916,000 | 2,542,000 | $ 2,542,000 | $ 3,916,000 |
Accrued offering costs | 0 | 17,000 | 1,363,000 | |||||
Accrued capital expenditures | 0 | 1,000 | 0 | |||||
Other assets (liabilities) assumed in real estate transactions, net | 0 | 29,000 | (642,000) | |||||
Common stock issued through distribution reinvestment plan | 0 | 20,390,000 | 4,526,000 | |||||
Reclassification of deferred offering costs to equity | $ 0 | $ 0 | $ 35,000 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 — Organization American Realty Capital New York City REIT, Inc. (including, as required by context, New York City Operating Partnership L.P., and its subsidiaries, the “Company”) was incorporated on December 19, 2013 as a Maryland corporation and elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes (“REIT”) beginning with its taxable year ended December 31, 2014. On April 24, 2014, the Company commenced its initial public offering (the "IPO") on a "reasonable best efforts" basis of up to 30.0 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, for total gross proceeds of up to $750.0 million , pursuant to a registration statement on Form S-11, as amended (File No. 333-194135 ) (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement also covered up to 10.5 million shares available pursuant to a distribution reinvestment plan (the "DRIP") under which the Company's common stockholders may elect to have their distributions reinvested in additional shares of the Company's common stock at a price of $23.75 per share, which is equal to 95% of the offering price in the IPO. On May 29, 2014, the Company received and accepted subscriptions in excess of the minimum offering amount for the IPO of $2.0 million in shares, broke general escrow and issued shares of common stock to initial investors who were admitted as stockholders of the Company. In February 2015, as permitted, the Company reallocated the remaining 10.0 million DRIP shares available under the Registration Statement to the primary offering. On May 22, 2015, the Company registered an additional 25.0 million shares to be issued pursuant to the DRIP pursuant to a registration statement on Form S-3 (File No. 333-204433). The Company closed its IPO on May 31, 2015, and continued to accept subscriptions in process as of that date. As of December 31, 2015 , the Company had 30.4 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 of $754.6 million , inclusive of $24.9 million from the DRIP and net of repurchases. The per share purchase price in the IPO was up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and the per share purchase price of shares issued under the DRIP is equal to $23.75 per share, which is equal to 95% of the offering price in the primary offering. Beginning with the net asset value ("NAV") pricing date, the per share price for shares under the DRIP will vary periodically and will be equal to the NAV per share of our common stock ("Estimated Per-Share NAV"), as determined by New York City Advisors, LLC (the "Advisor"). The NAV pricing date means the date on which the Company first publishes an estimated per share NAV, which will be on or prior to October 26, 2016, which is 150 days following the second anniversary from the date the Company broke escrow in the IPO. The Company was formed to invest its assets in properties in the five boroughs of New York City, with a focus on Manhattan. The Company may also purchase for investment purposes certain real estate investment assets that accompany office properties, including retail spaces and amenities, as well as hospitality assets, residential assets and other property types exclusively in New York City. All such properties may be acquired and owned by the Company alone or jointly with another party. As of December 31, 2015 , the Company owned five properties consisting of 841,868 rentable square feet. Substantially all of the Company’s business is conducted through New York City Operating Partnership, L.P., a Delaware limited partnership (the “OP”). The Company has no direct employees. The Advisor has been retained by the Company to manage the Company's affairs on a day-to-day basis. The Company has retained New York City Properties, LLC (the “Property Manager”) to serve as the Company’s property manager. The Advisor and Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC "AR Global"), the parent of the Company's sponsor, American Realty Capital III, LLC (the "Sponsor"), as a result of which they are related parties, and each of which has received or will receive compensation, fees and expense reimbursements for services related to the IPO and the investment and management of the Company's assets. The Advisor, New York City Special Limited Partner, LLC (the "Special Limited Partner") and Property Manager have also received or will also receive fees, distributions and other compensation during the offering, acquisition, operational and liquidation stages. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP (“OP units”). The Advisor contributed $2,020 to the OP in exchange for 90 OP units, which represents a nominal percentage of the aggregate OP ownership. A holder of OP units has the right to convert OP units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP, provided, however, that such OP units must have been outstanding for at least one year. The remaining rights of the limited partners in the OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. Realty Capital Securities, LLC (the “Former Dealer Manager”) served as the dealer manager of the IPO, and, together with its affiliates, continued to provide the Company with various services through December 31, 2015 . RCS Capital Corporation, the parent company of the Former Dealer Manager and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global, the parent of the Sponsor. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Accounting The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. The Company had no investments in joint ventures or variable interest entities as of December 31, 2015 , 2014 or 2013 . Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable. Investments in Real Estate The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statement of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. In business combinations, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities and non-controlling interests based on their respective estimated fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities may include the value of in-place leases, above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics. The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases is recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company's estimate of the comparable fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease, including any below-market fixed rate renewal options for below-market leases. The fair value of other intangible assets, such as real estate tax abatements, are recorded based on the present value of the expected benefit and amortized over the expected useful life. Fair values of assumed mortgages, if applicable, are recorded as debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates. Non-controlling interests in property owning entities are recorded based on its fair value at the date of acquisition, as determined by the terms of the applicable agreement. The Company utilizes a number of sources in making its estimates of fair values for purposes of allocating purchase price, including real estate valuations prepared by independent valuation firms. The Company also considers information and other factors including: market conditions, the industry in which the tenant operates, characteristics of the real estate such as location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business. Disposals of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are presented as discontinued operations in the consolidated statements of operations and comprehensive loss for all periods presented; otherwise, the Company continues to report results of these properties' operations within continuing operations. Properties that are intended to be sold will be designated as "held for sale" on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale. Properties are no longer depreciated when they are classified as held for sale. The Company did not have any properties held for sale as of December 31, 2015 or 2014 . Acquired intangible assets and lease liabilities consisted of the following as of December 31, 2015 and 2014 . December 31, 2015 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 44,165 $ 8,017 $ 36,148 Other intangibles 31,447 1,436 30,011 Above-market leases 4,795 628 4,167 Acquired intangible assets $ 80,407 $ 10,081 $ 70,326 Intangible liabilities: Below-market lease liabilities $ 29,504 $ 2,860 $ 26,644 December 31, 2014 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 11,920 $ 721 $ 11,199 Other intangibles 31,447 270 31,177 Above-market leases 3,911 136 3,775 Acquired intangible assets $ 47,278 $ 1,127 $ 46,151 Intangible liabilities: Below-market lease liabilities $ 15,637 $ 270 $ 15,367 Depreciation and Amortization Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five to seven years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. Acquired above-market leases are amortized as a reduction of rental income over the remaining terms of the respective leases. Acquired below-market leases are amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods. The value of in-place leases, exclusive of the value of above- and below-market in-place leases, is amortized to depreciation and amortization expense over the remaining periods of the respective leases. The value of other acquired intangibles is amortized to depreciation and amortization expense over the remaining expected useful life. Assumed mortgage premiums or discounts, if applicable, are amortized as a reduction or increase to interest expense over the remaining term of the respective mortgages. The following table provides the amortization of in-place leases and other intangibles recognized in depreciation and amortization expense as well as the amortization and accretion of above- and below market leases, net for the periods presented: Year Ended December 31, (In thousands) 2015 2014 Amortization of in-place leases and other intangibles $ 9,596 $ 1,172 Amortization and accretion of above- and below market leases, net $ 2,476 $ 134 The Company did not recognize any amortization or accretion of in-place leases, other intangibles, above- or below-market leases for the period from December 19, 2013 (date of inception) to December 31, 2013 . The following table provides the projected amortization expense and adjustments to revenues for the next five years: (In thousands) 2016 2017 2018 2019 2020 In-place leases $ 7,915 $ 5,421 $ 4,867 $ 4,382 $ 3,287 Other intangibles 1,165 1,165 1,165 1,165 1,165 Total to be included in depreciation and amortization $ 9,080 $ 6,586 $ 6,032 $ 5,547 $ 4,452 Above-market lease assets $ (520 ) $ (520 ) $ (519 ) $ (513 ) $ (508 ) Below-market lease liabilities 2,976 2,778 2,630 2,301 1,914 Total to be included in rental income $ 2,456 $ 2,258 $ 2,111 $ 1,788 $ 1,406 Impairment of Long Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If such estimated cash flows are less than the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is based on the adjustment to estimated fair value less estimated cost to dispose of the asset. Generally, the Company determines estimated fair value for properties held for sale based on the agreed-upon selling price of an asset. These assessments may result in the immediate recognition of an impairment loss, resulting in a reduction of net income (loss). The Company did not recognize any impairment charges for the years ended December 31, 2015 or 2014 or for the period from December 19, 2013 (date of inception) to December 31, 2013 . Cash and Cash Equivalents Cash and cash equivalents includes cash in bank accounts as well as investments in highly liquid money market funds with original maturities of three months or less. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company ("FDIC") up to an insurance limit. At December 31, 2015 , the Company had deposits of $182.7 million , of which $181.7 million was in excess of the amount insured by the FDIC. At December 31, 2014 the Company had deposits of $184.3 million , of which $184.1 million was in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result. Investment Securities The Company classifies its investments in debt or equity securities into one of three classes: held-to-maturity, available-for-sale or trading, as applicable. Investments in debt securities that the Company has the positive intent and ability to hold until maturity are classified as held-to-maturity and are reported at amortized cost. Debt and equity securities that are bought and held principally for the purposes of selling them in the near future are classified as trading securities. Debt and equity securities not classified as trading securities or as held-to-maturity securities are classified as available-for-sale securities and are reported at fair value, with unrealized holding gains and losses reported as a component of equity within accumulated other comprehensive income or loss. Gains or losses on securities sold are based on the specific identification method. The Company evaluates its investments in securities for impairment or other-than-temporary impairment on a quarterly basis. The Company reviews each investment individually and assesses factors that may include (i) if the carrying amount of an investment exceeds its fair value, (ii) if there has been any change in the market as a whole or in the investee’s market, (iii) if there are any plans to sell the investment in question or if the Company believes it may be forced to sell its investment, and (iv) if there have been any other factors that would indicate the possibility of the existence of an other-than-temporary impairment. The fair value of the Company’s investments in available-for-sale securities generally rise and fall based on current market conditions. If, after reviewing relevant factors surrounding an impaired security, the Company determines that it will not recover its full investment in an impaired security, the Company recognizes an other-than-temporary impairment charge in the consolidated statements of operations and comprehensive loss in the period in which the other-than-temporary impairment is discovered, regardless of whether or not the Company plans to sell or believes it will be forced to sell the security in question. The Company recognized other-than-temporary impairment charges of $0.1 million for the year ended December 31, 2015 . The Company did not recognize any other-than-temporary impairment charges for the year ended December 31, 2014 or the period from December 19, 2013 (date of inception) to December 31, 2013 . Deferred Costs, Net Deferred costs, net consists of deferred financing costs and deferred leasing costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. Deferred leasing costs, consisting primarily of lease commissions and professional fees incurred, are deferred and amortized to depreciation and amortization expense over the term of the lease. Share Repurchase Program The Company has a Share Repurchase Program ("SRP") that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion of their shares, subject to certain minimum conditions, if such repurchase does not impair the Company's capital or operations. On January 25, 2016 the Company announced it had unanimously approved an amended and restated share repurchase program, which became effective on February 28, 2016. See Note 14 — Subsequent Events . When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares purchased under the SRP will have the status of authorized but unissued shares. See Note 7 — Common Stock . Distribution Reinvestment Plan Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded to equity in the accompanying balance sheets in the period distributions are declared. See Note 7 — Common Stock . Revenue Recognition The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Because many of the Company's leases provide for rental increases at specified intervals, GAAP requires that the Company record a receivable, and include in revenues on a straight-line basis, unbilled rent receivables that it will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. Rental revenue recognition commences when the tenant takes possession of or controls the physical use of the leased space. For the tenant to take possession, the leased space must be substantially ready for its intended use. To determine whether the leased space is substantially ready for its intended use, the Company evaluates whether the Company owns or if the tenant owns the tenant improvements. When the Company is the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is not before such improvements are substantially complete. When the tenant is the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space. When the Company concludes that it is the owner of tenant improvements, the Company capitalizes the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants. When the Company concludes that the tenant is the owner of tenant improvements for accounting purposes, the Company records its contribution towards those improvements as a lease incentive, which is included in deferred leasing costs, net on the consolidated balance sheets and amortized as a reduction to rental income on a straight-line basis over the term of the lease. The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in its allowance for uncollectible accounts or record a direct write-off of the receivable in its consolidated statements of operations and comprehensive loss. Cost recoveries from tenants are included in operating expense reimbursements and other revenue in the period the related costs are incurred, as applicable. The Company may own certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant's sales upon the achievement of certain sales thresholds or other targets, which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. If the Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income, contingent rental income will be included in rental income on the consolidated statements of operations and comprehensive loss. The Company did not recognize any contingent rental income for the years ended December 31, 2015 or 2014 or for the period from December 19, 2013 (date of inception) to December 31, 2013 . Offering and Related Costs All offering costs incurred by the Company, its Advisor and its affiliates on behalf of the Company are charged to additional paid-in capital on the consolidated balance sheets. Offering and related costs include all expenses incurred in connection with the Company's IPO. Offering costs (other than selling commissions and the dealer manager fee) of the Company may be paid by the Advisor, the Former Dealer Manager or their affiliates on behalf of the Company. Offering costs include all expenses incurred by the Company in connection with its IPO as of such date. These costs include but are not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Former Dealer Manager for amounts it may pay to reimburse the bona fide due diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on behalf of the Company, provided that the Advisor is obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2.0% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, dealer manager fees and other organization and offering costs do not exceed 12.0% of the gross proceeds determined at the end of the IPO. See Note 9 — Related Party Transactions and Arrangements . Share-Based Compensation The Company has a stock-based incentive award plan, which is accounted for under the guidance for employee share based payments. The expense for such awards are included in general and administrative expenses and are recognized over the vesting period or when the requirements for exercise of the award have been met. See Note 11 — Share-Based Compensation . Income Taxes The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with its taxable year ended December 31, 2014. If the Company continues to qualify for taxation as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable income to its stockholders, determined without regard for the deduction for dividends paid and excluding net capital gains. REITs are subject to a number of organizational and operational requirements, including a requirement that the Company distribute annually at least 90% of the Company’s REIT taxable income to the Company’s stockholders. If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax) beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years. The Company distributed to its stockholders 100% of its REIT taxable income for each of the years ended December 31, 2015 and 2014 . From a U.S. federal income tax perspective, 100% of distributions, or $1.51 and $0.84 per share, respectively, for the years ended December 31, 2015 and 2014 represented a return of capital. The Company did not have any REIT taxable income for the period from December 19, 2013 (date of inception) to December 31, 2013. Accordingly, no provision for federal or state income taxes related to such REIT taxable income was recorded on the Company’s financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. As of December 31, 2015 , the Company had no material uncertain tax positions. The tax years subsequent to and including the period from December 19, 2013 (date of inception) to December 31, 2013 remain open to examination by the major taxing jurisdictions to which the Company is subject. Per Share Data The Company calculates basic income (loss) per share of common stock by dividing net income (loss) for the period by the weighted-average shares of its common stock outstanding for the respective period. Diluted income per share takes into account the effect of dilutive instruments, such as OP units, Class B units and unvested restricted stock (assuming such units are not antidilutive), based on, the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. See Note 12 — Net Loss Per Share . Reportable Segments The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company's investments in real estate generate rental revenue and other income through the leasing and management of properties. Management evaluates the operating performance of the Company's investments in real estate at the individual property level. Revisions to Historical Net Loss Per Share During the year ended December 31, 2015, the Company identified a historical error in the preparation of its basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, the error understated the reported amount of basic and diluted weighted average shares outstanding and thereby overstated basic and diluted net loss per share for the year ended December 31, 2014 and the basic and diluted pro forma net loss per share for the year ended December 31, 2014. The basic and diluted weighted average shares outstanding and the basic and diluted weighted net loss per share were correctly presented in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2015. The Company concluded that the errors noted above were significant but not material to the Company’s consolidated statements of operations and comprehensive loss for any historical periods presented and to the pro forma information previously presented. However, the Company determined that it is useful for the reader of the financial statements to view these adjustments in the period in which they originated and, as such, the Company has revised its presentation of the consolidated statements of operations and comprehensive loss for comparative purposes. The effects of these revisions are summarized below: Year ended December 31, 2014 As originally reported As revised Basic and diluted weighted average shares outstanding 4,530,066 6,849,166 Basic and diluted net loss per share $ (1.44 ) $ (0.95 ) Additionally, the pro forma information presented in Note 3 — Real Estate Investments includes the appropriate number of shares in calculating the basic and diluted pro forma net loss per share. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. In February 2015, the FASB amended the accounting for consolidation of certain legal entities. The amendments modify the evaluation of whether certain legal entities are VIEs or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership and affect the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The guidance is not expected to have a significant impact on the Company's financial position, results of operations or cash flows. In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendment requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. The revised guidance is not expected to have a significant impact on the Company's consolidated financial position, results of operations or cash flows. In September 2015, the FASB issued an update that eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, shall be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company elected to adopt the new guidance as of September 30, 2015. The adoption of this guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. In January 2016, the FASB issued an update that amends the recognition and measurement of financial instruments. The new guidance revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued a new standard which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantia |
Real Estate Investments
Real Estate Investments | 12 Months Ended |
Dec. 31, 2015 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Investments | Note 3 — Real Estate Investments On March 27, 2015, the Company, through a wholly owned subsidiary of the OP, acquired for investment the fee simple interest in an institutional-quality office building located at 123 William Street in Downtown Manhattan ("123 William Street"). The seller of 123 William Street was EEGO 123 William Owner, LLC, which is a wholly owned subsidiary of EEGO-ARC 123 William JV, LLC, a joint venture in which New York REIT, Inc. ("NYRT") held a $35.1 million non-controlling preferred equity interest. The sponsor of NYRT is also the Sponsor of the Company. The purchase price of 123 William Street was $253.0 million , exclusive of closing costs and net of purchase price adjustments, and was funded with proceeds from the Company's IPO and a mortgage loan from Capital One, National Association. See Note 5 — Mortgage Note Payable . The Company accounted for the purchase of 123 William Street as a business combination and incurred acquisition related costs of $6.0 million , which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. The following table presents the allocation of real estate assets acquired during year ended December 31, 2015 and 2014 as well as the weighted-average remaining amortization period (in years) as of the acquisition date for intangible assets acquired and liabilities assumed. No real estate assets were acquired during the period from December 19, 2013 (date of inception) to December 31, 2013 . Year Ended December 31, 2015 2014 (Dollar amounts in thousands) Total Assets Acquired Weighted-Average Amortization Period Total Assets Acquired Real estate investments, at cost: Land $ 50,064 $ 83,316 Buildings and improvements 182,917 139,403 Total tangible assets 232,981 222,719 Acquired intangibles: In-place leases 33,380 8.3 12,102 Above-market lease assets 884 7.8 3,911 Other intangibles — — 31,446 Below-market lease liabilities (14,245 ) 10.3 (15,637 ) Total intangible assets, net 20,019 8.9 31,822 Total assets acquired, net 253,000 254,541 Mortgage notes payable used to acquire real estate investments (96,000 ) — Funds deposited in escrow — 2,068 Other assets and liabilities assumed, net 29 (642 ) Cash paid for acquired real estate investment $ 157,029 $ 255,967 Number of properties purchased 1 4 The following table presents unaudited pro forma information as if the acquisitions during year ended December 31, 2015 had been consummated on January 1, 2014 and that the acquisitions during the year ended December 31, 2014 had been consummated on December 19, 2013 (date of inception). Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expense of $6.0 million from year ended December 31, 2015 to the year ended December 31, 2014 . The unaudited pro forma net loss for the year ended December 31, 2014 was adjusted to exclude acquisition and transaction related expense of $6.1 million . Pro forma information for the period from December 19, 2013 (date of inception) to December 31, 2013 is not presented because it is not meaningful to the Company's consolidated financial statements. Year Ended December 31, (In thousands, except per share data) 2015 2014 Pro forma revenues (1) $ 31,100 $ 31,232 Pro forma net loss (1) $ (11,186 ) $ (14,410 ) Basic and diluted pro forma net loss per share $ (0.41 ) $ (2.10 ) ________________________ (1) For the year ended December 31, 2015 , aggregate revenues and net loss (excluding acquisition and transaction-related expenses) derived from the Company's acquisitions (for the Company's period of ownership) were $15.4 million and $4.4 million , respectively. The following table presents future minimum base cash rental payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected 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 2016 $ 26,644 2017 25,210 2018 24,439 2019 23,961 2020 22,489 Thereafter 114,443 $ 237,186 The following table lists the tenants whose annualized rental income on a straight-line basis, based on leases signed, represented greater than 10% of total annualized rental income for all portfolio properties on a straight-line basis as of December 31, 2015 and 2014 : December 31, Property Portfolio Tenant 2015 2014 123 William Street Planned Parenthood Federation of America, Inc. 10.7% N/A 400 E. 67th Street - Laurel Condominium Cornell University * 26.0% 400 E. 67th Street - Laurel Condominium TD Bank, N.A. * 10.9% ________________ * Tenant's annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income on a straight-line basis for all portfolio properties for the period specified. The termination, delinquency or non-renewal of these leases by any of the above tenants may have a material adverse effect on the Company's revenues. |
Investment Securities
Investment Securities | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Note 4 — Investment Securities As of December 31, 2015 and 2014 , the Company had an investment in an equity security with a fair value of $0.5 million . The equity security consists of a mutual fund managed by an affiliate of the Sponsor. See Note 9 — Related Party Transactions and Arrangements . This investment is considered to be an available-for-sale security and therefore increases or decreases in the fair value of this investment are recorded in accumulated other comprehensive loss as a component of equity on the consolidated balance sheets unless the security is considered to be other-than-temporarily impaired, at which time the losses would be reclassified to expense. As of December 31, 2015 , the Company determined its investment in this equity security was other-than-temporarily impaired. For the year ended December 31, 2015 the Company recorded an other-than-temporary impairment charge of $0.1 million , which is reflected on the consolidated statements of operations and comprehensive loss. The Company did not record any impairment charges during the year ended December 31, 2014 . The following table details the realized and unrealized gains and losses on the investment security by security type as of December 31, 2015 and 2014 : (In thousands) Cost (1) Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2015 Equity security $ 472 $ — $ — $ 472 December 31, 2014 Equity security $ 514 $ — $ (24 ) $ 490 ___________________ (1) Net of other-than-temporary impairment charges. |
Mortgage Notes Payable
Mortgage Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Note 5 — Mortgage Note Payable The Company's mortgage note payable as of December 31, 2015 is as follows. The Company had no mortgage notes payable as of December 31, 2014 . Outstanding Loan Amount Portfolio Encumbered Properties December 31, 2015 Effective Interest Rate Interest Rate Maturity (In thousands) 123 William Street 1 $ 96,000 (1) 2.52 % (2) Variable Mar. 2017 (3) _____________________ (1) The Company may borrow up to $110.0 million subject to compliance with certain provisions as described in the terms of the mortgage agreement. (2) Interest rate is one month LIBOR, which was 0.2315% at December 31, 2015 , plus a margin of 2.25% , based on a 360 day year. (3) The Company has a one-time option to extend the maturity date by one year . Real estate assets of $273.4 million , at cost (excluding below-market lease liabilities), at December 31, 2015 have been pledged as collateral to the Company's mortgage note payable and are not available to satisfy the Company's other obligations unless first satisfying the mortgage note payable on the property. The Company makes payments of interest on its mortgage note payable on a monthly basis. The following table summarizes the scheduled aggregate principal payments subsequent to December 31, 2015 : (In thousands) Future Minimum Principal Payments 2016 $ — 2017 96,000 2018 — 2019 — 2020 — Thereafter — Total $ 96,000 The Company's mortgage note payable requires compliance with certain property-level debt covenants. As of December 31, 2015 , the Company was in compliance with the debt covenants under its mortgage note agreement. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6 — 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 instrument. This alternative approach also reflects the contractual terms of the instrument, as applicable, including the period to maturity, and may use observable market-based inputs, including interest rate curves and implied volatilities, and unobservable inputs, such as expected volatility. The guidance defines three levels of inputs that may be used to measure fair value Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Unobservable inputs that reflect the entity's own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company has an investment in a real estate income fund that is traded in active markets and therefore, due to the availability of quoted market prices in active markets, classified this investment as Level 1 in the fair value hierarchy. The following table presents information about the Company's asset measured at fair value on a recurring basis as of December 31, 2015 and 2014 , aggregated by the level in the fair value hierarchy within which that instrument falls. Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (In thousands) Level 1 Level 2 Level 3 Total December 31, 2015 Investment Securities $ 472 $ — $ — $ 472 December 31, 2014 Investment Securities $ 490 $ — $ — $ 490 There were no transfers between levels of the fair value hierarchy during the year ended December 31, 2015 or 2014 . Financial instruments not carried at fair value The Company is required to disclose at least annually the fair value of financial instruments for which it is practicable to estimate the value. The fair value of short-term financial instruments such as cash and cash equivalents, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheet due to their short-term nature. As of December 31, 2015 and 2014 , the Company did not have any financial instruments not carried at fair value or an amount that approximates fair value. The fair value of the mortgage note payable is deemed to be equivalent to its carrying value because it bears interest at a variable rate that fluctuates with market and there has been no significant change in the credit risk or credit markets since origination. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock | Note 7 — Common Stock As of December 31, 2015 , the Company had 30.4 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total proceeds of $754.6 million , inclusive of $24.9 million from the DRIP and net of repurchases. The Company had 20.6 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total gross process of $509.9 million , inclusive of $4.5 million from the DRIP, as of December 31, 2014 . On May 22, 2014, the Company's board of directors authorized, and the Company declared, a distribution payable to stockholders of record each day during the applicable period equal to $0.0041438356 per day, which is equivalent to $1.5125 per annum, per share of common stock. The distributions began to accrue on June 13, 2014, which date represents the closing of the Company’s initial property acquisition. The distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. On March 9, 2016, the board of directors of the Company approved a change to the daily distribution amount to $0.004132513665 per day per share of common stock to accurately reflect that 2016 is a leap year and maintain equivalence to $1.5125 per annum, per share of common stock. See Note 14 — Subsequent Events . The Company has a SRP that enables stockholders, subject to certain conditions and limitations, to sell their shares to the Company. Under the SRP, stockholders may request that the Company repurchase all or any portion of their shares of common stock, if such repurchase does not impair the Company's capital or operations. Repurchases of shares of the Company's common stock, when requested, are at the Company's sole discretion and generally were made quarterly. The Company funds repurchases from proceeds from the sale of common stock pursuant to the DRIP. On January 25, 2016 the Company announced that the board of directors had unanimously approved an amendment to the SRP. See Note 14 — Subsequent Events . During the quarter ended December 31, 2015, the board of directors authorized the Company not to accept all of the repurchase requests that were received. The following table reflects the cumulative number of shares repurchased as of and during the year ended December 31, 2015 . There were no shares repurchased during the year ended December 31, 2014 . Number of Requests Number of Shares Repurchased Weighted-Average Price per Share Three months ended March 31, 2015 4 4,100 $ 25.00 Three months ended June 30, 2015 13 60,762 24.67 Three months ended September 30, 2015 21 47,871 22.97 Three months ended December 31, 2015 (1) 49 71,047 23.11 Cumulative repurchases as of December 31, 2015 87 183,780 $ 23.63 ________________________ (1) As permitted under the SRP, the Company’s board of directors authorized, with respect to redemption requests received during the three months ended December 31, 2015 , the repurchase of shares validly submitted for repurchase in an amount equal to 2.5% of the weighted average number of shares of common stock outstanding during the fiscal year ended December 31, 2014 , representing less than all the shares validly submitted for repurchase during the three months ended December 31, 2015 . Accordingly, 68,491 shares for $1.6 million (in addition to 2,556 shares at a weighted-average repurchase price of $23.22 processed in the fourth quarter 2015) at an average repurchase price per share of $23.11 (including all shares submitted for death or disability) completed in January 2016, while 27,113 shares for $0.6 million at an average price per share of $22.84 were not fulfilled. The accrual for approved but not completed repurchases is reflected in the accounts payable and accrued expenses line of the accompanying consolidated balance sheets. There were no other unfulfilled share repurchases for the period from December 19, 2013 (date of inception) to December 31, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of December 31, 2015 , the Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. |
Related Party Transactions and
Related Party Transactions and Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note 9 — Related Party Transactions and Arrangements As of December 31, 2015 , New York City Special Limited Partnership, LLC, an entity wholly owned by the Sponsor owned 8,888 shares of the Company’s outstanding common stock. As of December 31, 2015 and 2014 , the Company had $0.5 million invested in a mutual fund managed by an affiliate of the Sponsor, on which the Company was required to recognize an other-than-temporary impairment loss (see Note 4 — Investment Securities ). There is no obligation to purchase any additional shares and the shares can be sold at any time. The Company recognized income from investment securities of approximately $42,000 and $14,000 , respectively, during the years ended December 31, 2015 and 2014 . The Company did not recognize any income from this investment for the period from December 19, 2013 (date of inception) to December 31, 2013 . Fees Paid in Connection with the IPO The Former Dealer Manager was paid fees and compensation in connection with the sale of the Company's common stock in the IPO. The Former Dealer Manager was paid a selling commission of up to 7.0% of the per share purchase price of offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Former Dealer Manager was paid up to 3.0% of the gross proceeds from the sale of shares as a dealer manager fee. The Former Dealer Manager was able to reallow its dealer manager fee to participating broker-dealers. A participating broker-dealer had the option to elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (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 Former Dealer Manager as of and for the periods presented: Year Ended December 31, Period from December 19, 2013 (date of inception) to Payable as of December 31, (In thousands) 2015 2014 December 31, 2013 2015 2014 Total commissions and fees incurred from the Former Dealer Manager $ 22,374 $ 46,997 $ — $ — $ 197 The Advisor and its affiliates were paid compensation and reimbursement for services relating to the IPO, including transfer agent services and other professional services provided by an affiliate of the Former Dealer Manager. All offering costs incurred by the Company, the Advisor and affiliated entities of the Advisor on behalf of the Company were charged to additional paid-in capital on the accompanying consolidated balance sheets through the end of the IPO. Subsequent to the closing of the IPO, transfer agent and other professional fees are recognized as a component of general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. The following table details offering costs and reimbursements incurred from and due to the Advisor and affiliated parties of the Former Dealer Manager as of and for the periods presented: Year Ended December 31, Period from December 19, 2013 (date of inception) to Payable (Receivable) as of December 31, (In thousands) 2015 2014 December 31, 2013 2015 2014 Fees and expense reimbursements from the Advisor and affiliates of the Former Dealer Manager $ 5,194 $ 6,656 $ — $ (758 ) $ 912 As of December 31, 2015 and 2014 , cumulative offering costs, including selling commissions and dealer manager fees, were $84.0 million and $55.6 million , respectively. The Company was responsible for paying offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds received from the IPO, measured at the end of the IPO. Offering costs, excluding 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 December 31, 2015 , the Company had a receivable from the Advisor totaling $0.8 million related to excess offering and related costs. Fees and Participations Paid in Connection With the Operations of the Company The Advisor is paid an acquisition fee of 1.5% of the contract purchase price of each acquired property and 1.5% of the amount advanced for a loan or other investment. The Advisor is also reimbursed for expenses actually incurred related to selecting, evaluating and acquiring assets on the Company's behalf, regardless of whether the Company actually acquires the related assets. Specifically, the Company pays the Advisor or its affiliates for any services provided for which they incur investment-related expenses, or insourced expenses. Such insourced expenses are fixed initially at and may not exceed 0.5% of the contract purchase price of each property and 0.5% of the amount advanced for each loan or other investment, which is paid at the closing of each such investment. The Advisor is also reimbursed for legal expenses incurred in the process of acquiring properties, in an amount not to exceed 0.1% of the contract purchase price. In addition, the Company also pays third parties, or reimburses the Advisor for any investment-related expenses due to third parties. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees (as described below) payable with respect to the Company's portfolio of investments exceed 4.5% of the contract purchase price or 4.5% of the amount advanced for all loans or other investments. Once the proceeds from the primary offering have been fully invested, the aggregate amount of acquisition fees and any financing coordination fees may not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment, as applicable, for all the assets acquired. 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 pays the Advisor a financing coordination fee equal to 0.75% of the amount made available or outstanding under such financing, subject to certain limitations. Until September 30, 2015, for its asset management services, the Company issued to the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based, restricted, forfeitable partnership units in the OP designated as “Class B Units” on a quarterly basis in an amount equal to: (i) the product of (y) 0.1875% multiplied by (z) the cost of the Company's assets, divided by (ii) the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $22.50 (the primary offering price minus selling commissions and dealer manager fees). The Class B Units are intended to be profits 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 by the Company to its stockholders equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pretax, non-compounded annual return thereon, or the "economic hurdle;" (b) any one of the following events occurs concurrently with or subsequently to the achievement of the economic hurdle described above: (i) a listing of the Company's common stock on a national securities exchange; (ii) a transaction to which the Company or the OP is a party, as a result of which OP units or the Company's common stock are or will be exchanged for or converted into the right, or the holders of such securities will otherwise be entitled, to receive cash, securities or other property or any combination thereof; or (iii) the termination of the advisory agreement without cause by an affirmative vote of a majority of the Company's independent directors after the economic hurdle has been met; 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 the majority of the Company's independent directors after the economic hurdle has been met (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. As of December 31, 2015 , the Company cannot determine the probability of achieving the performance condition. The Advisor receives distributions on its vested and unvested Class B Units at the same rate as distributions received on the Company's common stock. Such distributions on issued Class B Units are expensed in the consolidated statements of operations and comprehensive loss until the performance condition is considered probable to occur. As of December 31, 2015 and 2014 , the Company's board of directors had approved the issuance of 159,159 and 8,361 Class B Units in connection with the arrangement, respectively. Beginning on October 1, 2015, and in lieu of the asset management subordinated participation, the Company pays an asset management fee to the Advisor or its assignees as compensation for services rendered in connection with the management of the Company’s assets. The asset management fee is payable on the first business day of each month in the amount of 0.0625% multiplied by (i) the cost of the Company's assets for the preceding monthly period or (ii) during the period of time after the Company publishes NAV, the lower of the cost of assets and the estimated fair market value of the Company’s assets as reported in the applicable periodic or current report filed with the SEC disclosing the fair market value. The Company paid $1.0 million in cash asset management fees during the year ended December 31, 2015 . The Company did not pay any cash asset management fees during the year ended December 31, 2014 or for the period from December 19, 2013 (date of inception) to December 31, 2013 . Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee equal to: (i) for non-hotel properties, 4.0% of gross revenues from the properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market-based fee based on a percentage of gross revenues. The Company also reimburses the Property Manager for property-level expenses. The Property Manager may subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services. The Company paid $0.2 million in property management fees during the year ended December 31, 2015 . The Company did not pay any property management fees during the year ended December 31, 2014 or for the period from December 19, 2013 (date of inception) to December 31, 2013 . 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, impairments or other similar non-cash expenses and excluding any gain from the sale of assets for that period, unless the Company's independent directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, in which case the excess amount may be reimbursed to the Advisor in subsequent periods. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services; however, the Company may not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees, acquisition expense reimbursements or real estate commissions. Total reimbursement of costs and expenses for the year ended December 31, 2015 was $0.5 million . No reimbursement was incurred for the year ended December 31, 2014 or for the period from December 19, 2013 (date of inception) to December 31, 2013 . The predecessor to AR Global is a party to a services agreement with RCS Advisory Services, LLC, a subsidiary of the parent company of the Former Dealer Manager (“RCS Advisory”), pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory. The Company is also party to a transfer agency agreement with American National Stock Transfer, LLC, a subsidiary of the parent company of the Former Dealer Manager (“ANST”), pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by a third-party transfer agent. AR Global received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. Effective February 26, 2016, the Company entered into a definitive agreement with DST Systems, Inc., its previous provider of sub-transfer agency services, to directly provide the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). Following the completion of the IPO, fees payable with respect to transfer agency services are included in general and administrative expenses on the consolidated statements of operations and comprehensive loss during the period the service was provided. The following table details amounts incurred, waived and payable in connection with the Company's operations related services described above as of and for the periods presented: Year Ended December 31, Period from December 19, 2013 (date of inception) to Payable (Receivable) 2015 2014 December 31, 2013 as of December 31, (In thousands) Incurred Waived Incurred Waived Incurred Waived 2015 2014 Acquisition fees and reimbursements: Acquisition fees and related cost reimbursements $ 5,060 $ — $ 5,251 $ — $ — $ — $ — $ — Financing coordination fees capitalized 825 — — — — — — — Ongoing fees: Operating fees incurred from related parties (1) 1,145 204 — 101 — — (44 ) — Professional fees and other reimbursements 1,140 — — — — — 167 — Distributions on Class B Units 122 — 2 — — — — — Total related party operation fees and reimbursements $ 8,292 $ 204 $ 5,253 $ 101 $ — $ — $ 123 $ — ________________ (1) Waived fees for the years ended December 31, 2015 and 2014 related to property management and leasing fees, which were charged beginning in the third quarter 2015. Fees and Participations Paid in Connection with Liquidation or Listing The Company will pay to the Advisor an annual subordinated performance fee calculated on the basis of the Company’s return to stockholders, payable annually in arrears, such that for any year in which investors receive payment of 6.0% per annum, the Advisor will be entitled to 15.0% of the excess return, provided that the amount paid to the Advisor does not exceed 10.0% of the aggregate return for such year, and that the amount paid to the Advisor will not be paid unless investors receive a return of capital contributions. This fee will be paid only upon the sale of assets, distributions or other event which results in the return on stockholders’ capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the years ended December 31, 2015 and 2014 or the period from December 19, 2013 (date of inception) to December 31, 2013 . The Company will pay a brokerage commission to the Advisor or its affiliates on the sale of properties, not to exceed the lesser of 2.0% of the contract sale price of the property and 50.0% of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 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 years ended December 31, 2015 and 2014 or the period from December 19, 2013 (date of inception) to December 31, 2013 . Upon a sale of all or substantially all assets, the Special Limited Partner will receive a subordinated distribution from the OP equal to 15.0% of remaining net sale 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. The Special Limited Partner will not be entitled to the subordinated participation in net sale proceeds unless the Company’s investors have received a return of their capital plus a 6.0% cumulative non-compounded annual return on their capital contributions. No such participation in net sales proceeds became due and payable during the years ended December 31, 2015 and 2014 or the period from December 19, 2013 (date of inception) to December 31, 2013 . If the Company’s shares of common stock are listed on a national exchange, the Special Limited Partner will receive a subordinated incentive listing distribution from the OP equal to 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 a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Special Limited Partner will not be entitled to the subordinated incentive listing distribution unless investors have received a 6.0% cumulative, pre-tax non-compounded annual return on their capital contributions. No such distributions were incurred during the years ended December 31, 2015 and 2014 or the period from December 19, 2013 (date of inception) to December 31, 2013 . Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in net sales 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 annual return to investors. The Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. |
Economic Dependency
Economic Dependency | 12 Months Ended |
Dec. 31, 2015 | |
Economic Dependency [Abstract] | |
Economic Dependency | Note 10 — Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control 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, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 11 — 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 approval by the Company’s board of directors or the stockholders, after initial election to the board of directors and after each annual stockholder meeting, with such shares vesting annually beginning with the one year anniversary of initial election to the board of directors and the date of the next annual meeting, respectively. Restricted stock issued to independent directors will vest over a five-year period in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company’s outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 1.5 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. For restricted share awards granted prior to July 1, 2015, 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. For restricted share awards granted on or after July 1, 2015, such awards provide for accelerated vesting of the portion of the unvested shares scheduled to vest in the year of the recipient's voluntary termination or the failure to be re-elected to the board. 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 displays restricted share award activity during the year ended December 31, 2015 : Number of Weighted-Average Issue Price Unvested, December 31, 2014 3,999 $ 22.50 Granted 2,666 22.50 Vested (533 ) 22.50 Forfeited (1,333 ) 22.50 Unvested, December 31, 2015 4,799 $ 22.50 As of December 31, 2015 and 2014 , the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP. As of December 31, 2015 and 2014 , that cost is expected to be recognized over a weighted-average period of 3.9 and 4.3 years, respectively. Restricted share awards are expensed in accordance with the service period required. Compensation expense related to restricted stock was approximately $26,000 and $13,000 for the year ended December 31, 2015 and 2014 , respectively. There was no compensation expense during the period from December 19, 2013 (date of inception) to December 31, 2013 . Compensation expense related to restricted stock is recorded as general and administrative expense in the accompanying consolidated statement of operations and comprehensive loss. Other Share-Based Compensation The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at the respective director's election. There are no restrictions on the shares issued. There were no shares of common stock issued in lieu of cash during the years ended December 31, 2015 and 2014 or the period from December 19, 2013 (date of inception) to December 31, 2013 . |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Net Loss Per Share | Note 12 — Net Loss Per Share The following is a summary of the basic and diluted net loss per share computation for the periods presented: Year Ended December 31, Period from December 19, 2013 (date of inception) to 2015 2014 December 31, 2013 Net loss (in thousands) $ (15,785 ) $ (6,519 ) $ — Basic and diluted weighted average shares outstanding (1) 27,599,363 6,849,166 — Basic and diluted net loss per share (1) $ (0.57 ) $ (0.95 ) NM ________________ (1) During the year ended December 31, 2015, the Company identified a historical error in the preparation of its basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, understated the reported amount of basic and diluted weighted average shares outstanding and overstated basic and diluted net loss per share for the year ended December 31, 2014. The table above reflects the corrected amounts. The Company had the following common share equivalents as of December 31, 2015 , 2014 and 2013 , which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: Year Ended December 31, 2015 2014 2013 Unvested restricted stock 4,799 3,999 — OP Units 90 90 — Class B units 159,159 8,361 — Total common share equivalents 164,048 12,450 — |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Note 13 — Quarterly Results (Unaudited) Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2015 and 2014 . There was no activity for the period from December 19, 2013 (date of inception) to December 31, 2013 . Quarters Ended (In thousands, except share and per share data) March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Total revenues $ 2,803 $ 7,454 $ 7,879 $ 8,300 Net loss $ (7,239 ) $ (2,182 ) $ (2,305 ) $ (4,059 ) Weighted average shares outstanding 22,694,003 27,332,717 29,867,646 30,393,552 Basic and diluted net loss per share $ (0.32 ) $ (0.08 ) $ (0.08 ) $ (0.13 ) Quarters Ended (In thousands, except share and per share data) March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 Total revenues $ — $ 43 $ 540 $ 2,268 Net loss $ (16 ) $ (214 ) $ (2,235 ) $ (4,054 ) Weighted average shares outstanding 8,888 690,143 8,543,271 17,938,717 Basic and diluted net loss per share NM $ (0.31 ) $ (0.26 ) $ (0.23 ) ____________ NM - Not meaningful |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 — Subsequent Events The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K 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: Share Repurchase Program Amendment On January 25, 2016, the Company's board of directors approved an amendment to the SRP to supersede and replace the existing SRP. Under the SRP amendment, repurchases of shares of the Company's common stock, when requested, are at the sole discretion of the Company's board of directors and generally will be made semiannually (each six-month period ending June 30 or December 31, a "fiscal semester"). Prior to the NAV pricing date, the purchase price per share for requests other than for death or disability under the SRP depends on the length of time investors have held such shares as follows (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations): • after one year from the purchase date - the lower of $23.13 or 92.5% of the amount they actually paid for each share; and, • after two years from the purchase date -the lower of $23.75 or 95.0% of the amount they actually paid for each share. In the case of requests for death or disability prior to the NAV pricing date, the repurchase price per share is equal to the price paid to acquire the shares from the Company. Following the NAV pricing date, the purchase price per share for requests other than for death or disability under the SRP depends on the length of time investors have held such shares as follows (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations): • after one year from the purchase date - 92.5% of the Estimated Per-Share NAV; • after two years from the purchase date - 95.0% of the Estimated Per-Share NAV; • after three years from the purchase date - 97.5% of the Estimated Per-Share NAV; and, • after four years from the purchase date - 100.0% of the Estimated Per-Share NAV. Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding on December 31st of the previous calendar year. In addition, the Company is only authorized to repurchase shares in a given fiscal semester up to the amount of proceeds received from the DRIP in that same fiscal semester, as well as any reservation of funds the Company's board of directors, may, in its sole discretion, make available for this purpose. The SRP amendment is effective beginning on February 28, 2016. Sponsor Transaction In January 2016, AR Global became the successor business to AR Capital, LLC and became the parent of the Company's current Sponsor. RCS Capital Corporation Bankruptcy RCS Capital Corporation, the parent company of the Former Dealer Manager and certain of its affiliates that provided us with services, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global, the parent of the Company's Sponsor. American National Stock Transfer, LLC Termination On February 10, 2016, AR Global received written notice from ANST, the Company's transfer agent and an affiliate of the Company's Former Dealer Manager, that it would wind down operations by the end of the month. ANST withdrew as the transfer agent effective February 29, 2016. Effective February 26, 2016, the Company entered into a definitive agreement with DST Systems, Inc., its previous provider of sub-transfer agency services, to directly provide the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). Dividend Rate On March 9, 2016, the board of directors of the Company ratified and reaffirmed the annual distribution rate of $1.5125 per annum; however, the board of directors amended the daily distribution rate to reflect calendar year 2016 being a leap year with 366 days. For calendar year 2016, the daily dividend rate will be $0.004132513665 per share per day. |
Real Estate and Accumulated Dep
Real Estate and Accumulated Depreciation - Schedule III | 12 Months Ended |
Dec. 31, 2015 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III -Real Estate and Accumulated Depreciation | Initial Costs Costs Capitalized Subsequent to Acquisition Portfolio State Acquisition Date Encumbrances at December 31, 2015 Land Building and Improvements Building and Improvements Gross Amount at December 31, 2015 (1)(2) Accumulated Depreciation (3)(4) 421 W. 54th Street NY 6/13/2014 $ — $ 4,723 $ 1,757 $ — $ 6,480 $ 70 400 E. 67th Street NY 9/5/2014 — 10,653 55,682 13 66,348 1,858 200 Riverside Blvd NY 9/24/2014 — 13,787 5,510 — 19,297 172 9 Times Square NY 11/5/2014 — 54,153 76,454 7,949 138,556 2,323 123 William Street NY 3/27/2015 96,000 50,064 182,917 6,300 239,281 3,543 $ 96,000 $ 133,380 $ 322,320 $ 14,262 $ 469,962 $ 7,966 ____________ (1) Acquired intangible assets allocated to individual properties in the amount of $80.4 million are not reflected in the table above. (2) The gross tax basis of aggregate land, buildings and improvements as of December 31, 2015 is $497.7 million (unaudited). (3) The accumulated depreciation column excludes $9.6 million of amortization associated with acquired intangible assets. (4) Each of the properties has a depreciable life of: 40 years for buildings, 15 years for land improvements and five to seven years for fixtures. A summary of activity for real estate and accumulated depreciation for the year ended December 31, 2015 and 2014 : (In thousands) December 31, 2015 December 31, 2014 Real estate investments, at cost: Balance at beginning of year $ 222,805 $ — Additions-acquisitions 232,981 222,719 Capital expenditures 14,176 86 Disposals — — Balance at end of the year $ 469,962 $ 222,805 Accumulated depreciation: Balance at beginning of year $ 843 $ — Depreciation expense 7,123 843 Disposals — — Balance at the end of the year $ 7,966 $ 843 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. The Company had no investments in joint ventures or variable interest entities as of December 31, 2015 , 2014 or 2013 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable. |
Investments in Real Estate | Investments in Real Estate The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statement of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. In business combinations, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities and non-controlling interests based on their respective estimated fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities may include the value of in-place leases, above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics. The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases is recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company's estimate of the comparable fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease, including any below-market fixed rate renewal options for below-market leases. The fair value of other intangible assets, such as real estate tax abatements, are recorded based on the present value of the expected benefit and amortized over the expected useful life. Fair values of assumed mortgages, if applicable, are recorded as debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates. Non-controlling interests in property owning entities are recorded based on its fair value at the date of acquisition, as determined by the terms of the applicable agreement. The Company utilizes a number of sources in making its estimates of fair values for purposes of allocating purchase price, including real estate valuations prepared by independent valuation firms. The Company also considers information and other factors including: market conditions, the industry in which the tenant operates, characteristics of the real estate such as location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business. Disposals of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are presented as discontinued operations in the consolidated statements of operations and comprehensive loss for all periods presented; otherwise, the Company continues to report results of these properties' operations within continuing operations. Properties that are intended to be sold will be designated as "held for sale" on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale. Properties are no longer depreciated when they are classified as held for sale. |
Depreciation and Amortization | Depreciation and Amortization Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five to seven years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. Acquired above-market leases are amortized as a reduction of rental income over the remaining terms of the respective leases. Acquired below-market leases are amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods. The value of in-place leases, exclusive of the value of above- and below-market in-place leases, is amortized to depreciation and amortization expense over the remaining periods of the respective leases. The value of other acquired intangibles is amortized to depreciation and amortization expense over the remaining expected useful life. Assumed mortgage premiums or discounts, if applicable, are amortized as a reduction or increase to interest expense over the remaining term of the respective mortgages. |
Impairment of Long Lived Assets | Impairment of Long Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If such estimated cash flows are less than the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is based on the adjustment to estimated fair value less estimated cost to dispose of the asset. Generally, the Company determines estimated fair value for properties held for sale based on the agreed-upon selling price of an asset. These assessments may result in the immediate recognition of an impairment loss, resulting in a reduction of net income (loss). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes cash in bank accounts as well as investments in highly liquid money market funds with original maturities of three months or less. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company ("FDIC") up to an insurance limit. |
Investments Securities | Investment Securities The Company classifies its investments in debt or equity securities into one of three classes: held-to-maturity, available-for-sale or trading, as applicable. Investments in debt securities that the Company has the positive intent and ability to hold until maturity are classified as held-to-maturity and are reported at amortized cost. Debt and equity securities that are bought and held principally for the purposes of selling them in the near future are classified as trading securities. Debt and equity securities not classified as trading securities or as held-to-maturity securities are classified as available-for-sale securities and are reported at fair value, with unrealized holding gains and losses reported as a component of equity within accumulated other comprehensive income or loss. Gains or losses on securities sold are based on the specific identification method. The Company evaluates its investments in securities for impairment or other-than-temporary impairment on a quarterly basis. The Company reviews each investment individually and assesses factors that may include (i) if the carrying amount of an investment exceeds its fair value, (ii) if there has been any change in the market as a whole or in the investee’s market, (iii) if there are any plans to sell the investment in question or if the Company believes it may be forced to sell its investment, and (iv) if there have been any other factors that would indicate the possibility of the existence of an other-than-temporary impairment. The fair value of the Company’s investments in available-for-sale securities generally rise and fall based on current market conditions. If, after reviewing relevant factors surrounding an impaired security, the Company determines that it will not recover its full investment in an impaired security, the Company recognizes an other-than-temporary impairment charge in the consolidated statements of operations and comprehensive loss in the period in which the other-than-temporary impairment is discovered, regardless of whether or not the Company plans to sell or believes it will be forced to sell the security in question. |
Deferred Costs, Net | Deferred Costs, Net Deferred costs, net consists of deferred financing costs and deferred leasing costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. Deferred leasing costs, consisting primarily of lease commissions and professional fees incurred, are deferred and amortized to depreciation and amortization expense over the term of the lease. |
Share Repurchase Program | Share Repurchase Program The Company has a Share Repurchase Program ("SRP") that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion of their shares, subject to certain minimum conditions, if such repurchase does not impair the Company's capital or operations. On January 25, 2016 the Company announced it had unanimously approved an amended and restated share repurchase program, which became effective on February 28, 2016. See Note 14 — Subsequent Events . When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares purchased under the SRP will have the status of authorized but unissued shares. |
Distribution Reinvestment Plan | Distribution Reinvestment Plan Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded to equity in the accompanying balance sheets in the period distributions are declared. |
Revenue Recognition | Revenue Recognition The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Because many of the Company's leases provide for rental increases at specified intervals, GAAP requires that the Company record a receivable, and include in revenues on a straight-line basis, unbilled rent receivables that it will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. Rental revenue recognition commences when the tenant takes possession of or controls the physical use of the leased space. For the tenant to take possession, the leased space must be substantially ready for its intended use. To determine whether the leased space is substantially ready for its intended use, the Company evaluates whether the Company owns or if the tenant owns the tenant improvements. When the Company is the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is not before such improvements are substantially complete. When the tenant is the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space. When the Company concludes that it is the owner of tenant improvements, the Company capitalizes the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants. When the Company concludes that the tenant is the owner of tenant improvements for accounting purposes, the Company records its contribution towards those improvements as a lease incentive, which is included in deferred leasing costs, net on the consolidated balance sheets and amortized as a reduction to rental income on a straight-line basis over the term of the lease. The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in its allowance for uncollectible accounts or record a direct write-off of the receivable in its consolidated statements of operations and comprehensive loss. Cost recoveries from tenants are included in operating expense reimbursements and other revenue in the period the related costs are incurred, as applicable. The Company may own certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant's sales upon the achievement of certain sales thresholds or other targets, which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. If the Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income, contingent rental income will be included in rental income on the consolidated statements of operations and comprehensive loss. |
Offering and Related Costs | Offering and Related Costs All offering costs incurred by the Company, its Advisor and its affiliates on behalf of the Company are charged to additional paid-in capital on the consolidated balance sheets. Offering and related costs include all expenses incurred in connection with the Company's IPO. Offering costs (other than selling commissions and the dealer manager fee) of the Company may be paid by the Advisor, the Former Dealer Manager or their affiliates on behalf of the Company. Offering costs include all expenses incurred by the Company in connection with its IPO as of such date. These costs include but are not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Former Dealer Manager for amounts it may pay to reimburse the bona fide due diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on behalf of the Company, provided that the Advisor is obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2.0% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, dealer manager fees and other organization and offering costs do not exceed 12.0% of the gross proceeds determined at the end of the IPO. |
Share-based Compensation | Share-Based Compensation The Company has a stock-based incentive award plan, which is accounted for under the guidance for employee share based payments. The expense for such awards are included in general and administrative expenses and are recognized over the vesting period or when the requirements for exercise of the award have been met. |
Income Taxes | Income Taxes The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with its taxable year ended December 31, 2014. If the Company continues to qualify for taxation as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable income to its stockholders, determined without regard for the deduction for dividends paid and excluding net capital gains. REITs are subject to a number of organizational and operational requirements, including a requirement that the Company distribute annually at least 90% of the Company’s REIT taxable income to the Company’s stockholders. If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax) beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years. The Company distributed to its stockholders 100% of its REIT taxable income for each of the years ended December 31, 2015 and 2014 . From a U.S. federal income tax perspective, 100% of distributions, or $1.51 and $0.84 per share, respectively, for the years ended December 31, 2015 and 2014 represented a return of capital. The Company did not have any REIT taxable income for the period from December 19, 2013 (date of inception) to December 31, 2013. Accordingly, no provision for federal or state income taxes related to such REIT taxable income was recorded on the Company’s financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. As of December 31, 2015 , the Company had no material uncertain tax positions. The tax years subsequent to and including the period from December 19, 2013 (date of inception) to December 31, 2013 remain open to examination by the major taxing jurisdictions to which the Company is subject. |
Per Share Data | Per Share Data The Company calculates basic income (loss) per share of common stock by dividing net income (loss) for the period by the weighted-average shares of its common stock outstanding for the respective period. Diluted income per share takes into account the effect of dilutive instruments, such as OP units, Class B units and unvested restricted stock (assuming such units are not antidilutive), based on, the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. |
Reportable Segments | Reportable Segments The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company's investments in real estate generate rental revenue and other income through the leasing and management of properties. Management evaluates the operating performance of the Company's investments in real estate at the individual property level. |
Revisions to Historical Net Loss Per Share | Revisions to Historical Net Loss Per Share During the year ended December 31, 2015, the Company identified a historical error in the preparation of its basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, the error understated the reported amount of basic and diluted weighted average shares outstanding and thereby overstated basic and diluted net loss per share for the year ended December 31, 2014 and the basic and diluted pro forma net loss per share for the year ended December 31, 2014. The basic and diluted weighted average shares outstanding and the basic and diluted weighted net loss per share were correctly presented in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2015. The Company concluded that the errors noted above were significant but not material to the Company’s consolidated statements of operations and comprehensive loss for any historical periods presented and to the pro forma information previously presented. However, the Company determined that it is useful for the reader of the financial statements to view these adjustments in the period in which they originated and, as such, the Company has revised its presentation of the consolidated statements of operations and comprehensive loss for comparative purposes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. In February 2015, the FASB amended the accounting for consolidation of certain legal entities. The amendments modify the evaluation of whether certain legal entities are VIEs or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership and affect the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The guidance is not expected to have a significant impact on the Company's financial position, results of operations or cash flows. In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendment requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. The revised guidance is not expected to have a significant impact on the Company's consolidated financial position, results of operations or cash flows. In September 2015, the FASB issued an update that eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, shall be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company elected to adopt the new guidance as of September 30, 2015. The adoption of this guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. In January 2016, the FASB issued an update that amends the recognition and measurement of financial instruments. The new guidance revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued a new standard which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The new standard supersedes the previous leasing standard. The standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption permitted. The Company is currently evaluating the impact of this new guidance. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Assets and Goodwill | Acquired intangible assets and lease liabilities consisted of the following as of December 31, 2015 and 2014 . December 31, 2015 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 44,165 $ 8,017 $ 36,148 Other intangibles 31,447 1,436 30,011 Above-market leases 4,795 628 4,167 Acquired intangible assets $ 80,407 $ 10,081 $ 70,326 Intangible liabilities: Below-market lease liabilities $ 29,504 $ 2,860 $ 26,644 December 31, 2014 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 11,920 $ 721 $ 11,199 Other intangibles 31,447 270 31,177 Above-market leases 3,911 136 3,775 Acquired intangible assets $ 47,278 $ 1,127 $ 46,151 Intangible liabilities: Below-market lease liabilities $ 15,637 $ 270 $ 15,367 |
Summary of Amortization of Intangibles | The following table provides the amortization of in-place leases and other intangibles recognized in depreciation and amortization expense as well as the amortization and accretion of above- and below market leases, net for the periods presented: Year Ended December 31, (In thousands) 2015 2014 Amortization of in-place leases and other intangibles $ 9,596 $ 1,172 Amortization and accretion of above- and below market leases, net $ 2,476 $ 134 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization expense and adjustments to revenues for the next five years: (In thousands) 2016 2017 2018 2019 2020 In-place leases $ 7,915 $ 5,421 $ 4,867 $ 4,382 $ 3,287 Other intangibles 1,165 1,165 1,165 1,165 1,165 Total to be included in depreciation and amortization $ 9,080 $ 6,586 $ 6,032 $ 5,547 $ 4,452 Above-market lease assets $ (520 ) $ (520 ) $ (519 ) $ (513 ) $ (508 ) Below-market lease liabilities 2,976 2,778 2,630 2,301 1,914 Total to be included in rental income $ 2,456 $ 2,258 $ 2,111 $ 1,788 $ 1,406 |
Schedule of Error Corrections and Prior Period Adjustments | The effects of these revisions are summarized below: Year ended December 31, 2014 As originally reported As revised Basic and diluted weighted average shares outstanding 4,530,066 6,849,166 Basic and diluted net loss per share $ (1.44 ) $ (0.95 ) |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table presents the allocation of real estate assets acquired during year ended December 31, 2015 and 2014 as well as the weighted-average remaining amortization period (in years) as of the acquisition date for intangible assets acquired and liabilities assumed. No real estate assets were acquired during the period from December 19, 2013 (date of inception) to December 31, 2013 . Year Ended December 31, 2015 2014 (Dollar amounts in thousands) Total Assets Acquired Weighted-Average Amortization Period Total Assets Acquired Real estate investments, at cost: Land $ 50,064 $ 83,316 Buildings and improvements 182,917 139,403 Total tangible assets 232,981 222,719 Acquired intangibles: In-place leases 33,380 8.3 12,102 Above-market lease assets 884 7.8 3,911 Other intangibles — — 31,446 Below-market lease liabilities (14,245 ) 10.3 (15,637 ) Total intangible assets, net 20,019 8.9 31,822 Total assets acquired, net 253,000 254,541 Mortgage notes payable used to acquire real estate investments (96,000 ) — Funds deposited in escrow — 2,068 Other assets and liabilities assumed, net 29 (642 ) Cash paid for acquired real estate investment $ 157,029 $ 255,967 Number of properties purchased 1 4 |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma information as if the acquisitions during year ended December 31, 2015 had been consummated on January 1, 2014 and that the acquisitions during the year ended December 31, 2014 had been consummated on December 19, 2013 (date of inception). Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expense of $6.0 million from year ended December 31, 2015 to the year ended December 31, 2014 . The unaudited pro forma net loss for the year ended December 31, 2014 was adjusted to exclude acquisition and transaction related expense of $6.1 million . Pro forma information for the period from December 19, 2013 (date of inception) to December 31, 2013 is not presented because it is not meaningful to the Company's consolidated financial statements. Year Ended December 31, (In thousands, except per share data) 2015 2014 Pro forma revenues (1) $ 31,100 $ 31,232 Pro forma net loss (1) $ (11,186 ) $ (14,410 ) Basic and diluted pro forma net loss per share $ (0.41 ) $ (2.10 ) ________________________ (1) For the year ended December 31, 2015 , aggregate revenues and net loss (excluding acquisition and transaction-related expenses) derived from the Company's acquisitions (for the Company's period of ownership) were $15.4 million and $4.4 million , respectively. |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base cash rental payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected 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 2016 $ 26,644 2017 25,210 2018 24,439 2019 23,961 2020 22,489 Thereafter 114,443 $ 237,186 |
Schedule of Annualized Rental Income by Major Tenants | The following table lists the tenants whose annualized rental income on a straight-line basis, based on leases signed, represented greater than 10% of total annualized rental income for all portfolio properties on a straight-line basis as of December 31, 2015 and 2014 : December 31, Property Portfolio Tenant 2015 2014 123 William Street Planned Parenthood Federation of America, Inc. 10.7% N/A 400 E. 67th Street - Laurel Condominium Cornell University * 26.0% 400 E. 67th Street - Laurel Condominium TD Bank, N.A. * 10.9% ________________ * Tenant's annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income on a straight-line basis for all portfolio properties for the period specified. |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Unrealized Gain (Loss) on Investments | The following table details the realized and unrealized gains and losses on the investment security by security type as of December 31, 2015 and 2014 : (In thousands) Cost (1) Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2015 Equity security $ 472 $ — $ — $ 472 December 31, 2014 Equity security $ 514 $ — $ (24 ) $ 490 ___________________ (1) Net of other-than-temporary impairment charges. |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company's mortgage note payable as of December 31, 2015 is as follows. The Company had no mortgage notes payable as of December 31, 2014 . Outstanding Loan Amount Portfolio Encumbered Properties December 31, 2015 Effective Interest Rate Interest Rate Maturity (In thousands) 123 William Street 1 $ 96,000 (1) 2.52 % (2) Variable Mar. 2017 (3) _____________________ (1) The Company may borrow up to $110.0 million subject to compliance with certain provisions as described in the terms of the mortgage agreement. (2) Interest rate is one month LIBOR, which was 0.2315% at December 31, 2015 , plus a margin of 2.25% , based on a 360 day year. (3) The Company has a one-time option to extend the maturity date by one year . |
Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal payments subsequent to December 31, 2015 : (In thousands) Future Minimum Principal Payments 2016 $ — 2017 96,000 2018 — 2019 — 2020 — Thereafter — Total $ 96,000 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table presents information about the Company's asset measured at fair value on a recurring basis as of December 31, 2015 and 2014 , aggregated by the level in the fair value hierarchy within which that instrument falls. Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (In thousands) Level 1 Level 2 Level 3 Total December 31, 2015 Investment Securities $ 472 $ — $ — $ 472 December 31, 2014 Investment Securities $ 490 $ — $ — $ 490 |
Common Stock Common Stock (Tabl
Common Stock Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Class of Treasury Stock | The following table reflects the cumulative number of shares repurchased as of and during the year ended December 31, 2015 . There were no shares repurchased during the year ended December 31, 2014 . Number of Requests Number of Shares Repurchased Weighted-Average Price per Share Three months ended March 31, 2015 4 4,100 $ 25.00 Three months ended June 30, 2015 13 60,762 24.67 Three months ended September 30, 2015 21 47,871 22.97 Three months ended December 31, 2015 (1) 49 71,047 23.11 Cumulative repurchases as of December 31, 2015 87 183,780 $ 23.63 ________________________ (1) As permitted under the SRP, the Company’s board of directors authorized, with respect to redemption requests received during the three months ended December 31, 2015 , the repurchase of shares validly submitted for repurchase in an amount equal to 2.5% of the weighted average number of shares of common stock outstanding during the fiscal year ended December 31, 2014 , representing less than all the shares validly submitted for repurchase during the three months ended December 31, 2015 . Accordingly, 68,491 shares for $1.6 million (in addition to 2,556 shares at a weighted-average repurchase price of $23.22 processed in the fourth quarter 2015) at an average repurchase price per share of $23.11 (including all shares submitted for death or disability) completed in January 2016, while 27,113 shares for $0.6 million at an average price per share of $22.84 were not fulfilled. The accrual for approved but not completed repurchases is reflected in the accounts payable and accrued expenses line of the accompanying consolidated balance sheets. There were no other unfulfilled share repurchases for the period from December 19, 2013 (date of inception) to December 31, 2015 . |
Related Party Transactions an29
Related Party Transactions and Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Former Dealer Manager as of and for the periods presented: Year Ended December 31, Period from December 19, 2013 (date of inception) to Payable as of December 31, (In thousands) 2015 2014 December 31, 2013 2015 2014 Total commissions and fees incurred from the Former Dealer Manager $ 22,374 $ 46,997 $ — $ — $ 197 |
Schedule Of Offering Costs Reimbursements to Related Party | The following table details offering costs and reimbursements incurred from and due to the Advisor and affiliated parties of the Former Dealer Manager as of and for the periods presented: Year Ended December 31, Period from December 19, 2013 (date of inception) to Payable (Receivable) as of December 31, (In thousands) 2015 2014 December 31, 2013 2015 2014 Fees and expense reimbursements from the Advisor and affiliates of the Former Dealer Manager $ 5,194 $ 6,656 $ — $ (758 ) $ 912 |
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table details amounts incurred, waived and payable in connection with the Company's operations related services described above as of and for the periods presented: Year Ended December 31, Period from December 19, 2013 (date of inception) to Payable (Receivable) 2015 2014 December 31, 2013 as of December 31, (In thousands) Incurred Waived Incurred Waived Incurred Waived 2015 2014 Acquisition fees and reimbursements: Acquisition fees and related cost reimbursements $ 5,060 $ — $ 5,251 $ — $ — $ — $ — $ — Financing coordination fees capitalized 825 — — — — — — — Ongoing fees: Operating fees incurred from related parties (1) 1,145 204 — 101 — — (44 ) — Professional fees and other reimbursements 1,140 — — — — — 167 — Distributions on Class B Units 122 — 2 — — — — — Total related party operation fees and reimbursements $ 8,292 $ 204 $ 5,253 $ 101 $ — $ — $ 123 $ — ________________ (1) Waived fees for the years ended December 31, 2015 and 2014 related to property management and leasing fees, which were charged beginning in the third quarter 2015. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table displays restricted share award activity during the year ended December 31, 2015 : Number of Weighted-Average Issue Price Unvested, December 31, 2014 3,999 $ 22.50 Granted 2,666 22.50 Vested (533 ) 22.50 Forfeited (1,333 ) 22.50 Unvested, December 31, 2015 4,799 $ 22.50 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [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 periods presented: Year Ended December 31, Period from December 19, 2013 (date of inception) to 2015 2014 December 31, 2013 Net loss (in thousands) $ (15,785 ) $ (6,519 ) $ — Basic and diluted weighted average shares outstanding (1) 27,599,363 6,849,166 — Basic and diluted net loss per share (1) $ (0.57 ) $ (0.95 ) NM ________________ (1) During the year ended December 31, 2015, the Company identified a historical error in the preparation of its basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, understated the reported amount of basic and diluted weighted average shares outstanding and overstated basic and diluted net loss per share for the year ended December 31, 2014. The table above reflects the corrected amounts. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following common share equivalents as of December 31, 2015 , 2014 and 2013 , which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: Year Ended December 31, 2015 2014 2013 Unvested restricted stock 4,799 3,999 — OP Units 90 90 — Class B units 159,159 8,361 — Total common share equivalents 164,048 12,450 — |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2015 and 2014 . There was no activity for the period from December 19, 2013 (date of inception) to December 31, 2013 . Quarters Ended (In thousands, except share and per share data) March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Total revenues $ 2,803 $ 7,454 $ 7,879 $ 8,300 Net loss $ (7,239 ) $ (2,182 ) $ (2,305 ) $ (4,059 ) Weighted average shares outstanding 22,694,003 27,332,717 29,867,646 30,393,552 Basic and diluted net loss per share $ (0.32 ) $ (0.08 ) $ (0.08 ) $ (0.13 ) Quarters Ended (In thousands, except share and per share data) March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 Total revenues $ — $ 43 $ 540 $ 2,268 Net loss $ (16 ) $ (214 ) $ (2,235 ) $ (4,054 ) Weighted average shares outstanding 8,888 690,143 8,543,271 17,938,717 Basic and diluted net loss per share NM $ (0.31 ) $ (0.26 ) $ (0.23 ) ____________ NM - Not meaningful |
Organization (Details)
Organization (Details) | May. 29, 2014USD ($) | Apr. 24, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) | Feb. 28, 2015shares | Dec. 31, 2015USD ($)ft²property$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)ft²property$ / sharesshares | May. 22, 2015shares |
Related Party Transaction [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 30,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Maximum offering amount | $ | $ 750,000,000 | ||||||||
Shares required to break escrow | $ | $ 2,000,000 | ||||||||
Common stock, shares outstanding (in shares) | 30,410,467 | 20,569,012 | 20,569,012 | 30,410,467 | |||||
Proceeds from issuance of common stock | $ | $ 0 | $ 230,600,000 | $ 503,420,000 | $ 509,900,000 | $ 754,600,000 | ||||
Proceeds from issuance of common stock, dividend reinvestment plan | $ | $ 4,500,000 | $ 24,900,000 | |||||||
Number of real estate properties | property | 5 | 5 | |||||||
Area of real estate property | ft² | 841,868 | 841,868 | |||||||
Limited partner units (in shares) | 90 | 90 | |||||||
Special Limited Partner | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | 8,888 | 8,888 | |||||||
American Realty Capital III Special Limited Partnership, LLC | Special Limited Partner | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contributed capital | $ | $ 2,020 | $ 2,020 | |||||||
Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share Price (in usd per share) | $ / shares | $ 25 | ||||||||
Shares available for issuance under a distribution reinvestment plan (in shares) | 10,500,000 | 25,000,000 | |||||||
DRIP shares reallocated (in shares) | 10,000,000 | ||||||||
Common Stock | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
DRIP share price (in usd per share) | $ / shares | $ 23.75 | ||||||||
DRIP Share Price as a percentage of estimated value of common stock | 95.00% |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Narrative) (Details) | Dec. 31, 2013USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($)segment$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 19, 2013USD ($) |
Property, Plant and Equipment [Line Items] | |||||
Cash and cash equivalents | $ 0 | $ 0 | $ 182,700,000 | $ 184,341,000 | $ 0 |
Cash in excess of FDIC limit | 181,700,000 | 184,100,000 | |||
Other-than-temporary impairment on investment securities | $ 0 | $ 0 | $ 70,000 | $ 0 | |
Percent of taxable income distributed | 100.00% | 100.00% | |||
Number of reportable segments | segment | 1 | ||||
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Liability for offering and related costs from IPO | 2.00% | ||||
Return of Capital | |||||
Property, Plant and Equipment [Line Items] | |||||
Dividends, percent | 100.00% | 100.00% | |||
Distributions (in usd per share) | $ / shares | $ 1.51 | $ 0.84 | |||
Offering Costs | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Offering costs, as a percentage of gross common stock proceeds | 12.00% | ||||
Building | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 40 years | ||||
Land Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 15 years | ||||
Furniture and Fixtures | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 5 years | ||||
Furniture and Fixtures | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 7 years |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Intangible Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 80,407 | $ 47,278 |
Accumulated Amortization | 10,081 | 1,127 |
Net Carrying Amount | 70,326 | 46,151 |
Below-market leases, Gross Carrying Amount | 29,504 | 15,637 |
Below market lease, Accumulated Amortization | 2,860 | 270 |
Below market lease, Net Carrying Amount | 26,644 | 15,367 |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 44,165 | 11,920 |
Accumulated Amortization | 8,017 | 721 |
Net Carrying Amount | 36,148 | 11,199 |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,447 | 31,447 |
Accumulated Amortization | 1,436 | 270 |
Net Carrying Amount | 30,011 | 31,177 |
Above-market leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,795 | 3,911 |
Accumulated Amortization | 628 | 136 |
Net Carrying Amount | $ 4,167 | $ 3,775 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Summary of Amortization of Intangibles) (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization and accretion of above- and below market leases, net | $ 0 | $ 2,476 | $ 134 |
In-place leases and other intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangibles | $ 9,596 | $ 1,172 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Leases) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Depreciation and Amortization | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets amortization expense 2016 | $ 9,080 |
Fiinite-lived intangible assets amortization expense 2017 | 6,586 |
Finite-lived intangible assets amortization expense 2018 | 6,032 |
Finite-lived intangible assets amortization expense 2019 | 5,547 |
Finite-lived intangible assets amortization expense 2020 | 4,452 |
Depreciation and Amortization | In-place leases | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets amortization expense 2016 | 7,915 |
Fiinite-lived intangible assets amortization expense 2017 | 5,421 |
Finite-lived intangible assets amortization expense 2018 | 4,867 |
Finite-lived intangible assets amortization expense 2019 | 4,382 |
Finite-lived intangible assets amortization expense 2020 | 3,287 |
Depreciation and Amortization | Other intangibles | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets amortization expense 2016 | 1,165 |
Fiinite-lived intangible assets amortization expense 2017 | 1,165 |
Finite-lived intangible assets amortization expense 2018 | 1,165 |
Finite-lived intangible assets amortization expense 2019 | 1,165 |
Finite-lived intangible assets amortization expense 2020 | 1,165 |
Rental Income | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets amortization expense 2016 | 2,456 |
Fiinite-lived intangible assets amortization expense 2017 | 2,258 |
Finite-lived intangible assets amortization expense 2018 | 2,111 |
Finite-lived intangible assets amortization expense 2019 | 1,788 |
Finite-lived intangible assets amortization expense 2020 | 1,406 |
Below market lease, amortization income 2016 | 2,976 |
Below market lease, amortization income 2017 | 2,778 |
Below market lease, amortization income 2018 | 2,630 |
Below market lease, amortization income 2019 | 2,301 |
Below market lease, amortization income 2020 | 1,914 |
Rental Income | Above-market leases | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets amortization expense 2016 | (520) |
Fiinite-lived intangible assets amortization expense 2017 | (520) |
Finite-lived intangible assets amortization expense 2018 | (519) |
Finite-lived intangible assets amortization expense 2019 | (513) |
Finite-lived intangible assets amortization expense 2020 | $ (508) |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Revisions to Historical Net Loss Per Share) (Details) - $ / shares | Dec. 31, 2013 | [1] | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||
Basic and diluted weighted average shares outstanding (in shares) | 0 | 30,393,552 | 29,867,646 | 27,332,717 | 22,694,003 | 17,938,717 | 8,543,271 | 690,143 | 8,888 | 27,599,363 | [1] | 6,849,166 | [1] | |
Basic and diluted net loss per share (in usd per share) | $ (0.13) | $ (0.08) | $ (0.08) | $ (0.32) | $ (0.23) | $ (0.26) | $ (0.31) | $ (0.57) | $ (0.95) | |||||
As originally reported | ||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||
Basic and diluted weighted average shares outstanding (in shares) | 4,530,066,000 | |||||||||||||
Basic and diluted net loss per share (in usd per share) | $ (1,440) | |||||||||||||
As revised | ||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||
Basic and diluted weighted average shares outstanding (in shares) | 6,849,166,000 | |||||||||||||
Basic and diluted net loss per share (in usd per share) | $ (950) | |||||||||||||
[1] | During the year ended December 31, 2015, the Company identified a historical error in the preparation of its basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, understated the reported amount of basic and diluted weighted average shares outstanding and overstated basic and diluted net loss per share for the year ended December 31, 2014. The table above reflects the corrected amounts. |
Real Estate Investments (Narrat
Real Estate Investments (Narrative) (Details) - USD ($) $ in Thousands | Mar. 27, 2015 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Acquisition and transaction related | $ 0 | $ 6,015 | $ 6,148 | |
123 William Street Downtown Manhattan | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 253,000 | |||
Acquisition and transaction related | 6,000 | |||
NYRT | 123 William Street Downtown Manhattan | ||||
Business Acquisition [Line Items] | ||||
Preferred equity interest | $ 35,100 |
Real Estate Investments (Alloca
Real Estate Investments (Allocation of Assets) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)property | Dec. 31, 2014USD ($)property | |
Business Acquisition [Line Items] | ||
Land | $ 50,064 | $ 83,316 |
Buildings and improvements | 182,917 | 139,403 |
Total tangible assets | $ 232,981 | 222,719 |
Weighted-Average Amortization Period | 8 years 10 months 24 days | |
Below-market lease liabilities | $ (14,245) | (15,637) |
Total intangible assets, net | 20,019 | 31,822 |
Total assets acquired, net | 253,000 | 254,541 |
Mortgage notes payable used to acquire real estate investments | (96,000) | 0 |
Funds deposited in escrow | 0 | 2,068 |
Other assets and liabilities assumed, net | 29 | (642) |
Cash paid for acquired real estate investment | $ 157,029 | $ 255,967 |
Number of properties purchased | property | 1 | 4 |
In-place leases | ||
Business Acquisition [Line Items] | ||
In-place leases | $ 33,380 | $ 12,102 |
Weighted-Average Amortization Period | 8 years 3 months 25 days | |
Above-market leases | ||
Business Acquisition [Line Items] | ||
In-place leases | $ 884 | 3,911 |
Weighted-Average Amortization Period | 7 years 9 months 25 days | |
Other intangibles | ||
Business Acquisition [Line Items] | ||
In-place leases | $ 0 | $ 31,446 |
Below-market lease | ||
Business Acquisition [Line Items] | ||
Weighted-Average Amortization Period | 10 years 3 months 22 days |
Real Estate Investments (Pro fo
Real Estate Investments (Pro forma) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||||
Pro forma revenues | [1] | $ 31,100 | $ 31,232 | ||||||||||
Pro forma net loss | [1] | $ (11,186) | $ (14,410) | ||||||||||
Basic and diluted pro forma net loss per share (in usd per share) | $ (0.41) | $ (2.10) | |||||||||||
Total revenues | $ 0 | $ 8,300 | $ 7,879 | $ 7,454 | $ 2,803 | $ 2,268 | $ 540 | $ 43 | $ 0 | $ 26,436 | $ 2,851 | ||
Net loss | $ 0 | $ 0 | $ (4,059) | $ (2,305) | $ (2,182) | $ (7,239) | $ (4,054) | $ (2,235) | $ (214) | $ (16) | (15,785) | $ (6,519) | |
2015 Acquisitions | |||||||||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||||
Total revenues | 15,400 | ||||||||||||
Net loss | $ (4,400) | ||||||||||||
[1] | For the year ended December 31, 2015, aggregate revenues and net loss (excluding acquisition and transaction-related expenses) derived from the Company's acquisitions (for the Company's period of ownership) were $15.4 million and $4.4 million, respectively. |
Real Estate Investments (Minimu
Real Estate Investments (Minimum Rental Payments) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Real Estate Investments, Net [Abstract] | |
2,016 | $ 26,644 |
2,017 | 25,210 |
2,018 | 24,439 |
2,019 | 23,961 |
2,020 | 22,489 |
Thereafter | 114,443 |
Total | $ 237,186 |
Real Estate Investments (Concen
Real Estate Investments (Concentration) (Details) - Customer Concentration Risk - Sales Revenue, Net | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Planned Parenthood Federation of America, Inc | ||
Real estate investments | ||
Concentration risk, percentage | 10.70% | |
Cornell University | ||
Real estate investments | ||
Concentration risk, percentage | 26.00% | |
TD Bank, N.A. | ||
Real estate investments | ||
Concentration risk, percentage | 10.90% |
Investment Securities (Details)
Investment Securities (Details) - USD ($) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | |||||
Other-than-temporary impairment on investment securities | $ 0 | $ 0 | $ 70,000 | $ 0 | |
Cost | [1] | 472,000 | 514,000 | ||
Gross Unrealized Gains | 0 | 0 | |||
Gross Unrealized Losses | 0 | (24,000) | |||
Fair Value | $ 472,000 | $ 490,000 | |||
[1] | Net of other-than-temporary impairment charges. |
Mortgage Notes Payable (Mortgag
Mortgage Notes Payable (Mortgage Notes) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)property | Dec. 31, 2014USD ($) | ||
Debt Instrument [Line Items] | |||
Mortgage note payable | $ 96,000 | $ 0 | |
Real estate investments relating to notes payable | $ 273,400 | ||
123 William Street | Mortgages | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Mortgage note payable | [1] | $ 96,000 | |
Effective Interest Rate | [2] | 2.52% | |
Maximum borrowing capacity | $ 110,000 | ||
Extended maturity term | 1 year | ||
123 William Street | Mortgages | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate at end of period | 0.2315% | ||
Interest rate | 2.25% | ||
[1] | The Company may borrow up to $110.0 million subject to compliance with certain provisions as described in the terms of the mortgage agreement. | ||
[2] | Interest rate is one month LIBOR, which was 0.2315% at December 31, 2015, plus a margin of 2.25%, based on a 360 day year. |
Mortgage Notes Payable (Mortg46
Mortgage Notes Payable (Mortgage Principal Payments) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 0 | |
2,017 | 96,000 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 0 | |
Total | $ 96,000 | $ 0 |
Fair Value of Financial Instr47
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 472 | $ 490 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 472 | 490 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 472 | 490 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 0 | $ 0 |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 09, 2016 | May. 22, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2015 |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 30,410,467 | 20,569,012 | 20,569,012 | 30,410,467 | ||||
Proceeds from issuance of common stock | $ 0 | $ 230,600 | $ 503,420 | $ 509,900 | $ 754,600 | |||
Proceeds from issuance of common stock, dividend reinvestment plan | $ 4,500 | $ 24,900 | ||||||
Dividends declared per day (in dollars per share) | $ 0.0041438356 | |||||||
Dividends declared per common share (in usd per share) | $ 1.5125 | $ 0 | $ 1.51 | $ 0.84 | ||||
Subsequent Event | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Dividends declared per day (in dollars per share) | $ 0.004132513665 |
Common Stock (Share Repurchases
Common Stock (Share Repurchases) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||
Jan. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)request$ / sharesshares | Sep. 30, 2015request$ / sharesshares | Jun. 30, 2015request$ / sharesshares | Mar. 31, 2015request$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2015request$ / sharesshares | ||
Class of Stock [Line Items] | ||||||||
Number of share repurchase requests | request | 49 | [1] | 21 | 13 | 4 | 87 | ||
Shares acquired (in shares) | shares | 71,047 | [1] | 47,871 | 60,762 | 4,100 | 183,780 | ||
Percent of weighted average shares approved for repurchase | 2.50% | |||||||
Common stock repurchases | $ | $ 4,343 | |||||||
Average cost per share acquired (in usd per share) | $ / shares | $ 23.11 | [1] | $ 22.97 | $ 24.67 | $ 25 | $ 23.63 | ||
Fourth Quarter 2015 Repurchases [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares acquired (in shares) | shares | 2,556 | |||||||
Average cost per share acquired (in usd per share) | $ / shares | $ 23.22 | |||||||
Fourth Quarter 2015 Repurchases [Member] | Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Shares acquired (in shares) | shares | 68,491 | |||||||
Common stock repurchases | $ | $ 1,600 | |||||||
Average cost per share acquired (in usd per share) | $ / shares | $ 23.11 | |||||||
Fourth Quarter 2015 Unfulfilled Repurchases [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares acquired (in shares) | shares | 27,113 | |||||||
Common stock repurchases | $ | $ 600 | |||||||
Average cost per share acquired (in usd per share) | $ / shares | $ 22.84 | |||||||
[1] | As permitted under the SRP, the Company’s board of directors authorized, with respect to redemption requests received during the three months ended December 31, 2015, the repurchase of shares validly submitted for repurchase in an amount equal to 2.5% of the weighted average number of shares of common stock outstanding during the fiscal year ended December 31, 2014, representing less than all the shares validly submitted for repurchase during the three months ended December 31, 2015. Accordingly, 68,491 shares for $1.6 million (in addition to 2,556 shares at a weighted-average repurchase price of $23.22 processed in the fourth quarter 2015) at an average repurchase price per share of $23.11 (including all shares submitted for death or disability) completed in January 2016, while 27,113 shares for $0.6 million at an average price per share of $22.84 were not fulfilled. The accrual for approved but not completed repurchases is reflected in the accounts payable and accrued expenses line of the accompanying consolidated balance sheets. There were no other unfulfilled share repurchases for the period from December 19, 2013 (date of inception) to December 31, 2015. |
Related Party Transactions an50
Related Party Transactions and Arrangements (Details) - USD ($) | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||
Common stock, shares outstanding (in shares) | 30,410,467 | 20,569,012 | |
Fair Value | $ 472,000 | $ 490,000 | |
Special Limited Partner | |||
Related Party Transaction [Line Items] | |||
Common stock, shares outstanding (in shares) | 8,888 | ||
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Investment income | $ 0 | $ 42,000 | $ 14,000 |
Related Party Transactions an51
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Cumulative offering costs | $ 84 | $ 55.6 |
Maximum | ||
Related Party Transaction [Line Items] | ||
Liability for offering and related costs from IPO | 2.00% | |
Option One | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | ||
Related Party Transaction [Line Items] | ||
Brokerage fee as a percentage of benchmark | 7.50% | |
Brokerage fees as a percentage of benchmark, initial grant | 2.50% | |
Brokerage fees as a percentage of benchmark, periodic payment | 1.00% | |
Excess Offering and Related Costs | Advisor | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 0.8 | |
Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Maximum | Former Dealer Manager | ||
Related Party Transaction [Line Items] | ||
Sales commissions as a percentage of benchmark | 7.00% | |
Realty Capital Securities, LLC | Option One | Gross Proceeds, Common Stock | Maximum | Former Dealer Manager | ||
Related Party Transaction [Line Items] | ||
Gross proceeds from the sale of common stock, before allowances, percentage of benchmark | 3.00% | |
Realty Capital Securities, LLC | Option Two | Gross Proceeds, Common Stock | Former Dealer Manager | ||
Related Party Transaction [Line Items] | ||
Sales commissions as a percentage of benchmark | 2.50% |
Related Party Transactions an52
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO - Selling Commissions and Dealer Fees) (Details) - Realty Capital Securities, LLC - Sales Commissions and Dealer Manager Fees - Former Dealer Manager - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||
Total commissions and fees incurred from the Former Dealer Manager | $ 0 | $ 22,374 | $ 46,997 |
Due from affiliates | $ 0 | $ 197 |
Related Party Transactions an53
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO, Offering Costs and Reimbursements) (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||
Payable (Receivable) | $ 123 | $ 0 | |
Realty Capital Securities, LLC | Fees and Expense Reimbursement, Stock Offering | Advisor and Former Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Total commissions and fees incurred from the Former Dealer Manager | $ 0 | 5,194 | 6,656 |
Payable (Receivable) | $ (758) | $ 912 |
Related Party Transactions an54
Related Party Transactions and Arrangements (Fees and Participations Paid in Connection With the Operations of the Company) (Details) - USD ($) | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Sales Commissions and Dealer Manager Fees | |||
Related Party Transaction [Line Items] | |||
Share Price (in usd per share) | $ 22.50 | ||
New York City Reit Advisors, LLC | Advisor | Asset Management Fees | |||
Related Party Transaction [Line Items] | |||
Related party transaction | $ 0 | $ 1,000,000 | $ 0 |
New York City Reit Advisors, LLC | Advisor | Property Management Fees | |||
Related Party Transaction [Line Items] | |||
Related party transaction | 0 | 200,000 | 0 |
New York City Reit Advisors, LLC | Advisor | Reimbursement of Costs and Expenses | |||
Related Party Transaction [Line Items] | |||
Related party transaction | $ 0 | $ 500,000 | $ 0 |
New York City Reit Advisors, LLC | Contract Purchase Price | Advisor | |||
Related Party Transaction [Line Items] | |||
Acquisition fees as a percentage of benchmark | 1.50% | ||
Expected acquisition fees | 0.50% | ||
Financing advance fees as a percentage of benchmark, expected third party costs | 0.10% | ||
Quarterly asset management fee earned by related party | 0.1875% | ||
Unearned class B units (in shares) | 159,159 | 8,361 | |
Monthly asset management fees as a percentage of benchmark | 0.0625% | ||
New York City Reit Advisors, LLC | Advance on Loan or Other Investment | Advisor | |||
Related Party Transaction [Line Items] | |||
Financing advance fees as a percentage of benchmark | 1.50% | ||
New York City Reit Advisors, LLC | Amount Available or Outstanding Under Financing Arrangement | Advisor | |||
Related Party Transaction [Line Items] | |||
Financing coordination fees earned by related party | 0.75% | ||
New York City Reit Advisors, LLC | Pre-tax Non-compounded Return on Capital Contribution | Advisor | |||
Related Party Transaction [Line Items] | |||
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% | ||
New York City Reit Advisors, LLC | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | Advisor | |||
Related Party Transaction [Line Items] | |||
Property management fees earned by related party | 4.00% | ||
New York City Reit Advisors, LLC | Maximum | Contract Purchase Price | Advisor | |||
Related Party Transaction [Line Items] | |||
Acquisition fees as a percentage of benchmark | 4.50% | ||
Financing advance fees as a percentage of benchmark | 1.50% | ||
New York City Reit Advisors, LLC | Maximum | Advance on Loan or Other Investment | Advisor | |||
Related Party Transaction [Line Items] | |||
Financing advance fees as a percentage of benchmark | 4.50% | ||
New York City Reit Advisors, LLC | Greater Of | Maximum | Average Invested Assets | Advisor | |||
Related Party Transaction [Line Items] | |||
Operating expenses as a percentage of benchmark | 2.00% | ||
New York City Reit Advisors, LLC | Greater Of | Maximum | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Advisor | |||
Related Party Transaction [Line Items] | |||
Operating expenses as a percentage of benchmark | 25.00% | ||
New York City Reit Advisors, LLC | Annual Targeted Investor Return | Pre-tax Non-compounded Return on Capital Contribution | Advisor | |||
Related Party Transaction [Line Items] | |||
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Related Party Transactions an55
Related Party Transactions and Arrangements (Fees and Participations Paid in Connection With the Operations of the Company, Incurred Forgiven, and Payable) (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Payable (Receivable) | $ 123 | $ 0 | ||
Incurred | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | $ 0 | 8,292 | 5,253 | |
Forgiven | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | 0 | 204 | 101 | |
Acquisition fees and reimbursements: | Acquisition fees and related cost reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Payable (Receivable) | 0 | 0 | ||
Acquisition fees and reimbursements: | Financing coordination fees capitalized | ||||
Related Party Transaction [Line Items] | ||||
Payable (Receivable) | 0 | 0 | ||
Acquisition fees and reimbursements: | Incurred | Acquisition fees and related cost reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | 0 | 5,060 | 5,251 | |
Acquisition fees and reimbursements: | Incurred | Financing coordination fees capitalized | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | 0 | 825 | 0 | |
Acquisition fees and reimbursements: | Forgiven | Acquisition fees and related cost reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | 0 | 0 | 0 | |
Acquisition fees and reimbursements: | Forgiven | Financing coordination fees capitalized | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | 0 | 0 | 0 | |
Ongoing fees: | Operating fees incurred from related parties | ||||
Related Party Transaction [Line Items] | ||||
Payable (Receivable) | [1] | (44) | 0 | |
Ongoing fees: | Professional fees and other reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Payable (Receivable) | 167 | 0 | ||
Ongoing fees: | Distributions on Class B Units | ||||
Related Party Transaction [Line Items] | ||||
Payable (Receivable) | 0 | 0 | ||
Ongoing fees: | Incurred | Operating fees incurred from related parties | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | [1] | 0 | 1,145 | 0 |
Ongoing fees: | Incurred | Professional fees and other reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | 0 | 1,140 | 0 | |
Ongoing fees: | Incurred | Distributions on Class B Units | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | 0 | 122 | 2 | |
Ongoing fees: | Forgiven | Operating fees incurred from related parties | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | [1] | 0 | 204 | 101 |
Ongoing fees: | Forgiven | Professional fees and other reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | 0 | 0 | 0 | |
Ongoing fees: | Forgiven | Distributions on Class B Units | ||||
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Former Dealer Manager | $ 0 | $ 0 | $ 0 | |
[1] | Waived fees for the years ended December 31, 2015 and 2014 related to property management and leasing fees, which were charged beginning in the third quarter 2015. |
Related Party Transactions an56
Related Party Transactions and Arrangements (Fees and Participations Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets) (Details) - New York City Reit Advisors, LLC - Advisor | Dec. 31, 2015 |
Pre-tax Non-compounded Return on Capital Contribution | |
Related Party Transaction [Line Items] | |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Subordinated performance fee as a percentage of benchmark | 15.00% |
Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital | |
Related Party Transaction [Line Items] | |
Subordinated participation fees as a percentage of benchmark | 15.00% |
Distribution upon nonrenewal of advisory agreement, percentage of benchmark | 15.00% |
Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return | |
Related Party Transaction [Line Items] | |
Subordinated performance fee as a percentage of benchmark | 15.00% |
Maximum | Pre-tax Non-compounded Return on Capital Contribution | |
Related Party Transaction [Line Items] | |
Subordinated performance fee as a percentage of benchmark | 10.00% |
Brokerage Commission Fees | Contract Sales Price | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 2.00% |
Brokerage Commission Fees | Maximum | Contract Sales Price | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 50.00% |
Real Estate Commissions | Maximum | Contract Sales Price | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 6.00% |
Annual Targeted Investor Return | Pre-tax Non-compounded Return on Capital Contribution | |
Related Party Transaction [Line Items] | |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 0 | $ 26,000 | $ 13,000 | |
Restricted Share Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted automatically upon election to board of directors (in shares) | 1,333 | |||
Periodic vesting percentage | 20.00% | |||
Maximum authorized amount as a percentage of shares authorized | 5.00% | |||
Number of shares authorized (in shares) | 1,500,000 | |||
Nonvested awards, compensation cost not yet recognized | $ 100,000 | |||
Nonvested awards, compensation cost not yet recognized, period for recognition | 3 years 10 months 24 days | 4 years 3 months 18 days | ||
Share-based compensation | $ 0 | $ 26,000 | $ 13,000 |
Share-Based Compensation (Activ
Share-Based Compensation (Activity) (Details) - Restricted Share Plan - Restricted Stock | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Unvested (in shares) | shares | 3,999 |
Granted (in shares) | shares | 2,666 |
Vested (in shares) | shares | (533) |
Forfeitures (in shares) | shares | (1,333) |
Ending Balance, Unvested (in shares) | shares | 4,799 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Unvested, Weighted-Average Issue Price (in dollars per share) | $ / shares | $ 22.50 |
Granted, Weighted-Average Issue Price (in dollars per share) | $ / shares | 22.50 |
Vested, Weighted-Average Issue Price (in dollars per share) | $ / shares | 22.50 |
Forfeitures, Weighted-Average Issued (in dollars per share) | $ / shares | 22.50 |
Ending Balance, Unvested, Weighted-Average Issue Price (in dollars per share) | $ / shares | $ 22.50 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Equity [Abstract] | |||||||||||||||
Net loss | $ 0 | $ 0 | $ (4,059) | $ (2,305) | $ (2,182) | $ (7,239) | $ (4,054) | $ (2,235) | $ (214) | $ (16) | $ (15,785) | $ (6,519) | |||
Basic and diluted weighted average shares outstanding (in shares) | 0 | [1] | 30,393,552 | 29,867,646 | 27,332,717 | 22,694,003 | 17,938,717 | 8,543,271 | 690,143 | 8,888 | 27,599,363 | [1] | 6,849,166 | [1] | |
Basic and diluted net loss per share (in usd per share) | $ (0.13) | $ (0.08) | $ (0.08) | $ (0.32) | $ (0.23) | $ (0.26) | $ (0.31) | $ (0.57) | $ (0.95) | ||||||
[1] | During the year ended December 31, 2015, the Company identified a historical error in the preparation of its basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, understated the reported amount of basic and diluted weighted average shares outstanding and overstated basic and diluted net loss per share for the year ended December 31, 2014. The table above reflects the corrected amounts. |
Net Loss Per Share (Shares Excl
Net Loss Per Share (Shares Excluded From Calculation) (Details) - shares | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 164,048 | 12,450 |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 4,799 | 3,999 |
OP Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 90 | 90 |
Class B units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 159,159 | 8,361 |
Quarterly Results (Unaudited)61
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Total revenues | $ 0 | $ 8,300 | $ 7,879 | $ 7,454 | $ 2,803 | $ 2,268 | $ 540 | $ 43 | $ 0 | $ 26,436 | $ 2,851 | ||||
Net loss | $ 0 | $ 0 | $ (4,059) | $ (2,305) | $ (2,182) | $ (7,239) | $ (4,054) | $ (2,235) | $ (214) | $ (16) | $ (15,785) | $ (6,519) | |||
Basic and diluted weighted average shares outstanding (in shares) | 0 | [1] | 30,393,552 | 29,867,646 | 27,332,717 | 22,694,003 | 17,938,717 | 8,543,271 | 690,143 | 8,888 | 27,599,363 | [1] | 6,849,166 | [1] | |
Basic and diluted net loss per share (in usd per share) | $ (0.13) | $ (0.08) | $ (0.08) | $ (0.32) | $ (0.23) | $ (0.26) | $ (0.31) | $ (0.57) | $ (0.95) | ||||||
[1] | During the year ended December 31, 2015, the Company identified a historical error in the preparation of its basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, understated the reported amount of basic and diluted weighted average shares outstanding and overstated basic and diluted net loss per share for the year ended December 31, 2014. The table above reflects the corrected amounts. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - $ / shares | Mar. 09, 2016 | May. 22, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 25, 2016 |
Subsequent Event [Line Items] | ||||||
Dividends declared per common share (in usd per share) | $ 1.5125 | $ 0 | $ 1.51 | $ 0.84 | ||
Dividends declared per day (in dollars per share) | $ 0.0041438356 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Authorized percent of shares outstanding for repurchase for fiscal semester | 2.50% | |||||
Authorized percent of shares outstanding for repurchase for fiscal year | 5.00% | |||||
Dividends declared per day (in dollars per share) | $ 0.004132513665 | |||||
Minimum | One Year | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Repurchase price (in usd per share) | $ 23.13 | |||||
Minimum | Two Years | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Repurchase price (in usd per share) | $ 23.75 | |||||
Maximum | One Year | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of value of capital paid | 92.50% | |||||
Maximum | Two Years | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of value of capital paid | 95.00% | |||||
Maximum | Three Years | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of value of capital paid | 97.50% | |||||
Maximum | Four Years | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of value of capital paid | 100.00% |
Real Estate and Accumulated D63
Real Estate and Accumulated Depreciation - Schedule III (Summary of Real Estate Investments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Encumbrances | $ 96,000 | ||||
Land | 133,380 | ||||
Building and Improvements | 322,320 | ||||
Costs Capitalized Subsequent to Acquisition | 14,262 | ||||
Gross Amount Carried | 469,962 | [1],[2] | $ 222,805 | $ 0 | |
Accumulated Depreciation | 7,966 | [3],[4] | 843 | $ 0 | |
Acquired intangible assets | 80,407 | $ 47,278 | |||
Tax basis | 497,700 | ||||
Accumulated Amortization | 9,600 | ||||
421 W. 54th Street | |||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Encumbrances | 0 | ||||
Land | 4,723 | ||||
Building and Improvements | 1,757 | ||||
Costs Capitalized Subsequent to Acquisition | 0 | ||||
Gross Amount Carried | [1],[2] | 6,480 | |||
Accumulated Depreciation | [3],[4] | 70 | |||
400 E. 67th Street | |||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Encumbrances | 0 | ||||
Land | 10,653 | ||||
Building and Improvements | 55,682 | ||||
Costs Capitalized Subsequent to Acquisition | 13 | ||||
Gross Amount Carried | [1],[2] | 66,348 | |||
Accumulated Depreciation | [3],[4] | 1,858 | |||
200 Riverside Blvd | |||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Encumbrances | 0 | ||||
Land | 13,787 | ||||
Building and Improvements | 5,510 | ||||
Costs Capitalized Subsequent to Acquisition | 0 | ||||
Gross Amount Carried | [1],[2] | 19,297 | |||
Accumulated Depreciation | [3],[4] | 172 | |||
9 Times Square | |||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Encumbrances | 0 | ||||
Land | 54,153 | ||||
Building and Improvements | 76,454 | ||||
Costs Capitalized Subsequent to Acquisition | 7,949 | ||||
Gross Amount Carried | [1],[2] | 138,556 | |||
Accumulated Depreciation | [3],[4] | 2,323 | |||
123 William Street | |||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Encumbrances | 96,000 | ||||
Land | 50,064 | ||||
Building and Improvements | 182,917 | ||||
Costs Capitalized Subsequent to Acquisition | 6,300 | ||||
Gross Amount Carried | [1],[2] | 239,281 | |||
Accumulated Depreciation | [3],[4] | $ 3,543 | |||
Building | |||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Useful life | 40 years | ||||
Land Improvements | |||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Useful life | 15 years | ||||
Minimum | Furniture and Fixtures | |||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Useful life | 5 years | ||||
Maximum | Furniture and Fixtures | |||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||||
Useful life | 7 years | ||||
[1] | Acquired intangible assets allocated to individual properties in the amount of $80.4 million are not reflected in the table above. | ||||
[2] | The gross tax basis of aggregate land, buildings and improvements as of December 31, 2015 is $497.7 million (unaudited). | ||||
[3] | Each of the properties has a depreciable life of: 40 years for buildings, 15 years for land improvements and five to seven years for fixtures. | ||||
[4] | The accumulated depreciation column excludes $9.6 million of amortization associated with acquired intangible assets. |
Real Estate and Accumulated D64
Real Estate and Accumulated Depreciation - Schedule III (Changes in Accumulated Depreciation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Real estate investments, at cost: | |||
Balance at beginning of year | $ 222,805 | $ 0 | |
Additions-acquisitions | 232,981 | 222,719 | |
Capital expenditures | 14,176 | 86 | |
Disposals | 0 | 0 | |
Balance at end of the year | 469,962 | [1],[2] | 222,805 |
Accumulated depreciation: | |||
Balance at beginning of year | 843 | 0 | |
Depreciation expense | 7,123 | 843 | |
Disposals | 0 | 0 | |
Balance at the end of the year | $ 7,966 | [3],[4] | $ 843 |
[1] | Acquired intangible assets allocated to individual properties in the amount of $80.4 million are not reflected in the table above. | ||
[2] | The gross tax basis of aggregate land, buildings and improvements as of December 31, 2015 is $497.7 million (unaudited). | ||
[3] | Each of the properties has a depreciable life of: 40 years for buildings, 15 years for land improvements and five to seven years for fixtures. | ||
[4] | The accumulated depreciation column excludes $9.6 million of amortization associated with acquired intangible assets. |