Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 2018 | |
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 | Non-accelerated Filer | |
Document Type | 10-Q | |
Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Transition Period Flag | true | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 30,990,448 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real estate investments, at cost: | ||
Land | $ 133,380 | $ 133,380 |
Buildings and improvements | 521,186 | 514,459 |
Acquired intangible assets | 100,954 | 105,954 |
Total real estate investments, at cost | 755,520 | 753,793 |
Less accumulated depreciation and amortization | (82,883) | (64,926) |
Total real estate investments, net | 672,637 | 688,867 |
Cash and cash equivalents | 64,061 | 39,598 |
Restricted cash | 5,734 | 7,618 |
Prepaid expenses and other assets (including amounts due from related parties of $33 and $39 at September 30, 2018 and December 31, 2017, respectively) | 22,589 | 17,721 |
Deferred leasing costs, net | 7,057 | 6,646 |
Total assets | 772,078 | 760,450 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Mortgage notes payable, net | 281,757 | 233,517 |
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $280 and $568 at September 30, 2018 and December 31, 2017, respectively) | 13,920 | 11,406 |
Below-market lease liabilities, net | 22,054 | 24,753 |
Deferred revenue | 5,477 | 5,255 |
Distributions payable | 0 | 4,035 |
Total liabilities | 323,208 | 278,966 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at September 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 30,990,448 and 31,382,120 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 310 | 314 |
Additional paid-in capital | 685,814 | 691,775 |
Accumulated deficit | (237,254) | (210,605) |
Total stockholders’ equity | 448,870 | 481,484 |
Total liabilities and stockholders’ equity | $ 772,078 | $ 760,450 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Due from related party | $ 33 | $ 39 |
Due to related party | $ 280 | $ 568 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 30,990,448 | 31,382,120 |
Common stock, shares outstanding (in shares) | 30,990,448 | 31,382,120 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Rental income | $ 14,237 | $ 13,345 | $ 42,257 | $ 40,009 |
Operating expense reimbursements and other revenue | 1,504 | 1,130 | 3,909 | 3,554 |
Total revenues | 15,741 | 14,475 | 46,166 | 43,563 |
Operating expenses: | ||||
Asset and property management fees to related parties | 1,532 | 1,515 | 4,633 | 4,566 |
Property operating | 7,295 | 6,848 | 20,839 | 19,882 |
Acquisition and transaction related | 0 | 0 | 1 | 6 |
General and administrative | 2,261 | 2,066 | 7,805 | 5,634 |
Depreciation and amortization | 7,128 | 7,125 | 22,421 | 21,349 |
Total operating expenses | 18,216 | 17,554 | 55,699 | 51,437 |
Operating loss | (2,475) | (3,079) | (9,533) | (7,874) |
Other income (expense): | ||||
Interest expense | (3,501) | (2,866) | (9,684) | (8,365) |
Income from investment securities and interest | 111 | 68 | 239 | 190 |
Gain on sale of investment securities | 0 | 0 | 0 | 24 |
Total other expense | (3,390) | (2,798) | (9,445) | (8,151) |
Net loss | (5,865) | (5,877) | (18,978) | (16,025) |
Other comprehensive income (loss): | ||||
Reversal of accumulated unrealized gain on investment securities | 0 | 0 | 0 | (10) |
Comprehensive loss | $ (5,865) | $ (5,877) | $ (18,978) | $ (16,035) |
Basic and diluted weighted average shares outstanding (in shares) | 31,180,373 | 31,106,250 | 31,313,567 | 30,956,152 |
Basic and diluted net loss per share (in dollars per share) | $ (0.19) | $ (0.19) | $ (0.61) | $ (0.52) |
Dividends declared per common share (in dollars per share) | $ 0 | $ 0.39 | $ 0.24 | $ 1.13 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2017 | 31,382,120 | |||
Beginning Balance at Dec. 31, 2017 | $ 481,484 | $ 314 | $ 691,775 | $ (210,605) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued through distribution reinvestment plan (in shares) | 208,836 | |||
Common stock issued through distribution reinvestment plan | $ 4,231 | $ 1 | 4,230 | |
Common stock repurchases (in shares) | (254,941) | (604,948) | ||
Common stock repurchases | $ (10,269) | $ (5) | (10,264) | |
Share-based compensation (in shares) | 4,440 | |||
Share-based compensation | 73 | 73 | ||
Distributions declared | (7,671) | (7,671) | ||
Net loss | (18,978) | (18,978) | ||
Ending Balance (in shares) at Sep. 30, 2018 | 30,990,448 | |||
Ending Balance at Sep. 30, 2018 | $ 448,870 | $ 310 | $ 685,814 | $ (237,254) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (18,978) | $ (16,025) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 22,421 | 21,349 |
Amortization of deferred financing costs | 573 | 964 |
Accretion of below- and amortization of above-market lease liabilities and assets, net | (1,557) | (1,570) |
Share-based compensation | 73 | 36 |
Gain on sale of investment securities | 0 | (24) |
Changes in assets and liabilities: | ||
Prepaid expenses, other assets and deferred costs | (5,885) | (7,236) |
Accounts payable, accrued expenses and other liabilities | (1,064) | 3,901 |
Deferred revenue | 222 | 2,533 |
Net cash (used in) provided by operating activities | (4,195) | 3,928 |
Cash flows from investing activities: | ||
Proceeds from the sale of investment securities | 0 | 491 |
Capital expenditures | (6,099) | (8,084) |
Net cash used in investing activities | (6,099) | (7,593) |
Cash flows from financing activities: | ||
Proceeds from mortgage note payable | 50,000 | 140,000 |
Payment of mortgage note payable | 0 | (96,000) |
Payments of financing costs | (2,333) | (2,931) |
Distributions paid | (7,475) | (20,898) |
Repurchases of common stock | (7,319) | (7,337) |
Net cash provided by financing activities | 32,873 | 12,834 |
Net change in cash, cash equivalents and restricted cash | 22,579 | 9,169 |
Cash, cash equivalents and restricted cash, beginning of period | 47,216 | 49,821 |
Cash, cash equivalents and restricted cash, end of period | 69,795 | 58,990 |
Supplemental Disclosures: | ||
Cash paid for interest | 8,952 | 6,976 |
Non-Cash Investing and Financing Activities: | ||
Accrued stock repurchases | 2,950 | 0 |
Distributions payable | 0 | 3,873 |
Accrued capital expenditures | 628 | 140 |
Common stock issued through distribution reinvestment plan | 4,231 | 14,170 |
Mortgage notes payable proceeds classified as restricted cash | $ 2,539 | $ 24,820 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 — Organization American Realty Capital New York City REIT, Inc. (including, New York City Operating Partnership L.P., (the “OP”) and its subsidiaries, 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 September 30, 2018 , the Company owned six properties consisting of 1.1 million rentable square feet, acquired for an aggregate purchase price of $686.1 million . 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. Substantially all of the Company’s business is conducted through the OP. 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 . The Company closed its IPO on May 31, 2015. As of September 30, 2018 , the Company had 31.0 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the dividend reinvestment plan (“DRIP”), and had received total gross proceeds from the IPO of $776.0 million , inclusive of $68.8 million from the DRIP and net of repurchases. The Company has no employees. New York City Advisors, LLC (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 these entities 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 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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 included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results for the entire year or any subsequent interim period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2017 , which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2018. There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2018 . 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 September 30, 2018 or December 31, 2017 . Reclassifications The presentation of prior year restricted cash on the Company’s consolidated statements of cash flows has been changed to conform to the current year presentation. The change in the current year presentation relates to the adoption of accounting standards update (“ASU”) No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which was adopted by the Company effective December 31, 2017. Recently Issued Accounting Pronouncements Adopted as of September 30, 2018: In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and has since issued several additional amendments thereto (collectively referred to herein as “ASC 606”). ASC 606 establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, 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. ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. The Company adopted this guidance effective January 1, 2018, under the modified retrospective approach. The new guidance did not have an impact on the Company’s consolidated financial statements, primarily as a result of revenue being sourced from lease arrangements that are outside the scope of ASC 606 until the new lease standard is adopted. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10), 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. The Company adopted this guidance on January 1, 2018 and there was no impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company adopted this new guidance effective January 1, 2018, and it did not have an impact on the Company’s consolidated statement of cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which revises the definition of a business. This new guidance is applicable when evaluating whether an acquisition should be treated as either a business acquisition or an asset acquisition. Under the revised guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single asset or group of similar assets, the assets acquired (or disposed of) would not be considered a business. The Company has assessed this revised guidance and expects, based on historical acquisitions, future properties acquired to qualify as an asset acquisition rather than a business acquisition, which would result in the capitalization of related transaction costs. The Company adopted this guidance on January 1, 2017, which would apply to prospective acquisitions. On October 17, 2018, the Company closed on an acquisition of a property which was determined to be an asset acquisition based on this new guidance. Apart from the aforementioned, there were no acquisitions during the nine months ended September 30, 2018 or the year ended December 31, 2017. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award and the classification of the award as either equity or liability, does not change as a result of the modification. The Company adopted this guidance effective January 1, 2018 and it did not have an impact on the Company’s consolidated financial statements. The Company expects that any future modifications to its issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above. As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost. Pending Adoption as of September 30, 2018: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), which originally stated that companies would be required to bifurcate certain lease revenues between lease and non-lease components, however, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, in July 2018 (“ASU 2018-11”), which allows lessors a practical expedient by class of underlying assets to account for lease and non-lease components as a single lease component if certain criteria are met. Additionally, only incremental direct leasing costs may be capitalized under this new guidance, which is consistent with the Company’s existing policies. ASC 842 originally required a modified retrospective method of adoption, however, ASU 2018-11 indicates that companies may be permitted to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The pronouncement allows some optional practical expedients. In addition, in July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 (Leases), which provides narrow amendments to clarify how to apply certain aspects of the new leasing standard. The Company does not expect this guidance to impact its existing lessor revenue recognition pattern. The Company is a lessee for a property in which it has a ground lease as of September 30, 2018 . For this lease, the Company will be required to record a right-of-use asset and lease liability equal to the present value of the remaining lease payments upon adoption of this update. The new standard requires lessees to apply a dual lease classification 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 today. The Company will adopt this new guidance upon its effective date on January 1, 2019 and will continue to evaluate the impact of this guidance until it becomes effective. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. Early adoption is permitted for reporting periods beginning after December 15, 2018. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The Company is currently evaluating the impact of this new guidance. In June 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting as an amendment and update expanding the scope of Topic 718. The amendment specifies that Topic 718 now applies to all share-based payment transactions, even non-employee awards, in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. Under the new guidance, awards to nonemployees are measured on the grant date, rather than on the earlier of the performance commitment date or the date at which the nonemployee’s performance is complete. Also, the awards would be measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. In addition, entities may use the expected term to measure nonemployee awards or elect to use the contractual term as the expected term, on an award-by-award basis. The new guidance is effective for the Company in annual periods beginning after December 15, 2018, and interim periods within those annual periods, however early adoption is permitted. The Company is currently evaluating the impact of this new guidance. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Investments | Note 3 — Real Estate Investments There were no real estate assets acquired or liabilities assumed during the nine months ended September 30, 2018 or 2017 . Future Minimum Base Cash Rental Payments The following table presents future minimum base cash rental payments due to the Company subsequent to September 30, 2018 . 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 Cash Rental Payments 2018 (remainder) $ 12,668 2019 50,391 2020 46,649 2021 42,202 2022 38,713 Thereafter 145,331 $ 335,954 Significant Tenants As of September 30, 2018 and 2017 , there were no tenants whose annualized rental income on a straight-line basis, based on leases that have commenced, represented greater than 10% of total annualized rental income on a straight-line basis. Intangible Assets and Liabilities Acquired intangible assets and lease liabilities consist of the following as of September 30, 2018 and December 31, 2017 : September 30, 2018 December 31, 2017 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 57,376 $ 25,312 $ 32,064 $ 62,142 $ 22,147 $ 39,995 Other intangibles 31,447 4,641 26,806 31,447 3,767 27,680 Below-market ground lease 2,482 113 2,369 2,482 76 2,406 Above-market leases 9,649 3,826 5,823 9,883 2,955 6,928 Total intangible assets $ 100,954 $ 33,892 $ 67,062 $ 105,954 $ 28,945 $ 77,009 Intangible liabilities: Below-market lease liabilities $ 33,104 $ 11,050 $ 22,054 $ 34,068 $ 9,315 $ 24,753 The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangibles and amortization and accretion of above- and below-market lease assets and liabilities, net, for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2018 2017 2018 2017 Amortization of in-place leases and other intangibles (1) $ 2,527 $ 2,877 $ 8,805 $ 9,113 Amortization and (accretion) of above- and below-market leases, net (2) $ (496 ) $ (512 ) $ (1,594 ) $ (1,607 ) Amortization of below-market ground lease (3) $ 12 $ 13 $ 37 $ 37 _______________ (1) Reflected within depreciation and amortization expense. (2) Reflected within rental income. (3) Reflected within property operating expense. The following table provides the projected amortization expense and adjustments to revenues for the next five years as of September 30, 2018 : (In thousands) 2018 (October 1 - December 31) 2019 2020 2021 2022 In-place leases $ 2,309 $ 8,149 $ 6,398 $ 5,188 $ 3,816 Other intangibles 291 1,165 1,165 937 708 Total to be included in depreciation and amortization $ 2,600 $ 9,314 $ 7,563 $ 6,125 $ 4,524 Above-market lease assets $ 362 $ 1,256 $ 1,137 $ 1,064 $ 847 Below-market lease liabilities (855 ) (3,049 ) (2,635 ) (2,328 ) (1,789 ) Total to be included in rental income $ (493 ) $ (1,793 ) $ (1,498 ) $ (1,264 ) $ (942 ) During the second quarter of 2018, the sole tenant in the Company’s 421 W. 54th Street property terminated its lease early and vacated the space. As a result, the Company accelerated the amortization expense on the in-place lease intangible asset associated with this tenant and recorded additional amortization expense of $0.3 million for the nine months ended September 30, 2018 . |
Mortgage Notes Payable, Net
Mortgage Notes Payable, Net | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | Note 4 — Mortgage Notes Payable, Net The Company’s mortgage notes payable, net as of September 30, 2018 and December 31, 2017 are as follows: Outstanding Loan Amount Portfolio Encumbered Properties September 30, December 31, Effective Interest Rate Interest Rate Maturity (In thousands) (In thousands) 123 William Street (1) 1 $ 140,000 $ 140,000 4.73 % Fixed Mar. 2027 1140 Avenue of the Americas 1 99,000 99,000 4.17 % Fixed Jul. 2026 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 2 50,000 — 4.58 % Fixed May 2028 Mortgage notes payable, gross 4 289,000 239,000 4.51 % Less: deferred financing costs, net (2) — (7,243 ) (5,483 ) Mortgage notes payable, net 4 $ 281,757 $ 233,517 _____________________ (1) As of September 30, 2018 , $2.5 million of the proceeds from the Company’s loan agreement with Barclays Bank PLC remained in escrow, to be released to the Company in accordance with the conditions under the loan, in connection with leasing activity, tenant improvements, leasing commissions and free rent obligations related to this property, and is included in restricted cash on the unaudited consolidated balance sheet. (2) 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. New Loan Agreement On April 13, 2018, two wholly owned subsidiaries (the “Borrowers”) of the OP, entered into a loan agreement (the “Loan Agreement”) with Societe Generale (the “Lender”). The Loan Agreement provides for a $50.0 million loan (the “Loan”) with a fixed interest rate of 4.516% and a maturity date of May 1, 2028. The Loan requires monthly interest-only payments, with the principal balance due on the maturity date. The Loan is secured by, among other things, mortgage liens on two of the Company’s previously unencumbered properties, the retail condominiums located at 400 E. 67th Street, New York, New York (the “Laurel Condominium”) and a parking garage condominium unit located at 200 Riverside Boulevard, New York, New York (the “Riverside Garage,” together with the Laurel Condominium, the “Mortgaged Properties” and individually a “Mortgaged Property”). The Loan Agreement permits the Lender to securitize the Loan or any portion thereof. At the closing of the Loan, the net proceeds after accrued interest and closing costs were used to fund approximately $0.6 million in deposits into reserve accounts required to be made at closing under the Loan Agreement, with approximately $47.1 million in net proceeds remaining available to the Company to be used for general corporate purposes, including to make future acquisitions. From and after May 1, 2019, the Loan may be prepaid at any time in whole, but not in part (unless a Mortgaged Property is released from the Loan), subject to certain conditions and limitations, including payment of a yield maintenance prepayment premium for any prepayments made prior to the March 2028 monthly payment date. From and after May 1, 2019, any Mortgaged Property may, subject to certain conditions and limitations, be released from the Loan in connection with a sale or disposition of the Mortgaged Property to a bona-fide third party by prepayment of an amount equal to 115% of the portion of the Loan allocated to the Mortgaged Property sold or disposed, plus any applicable yield maintenance prepayment premium. In addition, from and after May 1, 2019 and prior to May 1, 2028, the Riverside Garage (but not the Laurel Condominium) may be released from the Loan, subject to certain conditions and limitations, by simultaneously substituting another property (or properties) for the Riverside Garage. The OP has guaranteed, pursuant to a guaranty in favor of the Lender (the “Guaranty”), certain enumerated recourse liabilities of the Borrowers under the Loan Agreement and, from and after certain events of defaults and other breaches under the Loan Agreement as well as bankruptcies or similar events, payment of all amounts due to the Lender in respect of the Loan. The Guaranty also requires the OP to maintain a minimum net worth of $57.5 million and minimum liquid assets of $3.0 million . Real estate assets and intangible assets of $535.7 million , at cost (net of below-market lease liabilities), at September 30, 2018 have been pledged as collateral to the Company’s mortgage notes payable and are not available to satisfy the Company’s other obligations unless first satisfying the mortgage note payable on the property. The Company is required to make payments of interest on its mortgage notes payable on a monthly basis. The following table summarizes the scheduled aggregate principal payments subsequent to September 30, 2018 : (In thousands) Future Minimum Principal Payments 2018 (remainder) $ — 2019 — 2020 — 2021 — 2022 — Thereafter 289,000 Total $ 289,000 The Company’s mortgage notes payable require compliance with certain property-level debt covenants. As of September 30, 2018 , the Company was in compliance with the debt covenants under its mortgage note agreements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 — 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. Financial Instruments Carried at Fair Value As of September 30, 2018 and December 31, 2017 , the Company did not have any financial instruments measured at fair value on a recurring basis. Financial Instruments Not Carried at Fair Value The fair value of short-term financial instruments such as cash and cash equivalents, prepaid expenses and other assets, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheet are reported below: September 30, 2018 December 31, 2017 (In thousands) Level Gross Principal Balance Fair Value Gross Principal Balance Fair Value Mortgage note payable — 123 William Street 3 $ 140,000 $ 141,000 $ 140,000 $ 147,531 Mortgage note payable — 1140 Avenue of the Americas 3 $ 99,000 $ 96,058 $ 99,000 $ 100,036 Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 3 $ 50,000 $ 49,757 $ — $ — |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Common Stock | Note 6 — Common Stock As of September 30, 2018 and December 31, 2017 , the Company had 31.0 million and 31.4 million shares of common stock outstanding, respectively, including unvested restricted shares and shares issued pursuant to the DRIP. In May 2014, the board of directors of the Company authorized, and the Company began paying, a monthly distribution equivalent to $1.5125 per annum, per share of common stock. The distributions were payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. On February 27, 2018, the Company’s board of directors unanimously authorized a suspension of the distributions that the Company pays to holders of the Company’s common stock, effective as of March 1, 2018. The Company’s board of directors will continue to evaluate the Company’s performance and expects to assess its distribution policy no sooner than February 2019. On February 6, 2018, in response to an unsolicited offer to the Company’s stockholders, the Company commenced a tender offer, which was subsequently amended on February 22, 2018 and March 6, 2018 (as amended, the “February Offer”). The Company made the February Offer in order to deter an unsolicited bidder and other potential future bidders that may try to exploit the illiquidity of the Company’s common stock and acquire it from stockholders at prices substantially below the current Estimated Per-Share NAV. Under the February Offer, the Company offered to purchase up to 140,000 shares of its common stock for cash at a purchase price equal to $17.03 per share. The February Offer expired on March 20, 2018 and, in accordance with the terms of the February Offer, the Company accepted for purchase 139,993 shares of common stock for a total cost of approximately $2.4 million , which was paid in April 2018. On June 15, 2018, in response to an unsolicited offer to the Company’s stockholders, the Company commenced a tender offer (the “June Offer”) to purchase up to 500,000 shares of its common stock for cash at a purchase price equal to $12.95 per share. The Company made the June Offer in order to deter an unsolicited bidder and other potential future bidders that may try to exploit the illiquidity of the Company’s common stock and acquire it from stockholders at prices substantially below the current Estimated Per-Share NAV. The June Offer expired on July 24, 2018 and, in accordance with the terms of the June Offer, the Company accepted for purchase 210,014 shares of common stock for a total cost of approximately $2.7 million , which was paid in July 2018. On October 25, 2017, the Company’s board of directors approved an estimated net asset value per share of its common stock (“Estimated Per-Share NAV”) as of June 30, 2017, and on October 23, 2018, the Company’s board of directors approved an estimated net asset value per share of its common stock as of June 30, 2018 (the “2018 Estimated Per-Share NAV”), which was published on October 25, 2018. Share Repurchase Program The Company has a share repurchase program (“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. On January 25, 2016, the Company’s board of directors approved an amendment of the SRP to supersede and replace the existing SRP effective beginning on February 28, 2016. Under the SRP, as amended, 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”). On June 14, 2017, the Company announced that its board of directors had adopted an amendment and restatement of the SRP that superseded and replaced the existing SRP effective as of July 14, 2017. Under the amended and restated SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of the Company’s common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions would be considered for repurchase. Other terms and provisions of the amended and restated SRP remained consistent with the existing SRP. In cases of requests for death and disability, the repurchase price is equal to then-current Estimated Per-Share NAV at the time of repurchase. Prior to the establishment of Estimated Per-Share NAV, the repurchase price in these circumstances was equal to the price paid to acquire the shares. Prior to the amendment and restatement of the SRP, the purchase price per share for requests other than for death or disability under the SRP depended on the length of time investors had 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 are 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. If the establishment of an Estimated Per-Share NAV occurs during any fiscal semester, any repurchase requests received during such fiscal semester will be paid at the Estimated Per-Share NAV applicable on the last day of the fiscal semester. In connection with the February Offer, the Company’s board of directors suspended the SRP during the pendency of the February Offer. On April 26, 2018 the Company’s board of directors reactivated the SRP. In connection with the June Offer, the Company’s board of directors suspended the SRP during the pendency of the June Offer. On August 23, 2018, the Company’s board of directors unanimously reactivated the SRP for a period commencing August 25, 2018 and ending on September 24, 2018 (the “2018 Reactivation Period”). Prior to the end of the third quarter of 2018, the Company’s board of directors approved repurchase requests made during the 2018 Reactivation period as well as requests made in the period from January 1, 2018 until the suspension of the SRP on February 6, 2018 and the period commencing with the reactivation of the SRP on April 26, 2018 until the suspension of the SRP on June 15, 2018 (the “2018 Active Period”). The board of directors also approved a related amendment to the SRP, effective August 25, 2018, and a subsequent suspension of the SRP commencing immediately following the 2018 Reactivation Period which will remain in effect until the Company announces that it will resume paying regular cash distributions to its stockholders. On October 9, 2018, the Company repurchased a total of 145,627 shares approved with respect to the 2018 Reactivation Period and the 2018 Active Period. (See Note 12 — Subsequent Events for details). When a stockholder requests a repurchase and the repurchase is approved by the Company’s board of directors, the Company will reclassify such obligation from equity to a liability based on the value of the obligation. Shares purchased under the SRP will have the status of authorized but unissued shares. The following table reflects the number of shares repurchased cumulatively through September 30, 2018 . Numbers of Shares Repurchased Weighted-Average Price per Share Cumulative repurchases as of December 31, 2017 (1) 1,004,793 $ 22.48 Nine months ended September 30, 2018 (2) (3) 254,941 20.26 Cumulative repurchases as of September 30, 2018 1,259,734 22.03 (1) Includes (i) 276,624 shares repurchased during the three months ended March 31, 2017 for approximately $5.6 million at a weighted-average price per share of $20.15 , (ii) 578 shares repurchased during the three months ended June 30, 2017 for approximately $13,700 at a weighted-average price per share of $23.68 , (iii) 82,256 shares repurchased during the three months ended September 30, 2017, for approximately $1.7 million at a weighted-average price per share of $21.25 . During the three months ended September 30, 2017, following the effectiveness of the amendment and restatement of the SRP, the Company’s board of directors approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to June 30, 2017, which were fulfilled during the three months ended September 30, 2017. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP. (2) In January 2018, the Company’s board of directors approved the repurchase requests made pursuant to the SRP during the period from July 1, 2017 to December 31, 2017, which resulted in the repurchase of 99,131 shares for approximately $2.0 million at a weighted-average price per share of $20.26 and 10,183 shares were repurchased from an individual stockholder in a privately negotiated transaction during January 2018 for approximately $0.2 million at a weighted-average price per share of $20.26 . (3) Includes repurchase requests approved during the third quarter of 2018, and paid on October 9, 2018, which resulted in the repurchase of 145,627 shares for approximately $3.0 million at a weighted-average price per share of $20.26 , which are comprised of shares related to repurchase requests made during the 2018 Active Period and shares related to repurchase requests made during the 2018 Reactivation Period. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Ground Lease The Company entered into a ground lease agreement related to the acquisition of 1140 Avenue of the Americas under a leasehold interest arrangement. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter: (In thousands) Future Minimum Base Rent Payments 2018 (remainder) $ 1,187 2019 4,746 2020 4,746 2021 4,746 2022 4,746 Thereafter 216,738 Total $ 236,909 The Company incurred ground rent expense of $1.2 million and $3.6 million during the three and nine months ended September 30, 2018 , respectively. The Company incurred ground rent expense of $1.2 million and $3.6 million during the three and nine months ended September 30, 2017 , respectively. 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 September 30, 2018 , 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 | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note 8 — Related Party Transactions and Arrangements As of September 30, 2018 , an entity wholly owned by the Sponsor owned 8,888 shares of the Company’s outstanding common stock. Realty Capital Securities, LLC (the “Former Dealer Manager”) served as the dealer manager of the IPO, which was ongoing from April 2014 to May 2015, and, together with its affiliates, continued to provide the Company with various services through December 31, 2015. American National Stock Transfer, LLC (“ANST”), a subsidiary of the parent company of the Former Dealer Manager, provided other general professional services through January 2016. RCS Capital Corporation (“RCAP”), which became the parent company of the Former Dealer Manager in December 2012, and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc. On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against AR Capital, AR Global, the Advisor, advisors of other entities sponsored by AR Global, and AR Global’s principals (including Mr. Weil, the Company’s Executive Chairman, Chief Executive Officer, President and Secretary), and RCAP Holdings, LLC. The suit alleges, among other things, certain breaches of duties to RCAP. The Company is not a defendant in the suit, nor are there allegations that the Advisor engaged in any wrongful conduct. On May 26, 2017, the defendants moved to dismiss. On November 30, 2017, the court issued an opinion partially granting the defendant’s motion to dismiss. On December 7, 2017, the creditor trust moved for limited reargument of the court’s partial dismissal of its breach of fiduciary duty claim, and on January 10, 2018, the defendants filed a supplemental motion to dismiss certain claims. On April 5, 2018, the court issued an opinion denying the creditor trust’s motion for reconsideration while partially granting the defendants’ supplemental motion to dismiss. Document discovery closed on October 31, 2018. On November 5, 2018, the defendants moved for partial summary judgment seeking dismissal of aspects of the fiduciary duty claims. That motion is pending. The Advisor informed the Company that the Advisor believes the suit is without merit and intends to defend against it vigorously. Fees and Participations Paid in Connection with the Operations of the Company Acquisition Fees The Advisor is paid an acquisition fee of 1.5% of (A) the contract purchase price of each acquired property and (B) the amount advanced for a loan or other investment. The Advisor is also reimbursed for expenses incurred related to selecting, evaluating and acquiring assets on the Company’s behalf, regardless of whether the Company actually acquires the related assets. These acquisition expenses may also include insourced expenses for services performed by the Advisor or its affiliates. Such insourced expenses are fixed initially at and may not exceed 0.50% of the contract purchase price of each property and 0.50% 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 0.10% 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 (A) the contract purchase price or (B) 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 (A) the contract purchase price and (B) the amount advanced for a loan or other investment, as applicable, for all the assets acquired. The Company incurred no acquisition fees and acquisition expense reimbursements to the Advisor during the three and nine months ended September 30, 2018 or 2017 . Financing Coordination Fees 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. Asset Management Fees and Variable Management/Incentive Fees 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 (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 September 30, 2018 , the Company cannot determine the probability of achieving the performance condition. The Advisor receives distributions on Class B Units, whether vested or unvested, 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 September 30, 2018 , the Company’s board of directors had approved the issuance of 159,159 Class B Units in connection with the arrangement. Beginning on October 1, 2015, and in lieu of the asset management subordinated participation, the Company began paying an asset management fee in cash 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 Estimated Per-Share 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 $1.4 million and $4.2 million in cash asset management fees during the three and nine months ended September 30, 2018 , respectively. The Company paid $1.4 million and $4.1 million in cash asset management fees during the three and nine months ended September 30, 2017 , respectively. Property Management Fees Pursuant to the Property Management and Leasing Agreement, dated as of April 24, 2014 (the “PMA”), 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 incurred approximately $0.1 million and $0.4 million in property management fees during the three and nine months ended September 30, 2018 , respectively. The Company incurred approximately $0.1 million and $0.5 million in property management fees during the three and nine months ended September 30, 2017 , respectively. On April 13, 2018, in connection with the Loan, the Borrowers entered into a new Property Management and Leasing Agreement (the “New PMA”) with the Property Manager with respect to the Mortgaged Properties. With respect to these properties, the substantive terms of the New PMA are identical to the terms of the PMA, except that the New PMA does not include provisions related to the management of hotels. On April 13, 2018, concurrently with entering into the New PMA, the Company and the Property Manager entered into an amendment to the PMA (the “PMA Amendment”). Prior to the PMA Amendment, the Property Manager had been retained, pursuant to the PMA, to manage, operate and maintain all the Company’s properties. Following the PMA Amendment, any of the Company’s properties that are or become subject to a separate property management agreement with the Property Manager (including the Mortgaged Properties, which are subject to the New PMA) are not subject to the PMA. Professional Fees and Other Reimbursements 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. This reimbursement includes reasonable overhead expenses for employees of the Advisor or its affiliates directly involved in the performance of services on behalf of the Company, including the reimbursement of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor. 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 and no reimbursement shall be made for salaries, bonuses or benefits to be paid to the Company’s executive officers. Total reimbursement of costs and expenses for the three and nine months ended September 30, 2018 were $1.2 million and $3.6 million , respectively. Total reimbursement of costs and expenses for the three and nine months ended September 30, 2017 were $1.0 million and $2.6 million , respectively. The following table details amounts incurred in connection with the Company’s operations-related services described above as of and for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, Payable (receivable) as of (In thousands) 2018 2017 2018 2017 September 30, 2018 December 31, 2017 Acquisition fees and reimbursements: Acquisition fees and related cost reimbursements $ — $ — $ — $ — $ — $ — Financing coordination fees (1) — — 375 1,050 — — Ongoing fees: Asset and property management fees to related parties 1,532 1,515 4,633 4,566 (33 ) (3) (18 ) (3) Professional fees and other reimbursements (2) 1,214 988 3,639 2,644 280 (4) (5) 527 (4) (5) Distributions on Class B units (2) — 61 39 180 — 20 (5) Total related party operation fees and reimbursements $ 2,746 $ 2,564 $ 8,686 $ 8,440 $ 247 $ 529 _____________________ (1) Included as a deferred financing cost within mortgage notes payable, net on the unaudited and audited consolidated balance sheets, respectively. (2) Amounts for the three and nine mont h s ended September 30, 2018 and 2017 are included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss. (3) Included in prepaid expenses and other assets on the unaudited and audited consolidated balance sheets, respectively. (4) Balance includes costs which were incurred and accrued due to ANST and a subsidiary of RCAP which were related parties of the Company. See above for further details on the status of the ANST and RCAP relationship. (5) Included in accounts payable, accrued expense and other liabilities on the unaudited and audited consolidated balance sheets, respectively. Fees and Participations Paid in Connection with Liquidation or Listing Annual Subordinated Performance Fees and Brokerage Commissions 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 three and nine months ended September 30, 2018 or 2017 . 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 three and nine months ended September 30, 2018 or 2017 . Subordinated Participation in Real Estate Sales Upon a liquidation or sale of all or substantially all assets, including through a merger or sale of stock of the Company, an affiliate of the Advisor that is special limited partner of the OP, New York City Special Limited Partnership, LLC (the “Special Limited Partner”), will be entitled to 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 three and nine months ended September 30, 2018 and 2017 . Fees Incurred in Connection with a Listing If the Company’s shares of common stock are listed on a national exchange, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right receive subordinated incentive listing distributions 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 distributions 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 three and nine months ended September 30, 2018 or 2017 . 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. Termination Fees Upon termination or non-renewal of the advisory agreement with or without cause, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive subordinated termination distributions from the OP equal to 15.0% of the amount, calculated as of the termination date, 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 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. The Special Limited Partner may elect to defer its right to receive the subordinated termination distribution until either a listing on a national securities exchange or other liquidity event occurs, subsequently, in which case the Company’s market value will be calculated as of the date of the applicable listing or liquidity event. No such distributions were incurred during the three and nine months ended September 30, 2018 or 2017 . The Special Limited Partner and its affiliates can earn only one of the subordinated distribution from the OP described above. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2018 | |
Economic Dependency [Abstract] | |
Economic Dependency | Note 9 — 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 | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 10 — Share-Based Compensation Restricted Share Plan The Company has an employee and director incentive restricted share plan (as amended to date, the “RSP”). Until an amendment to the RSP in August 2017 (the “RSP Amendment”), the RSP provided for the automatic grant of 1,333 restricted shares of common stock (“restricted shares”) to each of the independent directors. Following the RSP Amendment, the number of restricted shares to be issued automatically in those circumstances is equal to $30,000 divided by the then-current Estimated Per-Share NAV. In November 2017, the RSP was amended and restated to reflect the RSP Amendment and certain clarifying changes. These automatic grants are made 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 restricted shares vesting annually over a five -year period following the grant date 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 board of 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 shares granted as awards 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 restricted 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 restricted shares scheduled to vest in the year of the recipient's voluntary termination or the failure to be re-elected to the Company’s board of directors. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares receive cash distributions on the same basis as distributions paid on shares of common stock prior to the time that the restrictions on the restricted shares have lapsed and thereafter. Any distributions payable in shares of common stock will be subject to the same restrictions as the underlying restricted shares. The following table displays restricted share award activity during the nine months ended September 30, 2018 : Number of Weighted-Average Issue Price Unvested, December 31, 2017 11,165 $ 22.14 Granted 4,440 20.26 Vested (2,979 ) 22.14 Forfeited — — Unvested, September 30, 2018 12,626 21.48 As of September 30, 2018 , the Company had $0.3 million of unrecognized compensation cost related to unvested restricted share awards granted under the RSP. That cost is expected to be recognized over a weighted-average period of 3.6 years. Restricted share awards are expensed in accordance with the service period required. Compensation expense related to restricted share awards was approximately $39,869 and $73,031 for the three and nine months ended September 30, 2018 , respectively. Compensation expense related to restricted share awards was approximately $12,000 and $36,000 for the three and nine months ended September 30, 2017 , respectively. Compensation expense related to restricted share awards is recorded as general and administrative expense in the accompanying unaudited consolidated statements 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 board of 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 three and nine months ended September 30, 2018 or 2017 . |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Net Loss Per Share | Note 11 — Net Loss Per Share The following is a summary of the basic and diluted net loss per share computation for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net loss (in thousands) $ (5,865 ) $ (5,877 ) $ (18,978 ) $ (16,025 ) Basic and diluted weighted average shares outstanding 31,180,373 31,106,250 31,313,567 30,956,152 Basic and diluted net loss per share $ (0.19 ) $ (0.19 ) $ (0.61 ) $ (0.52 ) The Company had the following weighted-average common share equivalents as of September 30, 2018 and 2017 , which were excluded from the calculation of diluted net loss per share attributable to stockholders as the effect would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Unvested restricted shares 12,625 6,932 12,625 6,932 OP units 90 90 90 90 Class B units 159,159 159,159 159,159 159,159 Total weighted-average anti-dilutive common share equivalents 171,874 166,181 171,874 166,181 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements, except for the following disclosures: Share Repurchase Program On October 9, 2018 the Company repurchased 145,627 shares of common stock for approximately $3.0 million, at a weighted-average price per share of $20.26 pursuant to the SRP. Acquisitions On October 17, 2018, the Company closed on an acquisition of a medical office building with an aggregate base purchase price of $15.9 million , excluding acquisition related costs. The acquisition was funded by proceeds from issuance of mortgage debt in the amount of $10.0 million with the remainder funded with cash on hand. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
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. |
Reclassifications | Reclassifications The presentation of prior year restricted cash on the Company’s consolidated statements of cash flows has been changed to conform to the current year presentation. The change in the current year presentation relates to the adoption of accounting standards update (“ASU”) No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which was adopted by the Company effective December 31, 2017. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted as of September 30, 2018: In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and has since issued several additional amendments thereto (collectively referred to herein as “ASC 606”). ASC 606 establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, 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. ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. The Company adopted this guidance effective January 1, 2018, under the modified retrospective approach. The new guidance did not have an impact on the Company’s consolidated financial statements, primarily as a result of revenue being sourced from lease arrangements that are outside the scope of ASC 606 until the new lease standard is adopted. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10), 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. The Company adopted this guidance on January 1, 2018 and there was no impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company adopted this new guidance effective January 1, 2018, and it did not have an impact on the Company’s consolidated statement of cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which revises the definition of a business. This new guidance is applicable when evaluating whether an acquisition should be treated as either a business acquisition or an asset acquisition. Under the revised guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single asset or group of similar assets, the assets acquired (or disposed of) would not be considered a business. The Company has assessed this revised guidance and expects, based on historical acquisitions, future properties acquired to qualify as an asset acquisition rather than a business acquisition, which would result in the capitalization of related transaction costs. The Company adopted this guidance on January 1, 2017, which would apply to prospective acquisitions. On October 17, 2018, the Company closed on an acquisition of a property which was determined to be an asset acquisition based on this new guidance. Apart from the aforementioned, there were no acquisitions during the nine months ended September 30, 2018 or the year ended December 31, 2017. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award and the classification of the award as either equity or liability, does not change as a result of the modification. The Company adopted this guidance effective January 1, 2018 and it did not have an impact on the Company’s consolidated financial statements. The Company expects that any future modifications to its issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above. As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost. Pending Adoption as of September 30, 2018: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), which originally stated that companies would be required to bifurcate certain lease revenues between lease and non-lease components, however, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, in July 2018 (“ASU 2018-11”), which allows lessors a practical expedient by class of underlying assets to account for lease and non-lease components as a single lease component if certain criteria are met. Additionally, only incremental direct leasing costs may be capitalized under this new guidance, which is consistent with the Company’s existing policies. ASC 842 originally required a modified retrospective method of adoption, however, ASU 2018-11 indicates that companies may be permitted to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The pronouncement allows some optional practical expedients. In addition, in July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 (Leases), which provides narrow amendments to clarify how to apply certain aspects of the new leasing standard. The Company does not expect this guidance to impact its existing lessor revenue recognition pattern. The Company is a lessee for a property in which it has a ground lease as of September 30, 2018 . For this lease, the Company will be required to record a right-of-use asset and lease liability equal to the present value of the remaining lease payments upon adoption of this update. The new standard requires lessees to apply a dual lease classification 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 today. The Company will adopt this new guidance upon its effective date on January 1, 2019 and will continue to evaluate the impact of this guidance until it becomes effective. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. Early adoption is permitted for reporting periods beginning after December 15, 2018. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The Company is currently evaluating the impact of this new guidance. In June 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting as an amendment and update expanding the scope of Topic 718. The amendment specifies that Topic 718 now applies to all share-based payment transactions, even non-employee awards, in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. Under the new guidance, awards to nonemployees are measured on the grant date, rather than on the earlier of the performance commitment date or the date at which the nonemployee’s performance is complete. Also, the awards would be measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. In addition, entities may use the expected term to measure nonemployee awards or elect to use the contractual term as the expected term, on an award-by-award basis. The new guidance is effective for the Company in annual periods beginning after December 15, 2018, and interim periods within those annual periods, however early adoption is permitted. The Company is currently evaluating the impact of this new guidance. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the 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. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate Investments, Net [Abstract] | |
Schedule of future minimum rental payments for operating leases | The following table presents future minimum base cash rental payments due to the Company subsequent to September 30, 2018 . 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 Cash Rental Payments 2018 (remainder) $ 12,668 2019 50,391 2020 46,649 2021 42,202 2022 38,713 Thereafter 145,331 $ 335,954 The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter: (In thousands) Future Minimum Base Rent Payments 2018 (remainder) $ 1,187 2019 4,746 2020 4,746 2021 4,746 2022 4,746 Thereafter 216,738 Total $ 236,909 |
Schedule of intangible assets and goodwill | Acquired intangible assets and lease liabilities consist of the following as of September 30, 2018 and December 31, 2017 : September 30, 2018 December 31, 2017 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 57,376 $ 25,312 $ 32,064 $ 62,142 $ 22,147 $ 39,995 Other intangibles 31,447 4,641 26,806 31,447 3,767 27,680 Below-market ground lease 2,482 113 2,369 2,482 76 2,406 Above-market leases 9,649 3,826 5,823 9,883 2,955 6,928 Total intangible assets $ 100,954 $ 33,892 $ 67,062 $ 105,954 $ 28,945 $ 77,009 Intangible liabilities: Below-market lease liabilities $ 33,104 $ 11,050 $ 22,054 $ 34,068 $ 9,315 $ 24,753 |
Finite-lived intangible assets amortization expense | The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangibles and amortization and accretion of above- and below-market lease assets and liabilities, net, for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2018 2017 2018 2017 Amortization of in-place leases and other intangibles (1) $ 2,527 $ 2,877 $ 8,805 $ 9,113 Amortization and (accretion) of above- and below-market leases, net (2) $ (496 ) $ (512 ) $ (1,594 ) $ (1,607 ) Amortization of below-market ground lease (3) $ 12 $ 13 $ 37 $ 37 _______________ (1) Reflected within depreciation and amortization expense. (2) Reflected within rental income. (3) Reflected within property operating expense. |
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 as of September 30, 2018 : (In thousands) 2018 (October 1 - December 31) 2019 2020 2021 2022 In-place leases $ 2,309 $ 8,149 $ 6,398 $ 5,188 $ 3,816 Other intangibles 291 1,165 1,165 937 708 Total to be included in depreciation and amortization $ 2,600 $ 9,314 $ 7,563 $ 6,125 $ 4,524 Above-market lease assets $ 362 $ 1,256 $ 1,137 $ 1,064 $ 847 Below-market lease liabilities (855 ) (3,049 ) (2,635 ) (2,328 ) (1,789 ) Total to be included in rental income $ (493 ) $ (1,793 ) $ (1,498 ) $ (1,264 ) $ (942 ) |
Mortgage Notes Payable, Net (Ta
Mortgage Notes Payable, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | The Company’s mortgage notes payable, net as of September 30, 2018 and December 31, 2017 are as follows: Outstanding Loan Amount Portfolio Encumbered Properties September 30, December 31, Effective Interest Rate Interest Rate Maturity (In thousands) (In thousands) 123 William Street (1) 1 $ 140,000 $ 140,000 4.73 % Fixed Mar. 2027 1140 Avenue of the Americas 1 99,000 99,000 4.17 % Fixed Jul. 2026 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 2 50,000 — 4.58 % Fixed May 2028 Mortgage notes payable, gross 4 289,000 239,000 4.51 % Less: deferred financing costs, net (2) — (7,243 ) (5,483 ) Mortgage notes payable, net 4 $ 281,757 $ 233,517 _____________________ (1) As of September 30, 2018 , $2.5 million of the proceeds from the Company’s loan agreement with Barclays Bank PLC remained in escrow, to be released to the Company in accordance with the conditions under the loan, in connection with leasing activity, tenant improvements, leasing commissions and free rent obligations related to this property, and is included in restricted cash on the unaudited consolidated balance sheet. (2) 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. |
Schedule of maturities of long-term debt | The following table summarizes the scheduled aggregate principal payments subsequent to September 30, 2018 : (In thousands) Future Minimum Principal Payments 2018 (remainder) $ — 2019 — 2020 — 2021 — 2022 — Thereafter 289,000 Total $ 289,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of instruments note reported at fair value | The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheet are reported below: September 30, 2018 December 31, 2017 (In thousands) Level Gross Principal Balance Fair Value Gross Principal Balance Fair Value Mortgage note payable — 123 William Street 3 $ 140,000 $ 141,000 $ 140,000 $ 147,531 Mortgage note payable — 1140 Avenue of the Americas 3 $ 99,000 $ 96,058 $ 99,000 $ 100,036 Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 3 $ 50,000 $ 49,757 $ — $ — |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of repurchased shares | The following table reflects the number of shares repurchased cumulatively through September 30, 2018 . Numbers of Shares Repurchased Weighted-Average Price per Share Cumulative repurchases as of December 31, 2017 (1) 1,004,793 $ 22.48 Nine months ended September 30, 2018 (2) (3) 254,941 20.26 Cumulative repurchases as of September 30, 2018 1,259,734 22.03 (1) Includes (i) 276,624 shares repurchased during the three months ended March 31, 2017 for approximately $5.6 million at a weighted-average price per share of $20.15 , (ii) 578 shares repurchased during the three months ended June 30, 2017 for approximately $13,700 at a weighted-average price per share of $23.68 , (iii) 82,256 shares repurchased during the three months ended September 30, 2017, for approximately $1.7 million at a weighted-average price per share of $21.25 . During the three months ended September 30, 2017, following the effectiveness of the amendment and restatement of the SRP, the Company’s board of directors approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to June 30, 2017, which were fulfilled during the three months ended September 30, 2017. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP. (2) In January 2018, the Company’s board of directors approved the repurchase requests made pursuant to the SRP during the period from July 1, 2017 to December 31, 2017, which resulted in the repurchase of 99,131 shares for approximately $2.0 million at a weighted-average price per share of $20.26 and 10,183 shares were repurchased from an individual stockholder in a privately negotiated transaction during January 2018 for approximately $0.2 million at a weighted-average price per share of $20.26 . |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments for operating leases | The following table presents future minimum base cash rental payments due to the Company subsequent to September 30, 2018 . 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 Cash Rental Payments 2018 (remainder) $ 12,668 2019 50,391 2020 46,649 2021 42,202 2022 38,713 Thereafter 145,331 $ 335,954 The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter: (In thousands) Future Minimum Base Rent Payments 2018 (remainder) $ 1,187 2019 4,746 2020 4,746 2021 4,746 2022 4,746 Thereafter 216,738 Total $ 236,909 |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of amount contractually due and forgiven in connection with operation related services | The following table details amounts incurred in connection with the Company’s operations-related services described above as of and for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, Payable (receivable) as of (In thousands) 2018 2017 2018 2017 September 30, 2018 December 31, 2017 Acquisition fees and reimbursements: Acquisition fees and related cost reimbursements $ — $ — $ — $ — $ — $ — Financing coordination fees (1) — — 375 1,050 — — Ongoing fees: Asset and property management fees to related parties 1,532 1,515 4,633 4,566 (33 ) (3) (18 ) (3) Professional fees and other reimbursements (2) 1,214 988 3,639 2,644 280 (4) (5) 527 (4) (5) Distributions on Class B units (2) — 61 39 180 — 20 (5) Total related party operation fees and reimbursements $ 2,746 $ 2,564 $ 8,686 $ 8,440 $ 247 $ 529 _____________________ (1) Included as a deferred financing cost within mortgage notes payable, net on the unaudited and audited consolidated balance sheets, respectively. (2) Amounts for the three and nine mont h s ended September 30, 2018 and 2017 are included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss. (3) Included in prepaid expenses and other assets on the unaudited and audited consolidated balance sheets, respectively. (4) Balance includes costs which were incurred and accrued due to ANST and a subsidiary of RCAP which were related parties of the Company. See above for further details on the status of the ANST and RCAP relationship. (5) Included in accounts payable, accrued expense and other liabilities on the unaudited and audited consolidated balance sheets, respectively. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of restricted share awards activity | The following table displays restricted share award activity during the nine months ended September 30, 2018 : Number of Weighted-Average Issue Price Unvested, December 31, 2017 11,165 $ 22.14 Granted 4,440 20.26 Vested (2,979 ) 22.14 Forfeited — — Unvested, September 30, 2018 12,626 21.48 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of earnings per share | The following is a summary of the basic and diluted net loss per share computation for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net loss (in thousands) $ (5,865 ) $ (5,877 ) $ (18,978 ) $ (16,025 ) Basic and diluted weighted average shares outstanding 31,180,373 31,106,250 31,313,567 30,956,152 Basic and diluted net loss per share $ (0.19 ) $ (0.19 ) $ (0.61 ) $ (0.52 ) |
Schedule of antidilutive securities excluded from computation of earnings per share | The Company had the following weighted-average common share equivalents as of September 30, 2018 and 2017 , which were excluded from the calculation of diluted net loss per share attributable to stockholders as the effect would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Unvested restricted shares 12,625 6,932 12,625 6,932 OP units 90 90 90 90 Class B units 159,159 159,159 159,159 159,159 Total weighted-average anti-dilutive common share equivalents 171,874 166,181 171,874 166,181 |
Organization (Details)
Organization (Details) $ / shares in Units, ft² in Millions | Sep. 30, 2018USD ($)ft²employeeproperty$ / sharesshares | Apr. 24, 2014USD ($)$ / sharesshares | Jul. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Dec. 31, 2017$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of real estate properties | property | 6 | ||||
Net rentable area | ft² | 1.1 | ||||
Aggregate purchase price of real estate | $ | $ 686,100,000 | ||||
Stock available for issuance in IPO (in shares) | shares | 300,000,000 | 300,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Common stock, shares outstanding (in shares) | shares | 30,990,448 | 31,382,120 | |||
Proceeds from issuance of common stock | $ | $ 776,000,000 | $ 2,700,000 | $ 2,400,000 | ||
Proceeds from Issuance of common stock, dividend reinvestment plan | $ | $ 68,800,000 | ||||
Special Limited Partner | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | shares | 8,888 | ||||
Contributed capital | $ | $ 2,020 | ||||
Limited partner units (in shares) | shares | 90 | ||||
New York City Operating Partnership, L.P. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of employees | employee | 0 | ||||
Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock available for issuance in IPO (in shares) | shares | 30,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Repurchase price (in dollars per share) | $ / shares | $ 25 | ||||
Maximum offering amount (up to) | $ | $ 750,000,000 |
Real Estate Investments (Minimu
Real Estate Investments (Minimum Rental Payments) (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Real Estate Investments, Net [Abstract] | |
2018 (remainder) | $ 12,668 |
2,019 | 50,391 |
2,020 | 46,649 |
2,021 | 42,202 |
2,022 | 38,713 |
Thereafter | 145,331 |
Total | $ 335,954 |
Real Estate Investments (Summar
Real Estate Investments (Summary of Intangible Assets and Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Intangible assets: | ||
Gross Carrying Amount | $ 100,954 | $ 105,954 |
Accumulated Amortization | 33,892 | 28,945 |
Net Carrying Amount | 67,062 | 77,009 |
Intangible liabilities: | ||
Gross Carrying Amount, Below-market lease liabilities | 33,104 | 34,068 |
Accumulated Amortization, Below-market lease liabilities | 11,050 | 9,315 |
Net Carrying Amount, Below-market lease liabilities | 22,054 | 24,753 |
In-place leases | ||
Intangible assets: | ||
Gross Carrying Amount | 57,376 | 62,142 |
Accumulated Amortization | 25,312 | 22,147 |
Net Carrying Amount | 32,064 | 39,995 |
Other intangibles | ||
Intangible assets: | ||
Gross Carrying Amount | 31,447 | 31,447 |
Accumulated Amortization | 4,641 | 3,767 |
Net Carrying Amount | 26,806 | 27,680 |
Below-market ground lease | ||
Intangible assets: | ||
Gross Carrying Amount | 2,482 | 2,482 |
Accumulated Amortization | 113 | 76 |
Net Carrying Amount | 2,369 | 2,406 |
Above-market leases | ||
Intangible assets: | ||
Gross Carrying Amount | 9,649 | 9,883 |
Accumulated Amortization | 3,826 | 2,955 |
Net Carrying Amount | $ 5,823 | $ 6,928 |
Real Estate Investments (Summ_2
Real Estate Investments (Summary of Amortization and Accretion of Market Lease Assets and Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization and (accretion) of above- and below-market leases, net | $ (1,557) | $ (1,570) | ||
Depreciation and Amortization | Amortization of in-place leases and other intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases and other intangibles | $ 2,527 | $ 2,877 | 8,805 | 9,113 |
Rental Income | Amortization and (accretion) of above- and below-market leases, net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization and (accretion) of above- and below-market leases, net | (496) | (512) | (1,594) | (1,607) |
Property Operating Expense | Amortization of below-market ground lease | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases and other intangibles | $ 12 | $ 13 | $ 37 | $ 37 |
Real Estate Investments (Summ_3
Real Estate Investments (Summary of Future Amortization Expense) (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Depreciation and Amortization | |
Leases and Other Intangibles | |
2018 (October 1 - December 31) | $ 2,600 |
2,019 | 9,314 |
2,020 | 7,563 |
2,021 | 6,125 |
2,022 | 4,524 |
Depreciation and Amortization | In-place leases | |
Leases and Other Intangibles | |
2018 (October 1 - December 31) | 2,309 |
2,019 | 8,149 |
2,020 | 6,398 |
2,021 | 5,188 |
2,022 | 3,816 |
Depreciation and Amortization | Other intangibles | |
Leases and Other Intangibles | |
2018 (October 1 - December 31) | 291 |
2,019 | 1,165 |
2,020 | 1,165 |
2,021 | 937 |
2,022 | 708 |
Rental Income | |
Below-market lease liabilities | |
2018 (October 1 - December 31) | (855) |
2,019 | (3,049) |
2,020 | (2,635) |
2,021 | (2,328) |
2,022 | (1,789) |
Total to be included in rental income | |
2018 (October 1 - December 31) | (493) |
2,019 | (1,793) |
2,020 | (1,498) |
2,021 | (1,264) |
2,022 | (942) |
Rental Income | Above-market leases | |
Leases and Other Intangibles | |
2018 (October 1 - December 31) | 362 |
2,019 | 1,256 |
2,020 | 1,137 |
2,021 | 1,064 |
2,022 | $ 847 |
Real Estate Investments (Narrat
Real Estate Investments (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
421 W. 54th Street | In-place leases | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization of intangible assets | $ 0.3 |
Mortgage Notes Payable, Net (Mo
Mortgage Notes Payable, Net (Mortgage Note) (Details) $ in Thousands | Sep. 30, 2018USD ($)property | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||
Mortgage notes payable, gross | $ 289,000 | |
Mortgage notes payable, net | $ 281,757 | $ 233,517 |
Mortgages | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 4 | |
Mortgage notes payable, gross | $ 289,000 | 239,000 |
Less: deferred financing costs, net | (7,243) | (5,483) |
Mortgage notes payable, net | $ 281,757 | 233,517 |
Effective Interest Rate | 4.51% | |
123 William Street | ||
Debt Instrument [Line Items] | ||
Escrow deposit | $ 2,500 | |
123 William Street | Mortgages | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Mortgage notes payable, gross | $ 140,000 | 140,000 |
Effective Interest Rate | 4.73% | |
1140 Avenue of the Americas | Mortgages | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Mortgage notes payable, gross | $ 99,000 | 99,000 |
Effective Interest Rate | 4.17% | |
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Mortgages | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 2 | |
Mortgage notes payable, gross | $ 50,000 | $ 0 |
Effective Interest Rate | 4.58% |
Mortgage Notes Payable, Net - N
Mortgage Notes Payable, Net - Narrative (Details) | Apr. 13, 2018USD ($)subsidiary | Sep. 30, 2018USD ($) |
Debt Instrument [Line Items] | ||
Debt instrument, collateral amount | $ 535,700,000 | |
Subsidiaries | Loans Payable | ||
Debt Instrument [Line Items] | ||
Number of subsidiaries that entered into a loan agreement | subsidiary | 2 | |
Loan amount | $ 50,000,000 | |
Fixed interest rate, percent | 4.516% | |
Escrow deposit | $ 600,000 | |
Proceeds from issuance of secured debt | $ 47,100,000 | |
Redemption price, percent | 115.00% | |
Debt covenant, minimum net worth requirement | $ 57,500,000 | |
Debt covenant, minimum liquid assets requirement | $ 3,000,000 |
Mortgage Notes Payable, Net (_2
Mortgage Notes Payable, Net (Mortgage Principal Payments) (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2018 (remainder) | $ 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 289,000 |
Total | $ 289,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Financial Instruments Not Carried at Fair Value) (Details) - Mortgages note payable - Significant unobservable inputs - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
123 William Street | Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | $ 140,000 | $ 140,000 |
123 William Street | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 141,000 | 147,531 |
1140 Avenue of the Americas | Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 99,000 | 99,000 |
1140 Avenue of the Americas | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 96,058 | 100,036 |
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 50,000 | 0 |
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | $ 49,757 | $ 0 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 09, 2018 | Sep. 30, 2018 | Jul. 24, 2018 | Jun. 15, 2018 | Mar. 20, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Mar. 06, 2018 | Jan. 31, 2018 | May 31, 2014 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Equity, Class of Treasury Stock [Line Items] | |||||||||||||||||
Common stock, shares outstanding (in shares) | 30,990,448 | 30,990,448 | 31,382,120 | 30,990,448 | |||||||||||||
Dividends declared per share (in dollars per share) | $ 1.5125000013 | $ 0 | $ 0.39 | $ 0.24 | $ 1.13 | ||||||||||||
Shares issued during period (in shares) | 210,014 | 500,000 | 139,993 | 140,000 | |||||||||||||
Stock price (in dollars per shares) | $ 12.95 | $ 17.03 | |||||||||||||||
Proceeds from issuance of common stock | $ 776 | $ 2.7 | $ 2.4 | ||||||||||||||
Authorized percent of shares outstanding for repurchase for fiscal semester | 2.50% | 2.50% | 2.50% | ||||||||||||||
Authorized percent of shares outstanding for repurchase for fiscal year | 5.00% | 5.00% | 5.00% | ||||||||||||||
Shares repurchased (in shares) | 10,183 | 82,256 | 578 | 276,624 | 99,131 | 254,941 | |||||||||||
One Year | Maximum | |||||||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||||||
Percentage of value of capital paid | 92.50% | 92.50% | 92.50% | ||||||||||||||
Two Years | Maximum | |||||||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||||||
Percentage of value of capital paid | 95.00% | 95.00% | 95.00% | ||||||||||||||
Three Years | Maximum | |||||||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||||||
Percentage of value of capital paid | 97.50% | 97.50% | 97.50% | ||||||||||||||
Four Years | Maximum | |||||||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||||||
Percentage of value of capital paid | 100.00% | 100.00% | 100.00% | ||||||||||||||
Subsequent Event | |||||||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||||||
Shares repurchased (in shares) | 145,627 |
Common Stock Repurchased Shares
Common Stock Repurchased Shares (Details) - USD ($) | Oct. 09, 2018 | Jan. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2018 |
Numbers of Shares Repurchased | |||||||
Cumulative repurchases as of December 31, 2017 (in shares) | 1,004,793 | 1,004,793 | |||||
Nine months ended September 30, 2018 (in shares) | 10,183 | 82,256 | 578 | 276,624 | 99,131 | 254,941 | |
Cumulative repurchases as of September 30, 2018 (in shares) | 1,004,793 | 1,259,734 | |||||
Weighted-Average Price per Share | |||||||
Cumulative repurchases as of December 31, 2017 (in dollars per share) | $ 22.48 | $ 22.48 | |||||
Nine months ended September 30, 2018 (in dollars per share) | $ 20.26 | $ 21.25 | $ 23.68 | $ 20.15 | $ 20.26 | 20.26 | |
Cumulative repurchases as of September 30, 2018 (in dollars per share) | $ 22.48 | $ 22.03 | |||||
Common stock repurchases | $ 200,000 | $ 1,700,000 | $ 13,700 | $ 5,600,000 | $ 2,000,000 | $ 10,269,000 | |
Share Repurchase Program, Shares Repurchased Following Death or Qualifying Disability | |||||||
Weighted-Average Price per Share | |||||||
Percentage of stock repurchase requests approved during the period | 100.00% | ||||||
Subsequent Event | |||||||
Numbers of Shares Repurchased | |||||||
Nine months ended September 30, 2018 (in shares) | 145,627 | ||||||
Weighted-Average Price per Share | |||||||
Nine months ended September 30, 2018 (in dollars per share) | $ 20.26 | ||||||
Common stock repurchases | $ 3,000,000 |
Commitments and Contingencies F
Commitments and Contingencies Future Minimum Lease Payments Due (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2018 (remainder) | $ 1,187 |
2,019 | 4,746 |
2,020 | 4,746 |
2,021 | 4,746 |
2,022 | 4,746 |
Thereafter | 216,738 |
Total | $ 236,909 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Ground lease expense | $ 1.2 | $ 1.2 | $ 3.6 | $ 3.6 |
Related Party Transactions an_3
Related Party Transactions and Arrangements (Details) - shares | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Common stock, shares outstanding (in shares) | 30,990,448 | 31,382,120 |
Special Limited Partner | ||
Related Party Transaction [Line Items] | ||
Common stock, shares outstanding (in shares) | 8,888 |
Related Party Transactions an_4
Related Party Transactions and Arrangements (Fees and Participations Paid in Connection With the Operations of the Company) (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2015 |
Related Party Transaction [Line Items] | ||||||
Expenses incurred | $ 2,746,000 | $ 2,564,000 | $ 8,686,000 | $ 8,440,000 | ||
Sales Commissions and Dealer Manager Fees | ||||||
Related Party Transaction [Line Items] | ||||||
Share price (in dollars per share) | $ 22.50 | |||||
Advisor | New York City Reit Advisors, LLC | Contract Purchase Price | ||||||
Related Party Transaction [Line Items] | ||||||
Acquisition fees as a percentage of benchmark | 1.50% | 1.50% | 1.50% | |||
Expected acquisition fees | 0.50% | 0.50% | 0.50% | |||
Financing advance fees as a percentage of benchmark, expected third party costs | 0.10% | 0.10% | 0.10% | |||
Quarterly asset management fee earned by related party | 0.1875% | |||||
Unearned class B units (in shares) | 159,159 | |||||
Monthly asset management fee | 0.0625% | 0.0625% | 0.0625% | |||
Advisor | New York City Reit Advisors, LLC | Contract Purchase Price | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Acquisition fees as a percentage of benchmark | 4.50% | 4.50% | 4.50% | |||
Financing advance fees as a percentage of benchmark | 1.50% | 1.50% | 1.50% | |||
Advisor | New York City Reit Advisors, LLC | Amount Available or Outstanding Under Financing Arrangement | ||||||
Related Party Transaction [Line Items] | ||||||
Financing coordination fees earned by related party | 0.75% | 0.75% | 0.75% | |||
Advisor | New York City Reit Advisors, LLC | 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% | 6.00% | 6.00% | |||
Advisor | New York City Reit Advisors, LLC | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | ||||||
Related Party Transaction [Line Items] | ||||||
Property management fees earned by related party | 4.00% | 4.00% | 4.00% | |||
Advisor | New York City Reit Advisors, LLC | Average Invested Assets | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Operating expenses as a percentage of benchmark | 2.00% | 2.00% | 2.00% | |||
Advisor | New York City Reit Advisors, LLC | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Operating expenses as a percentage of benchmark | 25.00% | 25.00% | 25.00% | |||
Acquisition fees and related cost reimbursements | Advisor | New York City Reit Advisors, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred | $ 0 | 0 | $ 0 | 0 | ||
Annual Targeted Investor Return | Advisor | New York City Reit Advisors, LLC | 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% | 6.00% | 6.00% | 6.00% | ||
Asset Management Fees | Advisor | New York City Reit Advisors, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount | $ 1,400,000 | 1,400,000 | $ 4,200,000 | 4,100,000 | ||
Property Management Fees | Advisor | New York City Reit Advisors, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount | 100,000 | 100,000 | 400,000 | 500,000 | ||
Reimbursement of Costs and Expenses | Advisor | New York City Reit Advisors, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount | $ 1,200,000 | $ 1,000,000 | $ 3,600,000 | $ 2,600,000 |
Related Party Transactions an_5
Related Party Transactions and Arrangements (Fees and Participations Paid in Connection With the Operations of the Company, Incurred, Waived and Payable) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Expenses incurred | $ 2,746 | $ 2,564 | $ 8,686 | $ 8,440 | |
Payable (Receivable) | 247 | 247 | $ 529 | ||
Acquisition fees and related cost reimbursements | Acquisition fees and reimbursements: | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 0 | 0 | 0 | 0 | |
Payable (Receivable) | 0 | 0 | 0 | ||
Financing coordination fees | Acquisition fees and reimbursements: | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 0 | 0 | 375 | 1,050 | |
Payable (Receivable) | 0 | 0 | 0 | ||
Asset and property management fees to related parties | Ongoing fees: | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 1,532 | 1,515 | 4,633 | 4,566 | |
Payable (Receivable) | (33) | (33) | (18) | ||
Professional fees and other reimbursements | Ongoing fees: | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 1,214 | 988 | 3,639 | 2,644 | |
Payable (Receivable) | 280 | 280 | 527 | ||
Distributions on Class B units | Ongoing fees: | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 0 | $ 61 | 39 | $ 180 | |
Payable (Receivable) | $ 0 | $ 0 | $ 20 |
Related Party Transactions an_6
Related Party Transactions and Arrangements (Fees and Participations Paid in Connection with the Liquidation or Listing) (Details) - Advisor - New York City Reit Advisors, LLC - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 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% | 6.00% | |||
Subordinated performance fee as a percentage of benchmark | 15.00% | 15.00% | |||
Pre-tax Non-compounded Return on Capital Contribution | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Subordinated performance fee as a percentage of benchmark | 10.00% | 10.00% | |||
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% | 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% | 15.00% | |||
Distribution upon nonrenewal of advisory agreement, percentage of benchmark | 15.00% | 15.00% | |||
Brokerage Commission Fees | Contract Sales Price | |||||
Related Party Transaction [Line Items] | |||||
Real estate commissions as a percentage of benchmark | 2.00% | 2.00% | |||
Brokerage Commission Fees | Contract Sales Price | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Real estate commissions as a percentage of benchmark | 50.00% | 50.00% | |||
Real Estate Commissions | |||||
Related Party Transaction [Line Items] | |||||
Payments for brokerage fees | $ 0 | $ 0 | $ 0 | $ 0 | |
Real Estate Commissions | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Real estate commissions as a percentage of benchmark | 6.00% | 6.00% | |||
Annual Targeted Investor Return | |||||
Related Party Transaction [Line Items] | |||||
Sales proceeds due to related party | $ 0 | ||||
Incentive distribution | 0 | 0 | $ 0 | 0 | |
Termination distribution | $ 0 | 0 | $ 0 | 0 | |
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% | 6.00% | 6.00% | ||
Professional Fees | |||||
Related Party Transaction [Line Items] | |||||
Performance fees | $ 0 | $ 0 | $ 0 | $ 0 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 31, 2017 | Jul. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | $ 73,000 | $ 36,000 | ||||
Shares issued in period, in lieu of cash (in shares) | 0 | 0 | 0 | 0 | ||
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 | |||||
Authorized number of automatic shares (in shares) | $ 30,000 | |||||
Award vesting period | 5 years | |||||
Maximum authorized amount as a percentage of shares authorized | 5.00% | |||||
Number of shares authorized (in shares) | 1,500,000 | 1,500,000 | ||||
Nonvested awards, compensation cost not yet recognized | $ 300,000 | $ 300,000 | ||||
Nonvested awards, compensation cost not yet recognized, period for recognition | 3 years 7 months 6 days | |||||
Share-based compensation | $ 39,869 | $ 12,000 | $ 73,031 | $ 36,000 | ||
Year 1 | Restricted Share Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Periodic vesting percentage | 20.00% | |||||
Year 2 | Restricted Share Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Periodic vesting percentage | 20.00% | |||||
Year 3 | Restricted Share Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Periodic vesting percentage | 20.00% | |||||
Year 4 | Restricted Share Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Periodic vesting percentage | 20.00% | |||||
Year 5 | Restricted Share Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Periodic vesting percentage | 20.00% |
Share-Based Compensation (Activ
Share-Based Compensation (Activity) (Details) - Restricted Share Plan - Restricted Stock | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of Restricted Shares | |
Beginning Balance, Unvested (in shares) | shares | 11,165 |
Granted (in shares) | shares | 4,440 |
Vested (in shares) | shares | (2,979) |
Forfeited (in shares) | shares | 0 |
Ending Balance, Unvested (in shares) | shares | 12,626 |
Weighted-Average Issue Price | |
Unvested Beginning Balance (in dollars per share) | $ / shares | $ 22.14 |
Granted (in dollars per share) | $ / shares | 20.26 |
Vested (in dollars per share) | $ / shares | 22.14 |
Forfeited (in dollars per share) | $ / shares | 0 |
Unvested Ending Balance (in dollars per share) | $ / shares | $ 21.48 |
Net Loss Per Share (Calculation
Net Loss Per Share (Calculations for EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||||
Net loss | $ (5,865) | $ (5,877) | $ (18,978) | $ (16,025) |
Basic and diluted weighted average shares outstanding (in shares) | 31,180,373 | 31,106,250 | 31,313,567 | 30,956,152 |
Basic and diluted net loss per share (in dollars per share) | $ (0.19) | $ (0.19) | $ (0.61) | $ (0.52) |
Net Loss Per Share (Shares Excl
Net Loss Per Share (Shares Excluded From Calculation) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 171,874 | 166,181 | 171,874 | 166,181 |
Unvested restricted shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 12,625 | 6,932 | 12,625 | 6,932 |
OP units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 90 | 90 | 90 | 90 |
Class B units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 159,159 | 159,159 | 159,159 | 159,159 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 17, 2018 | Oct. 09, 2018 | Jan. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2018 |
Subsequent Event [Line Items] | ||||||||
Shares repurchased (in shares) | 10,183 | 82,256 | 578 | 276,624 | 99,131 | 254,941 | ||
Common stock repurchases | $ 200,000 | $ 1,700,000 | $ 13,700 | $ 5,600,000 | $ 2,000,000 | $ 10,269,000 | ||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares repurchased (in shares) | 145,627 | |||||||
Common stock repurchases | $ 3,000,000 | |||||||
Share repurchase program, authorized weighted average price per share (in USD per share) | $ 20.26 | |||||||
Subsequent Event | Mortgages note payable | ||||||||
Subsequent Event [Line Items] | ||||||||
Loan amount | $ 10,000,000 | |||||||
Subsequent Event | Medical Office Building | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments to acquire real estate | $ 15,900,000 |