Document_and_Entity_Informatio
Document and Entity Information | 5 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document - Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC. | ' |
Entity Central Index Key | '0001609234 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 11,554 |
BALANCE_SHEET
BALANCE SHEET (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
ASSETS | ' |
Cash | $1 |
Total assets | 1 |
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | ' |
Accounts payable and accrued expenses | 1,619 |
Total liabilities | 1,619 |
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 11,554 shares of common stock issued and outstanding as of September 30, 2014 | 0 |
Additional paid-in capital | -1,574 |
Accumulated deficit during the development stage | -44 |
Total stockholder's equity (deficit) | -1,618 |
Total liabilities and stockholder's equity (deficit) | $1 |
BALANCE_SHEET_Parenthetical
BALANCE SHEET (Parenthetical) (USD $) | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ' |
Preferred stock, par value (in dollars per share) | $0.01 |
Preferred stock, shares authorized | 50,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value (in dollars per share) | $0.01 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares issued | 11,554 |
Common stock, shares outstanding | 11,554 |
STATEMENTS_OF_OPERATIONS_AND_C
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 5 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Income Statement [Abstract] | ' | ' |
Revenues | $0 | $0 |
Expenses: | ' | ' |
General and administrative | 28 | 44 |
Total expenses | 28 | 44 |
Net loss | -28 | -44 |
Comprehensive loss | ($28) | ($44) |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit During the Development Stage |
In Thousands, except Share data, unless otherwise specified | ||||
Beginning balance at Apr. 23, 2014 | $0 | $0 | $0 | $0 |
Beginning balance (in shares) at Apr. 23, 2014 | ' | 0 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Issuance of common stock (in shares) | ' | 8,888 | ' | ' |
Issuance of common stock | 200 | ' | 200 | ' |
Common stock offering costs | -1,775 | ' | -1,775 | ' |
Share-based compensation (in shares) | ' | 2,666 | ' | ' |
Share-based compensation | 1 | ' | 1 | ' |
Net loss | -44 | ' | ' | -44 |
Ending balance at Sep. 30, 2014 | ($1,618) | $0 | ($1,574) | ($44) |
Ending balance (in shares) at Sep. 30, 2014 | ' | 11,554 | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 5 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Cash flows from operating activities: | ' | ' |
Net loss | ($28) | ($44) |
Adjustment to reconcile net loss to net cash used in operating activities: | ' | ' |
Share-based compensation | 1 | 1 |
Changes in assets and liabilities: | ' | ' |
Accounts payable and accrued expenses | -87 | 155 |
Net cash provided by operating activities | -114 | 112 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | 0 | 200 |
Payments of offering costs | -220 | -1,124 |
Advances from affiliate | 335 | 813 |
Net cash used by financing activities | 115 | -111 |
Net change in cash | 1 | 1 |
Cash, beginning of period | 0 | 0 |
Cash, end of period | $1 | $1 |
Organization
Organization | 5 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization | ' |
Organization | |
American Realty Capital Healthcare Trust III, Inc. (the "Company") was incorporated on April 24, 2014 as a Maryland corporation that intends to elect and qualify to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2014. On August 20, 2014, the Company commenced its ongoing initial public offering (the "IPO") on a "reasonable best efforts" basis of up to $3.125 billion of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11 (File No. 333-196302) (as amended, the "Registration Statement"), filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. The Registration Statement also covers up to 26.3 million shares of common stock available pursuant to a distribution reinvestment plan (the "DRIP") under which common stockholders may elect to have their distributions reinvested in additional shares of common stock. | |
As of September 30, 2014, the Company had 11,554 shares of common stock outstanding, including unvested restricted shares, and had received total gross proceeds from the IPO of $0.2 million. As of September 30, 2014, the aggregate value of all share issuances and subscriptions of common stock outstanding, including issuances of restricted shares was $0.3 million based on a per share value of $25.00. Until the net asset value ("NAV") pricing date (as described below), the per share purchase price in the IPO will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will be equal to $23.75 per share, which is equal to 95% of the offering price in the IPO. Beginning with the NAV pricing date, the per share price for shares in the IPO and under the DRIP will vary quarterly and will be equal to the Company’s per share NAV as determined by American Realty Capital Healthcare III Advisors, LLC (the “Advisor”), plus applicable commissions and fees, in the case of the IPO, and the per share purchase price in the DRIP will be equal to the NAV per share. The Company reserves the right to reallocate shares covered in the Registration Statement between the IPO and the DRIP. The NAV pricing date means the date on which the Company files its Quarterly Report on Form 10-Q (or Annual Report on Form 10-K should such filing constitute the applicable quarterly financial filing) with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the second full fiscal quarter following the earlier of (i) the date on which the Company has invested all of the net proceeds of its IPO, plus the net proceeds from debt financing equal to its target leverage ratio, but excluding working capital reserves and facilities and (ii) August 20, 2017, which is three years from the effective date of the IPO. | |
The Company was formed to primarily acquire a diversified portfolio of healthcare-related assets including medical office buildings, seniors housing and other healthcare-related facilities. All such properties may be acquired and operated by the Company alone or jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate. As of September 30, 2014, the Company had not acquired any real estate investments. | |
Substantially all of the Company's business is conducted through American Realty Capital Healthcare Trust III Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holds all of the units of limited partner interests in the OP ("OP units"). Additionally, the Advisor expects to contribute $2,020 to the OP in exchange for 90 OP units, which will represent a nominal percentage of the aggregate OP ownership. A holder of limited partner interests 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, as allowed by the limited partnership agreement of the OP. The remaining rights of the holders of limited partner interests 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. | |
The Company has no paid employees. The Advisor has been retained to manage the Company's affairs on a day-to-day basis. The Company also has retained American Realty Capital Healthcare III Properties, LLC (the "Property Manager") to serve as the Company's property manager. Realty Capital Securities, LLC (the "Dealer Manager") serves as the dealer manager of the IPO. The Advisor, the Property Manager and the Dealer Manager are under common control with the parent of American Realty Capital VII, LLC (the "Sponsor"), the Company's sponsor, as a result of which they are related parties, and each of which will receive compensation, fees and other expense reimbursements for services related to the IPO and the investment and management of the Company's assets. The Advisor, Property Manager and Dealer Manager will receive fees during the Company's offering, acquisition, operational and liquidation stages. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 5 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended September 30, 2014 and the period from April 24, 2014 (date of inception) to September 30, 2014 are not necessarily indicative of the results for the entire year or any subsequent interim period. | |
These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the period from April 24, 2014 (date of inception) to May 21, 2014, which are included in the Registration Statement. There have been no significant changes to Company's significant accounting policies other than the updates described below. | |
Principles of Consolidation and Basis of Presentation | |
The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been 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. | |
Deferred Costs | |
Deferred costs consist of deferred offering costs. Deferred offering costs represent professional fees, fees paid to various regulatory agencies and other costs incurred in connection with registering to sell shares of the Company's common stock. As of September 30, 2014, the Company had no deferred costs. | |
Development Stage Entity | |
The Company complies with the reporting requirements of development stage entities ("DSEs"). Pursuant to the terms of the IPO, the Company must receive proceeds of $2.0 million in connection with the sale of common stock in order to break escrow and commence operations. As of September 30, 2014, the Company had not reached such threshold, purchased any properties or earned any income. Accordingly, earnings per share has not been completed and is not deemed meaningful for the period from April 24, 2014 (date of inception) to September 30, 2014. | |
Recent Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In April 2014, the FASB amended the requirements for reporting discontinued operations. Under the revised guidance, in addition to other disclosure requirements, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale, disposed of by sale or other than by sale. The Company has adopted the provisions of this guidance effective January 1, 2014, and have applied the provisions prospectively. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In May 2014, the FASB issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. | |
In June 2014, the FASB issued guidance updating the reporting requirements for DSEs. The updated guidance removes the financial reporting distinction between DSEs and other reporting entities from GAAP. Further, the guidance eliminates the requirements for DSEs to present inception-to-date information in the statements of income, cash flows and shareholder equity, label the financial statements as those of a DSE, disclose a description of the development stage activities in which the entity is engaged and disclose in the first year in which the entity is no longer a DSE that in prior years it had been in the development stage. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. Early adoption is permitted under GAAP for any annual period or interim period for which financial statements have not been issued or made available. Changes within the revised guidance will be applied retrospectively upon adoption. The Company has to date elected against early adoption, and will continue to evaluate the impact of the new guidance. |
Commitments_and_Contingencies
Commitments and Contingencies | 5 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Litigation | |
In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal 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. The Company did not own any properties as of September 30, 2014, 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 | 5 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions and Arrangements | ' |
Related Party Transactions and Arrangements | |
As of September 30, 2014, American Realty Capital Healthcare III Special Limited Partnership, LLC (the "Special Limited Partner"), an entity controlled by the Sponsor, owned 8,888 shares of the Company's outstanding common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. As of September 30, 2014, the Company had $0.8 million payable to affiliated entities, primarily related to funding the payment of regulatory filing fees, third party professional fees and offering costs. | |
Fees Paid in Connection with the IPO | |
The Dealer Manager is paid fees and compensation in connection with the sale of the Company's common stock in the IPO. The Dealer Manager is paid a selling commission of up to 7.0% of the per share purchase price of our offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager will receive up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer manager fee. The Dealer Manager may reallow its dealer manager fee to such participating broker-dealers. A participating broker dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer manager fees) by such participating broker dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option is elected, the dealer manager fee will be reduced to 2.5% of gross proceeds (not including selling commissions and dealer manager fees). No such fees have been incurred from the Dealer Manager during the period from April 24, 2014 (date of inception) to September 30, 2014. | |
The Advisor and its affiliates may receive compensation and reimbursement for services relating to the IPO, including transfer agent services provided by an affiliate of the Dealer Manager. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are charged to additional paid-in capital on the accompanying balance sheet as of September 30, 2014. During the period from April 24, 2014 (date of inception) to September 30, 2014, the Company has not incurred any offering costs reimbursements from the Advisor and Dealer Manager. The Company is responsible for offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds received from the IPO, measured at the end of the IPO. Offering costs in excess of the 2.0% cap as of the end of the IPO are the Advisor's responsibility. As of September 30, 2014, offering and related costs exceeded 2.0% of gross proceeds received from the IPO by $1.7 million, due to the on-going nature of the offering process and that many expenses were paid before the IPO commenced. | |
Fees Paid in Connection With the Operations of the Company | |
The Advisor will receive an acquisition fee of 1.5% of the contract purchase price of each property acquired (including the Company's pro rata share of any indebtedness assumed or incurred) or 1.5% of the amount advanced for a loan or other investment (including the Company's pro rata share of any indebtedness assumed or incurred in respect of the investment). The Advisor may be also reimbursed for acquisition costs incurred in the process of acquiring properties, which is expected to be approximately 0.5% of the contract purchase price. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees (as described below) payable with respect to a particular investment exceed 4.5% of the contract purchase price or 4.5% of the amount advanced for a loan or other investment. Once the proceeds from the IPO have been fully invested, the aggregate amount of acquisition fees and any financing coordination fees (as described below) may not exceed 2.0% of the contract purchase price for all the assets acquired. No acquisition fees were incurred or forgiven during the period from April 24, 2014 (date of inception) to September 30, 2014. | |
If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. No financing coordination fees were incurred during the period from April 24, 2014 (date of inception) to September 30, 2014. | |
For its asset management services, the OP will issue restricted Class B units in the OP ("Class B Units") to the Advisor on a quarterly basis in an amount equal to: (A) the excess of (i) the cost of the Company's assets multiplied by 0.1875% (or the lower of the cost of assets and the applicable quarterly NAV multiplied by 0.1875%, once the Company begins calculating NAV) less (ii) any amounts payable as an oversight fee for such calendar quarter divided by (B) 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 IPO price minus selling commissions and dealer manager fees) and, at such time as the Company calculates NAV, to per share NAV. 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 operating partnership’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, pre-tax, non-compounded return thereon, or the "economic hurdle"; or (b) any one of the following events occurs: (i) a listing of our common stock on a national securities exchange; (ii) a transaction to which we or our operating partnership is a party, as a result of which OP Units or our 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; provided that the advisor pursuant to the advisory agreement is providing services to us immediately prior to the occurrence of an event of the type described in this clause, unless the failure to provide such services is attributable to the termination without cause of the advisory agreement by an affirmative vote of a majority of our independent directors after the economic hurdle described above has been met. Such Class B units will be forfeited immediately if: (a) the advisory agreement is terminated other than by an affirmative vote of a majority of the Company's independent directors without cause. The value of issued Class B units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. The Advisor will receive distributions on unvested Class B units equal to the distribution rate received on the Company's common stock. Such distributions on issued Class B units will be expensed in the consolidated statement of operations and comprehensive loss until the performance condition is considered probable to occur. No Class B units have been approved by the Company's boad of directors for issuance as of September 30, 2014. | |
Unless the Company contracts with a third party, the Company will pay the Property Manager a property management fee of 1.5% of gross revenues from the Company's stand-alone, single-tenant net leased properties and 2.5% of gross revenues from all other types of properties, respectively. The Company will also reimburse 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. If the Company contracts directly with third parties fur such services, the Company will pay them customary market fees and will pay the Property Manager an oversight fee of up to 1.0% of the gross revenues of the property managed. No property management fees were incurred during the period from April 24, 2014 (date of inception) to September 30, 2014. | |
The Company will reimburse 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 reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will reimburse the Advisor for personnel costs in connection with other services during the operational stage; however, the Company may not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No reimbursement was incurred from the Advisor for providing services during the period from April 24, 2014 (date of inception) to September 30, 2014. | |
In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. If the Advisor waives certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor in cash. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs. No fees were forgiven or expenses were absorbed by the Advisor during the period from April 24, 2014 (date of inception) to September 30, 2014. | |
Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets | |
The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of the Company's total return to stockholders, payable annually in arrears, such that for any year in which the Company's total return on stockholders' capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, distributions or other event which results in the return on stockholders' capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the period from April 24, 2014 (date of inception) to September 30, 2014. | |
The Company will pay a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and 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 are provided in connection with the sale. No such fees were incurred during the period from April 24, 2014 (date of inception) to September 30, 2014. | |
The Company will pay the Special Limited Partner a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 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 the net sales proceeds unless investors have received a return of their capital plus a return equal to a 6.0% cumulative non-compounded return on their capital contributions. No participation in net sales proceeds was incurred during the period from April 24, 2014 (date of inception) to September 30, 2014. | |
If the Company's shares of common stock are listed on a national exchange, the Special Limited Partner will receive a subordinated incentive listing distribution from the OP equal to 15.0% of the amount by which the Company's market value plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Company cannot assure that it will provide this 6.0% return but the Special Limited Partner will not be entitled to the subordinated incentive listing distribution unless investors have received a 6.0% cumulative, pre-tax non-compounded return on their capital contributions. No such distribution was incurred during the period from April 24, 2014 (date of inception) to September 30, 2014. Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in the net sales proceeds and the subordinated listing distribution. | |
Upon termination or non-renewal of the advisory agreement with the Advisor, with or without cause, the Special Limited Partner will be entitled to receive distributions from the OP equal to 15% of the amount by which the sum of the Company's market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6% cumulative, pre-tax, non-compounded return to investors. The Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. |
Economic_Dependency
Economic Dependency | 5 Months Ended |
Sep. 30, 2014 | |
Economic Dependency [Abstract] | ' |
Economic Dependency | ' |
Economic Dependency | |
Under various agreements, the Company has engaged or will engage the Advisor and its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's common stock available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations. | |
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
ShareBased_Compensation
Share-Based Compensation | 5 Months Ended |
Sep. 30, 2014 | |
Share-based Compensation [Abstract] | ' |
Share-Based Compensation | ' |
Share-Based Compensation | |
Restricted Share Plan | |
The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 3.4 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). | |
Restricted share awards entitle the recipient to receive common shares from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares. | |
The fair value of the shares will be expensed over the vesting period of five years. There have been 2,666 restricted shares granted under the RSP at $22.50 per share during the period from April 24, 2014 (date of inception) to September 30, 2014. Compensation expense related to restricted stock of $1,000 for the period from April 24, 2014 (date of inception) to September 30, 2014 has been recorded in the Company’s financial statements. As of September 30, 2014, the Company had approximately $59,000 of unrecognized compensation cost related to unvested restricted stock award grants under the Company's RSP. That cost is expected to be recognized over a weighted average period of 4.9 years. | |
Other Share-Based Compensation | |
The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no such shares of common stock issued in lieu of cash during the period from April 24, 2014 (date of inception) to September 30, 2014. |
Subsequent_Events
Subsequent Events | 5 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following event: | |
Management Update | |
On November 12, 2014, in light of his recent appointment as chief executive officer of RCS Capital Corporation, Edward M. Weil, Jr. resigned from his roles as president, treasurer and secretary of the Company, effective as of that same date. Mr. Weil did not resign pursuant to any disagreement with the Company. Simultaneously with Mr. Weil’s resignation, the Company’s board of directors appointed Thomas P. D’Arcy, currently the chief executive officer of the Company, to serve as the Company’s president and secretary. Mr. D’Arcy will also continue to serve in his capacity as chief executive officer of the Company. Also simultaneously with Mr. Weil’s resignation, the Company’s board of directors appointed Edward F. Lange, Jr., currently the chief financial officer and chief operating officer of the Company, to serve as the Company’s treasurer. Mr. Lange will also continue to serve in his capacity as chief financial officer and chief operating officer of the Company. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies) | 5 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation and Basis of Presentation | ' |
Principles of Consolidation and Basis of Presentation | |
The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been 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. | |
Deferred Costs | ' |
Deferred Costs | |
Deferred costs consist of deferred offering costs. Deferred offering costs represent professional fees, fees paid to various regulatory agencies and other costs incurred in connection with registering to sell shares of the Company's common stock. As of September 30, 2014, the Company had no deferred costs. | |
Development Stage Entity | ' |
Development Stage Entity | |
The Company complies with the reporting requirements of development stage entities ("DSEs"). Pursuant to the terms of the IPO, the Company must receive proceeds of $2.0 million in connection with the sale of common stock in order to break escrow and commence operations. As of September 30, 2014, the Company had not reached such threshold, purchased any properties or earned any income. Accordingly, earnings per share has not been completed and is not deemed meaningful for the period from April 24, 2014 (date of inception) to September 30, 2014. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In April 2014, the FASB amended the requirements for reporting discontinued operations. Under the revised guidance, in addition to other disclosure requirements, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale, disposed of by sale or other than by sale. The Company has adopted the provisions of this guidance effective January 1, 2014, and have applied the provisions prospectively. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In May 2014, the FASB issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. | |
In June 2014, the FASB issued guidance updating the reporting requirements for DSEs. The updated guidance removes the financial reporting distinction between DSEs and other reporting entities from GAAP. Further, the guidance eliminates the requirements for DSEs to present inception-to-date information in the statements of income, cash flows and shareholder equity, label the financial statements as those of a DSE, disclose a description of the development stage activities in which the entity is engaged and disclose in the first year in which the entity is no longer a DSE that in prior years it had been in the development stage. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. Early adoption is permitted under GAAP for any annual period or interim period for which financial statements have not been issued or made available. Changes within the revised guidance will be applied retrospectively upon adoption. The Company has to date elected against early adoption, and will continue to evaluate the impact of the new guidance. |
Organization_Details
Organization (Details) (USD $) | 3 Months Ended | 5 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Aug. 20, 2014 | |
Operations [Line Items] | ' | ' | ' |
Stock available for issuance in public offering | ' | ' | $3,125,000,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 |
Share Price (in dollars per share) | $22.50 | $22.50 | ' |
Common stock, shares outstanding (in shares) | 11,554 | 11,554 | ' |
Proceeds from issuance of common stock | 0 | 200,000 | ' |
Common stock outstanding | 300,000 | 300,000 | ' |
Members or limited partners, ownership interest units (in shares) | 90 | 90 | ' |
Common Stock [Member] | ' | ' | ' |
Operations [Line Items] | ' | ' | ' |
Share Price (in dollars per share) | $25 | $25 | $25 |
Shares available for issuance under a distribution reinvestment plan (in shares) | ' | ' | 26,300,000 |
Common stock, shares outstanding (in shares) | 11,554 | 11,554 | ' |
Minimum [Member] | Common Stock [Member] | ' | ' | ' |
Operations [Line Items] | ' | ' | ' |
Share Price, DRIP (in dollars per share) | $23.75 | $23.75 | ' |
Share Price, DRIP, percentage of estimated value of common stock | 95.00% | 95.00% | ' |
American Realty Capital Healthcare II Special Limited Partner, LLC [Member] | Special Limited Partner [Member] | ' | ' | ' |
Operations [Line Items] | ' | ' | ' |
Limited partners' contributed capital | $2,020 | $2,020 | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 5 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Subscriptions required to break escrow | $2,000,000 |
Related_Party_Transactions_and1
Related Party Transactions and Arrangements (Details) (USD $) | Sep. 30, 2014 |
In Millions, except Share data, unless otherwise specified | |
Related Party Transaction [Line Items] | ' |
Share Price (in dollars per share) | $22.50 |
Dealer Manager [Member] | ' |
Related Party Transaction [Line Items] | ' |
Aggregate costs born by related party | ($1.70) |
Special Limited Partner [Member] | ' |
Related Party Transaction [Line Items] | ' |
Common stock held by related party (in shares) | 8,888 |
Maximum [Member] | ' |
Related Party Transaction [Line Items] | ' |
Liability for offering and related costs from IPO | 2.00% |
Gross Proceeds, Common Stock [Member] | Maximum [Member] | Dealer Manager [Member] | Realty Capital Securities, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Sales commissions as a percentage of benchmark | 7.00% |
Contract Purchase Price [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Acquisition fees as a percentage of benchmark | 1.50% |
Financing advance fees as a percentage of benchmark, expected third party costs | 0.50% |
Quarterly asset management fee earned | 0.19% |
Contract Purchase Price [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Acquisition fees as a percentage of benchmark | 4.50% |
Advance on Loan or Other Investment [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Financing advance fees as a percentage of benchmark | 1.50% |
Advance on Loan or Other Investment [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Financing advance fees as a percentage of benchmark | 4.50% |
Contract Purchase Price, All Assets Acquired [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Acquisition fees as a percentage of benchmark | 2.00% |
Gross Revenue, Managed Properties [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Oversight fees earned by related party | 1.00% |
Pre-tax Non-compounded Return on Capital Contribution [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Subordinated performance fee as a percentage of benchmark | 15.00% |
Pre-tax Non-compounded Return on Capital Contribution [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Subordinated performance fee as a percentage of benchmark | 10.00% |
Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Subordinated participation fees as a percentage of benchmark | 15.00% |
Distribution upon nonrenewal of advisory agreement | 15.00% |
Contract Sales Price [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Real estate commissions as a percentage of benchmark | 2.00% |
Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Subordinated performance fee as a percentage of benchmark | 15.00% |
Amount Available or Outstanding Under Financing Arrangement [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Financing coordination fees earned | 0.75% |
Gross Revenue, Stand-alone Single-tenant Net Leased Properties [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Property management fees earned | 1.50% |
Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Property management fees earned | 2.50% |
Acquisition and Related Expenses [Member] | ' |
Related Party Transaction [Line Items] | ' |
Due to affiliates | $0.80 |
Annual Targeted Investor Return [Member] | Pre-tax Non-compounded Return on Capital Contribution [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Brokerage Commission Fees [Member] | Contract Sales Price [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Real estate commissions as a percentage of benchmark | 50.00% |
Real Estate Commissions [Member] | Contract Sales Price [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Real estate commissions as a percentage of benchmark | 6.00% |
Option One [Member] | Gross Proceeds, Common Stock [Member] | Maximum [Member] | Dealer Manager [Member] | Realty Capital Securities, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Gross proceeds from the sales of common stock, before allowances | 3.00% |
Option One [Member] | Gross Proceeds, Common Stock [Member] | Maximum [Member] | Participating Broker-Dealer [Member] | ' |
Related Party Transaction [Line Items] | ' |
Brokerage fee as a percentage of benchmark | 7.50% |
Brokerage fees as a percentage of benchmark, initial grant | 2.50% |
Brokerage fees as a percentage of benchmark, periodic payment | 1.00% |
Option Two [Member] | Gross Proceeds, Common Stock [Member] | Dealer Manager [Member] | Realty Capital Securities, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Sales commissions as a percentage of benchmark | 2.50% |
Greater Of [Member] | Average Invested Assets [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Operating expenses as a percentage of benchmark | 2.00% |
Greater Of [Member] | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets [Member] | Maximum [Member] | Advisor [Member] | American Realty Capital Healthcare II Advisors, LLC [Member] | ' |
Related Party Transaction [Line Items] | ' |
Operating expenses as a percentage of benchmark | 25.00% |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 5 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | $1 | $1 |
Restricted Share Plan [Member] | Restricted Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares granted automatically upon election to board of directors (in shares) | 1,333 | 1,333 |
Periodic vesting percentage | 20.00% | 20.00% |
Maximum authorized amount as a percentage of shares authorized | ' | 5.00% |
Number of shares authorized (in shares) | 3,400,000 | 3,400,000 |
Vesting period | ' | '5 years |
Shares issued (in shares) | 2,666 | 2,666 |
Granted share price (in dollars per share) | ' | $22.50 |
Share-based compensation | ' | 1 |
Unrecognized compensation costs | $59 | $59 |
Weighted average period of recognition | ' | '4 years 10 months 17 days |