Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC. | |
Entity Central Index Key | 1609234 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 1,592,270 |
CONSOLIDATED_BALANCE_SHEET
CONSOLIDATED BALANCE SHEET (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real estate investment, at cost: | ||
Land | $409 | $0 |
Building and improvements | 1,103 | 0 |
Acquired intangible lease asset | 226 | 0 |
Total real estate investment, at cost | 1,738 | 0 |
Less: accumulated depreciation and amortization | -4 | 0 |
Total real estate investment, net | 1,734 | 0 |
ASSETS | ||
Cash | 10,260 | 187 |
Receivable for sale of common stock | 1,914 | 0 |
Prepaid expenses | 58 | 59 |
Total assets | 13,966 | 246 |
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | ||
Accounts payable and accrued expenses (including $1,911 and $1,895 due to affiliates as of March 31, 2015 and December 31, 2014, respectively) | 2,144 | 2,520 |
Market lease intangible liability, net | 88 | 0 |
Distributions payable | 36 | 0 |
Total liabilities | 2,268 | 2,520 |
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding | 0 | 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 | 7 | 0 |
Additional paid-in capital | 12,226 | -2,094 |
Accumulated deficit | -535 | -180 |
Total stockholder's equity (deficit) | 11,698 | -2,274 |
Total liabilities and stockholder's equity (deficit) | $13,966 | $246 |
CONSOLIDATED_BALANCE_SHEET_Par
CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Due to affiliates | $1,911 | $1,895 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 669,949 | 11,554 |
Common stock, shares outstanding | 669,949 | 11,554 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
Revenue: | |
Rental income | $9 |
Operating expense reimbursement | 2 |
Revenues | 11 |
Expenses: | |
Property operating | 2 |
Acquisition and transaction related | 48 |
General and administrative | 276 |
Depreciation and amortization | 4 |
Total expenses | 330 |
Operating loss | -319 |
Net loss | -319 |
Comprehensive loss | ($319) |
Basic and diluted weighted average shares outstanding (in dollars per share) | 164,258 |
Basic and diluted net loss per share (in dollars per share) | ($1.94) |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
In Thousands, except Share data, unless otherwise specified | ||||
Beginning balance at Dec. 31, 2014 | ($2,274) | $0 | ($2,094) | ($180) |
Beginning balance (in shares) at Dec. 31, 2014 | 11,554 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock (in shares) | 658,395 | |||
Issuance of common stock | 16,028 | 7 | 16,021 | |
Common stock offering costs | -1,704 | -1,704 | ||
Equity-based compensation | 3 | 3 | ||
Distributions declared | -36 | -36 | ||
Net loss | -319 | -319 | ||
Ending balance at Mar. 31, 2015 | $11,698 | $7 | $12,226 | ($535) |
Ending balance (in shares) at Mar. 31, 2015 | 669,949 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Cash flows from operating activities: | |
Net loss | ($319) |
Adjustment to reconcile net loss to net cash used in operating activities: | |
Depreciation and amortization | 4 |
Equity-based compensation | 3 |
Changes in assets and liabilities: | |
Prepaid expenses and other assets | 1 |
Accounts payable and accrued expenses | 171 |
Net cash used in operating activities | -140 |
Cash flows from investing activities: | |
Investment in real estate and other assets | -1,650 |
Net cash used in investing activities | -1,650 |
Cash flows from financing activities: | |
Proceeds from issuance of common stock | 14,114 |
Payments of offering costs and fees related to common stock issuances | -2,252 |
Advances from affiliate | 1 |
Net cash used by financing activities | 11,863 |
Net change in cash | 10,073 |
Cash, beginning of period | 187 |
Cash, end of period | 10,260 |
Non-cash investing and financing activities: | |
Receivable for sale of common stock | 1,914 |
Payable and accrued offering costs | $681 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization |
American Realty Capital Healthcare Trust III, Inc. (including, as required by context, American Realty Capital Healthcare III Operating Partnership, L.P., and its subsidiaries, 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 for U.S. federal income tax purposes ("REIT") beginning with its taxable year ending December 31, 2015. On August 20, 2014, the Company commenced its ongoing initial public offering (the "IPO") on a "reasonable best efforts" basis of up to125.0 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 $3.1 billion, 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. | |
On February 11, 2015, the Company received and accepted aggregate subscriptions in excess of the minimum offering amount for the IPO of $2.0 million in shares of common stock, broke general escrow and issued shares to its initial investors, who were admitted as stockholders of the Company. As of March 31, 2015, the Company had 0.7 million shares of common stock outstanding, including unvested restricted shares, and had received total gross proceeds from the IPO of $16.2 million. 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 that the Company first publishes an estimated per share NAV, which will be on or prior to July 11, 2017, which is 150 days following the second anniversary of the date that the Company broke escrow in the IPO. | |
The Company was formed to primarily acquire a diversified portfolio of healthcare-related assets including medical office buildings ("MOB"), seniors housing communities 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. The Company purchased its first property and commenced real estate operations in March 2015. As of March 31, 2015, the Company owned one property consisting of 7,247 rentable square feet, which was 100.0% leased, with a remaining lease term of 12.2 years. | |
Substantially all of the Company's business is conducted through American Realty Capital Healthcare III Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP ("OP units"). Additionally, 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 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 direct 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 AR Capital, LLC, the parent of the Company's sponsor, American Realty Capital VII, LLC (the "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 also receive fees during the Company's offering, acquisition, operational and liquidation stages. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
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 Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2015 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 as of December 31, 2014, and for the period from April 24, 2014 (date of inception) to December 31, 2014, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2015. As the Company was formed on April 24, 2014, there is no consolidated statement of operations and comprehensive loss or consolidated statement of cash flows for the three months ended March 31, 2014. There have been no significant changes to Company's significant accounting policies other than the updates described below. | |
Recent Accounting Pronouncements | |
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. In April 2015, the FASB proposed a one-year delay of the revised guidance, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of this new guidance. | |
In August 2014, the FASB issued guidance relating to disclosure of uncertainties about an entity's ability to continue as a going concern. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity's ability to continue as a going concern, the guidance requires management to disclose information that enables users of the financial statements to understand the conditions or events that raised the substantial doubt, management's evaluation of the significance of the conditions or events that led to the doubt, the entity’s ability to continue as a going concern and management's plans that are intended to mitigate or that have mitigated the conditions or events that raised substantial doubt about the entity's ability to continue as a going concern. There is no disclosure required unless there are conditions or events that have raised substantial doubt about the entity’s ability to continue as a going concern. The guidance is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. The Company elected to adopt the provisions of this guidance effective December 31, 2014, as early application is permitted. 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 February 2015, the FASB amended the accounting for consolidation of certain legal entities. The amendments modify the evaluation of whether certain legal entities are variable interest entities ("VIEs") or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership and affect the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of this new guidance. | |
In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating this impact of this new guidance. |
Real_Estate_Investments
Real Estate Investments | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Real Estate Investments, Net [Abstract] | |||||||
Real Estate Investments | Real Estate Investments | ||||||
The Company owned one property as of March 31, 2015. On March 6, 2015, the Company, through a wholly owned subsidiary, completed the acquisition of the fee simple interest in a DaVita Dialysis Center located in Largo, Florida ("DaVita Bay Breeze"). The seller of DaVita Bay Breeze was R.H.C. Investments II, Inc., which had no preexisting relationship with the Company. The contract purchase price of DaVita Bay Breeze was $1.7 million and was funded with proceeds from the Company's ongoing IPO. The Company accounted for the purchase of DaVita Bay Breeze as a business combination and incurred acquisition related costs of approximately $48,000, which are reflected in the acquisition and transaction related line item on the accompanying consolidated statement of operations and comprehensive loss. | |||||||
The following table presents the allocation of the assets acquired during the three months ended March 31, 2015: | |||||||
Three Months Ended | |||||||
March 31, 2015 | |||||||
(Dollar amounts in thousands) | Total Assets Acquired | Amortization Period | |||||
Real estate investment, at cost: | |||||||
Land | $ | 409 | |||||
Building and improvements | 1,103 | ||||||
Total tangible assets | 1,512 | ||||||
Acquired intangible: | |||||||
In-place lease | 226 | 12.2 | |||||
Market lease liability | (88 | ) | 27.2 | ||||
Total intangible assets | 138 | ||||||
Total assets acquired | 1,650 | ||||||
Cash paid for acquired real estate investments | $ | 1,650 | |||||
Number of properties acquired | 1 | ||||||
The following table presents unaudited proforma information as if the acquisition that was completed during the three months ended March 31, 2015 had been consummated on April 24, 2014 (date of inception). Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expenses of approximately $48,000 from the three months ended March 31, 2015 to the period from April 24, 2014 (date of inception) to December 31, 2014. | |||||||
Three Months Ended | |||||||
(In thousands) | March 31, 2015 | ||||||
Pro forma revenues (1)(2) | $ | 40 | |||||
Pro forma net loss (1)(2) | $ | (258 | ) | ||||
Basic and diluted pro forma net loss per share | $ | (1.57 | ) | ||||
_______________ | |||||||
-1 | For the three months ended March 31, 2015, aggregate revenues and net income derived from the Company's 2015 acquisition (for the Company's period of ownership) were approximately $11,000 and $5,000, respectively. | ||||||
-2 | During the period from April 1, 2015 to May 5, 2015, the Company completed its acquisition of two properties. As of the date that these consolidated financial statements were available to be issued, the Company was still reviewing the financial information of these properties and, as such, it was impractical to include in these consolidated financial statements the pro forma effect of these acquisitions (see Note 10 — Subsequent Events). | ||||||
The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of March 31, 2015. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes, among other items. | |||||||
(In thousands) | Future Minimum Base Rent Payments | ||||||
April 1, 2015 — December 31, 2015 | $ | 86 | |||||
2016 | 117 | ||||||
2017 | 119 | ||||||
2018 | 121 | ||||||
2019 | 124 | ||||||
Thereafter | 1,002 | ||||||
$ | 1,569 | ||||||
The following table lists the tenant (including for this purpose, all affiliates of such tenant) whose annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income for all properties on a straight-line basis as of March 31, 2015: | |||||||
Tenant | March 31, 2015 | ||||||
DaVita Healthcare Partners, Inc. | 100% | ||||||
The following table lists the state where the Company has a concentration of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of March 31, 2015: | |||||||
State | March 31, 2015 | ||||||
Florida | 100.00% |
Common_Stock
Common Stock | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Common Stock | Common Stock |
The Company had 0.7 million and 11,554 shares of common stock outstanding, including unvested restricted shares, and had received total gross proceeds of $16.2 million and $0.2 million as of March 31, 2015 and December 31, 2014, respectively. | |
On January 29, 2015, the Company's board of directors authorized, and the Company declared, distributions payable to stockholders of record each day during the applicable period at a rate equal to $0.0042808219 per day. Distributions began to accrue on March 15, 2015. Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. | |
Share Repurchase Program | |
The Company's board of directors has adopted a Share Repurchase Program (“SRP”) that enables stockholders to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to significant conditions and limitations described below. | |
Prior to the time that the Company’s shares are listed on a national securities exchange and until the Company begins to calculate NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 or 95% of the amount they actually paid for each share; after three years from the purchase date — the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 or 100.0% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). | |
Once the Company begins to calculate NAV, the price per share that the Company will pay to repurchase the Company’s shares will be the Company's NAV per share of common stock for the quarter. Subject to limited exceptions, stockholders who redeem their shares of the Company's common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate NAV per share of the shares of common stock received. Because the Company's NAV per share will be calculated quarterly, the repurchase price may fluctuate between the redemption request day and the date on which the Company pays redemption proceeds. | |
The Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding on December 31 of the previous calendar year. | |
When a stockholder requests a repurchase and the repurchase is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares purchased under the SRP will have the status of authorized but unissued shares. At March 31, 2015, no shares had been redeemed. | |
The SRP will immediately terminate if the Company's shares are listed on any national securities exchange. In addition, our board of directors may amend, suspend (in whole or in part) or terminate the SRP at any time upon 30 days’ prior written notice to our stockholders. Further, our board of directors reserves the right, in its sole discretion, to reject any requests for repurchases. | |
Distribution Reinvestment Plan | |
Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions will be paid with respect to shares purchased under the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equity in the accompanying balance sheets in the period distributions are declared. There were no shares issued under the DRIP as of March 31, 2015. |
Related_Party_Transactions_and
Related Party Transactions and Arrangements | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements | |||||||||||||||
As of March 31, 2015 and December 31, 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 March 31, 2015 and December 31, 2014, the Company had $1.9 million payable to affiliated entities, including $1.2 million related to funding the payment of regulatory filing fees, third party professional fees and other 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 the IPO proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager receives 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). The following table details total selling commissions and dealer manager fees incurred from and due to the Dealer Manager as of and for the periods presented: | ||||||||||||||||
Three Months Ended | Payable as of | |||||||||||||||
(In thousands) | March 31, | March 31, | December 31, 2014 | |||||||||||||
2015 | 2015 | |||||||||||||||
Total commissions and fees incurred from and due to the Dealer Manager | $ | 1,214 | $ | 159 | $ | — | ||||||||||
The Advisor and its affiliates 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 March 31, 2015. The following table details reimbursable offering costs incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: | ||||||||||||||||
Three Months Ended | Payable as of | |||||||||||||||
(In thousands) | March 31, | March 31, | December 31, 2014 | |||||||||||||
2015 | 2015 | |||||||||||||||
Fees and expense reimbursements incurred from and due to the Advisor | $ | 49 | $ | 67 | $ | 66 | ||||||||||
Fees and expense reimbursements incurred from and due to the Dealer Manager | 317 | 409 | 619 | |||||||||||||
Total fees and expense reimbursements incurred from and due to the Advisor and Dealer Manager | $ | 366 | $ | 476 | $ | 685 | ||||||||||
The Company is responsible for offering and related costs from the IPO, excluding selling commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds received from the IPO, measured at the end of the IPO. Offering costs, excluding selling commissions and dealer manager fees, in excess of the 2.0% cap as of the end of the IPO are the Advisor's responsibility. As of March 31, 2015, offering and related costs, excluding commissions and dealer manager fees, exceeded 2.0% of gross proceeds received from the IPO by $2.5 million due to the on-going nature of the offering process and that many expenses were incurred before the IPO commenced. | ||||||||||||||||
After the general escrow break, the Advisor caps cumulative offering costs for the IPO, including selling commissions and dealer manager fees, incurred by the Company, net of unpaid amounts, to 15.0% of gross common stock proceeds during the offering period of the IPO. As of March 31, 2015, cumulative offering costs were $4.0 million. As of March 31, 2015, cumulative offering costs, net of unpaid amounts, were less than 15.0% of gross common stock proceeds. | ||||||||||||||||
Fees and Participations Paid in Connection With the Operations of the Company | ||||||||||||||||
The Advisor receives an acquisition fee of 1.5% of the contract purchase price of each property acquired and 1.5% of the amount advanced for a loan or other investment. The Advisor is also reimbursed for services provided for which it incurs investment-related expense, or insourced expenses. Such insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimburses the Advisor for third party acquisition expenses. The Company also reimburses the Advisor for legal expenses it, or its affiliates, incur in connection with the selection, evaluation and acquisition of assets, in an amount not to exceed 0.1% of the contract purchase price of each property or 0.1% of the amount advanced for each 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 and the amount advanced for a loan or other investment for all the assets acquired. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees payable with respect to a particular investment exceed 4.5% of the contract purchase price of the Company's portfolio to be measured at the close of the acquisition phase or 4.5% of the amount advanced for all loans or other investments. | ||||||||||||||||
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 three months ended March 31, 2015. | ||||||||||||||||
For its asset management services, the Company pays 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 of the OP designated as "Class B Units." The Class B Units are intended to be profit interests and will vest, and no longer be subject to forfeiture, at such time as any one of the following events occur: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; (2) a listing of the Company's common stock on a national securities exchange; or (3) 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; provided that 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 therein (the "performance condition"). Such Class B Units will be forfeited immediately if the advisory agreement is terminated for any reason other than a termination without cause. | ||||||||||||||||
When and if approved by the board of directors, the Class B Units are expected to be issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. The number of Class B Units issued in any quarter is an amount equal to: (i) the excess of (A) the product of (y) the cost of assets (or the lower of the cost of assets and the applicable quarterly NAV once the Company begins calculating NAV) multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; 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 IPO price minus the selling commissions and dealer manager fees). 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 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 board of directors for issuance as of March 31, 2015. | ||||||||||||||||
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 single-tenant net leased properties and 2.5% of gross revenues from all other types of properties. The Company will also reimburse the Property Manager for property level expenses. If the Company contracts directly with third parties for 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. In no event will the Company pay the Property Manager or any affiliate of the Property Manager both a property management fee and an oversight fee with respect to any particular property. | ||||||||||||||||
The Dealer Manager and its affiliates also provide other general professional services. The Advisor pays general and administrative expenses on behalf of the Company, for which, the Company subsequently reimburses the Advisor. These fees and reimbursements are included in general and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss. | ||||||||||||||||
The following table details amounts incurred, forgiven and payable in connection with the Company's operations-related services described above as of and for the period presented. | ||||||||||||||||
Three Months Ended March 31, 2015 | Payable as of | |||||||||||||||
(In thousands) | Incurred | Forgiven | March 31, 2015 | December 31, 2014 | ||||||||||||
One-time fees and reimbursements: | ||||||||||||||||
Acquisition fees | $ | 25 | $ | — | $ | — | — | |||||||||
Acquisition cost reimbursements | 8 | — | — | — | ||||||||||||
Ongoing fees and reimbursements: | ||||||||||||||||
Professional fees and reimbursements | 65 | — | 65 | — | ||||||||||||
Total related party operating fees and reimbursements | $ | 98 | $ | — | $ | 65 | — | |||||||||
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 (the "2%/25% Limitation"), unless the Company's independent directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, in which case the excess amount may be reimbursed to the Advisor in subsequent periods. Additionally, the Company 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 three months ended March 31, 2015. For the period from April 24, 2014 (date of inception) to March 31, 2015, the Company's operating expenses exceeded the 2%/25% Limitation by $0.4 million. The Company's board of directors concluded that the expenses in excess of the 2%/25% Limitation were due to unusual and non-recurring factors caused by the Company's limited operating history and were, therefore, justified. No reimbursement of operating expenses in excess of the 2%/25% Limitation was made by the Advisor to the Company during the three months ended March 31, 2015. | ||||||||||||||||
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 expenses were absorbed by the Advisor during the three months ended March 31, 2015. | ||||||||||||||||
Fees and Participations Paid in Connection with a Listing or the Liquidation 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 stockholder's 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 stockholder's capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the three months ended March 31, 2015. | ||||||||||||||||
The Company will pay the Advisor a real estate 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 three months ended March 31, 2015. | ||||||||||||||||
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 annual 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 annual return on their capital contributions. No participation in net sales proceeds was incurred during the three months ended March 31, 2015. | ||||||||||||||||
If the Company's shares of common stock are listed on a national securities 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% annual 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 annual return on their capital contributions. No such distribution was incurred during the three months ended March 31, 2015. 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 6.0% cumulative, pre-tax, non-compounded annual return to investors. The Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. |
Economic_Dependency
Economic Dependency | 3 Months Ended |
Mar. 31, 2015 | |
Economic Dependency [Abstract] | |
Economic Dependency | Economic Dependency |
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common ownership with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's common stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations. | |
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that 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. |
EquityBased_Compensation
Equity-Based Compensation | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Equity-Based Compensation | Equity-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 may 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 6.3 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 following table reflects restricted share award activity for the period presented: | ||||||||
Number of | Weighted-Average Issue Price | |||||||
Common Shares | ||||||||
Unvested December 31, 2014 | 2,666 | $ | 22.5 | |||||
Granted | — | — | ||||||
Vested | — | — | ||||||
Forfeitures | — | — | ||||||
Unvested, March 31, 2015 | 2,666 | $ | 22.5 | |||||
As of March 31, 2015, the Company had $0.1 million 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 4.4 years. The fair value of the restricted share is being expensed on a straight-line basis over the service period of five years. Compensation expense related to restricted stock was approximately $3,000 for the three months ended March 31, 2015. Compensation expense related to restricted stock is recorded as general and administrative expense in the accompanying consolidated statement of operations and comprehensive loss. |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Earnings Per Share [Abstract] | |||||
Net Loss Per Share | Net Loss Per Share | ||||
The following is a summary of the basic and diluted net loss per share computation for the three months ended March 31, 2015: | |||||
Three Months Ended | |||||
(In thousands) | March 31, 2015 | ||||
Net loss | $ | (319 | ) | ||
Basic and diluted weighted average shares outstanding | 164,258 | ||||
Basic and diluted net loss per share | $ | (1.94 | ) | ||
The Company had the following potentially dilutive securities as of March 31, 2015, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: | |||||
March 31, 2015 | |||||
Unvested restricted stock | 2,666 | ||||
OP Units | 90 | ||||
Total potentially dilutive securities | 2,756 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Litigation and Regulatory Matters | |
In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company. | |
Environmental Matters | |
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. 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. |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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 transactions: | |||||||||||||
Sales of Common Stock | |||||||||||||
As of April 30, 2015, the Company had 1.6 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP from total gross proceeds from the IPO and the DRIP of $38.9 million. | |||||||||||||
Total capital raised to date, including shares issued under the DRIP, is as follows: | |||||||||||||
Source of Capital (In thousands) | Inception to March 31, 2015 | April 1, 2015 to April 30, 2015 | Total | ||||||||||
Common stock | $ | 16,228 | $ | 22,690 | $ | 38,918 | |||||||
Acquisitions | |||||||||||||
The following table presents certain information about the properties that the Company acquired from April 1, 2015 to May 5, 2015: | |||||||||||||
Number of Properties | Rentable Square Feet | Base Purchase Price (1) | |||||||||||
(In thousands) | |||||||||||||
Portfolio, March 31, 2015 | 1 | 7,247 | $ | 1,650 | |||||||||
Acquisitions | 2 | 23,920 | 7,475 | ||||||||||
Portfolio, May 5, 2015 | 3 | 31,167 | $ | 9,125 | |||||||||
________________________ | |||||||||||||
(1) Contract purchase price, excluding acquisition fees of $0.1 million and other acquisition related costs. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
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. In April 2015, the FASB proposed a one-year delay of the revised guidance, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of this new guidance. | |
In August 2014, the FASB issued guidance relating to disclosure of uncertainties about an entity's ability to continue as a going concern. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity's ability to continue as a going concern, the guidance requires management to disclose information that enables users of the financial statements to understand the conditions or events that raised the substantial doubt, management's evaluation of the significance of the conditions or events that led to the doubt, the entity’s ability to continue as a going concern and management's plans that are intended to mitigate or that have mitigated the conditions or events that raised substantial doubt about the entity's ability to continue as a going concern. There is no disclosure required unless there are conditions or events that have raised substantial doubt about the entity’s ability to continue as a going concern. The guidance is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. The Company elected to adopt the provisions of this guidance effective December 31, 2014, as early application is permitted. 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 February 2015, the FASB amended the accounting for consolidation of certain legal entities. The amendments modify the evaluation of whether certain legal entities are variable interest entities ("VIEs") or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership and affect the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of this new guidance. | |
In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating this impact of this new guidance. |
Real_Estate_Investments_Tables
Real Estate Investments (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Real Estate Investments, Net [Abstract] | |||||||
Schedule of Business Acquisitions, by Acquisition | The following table presents the allocation of the assets acquired during the three months ended March 31, 2015: | ||||||
Three Months Ended | |||||||
March 31, 2015 | |||||||
(Dollar amounts in thousands) | Total Assets Acquired | Amortization Period | |||||
Real estate investment, at cost: | |||||||
Land | $ | 409 | |||||
Building and improvements | 1,103 | ||||||
Total tangible assets | 1,512 | ||||||
Acquired intangible: | |||||||
In-place lease | 226 | 12.2 | |||||
Market lease liability | (88 | ) | 27.2 | ||||
Total intangible assets | 138 | ||||||
Total assets acquired | 1,650 | ||||||
Cash paid for acquired real estate investments | $ | 1,650 | |||||
Number of properties acquired | 1 | ||||||
Business Acquisition, Pro Forma Information | The following table presents unaudited proforma information as if the acquisition that was completed during the three months ended March 31, 2015 had been consummated on April 24, 2014 (date of inception). Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expenses of approximately $48,000 from the three months ended March 31, 2015 to the period from April 24, 2014 (date of inception) to December 31, 2014. | ||||||
Three Months Ended | |||||||
(In thousands) | March 31, 2015 | ||||||
Pro forma revenues (1)(2) | $ | 40 | |||||
Pro forma net loss (1)(2) | $ | (258 | ) | ||||
Basic and diluted pro forma net loss per share | $ | (1.57 | ) | ||||
_______________ | |||||||
-1 | For the three months ended March 31, 2015, aggregate revenues and net income derived from the Company's 2015 acquisition (for the Company's period of ownership) were approximately $11,000 and $5,000, respectively. | ||||||
-2 | During the period from April 1, 2015 to May 5, 2015, the Company completed its acquisition of two properties. As of the date that these consolidated financial statements were available to be issued, the Company was still reviewing the financial information of these properties and, as such, it was impractical to include in these consolidated financial statements the pro forma effect of these acquisitions (see Note 10 — Subsequent Events). | ||||||
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of March 31, 2015. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes, among other items. | ||||||
(In thousands) | Future Minimum Base Rent Payments | ||||||
April 1, 2015 — December 31, 2015 | $ | 86 | |||||
2016 | 117 | ||||||
2017 | 119 | ||||||
2018 | 121 | ||||||
2019 | 124 | ||||||
Thereafter | 1,002 | ||||||
$ | 1,569 | ||||||
Schedule of Annualized Rental Income by Major Tenants | The following table lists the tenant (including for this purpose, all affiliates of such tenant) whose annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income for all properties on a straight-line basis as of March 31, 2015: | ||||||
Tenant | March 31, 2015 | ||||||
DaVita Healthcare Partners, Inc. | 100% | ||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table lists the state where the Company has a concentration of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of March 31, 2015: | ||||||
State | March 31, 2015 | ||||||
Florida | 100.00% |
Related_Party_Transactions_and1
Related Party Transactions and Arrangements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||
Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate | The following table details total selling commissions and dealer manager fees incurred from and due to the Dealer Manager as of and for the periods presented: | |||||||||||||||
Three Months Ended | Payable as of | |||||||||||||||
(In thousands) | March 31, | March 31, | December 31, 2014 | |||||||||||||
2015 | 2015 | |||||||||||||||
Total commissions and fees incurred from and due to the Dealer Manager | $ | 1,214 | $ | 159 | $ | — | ||||||||||
Schedule Of Offering Costs Reimbursements to Related Party | The following table details reimbursable offering costs incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: | |||||||||||||||
Three Months Ended | Payable as of | |||||||||||||||
(In thousands) | March 31, | March 31, | December 31, 2014 | |||||||||||||
2015 | 2015 | |||||||||||||||
Fees and expense reimbursements incurred from and due to the Advisor | $ | 49 | $ | 67 | $ | 66 | ||||||||||
Fees and expense reimbursements incurred from and due to the Dealer Manager | 317 | 409 | 619 | |||||||||||||
Total fees and expense reimbursements incurred from and due to the Advisor and Dealer Manager | $ | 366 | $ | 476 | $ | 685 | ||||||||||
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table details amounts incurred, forgiven and payable in connection with the Company's operations-related services described above as of and for the period presented. | |||||||||||||||
Three Months Ended March 31, 2015 | Payable as of | |||||||||||||||
(In thousands) | Incurred | Forgiven | March 31, 2015 | December 31, 2014 | ||||||||||||
One-time fees and reimbursements: | ||||||||||||||||
Acquisition fees | $ | 25 | $ | — | $ | — | — | |||||||||
Acquisition cost reimbursements | 8 | — | — | — | ||||||||||||
Ongoing fees and reimbursements: | ||||||||||||||||
Professional fees and reimbursements | 65 | — | 65 | — | ||||||||||||
Total related party operating fees and reimbursements | $ | 98 | $ | — | $ | 65 | — | |||||||||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table reflects restricted share award activity for the period presented: | |||||||
Number of | Weighted-Average Issue Price | |||||||
Common Shares | ||||||||
Unvested December 31, 2014 | 2,666 | $ | 22.5 | |||||
Granted | — | — | ||||||
Vested | — | — | ||||||
Forfeitures | — | — | ||||||
Unvested, March 31, 2015 | 2,666 | $ | 22.5 | |||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Earnings Per Share [Abstract] | |||||
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net loss per share computation for the three months ended March 31, 2015: | ||||
Three Months Ended | |||||
(In thousands) | March 31, 2015 | ||||
Net loss | $ | (319 | ) | ||
Basic and diluted weighted average shares outstanding | 164,258 | ||||
Basic and diluted net loss per share | $ | (1.94 | ) | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following potentially dilutive securities as of March 31, 2015, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: | ||||
March 31, 2015 | |||||
Unvested restricted stock | 2,666 | ||||
OP Units | 90 | ||||
Total potentially dilutive securities | 2,756 | ||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Subsequent Events [Abstract] | |||||||||||||
Schedule of Subsequent Events | The following table presents certain information about the properties that the Company acquired from April 1, 2015 to May 5, 2015: | ||||||||||||
Number of Properties | Rentable Square Feet | Base Purchase Price (1) | |||||||||||
(In thousands) | |||||||||||||
Portfolio, March 31, 2015 | 1 | 7,247 | $ | 1,650 | |||||||||
Acquisitions | 2 | 23,920 | 7,475 | ||||||||||
Portfolio, May 5, 2015 | 3 | 31,167 | $ | 9,125 | |||||||||
________________________ | |||||||||||||
(1) Contract purchase price, excluding acquisition fees of $0.1 million and other acquisition related costs. | |||||||||||||
Total capital raised to date, including shares issued under the DRIP, is as follows: | |||||||||||||
Source of Capital (In thousands) | Inception to March 31, 2015 | April 1, 2015 to April 30, 2015 | Total | ||||||||||
Common stock | $ | 16,228 | $ | 22,690 | $ | 38,918 | |||||||
Organization_Details
Organization (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | |
Feb. 11, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Aug. 20, 2014 | |
property | sqft | ||||
sqft | |||||
Operations [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | $0.01 | |
Subscriptions required to break escrow | $2,000,000 | ||||
Common stock, shares outstanding (in shares) | 669,949 | 11,554 | 669,949 | ||
Proceeds from issuance of common stock | 14,114,000 | 200,000 | 16,228,000 | ||
Number of properties purchased | 1 | ||||
Area of real estate property | 7,247 | 7,247 | |||
Occupancy rate | 100.00% | 100.00% | |||
Remaining lease term | 12 years 2 months 12 days | ||||
Common Stock | |||||
Operations [Line Items] | |||||
Share Price (in dollars per share) | $25 | ||||
Shares available for issuance under a distribution reinvestment plan (in shares) | 26,300,000 | ||||
Common stock, shares outstanding (in shares) | 700,000 | 11,554 | 700,000 | ||
Minimum | Common Stock | |||||
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 III Advisors, LLC | Advisor | |||||
Operations [Line Items] | |||||
Limited partners' contributed capital | 2,020 | 2,020 | |||
Limited partner capital accounts (in shares) | 90 | 90 | |||
IPO | |||||
Operations [Line Items] | |||||
Common stock, shares authorized | 125,000,000 | ||||
Stock available for issuance in public offering | $3,100,000,000 |
Real_Estate_Investments_Narrat
Real Estate Investments - Narrative (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
property | |
Business Acquisition [Line Items] | |
Number of properties purchased | 1 |
Acquisition and transaction related | $48,000 |
DaVita | |
Business Acquisition [Line Items] | |
Contract purchase price | 1,700,000 |
Acquisition and transaction related | $48,000 |
Real_Estate_Investments_Acquir
Real Estate Investments - Acquired Assets (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
property | |
Real estate investments | |
Land | $409 |
Buildings, fixtures and improvements | 1,103 |
Total tangible assets | 1,512 |
Acquired intangibles: | 138 |
Market lease liabilities | -88 |
Total assets acquired, net | 1,650 |
Cash paid for acquired real estate investments | 1,650 |
Number of properties purchased | 1 |
In-place lease | |
Real estate investments | |
Acquired intangibles: | $226 |
Amortization Period | 12 years 2 months 12 days |
Market Lease Liability | |
Real estate investments | |
Amortization Period | 27 years 2 months 12 days |
Real_Estate_Investments_Pro_Fo
Real Estate Investments - Pro Forma Information (Details) (USD $) | 3 Months Ended | 1 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | 5-May-15 | |
property | property | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Pro forma revenues | $40 | [1],[2] | |
Pro forma net loss | -258 | [1],[2] | |
Total revenues | 11 | ||
Net loss | -319 | ||
Number of properties purchased | 1 | ||
Basic and diluted pro forma net loss per share (in dollars per share) | ($1.57) | ||
2015 Acquisitions [Member] | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Total revenues | 11 | ||
Net loss | $5 | ||
Subsequent Event | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Number of properties purchased | 2 | ||
[1] | For the three months ended MarchB 31, 2015, aggregate revenues and net income derived from the Company's 2015 acquisition (for the Company's period of ownership) were approximately $11,000 and $5,000, respectively. | ||
[2] | During the period from April 1, 2015 to May 5, 2015, the Company completed its acquisition of two properties. As of the date that these consolidated financial statements were available to be issued, the Company was still reviewing the financial information of these properties and, as such, it was impractical to include in these consolidated financial statements the pro forma effect of these acquisitions (see Note 10 b Subsequent Events). |
Real_Estate_Investments_Future
Real Estate Investments - Future Minimum Payments (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Real Estate Investments, Net [Abstract] | |
April 1, 2015 b December 31, 2015 | $86 |
2016 | 117 |
2017 | 119 |
2018 | 121 |
2019 | 124 |
Thereafter | 1,002 |
Total | $1,569 |
Real_Estate_Investments_Custom
Real Estate Investments - Customer Concentration (Details) (Sales Revenue, Net, Customer Concentration Risk, DaVita Healthcare Partners, Inc.) | 3 Months Ended |
Mar. 31, 2015 | |
Sales Revenue, Net | Customer Concentration Risk | DaVita Healthcare Partners, Inc. | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 100.00% |
Real_Estate_Investments_Geogra
Real Estate Investments - Geographic Concentrations (Details) (Geographic Concentration Risk, Sales Revenue, Net, Florida) | 3 Months Ended |
Mar. 31, 2015 | |
Geographic Concentration Risk | Sales Revenue, Net | Florida | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 100.00% |
Common_Stock_Details
Common Stock (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jan. 29, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 |
Class of Stock [Line Items] | ||||
Common stock, shares outstanding (in shares) | 669,949 | 11,554 | 669,949 | |
Proceeds from issuance of common stock | $14,114 | $200 | $16,228 | |
Dividends declared per day (in dollars per share) | $0.00 | |||
Short term trading fee | 2.00% | |||
Repurchase price as a percent of shares outstanding | 5.00% | 5.00% | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares outstanding (in shares) | 700,000 | 11,554 | 700,000 | |
Maximum | One Year | ||||
Class of Stock [Line Items] | ||||
Share repurchase price (in dollars per share) | $23.13 | $23.13 | ||
Repurchase price as a percent of share price | 92.50% | 92.50% | ||
Maximum | Two Years | ||||
Class of Stock [Line Items] | ||||
Share repurchase price (in dollars per share) | $23.75 | $23.75 | ||
Repurchase price as a percent of share price | 95.00% | 95.00% | ||
Maximum | Three Years | ||||
Class of Stock [Line Items] | ||||
Share repurchase price (in dollars per share) | $24.38 | $24.38 | ||
Repurchase price as a percent of share price | 97.50% | 97.50% | ||
Maximum | Four Years [Member] | ||||
Class of Stock [Line Items] | ||||
Share repurchase price (in dollars per share) | $25 | $25 | ||
Repurchase price as a percent of share price | 100.00% | 100.00% |
Related_Party_Transactions_and2
Related Party Transactions and Arrangements (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Common stock, shares outstanding (in shares) | 669,949 | 11,554 |
Due to affiliated entities | $1,911,000 | $1,895,000 |
Acquisition fees | ||
Related Party Transaction [Line Items] | ||
Due to affiliate | $1,200,000 | $1,200,000 |
American Realty Capital Healthcare Special Limited Partnership, LLC | Special Limited Partner | ||
Related Party Transaction [Line Items] | ||
Common stock, shares outstanding (in shares) | 8,888 | 8,888 |
Related_Party_Transactions_and3
Related Party Transactions and Arrangements - Fees Paid in Connection with the IPO (Details) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Related Party Transaction [Line Items] | |
Cumulative offering costs | $4 |
Dealer Manager | |
Related Party Transaction [Line Items] | |
Aggregate costs borne by related party | $2.50 |
Maximum | |
Related Party Transaction [Line Items] | |
Liability for offering and related costs from IPO | 2.00% |
Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Maximum | Dealer Manager | |
Related Party Transaction [Line Items] | |
Sales commissions as a percentage of benchmark | 7.00% |
Option One | Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Maximum | Dealer Manager | |
Related Party Transaction [Line Items] | |
Fee earned by related party, percentage of benchmark | 3.00% |
Option Two | Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Dealer Manager | |
Related Party Transaction [Line Items] | |
Fee earned by related party, percentage of benchmark | 2.50% |
Transaction Fee Upon Consummation of the Sale [Member] | Option One | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | |
Related Party Transaction [Line Items] | |
Brokerage fee as a percentage of benchmark | 2.50% |
Gross Proceeds, Common Stock | Option One | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | |
Related Party Transaction [Line Items] | |
Brokerage fee as a percentage of benchmark | 7.50% |
Fee Paid at Anniversary of Sale [Member] | Option One | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | |
Related Party Transaction [Line Items] | |
Brokerage fee as a percentage of benchmark | 1.00% |
Cumulative Offering Costs | Dealer Manager | |
Related Party Transaction [Line Items] | |
Maximum cumulative offering costs for IPO | 15.00% |
Related_Party_Transactions_and4
Related Party Transactions and Arrangements - Fees Paid in Connection with the IPO, Selling Commissions and Dealer Manager Fees (Details) (Realty Capital Securities, LLC, Total commissions and fees incurred from and due to the Dealer Manager, Dealer Manager, USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Realty Capital Securities, LLC | Total commissions and fees incurred from and due to the Dealer Manager | Dealer Manager | ||
Related Party Transaction [Line Items] | ||
Total commissions and fees incurred from the Dealer Manager | $1,214,000 | |
Due to affiliate | $159,000 | $0 |
Related_Party_Transactions_and5
Related Party Transactions and Arrangements - Fees Paid in Connection with the IPO, Offering Costs and Reimbursements (Details) (Fees and Expense Reimbursement, Stock Offering, Realty Capital Securities, LLC, USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Advisor | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | $49,000 | |
Due to affiliate | 67,000 | 66,000 |
Dealer Manager | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 317,000 | |
Due to affiliate | 409,000 | 619,000 |
Advisor and Dealer Manager | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 366,000 | |
Due to affiliate | $476,000 | $685,000 |
Related_Party_Transactions_and6
Related Party Transactions and Arrangements - Fees Paid in Connection With the Operations of the Company (Details) (USD $) | Mar. 31, 2015 |
In Millions, except Per Share data, unless otherwise specified | |
Related Party Transaction [Line Items] | |
Share price, net (in dollars per share) | $22.50 |
American Realty Capital Healthcare III Advisors, LLC | Contract Purchase Price | Advisor | |
Related Party Transaction [Line Items] | |
Acquisition fees as a percentage of benchmark | 1.50% |
Reimbursed fees to related party, percentage of benchmark, expected third party acquisition costs | 0.50% |
Quarterly asset management fee earned | 0.19% |
American Realty Capital Healthcare III Advisors, LLC | Advance on Loan or Other Investment | Advisor | |
Related Party Transaction [Line Items] | |
Financing advance fees as a percentage of benchmark | 1.50% |
Reimbursed fees to related party, percentage of benchmark, expected third party acquisition costs | 0.50% |
American Realty Capital Healthcare III Advisors, LLC | Amount Available or Outstanding Under Financing Arrangement | Advisor | |
Related Party Transaction [Line Items] | |
Financing coordination fees | 0.75% |
American Realty Capital Healthcare III Advisors, LLC | Pre-tax Non-compounded Return on Capital Contribution | Advisor | |
Related Party Transaction [Line Items] | |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
American Realty Capital Healthcare III Advisors, LLC | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | Advisor | |
Related Party Transaction [Line Items] | |
Property management fees | 1.50% |
American Realty Capital Healthcare III Advisors, LLC | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | Advisor | |
Related Party Transaction [Line Items] | |
Property management fees | 2.50% |
Maximum | American Realty Capital Healthcare III Advisors, LLC | Contract Purchase Price | Advisor | |
Related Party Transaction [Line Items] | |
Acquisition fees as a percentage of benchmark | 4.50% |
Reimbursed legal fees to related party, percentage of benchmark | 0.10% |
Maximum | American Realty Capital Healthcare III Advisors, LLC | Advance on Loan or Other Investment | Advisor | |
Related Party Transaction [Line Items] | |
Financing advance fees as a percentage of benchmark | 4.50% |
Reimbursed legal fees to related party, percentage of benchmark | 0.10% |
Maximum | American Realty Capital Healthcare III Advisors, LLC | Contract Purchase Price, All Assets Acquired | Advisor | |
Related Party Transaction [Line Items] | |
Acquisition fees as a percentage of benchmark | 2.00% |
Maximum | American Realty Capital Healthcare III Advisors, LLC | Gross Revenue, Managed Properties | Advisor | |
Related Party Transaction [Line Items] | |
Oversight fees earned by related party | 1.00% |
Annual Targeted Investor Return | American Realty Capital Healthcare III Advisors, LLC | Pre-tax Non-compounded Return on Capital Contribution | Advisor | |
Related Party Transaction [Line Items] | |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Greater Of | Maximum | American Realty Capital Healthcare III Advisors, LLC | Average Invested Assets | Advisor | |
Related Party Transaction [Line Items] | |
Operating expenses as a percentage of benchmark | 2.00% |
Greater Of | Maximum | American Realty Capital Healthcare III Advisors, LLC | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Advisor | |
Related Party Transaction [Line Items] | |
Operating expenses as a percentage of benchmark | 25.00% |
Greater Of | Maximum | American Realty Capital Healthcare III Advisors, LLC | Average Invested Assets and Net Income Excluding Additions to Non-Cash Reserves and Gains on Sales | Advisor | |
Related Party Transaction [Line Items] | |
Operating expenses limitation | $0.40 |
Related_Party_Transactions_and7
Related Party Transactions and Arrangements - Fees Paid in Connection With the Operations of the Company, Incurred, Forgiven and Payable (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Due to affiliates | $1,911,000 | $1,895,000 |
Nonrecurring Fees | Incurred | Acquisition fees | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 25,000 | |
Nonrecurring Fees | Incurred | Acquisition cost reimbursements | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 8,000 | |
Nonrecurring Fees | Incurred | Professional fees and reimbursements | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 65,000 | |
Nonrecurring Fees | Forgiven | Acquisition fees | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 0 | |
Nonrecurring Fees | Forgiven | Acquisition cost reimbursements | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 0 | |
Nonrecurring Fees | Forgiven | Professional fees and reimbursements | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 0 | |
Nonrecurring Fees | Payable | Acquisition fees | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 0 | 0 |
Nonrecurring Fees | Payable | Acquisition cost reimbursements | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 0 | 0 |
Nonrecurring Fees | Payable | Professional fees and reimbursements | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | 65,000 | 0 |
Recurring Fees | Incurred | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 98,000 | |
Recurring Fees | Forgiven | ||
Related Party Transaction [Line Items] | ||
One-time fees and reimbursements: | 0 | |
Recurring Fees | Payable | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | $65,000 | $0 |
Related_Party_Transactions_and8
Related Party Transactions and Arrangements - Fees Paid in Connection with a Listing or the Liquidation of the Company's Real Estate Assets (Details) (American Realty Capital Healthcare III Advisors, LLC, Advisor) | Mar. 31, 2015 |
Pre-tax Non-compounded Return on Capital Contribution | |
Related Party Transaction [Line Items] | |
Subordinated performance fee as a percentage of benchmark | 15.00% |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital | |
Related Party Transaction [Line Items] | |
Subordinated participation fees as a percentage of benchmark | 15.00% |
Distribution upon nonrenewal of advisory agreement | 15.00% |
Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return | |
Related Party Transaction [Line Items] | |
Subordinated performance fee as a percentage of benchmark | 15.00% |
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% |
Maximum | Pre-tax Non-compounded Return on Capital Contribution | |
Related Party Transaction [Line Items] | |
Subordinated performance fee as a percentage of benchmark | 10.00% |
Maximum | Contract Sales Price | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 2.00% |
Maximum | Brokerage Commission Fees | Contract Sales Price | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 50.00% |
Maximum | Real Estate Commissions | Contract Sales Price | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 6.00% |
EquityBased_Compensation_Detai
Equity-Based Compensation (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity-based compensation | $3,000 |
Restricted Share Plan | Unvested 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 |
Vesting period | 5 years |
Periodic vesting percentage | 20.00% |
Maximum authorized amount as a percentage of shares authorized | 5.00% |
Number of shares authorized (in shares) | 6,300,000 |
Unrecognized compensation costs | 100,000 |
Weighted average period of recognition | 4 years 4 months 24 days |
Equity-based compensation | $3,000 |
EquityBased_Compensation_Activ
Equity-Based Compensation - Activity (Details) (Restricted Share Plan, Unvested restricted stock, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Share Plan | Unvested restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance (in shares) | 2,666 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Forfeitures (in shares) | 0 |
Ending Balance (in shares) | 2,666 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Weighted-Average Issue Price (usd per share) | $22.50 |
Granted, Weighted-Average Issue Price (usd per share) | $0 |
Vested, Weighted-Average Issue Price (usd per share) | $0 |
Forfeitures, Weighted-Average Issue Price (usd per share) | $0 |
Ending Balance, Weighted-Average Issue Price (usd per share) | $22.50 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
Earnings Per Share [Abstract] | |
Net loss | ($319) |
Basic and diluted weighted average shares outstanding (in dollars per share) | 164,258 |
Basic and diluted net loss per share (in dollars per share) | ($1.94) |
Net_Loss_Per_Share_Antidilutiv
Net Loss Per Share - Antidilutive Securities (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,756 |
Unvested restricted stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,666 |
OP Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 90 |
Subsequent_Events_Sale_of_Comm
Subsequent Events - Sale of Common Stock (Details) (USD $) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 1 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Apr. 30, 2015 | Apr. 30, 2015 |
Subsequent Event [Line Items] | |||||
Common stock, shares outstanding (in shares) | 669,949 | 11,554 | 669,949 | ||
Proceeds from issuance of common stock | $14,114 | $200 | $16,228 | ||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares outstanding (in shares) | 1,600,000 | 1,600,000 | |||
Proceeds from issuance of common stock | $22,690 | $38,918 | |||
Common Stock | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares outstanding (in shares) | 700,000 | 11,554 | 700,000 |
Subsequent_Events_Acquisitions
Subsequent Events - Acquisitions (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | 5-May-15 | ||
property | sqft | |||
sqft | property | |||
Property Acquisition [Roll Forward] | ||||
Number of properties acquired | 1 | |||
Number of properties, Ending balance | 1 | |||
Rentable square feet, ending balance | 7,247 | |||
Base purchase price, ending balance | $1,650 | [1] | ||
Acquisition and transaction related | 48 | |||
Subsequent Event | ||||
Property Acquisition [Roll Forward] | ||||
Number of properties acquired | 2 | |||
Rentable square feet acquired | 23,920 | |||
Base purchase price acquired | 7,475 | [1] | ||
Number of properties, Ending balance | 3 | |||
Rentable square feet, ending balance | 31,167 | |||
Base purchase price, ending balance | 9,125 | [1] | ||
Acquisition and transaction related | $100 | |||
[1] | Contract purchase price, excluding acquisition fees of $0.1 million and other acquisition related costs. |