Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC. | |
Entity Central Index Key | 1,609,234 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 6,322,180 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real estate investments, at cost: | ||
Land | $ 7,192 | $ 0 |
Buildings and improvements | 57,073 | 0 |
Acquired intangible lease assets | 10,017 | 0 |
Total real estate investments, at cost | 74,282 | 0 |
Less: accumulated depreciation and amortization | (563) | 0 |
Total real estate investments, net | 73,719 | 0 |
Cash | 48,330 | 187 |
Restricted cash | 45 | 0 |
Receivable for sale of common stock | 930 | 0 |
Prepaid expenses and other assets | 1,420 | 59 |
Deferred costs, net | 115 | |
Total assets | 124,559 | 246 |
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | ||
Mortgage note payable | 5,108 | 0 |
Mortgage premium, net | 166 | 0 |
Market lease intangible liabilities, net | 1,393 | 0 |
Accounts payable and accrued expenses (including $314 and $1,895 due to related parties as of September 30, 2015 and December 31, 2014, respectively) | 1,061 | 2,520 |
Deferred rent | 289 | 0 |
Distributions payable | 688 | 0 |
Total liabilities | 8,705 | 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 | 56 | 0 |
Additional paid-in capital | 121,115 | (2,094) |
Accumulated deficit | (5,317) | (180) |
Total stockholder's equity (deficit) | 115,854 | (2,274) |
Total liabilities and stockholder's equity (deficit) | $ 124,559 | $ 246 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Due to affiliates | $ 314 | $ 1,895 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 5,625,853 | 11,554 |
Common stock, shares outstanding (in shares) | 5,625,853 | 11,554 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | |
Revenues: | ||||
Rental income | $ 1,025 | $ 0 | $ 0 | $ 1,195 |
Operating expense reimbursements | 140 | 0 | 0 | 173 |
Resident services and fee income | 19 | 0 | 0 | 19 |
Revenues | 1,184 | 0 | 0 | 1,387 |
Expenses: | ||||
Property operating and maintenance | 382 | 0 | 0 | 418 |
Operating fees to related party | 15 | 0 | 0 | 15 |
Acquisition and transaction related | 1,415 | 0 | 0 | 1,888 |
General and administrative | 440 | 28 | 44 | 975 |
Depreciation and amortization | 464 | 0 | 0 | 543 |
Total expenses | 2,716 | 28 | 44 | 3,839 |
Operating loss | (1,532) | (28) | (44) | (2,452) |
Interest expense | (25) | 0 | 0 | (25) |
Total other expense | (25) | 0 | 0 | (25) |
Loss before income taxes | (1,557) | (28) | (44) | (2,477) |
Income tax expense | (4) | 0 | 0 | (4) |
Net loss | (1,561) | (28) | (44) | (2,481) |
Comprehensive loss | $ (1,561) | $ (28) | $ (44) | $ (2,481) |
Basic and diluted weighted average shares outstanding (in shares) | 4,614,153 | 8,888 | 7,389 | 2,291,631 |
Basic and diluted net loss per share (in usd per share) | $ (0.34) | $ (3.15) | $ (5.95) | $ (1.08) |
Distributions declared per share (in usd per share) | $ 0.39 | $ 0.86 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2014 | 11,554 | |||
Beginning balance at Dec. 31, 2014 | $ (2,274) | $ 0 | $ (2,094) | $ (180) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock (in shares) | 5,570,998 | |||
Issuance of common stock | 137,291 | $ 56 | 137,235 | |
Common stock offering costs | (15,002) | (15,002) | ||
Common stock issued through distribution reinvestment plan (in shares) | 41,656 | |||
Common stock issued through distribution reinvestment plan | 989 | 989 | ||
Common stock repurchases (in shares) | (1,021) | |||
Common stock repurchases | (25) | (25) | ||
Equity-based compensation (in shares) | 2,666 | |||
Equity-based compensation | 12 | 12 | ||
Distributions declared | (2,656) | (2,656) | ||
Net loss | (2,481) | (2,481) | ||
Ending balance (in shares) at Sep. 30, 2015 | 5,625,853 | |||
Ending balance at Sep. 30, 2015 | $ 115,854 | $ 56 | $ 121,115 | $ (5,317) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 5 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (44) | $ (2,481) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 0 | 543 |
Amortization of deferred financing costs | 0 | 4 |
Amortization of mortgage premium | 0 | (6) |
Amortization of market lease intangibles | 0 | (5) |
Equity-based compensation | 1 | 12 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 0 | (486) |
Accounts payable and accrued expenses | 25 | 508 |
Deferred rent and other liabilities | 0 | 289 |
Restricted cash | 0 | (45) |
Net cash used in operating activities | (18) | (1,667) |
Cash flows from investing activities: | ||
Investments in real estate and other assets | 0 | (67,557) |
Deposits paid for real estate acquisitions | 0 | (875) |
Net cash used in investing activities | 0 | (68,432) |
Cash flows from financing activities: | ||
Payments of mortgage note payable | 0 | (16) |
Payments of deferred financing costs | 0 | (119) |
Proceeds from issuance of common stock | 200 | 136,361 |
Payments of offering costs and fees related to common stock issuances | (994) | (15,795) |
Distributions paid | 0 | (979) |
Advances from affiliate | 813 | (1,210) |
Net cash used by financing activities | 19 | 118,242 |
Net change in cash | 1 | 48,143 |
Cash, beginning of period | 0 | 187 |
Cash, end of period | 1 | 48,330 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 27 |
Supplemental disclosures of cash flow information: | ||
Receivable for sale of common stock | 0 | 930 |
Payable and accrued offering costs | 781 | 436 |
Unfulfilled repurchase requests included in accounts payable, accrued expenses and other liabilities | 0 | 25 |
Assumption of mortgage note payable used to acquire investment in real estate | 0 | 5,124 |
Premium on assumed mortgage note payable | 0 | 172 |
Liabilities assumed in real estate acquisitions | 0 | 11 |
Common stock issued through distribution reinvestment plan | $ 0 | $ 989 |
Organization
Organization | 9 Months Ended |
Sep. 30, 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 to 125.0 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 September 30, 2015 , the Company had 5.6 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total gross proceeds from the IPO of $138.5 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 the purchase price for 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 for investment purposes. 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 September 30, 2015 , the Company owned 13 properties located in 7 states and comprised of 273,620 rentable square feet. 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 ("ARC"), 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 will receive compensation, fees and other expense reimbursements from the Company 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 Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accompanying unaudited 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 and nine months ended September 30, 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 are no comparative consolidated statements of operations and comprehensive loss or consolidated statements of cash flows for the nine months ended September 30, 2014 . There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2015 other than the updates described below. Reclassifications The Company has reclassified $0.1 million from cash flows from operating activities to cash flows from financing activities within the unaudited consolidated statement of cash flows for the period from April 24, 2014 (date of inception) to September 30, 2015 to conform with the current year presentation. Revenue Recognition The Company's rental income is primarily related to rent received from tenants in MOBs and other healthcare-related facilities and from residents in seniors housing — operating properties ("SHOP") held using a structure permitted by the REIT Investment Diversification and Empowerment Act of 2007 ("RIDEA"). Rent from tenants is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease. Because many of the leases provide for rental increases at specified intervals, GAAP requires the Company to record a receivable, and include in revenues on a straight-line basis, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purposes of this calculation. Rental income from residents in the Company's SHOPs is recognized as earned. Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services. The terms of the rent are short term in nature, primarily month-to-month. The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates. The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company records an increase in the allowance for uncollectible accounts or records a direct write-off of the receivable in the consolidated statements of operations. Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable. Resident services and fee income relates to ancillary services performed for residents in the Company's SHOPs. Fees for ancillary services are recorded in the period in which the services are performed. Reportable Segments The Company has determined that it has three reportable segments, with activities related to investing in MOBs, triple-net leased healthcare facilities, and SHOPs. Management evaluates the operating performance of the Company's investments in real estate and SHOPs on an individual property level. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of this new guidance. In January 2015, the FASB issued updated guidance that eliminates from GAAP the concept of an event or transaction that is unusual in nature and occurs infrequently being treated as an extraordinary item. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Any amendments may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company has elected to adopt this new guidance as of September 30, 2015. The Company has assessed the impact from the adoption of this revised guidance and has determined that there is no impact to its financial position, results of operations and 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 on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. 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 September 2015, the FASB issued an update that eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, shall be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company has elected to adopt this new guidance as of September 30, 2015. The adoption of this guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Investments | Real Estate Investments The Company owned 13 properties as of September 30, 2015 . The Company focuses on investing in MOBs, seniors housing communities and other healthcare-related facilities primarily to expand and diversify its portfolio and revenue base. The rentable square feet or annualized straight-line rental income of the following acquisitions represent 5% or more of the Company's total portfolio rentable square feet or annualized straight-line rental income as of September 30, 2015 : On April 20, 2015, the Company, through a wholly owned subsidiary, completed the acquisition of the fee simple interest in a medical office building located in Clearwater, Florida ("RAI Clearwater"). The seller of RAI Clearwater was R.H.C. Investments I, Inc., which had no preexisting relationship with the Company. The contract purchase price of RAI Clearwater was $4.8 million and was funded with proceeds from the Company's ongoing IPO. The Company accounted for the purchase of RAI Clearwater as a business combination and incurred acquisition related costs of $0.1 million , which are reflected in the acquisition and transaction related line item on the accompanying unaudited consolidated statements of operations and comprehensive loss. On June 11, 2015, the Company, through a wholly owned subsidiary, completed the acquisition of the fee simple interest in a medical office building located in Rockwall, Texas ("Rockwall Medical Plaza"). The seller of Rockwall Medical Plaza was Rockwall Medical Properties, L.P., which had no preexisting relationship with the Company. The contract purchase price of Rockwall Medical Plaza was $6.6 million and was funded with proceeds from the Company's ongoing IPO. The Company accounted for the purchase of Rockwall Medical Plaza as a business combination and incurred acquisition related costs of $0.2 million , which are reflected in the acquisition and transaction related line item on the accompanying unaudited consolidated statements of operations and comprehensive loss. On July 24, 2015, the Company, through a wholly owned subsidiary, completed the acquisition of the fee simple interest in a medical office building and a leasehold interest in an adjacent parking lot located in Decatur, Georgia ("Decatur Medical Office Building"). The seller of Decatur Medical Office Building was GCS Stemmer Properties, LLC, which had no preexisting relationship with the Company. The contract purchase price of Decatur Medical Office Building was $5.1 million and was funded with proceeds from the Company's ongoing IPO. The Company accounted for the purchase of Decatur Medical Office Building as a business combination and incurred acquisition related costs of $0.1 million , which are reflected in the acquisition and transaction related line item on the accompanying unaudited consolidated statements of operations and comprehensive loss. On August 3, 2015, the Company, through a wholly owned subsidiary, completed the acquisition of the fee simple interest in a medical office building located in Cleveland, Ohio ("Buckeye Health Center"). The seller of Buckeye Health Center was 200 E. 18 th LLC, which had no preexisting relationship with the Company. The contract purchase price of Buckeye Health Center was $5.6 million and was funded with proceeds from the Company's ongoing IPO. The Company accounted for the purchase of Buckeye Health Center as a business combination and incurred acquisition related costs of $0.1 million , which are reflected in the acquisition and transaction related line item on the accompanying unaudited consolidated statements of operations and comprehensive loss. On August 14, 2015, the Company, through a wholly owned subsidiary, completed the acquisition of the fee simple interest in two adjacent medical office buildings located in Lawrenceville, Georgia ("Philip Professional Center"). The seller of Philip Professional Center was ICM VI – Philip Centre, LP, which had no preexisting relationship with the Company. The contract purchase price of Philip Professional Center was $9.0 million and was funded with $3.9 million in proceeds from the Company's ongoing IPO and the assumption of $5.1 million in existing mortgage debt. The Company accounted for the purchase of Philip Professional Center as a business combination and incurred acquisition related costs of $0.2 million , which are reflected in the acquisition and transaction related line item on the accompanying unaudited consolidated statements of operations and comprehensive loss. On August 21, 2015, the Company, through a wholly owned subsidiary, completed the acquisition of the fee simple interest in a seniors housing community located in Collinsville, Illinois ("Cedarhurst of Collinsville"). The seller of Cedarhurst of Collinsville was Cedarhurst of Collinsville, LLC, which had no preexisting relationship with the Company. The contract purchase price of Cedarhurst of Collinsville was $11.6 million and was funded with proceeds from the Company's ongoing IPO. The Company accounted for the purchase of Cedarhurst of Collinsville as a business combination and incurred acquisition related costs of $0.3 million , which are reflected in the acquisition and transaction related line item on the accompanying unaudited consolidated statements of operations and comprehensive loss. On August 25, 2015, the Company, through a wholly owned subsidiary, completed the acquisition of the fee simple interest in a seniors housing community located in Richmond, Kentucky ("Arcadian Cove Assisted Living"). The sellers of Arcadian Cove Assisted Living were Arcadian Cove, LLC and Arcadian Assisted Living, LLC, neither of which had any preexisting relationship with the Company. The contract purchase price of Arcadian Cove Assisted Living was $4.8 million and was funded with proceeds from the Company's ongoing IPO. The Company accounted for the purchase of Arcadian Cove Assisted Living as a business combination and incurred acquisition related costs of $0.2 million , which are reflected in the acquisition and transaction related line item on the accompanying unaudited consolidated statements of operations and comprehensive loss. On September 11, 2015, the Company, through a wholly owned subsidiary, completed the acquisition of the fee simple interest in a medical office building located in Woodbury, Minnesota ("Woodlake Office Center"). The seller of Woodlake Office Center was Kraus-Anderson, Incorporated, which had no preexisting relationship with the Company. The contract purchase price of Woodlake Office Center was $14.9 million and was funded with proceeds from the Company's ongoing IPO. The Company accounted for the purchase of Woodlake Office Center as a business combination and incurred acquisition related costs of $0.3 million , which are reflected in the acquisition and transaction related line item on the accompanying unaudited consolidated statements of operations and comprehensive loss. The following table presents the allocation of the assets acquired during the nine months ended September 30, 2015 . There were no assets acquired or liabilities assumed during the period from April 24, 2014 (date of inception) to September 30, 2014 . Nine Months Ended (Dollar amounts in thousands) September 30, 2015 Real estate investments, at cost: Land $ 7,192 Buildings, fixtures and improvements 57,073 Total tangible assets 64,265 Acquired intangibles: In-place leases (1) 8,655 Market lease assets (1) 1,362 Market lease liabilities (1) (1,418 ) Total assets acquired, net 72,864 Mortgage note payable assumed to acquire real estate investment (5,124 ) Premium on mortgage assumed (172 ) Other liabilities assumed (11 ) Cash paid for acquired real estate investments $ 67,557 Number of properties purchased 13 _______________ (1) Weighted-average remaining amortization periods for in-place leases, market lease assets and market lease liabilities acquired during the nine months ended September 30, 2015 were 7.4 , 11.0 and 16.7 years, respectively, as of each property's respective acquisition date. The following table presents unaudited pro forma information as if the acquisitions that were completed during the nine months ended September 30, 2015 had been consummated on April 24, 2014 (date of inception). Additionally, the unaudited pro forma net income (loss) was adjusted to reclassify acquisition and transaction related expenses of $1.9 million from the nine months ended September 30, 2015 to the period from April 24, 2014 (date of inception) to September 30, 2014 . Nine Months Ended For the Period from April 24, 2014 (In thousands, except for per share information) September 30, 2015 September 30, 2014 Pro forma revenues (1)(2) $ 6,562 $ 3,846 Pro forma net income (loss) (1)(2) $ 334 $ (1,156 ) Basic weighted average shares outstanding 2,291,631 7,389 Basic pro forma net income (loss) per share $ 0.15 $ (156.45 ) Diluted weighted average shares outstanding 2,295,078 7,389 Diluted pro forma net income (loss) per share $ 0.10 $ (156.45 ) _______________ (1) For the nine months ended September 30, 2015 , aggregate revenues and net income derived from the Company's 2015 acquisitions (for the Company's period of ownership) were $1.4 million and $0.4 million , respectively. (2) During the period from October 1, 2015 to November 6, 2015 , the Company completed its acquisition of two properties. As of the date that these unaudited 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 unaudited consolidated financial statements the pro forma effect of these acquisitions (see Note 13 — 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 September 30, 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 October 1, 2015 — December 31, 2015 $ 1,183 2016 4,760 2017 4,833 2018 4,905 2019 4,748 Thereafter 23,375 $ 43,804 The following table lists the tenants (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 September 30, 2015 . The Company did not own any properties and had no tenant concentrations as of September 30, 2014 . Tenant September 30, 2015 Summit Orthopedics, Ltd. 14.2% United States of America 11.3% The following table lists the states 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 as of September 30, 2015 . The Company did not own any properties and had no state concentrations as of September 30, 2014 . State September 30, 2015 Georgia 19.2% Illinois 40.6% Minnesota 14.2% |
Mortgage Notes Payable
Mortgage Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Mortgage Note Payable The following table reflects the Company's mortgage note payable as of September 30, 2015 . The Company had no mortgage notes payable as of December 31, 2014 . Encumbered Properties Outstanding Loan Amount as of Effective Interest Rate Interest Rate Portfolio September 30, 2015 Maturity (In thousands) Philip Professional Center — Lawrenceville, GA 2 $ 5,108 4.0 % Fixed Oct. 2019 Real estate investment, at cost, of $9.2 million at September 30, 2015 related to the mortgage note payable at September 30, 2015 has been pledged as collateral and is not available to satisfy our debts and obligations unless first satisfying the mortgage note payable on the property. The Company makes payments of principal and interest on its mortgage note payable on a monthly basis. The following table summarizes the scheduled aggregate principal payments on the Company's mortgage note payable for the five years subsequent to September 30, 2015 : (In thousands) Future Principal Payments October 1, 2015 — December 31, 2015 $ 16 2016 96 2017 100 2018 104 2019 4,792 Thereafter — $ 5,108 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, if any, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Unobservable inputs that reflect the entity's own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, receivable for sale of common stock, prepaid expenses and other assets, accounts payable and accrued expenses, deferred rent and distributions payable approximates their carrying value on the unaudited consolidated balance sheets due to their short-term nature. The fair value of the Company's remaining financial instrument that is not reported at fair value on the unaudited consolidated balance sheet is reported below: Carrying Amount (1) at Fair Value at (In thousands) Level September 30, 2015 September 30, 2015 Mortgage note payable and premium, net 3 $ 5,274 $ 5,321 _______________ (1) Carrying value includes mortgage note payable of $5.1 million and mortgage premium, net of $0.2 million as of September 30, 2015 . The fair value of the mortgage note payable is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Common Stock | Common Stock The Company had 5.6 million and 11,554 shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total gross proceeds of $138.5 million and $0.2 million as of September 30, 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, and after two years from the purchase date — the lower of $23.75 or 95% 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. The following table reflects the number of shares repurchased cumulatively through September 30, 2015 : Number of Requests Number of Shares Repurchased Average Price per Share Cumulative repurchases as of December 31, 2014 — — $ — Nine Months Ended September 31, 2015 (1) 1 1,021 24.97 Cumulative repurchases as of September 31, 2015 (1) 1 1,021 $ 24.97 _______________ (1) Includes one unfulfilled repurchase request consisting of 1,021 shares for approximately $25,000 and an average repurchase price per share of $24.97 , which was approved for repurchase as of September 30, 2015 and was completed in October 2015 . The accrual for this unfulfilled repurchase request is reflected in the accounts payable and accrued expenses line item in the accompanying unaudited consolidated balance sheets. 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. Distribution Reinvestment Plan Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased 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 reinvestment pursuant to 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 unaudited consolidated balance sheets in the period distributions are declared. During the nine months ended September 30, 2015 , the Company issued 41,656 shares of common stock pursuant to the DRIP, with a value of $1.0 million and a par value of $0.01 per share. |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements As of September 30, 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 September 30, 2015 and December 31, 2014 , the Company had $0.3 million and $1.9 million , respectively, payable to related parties. 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 September 30, Nine Months Ended For the Period from April 24, 2014 Payable as of (In thousands) 2015 2014 September 30, 2015 September 30, September 30, December 31, 2014 Total commissions and fees incurred from and due to the Dealer Manager $ 4,663 $ — $ 11,942 $ — $ 81 $ — 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 and the Advisor or its affiliates on behalf of the Company are charged to additional paid-in capital on the accompanying unaudited consolidated balance sheet as of September 30, 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 September 30, Nine Months Ended For the Period from April 24, 2014 Payable as of (In thousands) 2015 2014 September 30, 2015 September 30, September 30, December 31, 2014 Fees and expense reimbursements incurred from and due to the Advisor $ 721 $ 43 $ 782 $ 43 $ 42 $ 66 Fees and expense reimbursements incurred from and due to the Dealer Manager 422 233 1,239 237 164 619 Fees and expense reimbursements incurred from and due to the Sponsor 7 — 7 — — — Total fees and expense reimbursements incurred from and due to the Advisor and Dealer Manager $ 1,150 $ 276 $ 2,028 $ 280 $ 206 $ 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 September 30, 2015 , offering and related costs, excluding commissions and dealer manager fees, exceeded 2.0% of gross proceeds received from the IPO by $2.6 million . 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 September 30, 2015 , cumulative offering costs were $17.3 million . As of September 30, 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. 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) 0.1875% multiplied by (z) the cost of the Company's assets (until the NAV pricing date, then the lower of the cost of assets and the fair value of the Company’s assets) 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 statements of operations and comprehensive loss until the performance condition is considered probable to occur. As of September 30, 2015 , the Company's board of directors had approved the issuance of 1,457 Class B Units to the Advisor in connection with this arrangement. 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 affiliates of the Property Manager both a property management fee and an oversight fee with respect to any particular property. Property management fees are recorded to operating fees to related party in the accompanying unaudited consolidated statements of operations and comprehensive loss. 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 unaudited consolidated statements 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 September 30, Nine Months Ended For the Period from April 24, 2014 2015 2014 September 30, 2015 September 30, 2014 Payable as of (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, December 31, 2014 One-time fees and reimbursements: Acquisition fees $ 855 $ — $ — $ — $ 1,091 $ — $ — $ — $ — $ — Acquisition cost reimbursements 285 — — — 364 — — — — — Financing coordination fees 38 — — — 38 — — — — — Ongoing fees and reimbursements: Property management fees 15 — — — 15 3 — — 15 — Professional fees and reimbursements 81 — — — 277 — — — 12 — Total related party operating fees and reimbursements $ 1,274 $ — $ — $ — $ 1,785 $ 3 $ — $ — $ 27 $ — 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 or for persons serving as executive officers of the Company. No reimbursement was incurred from the Advisor for providing such services during the three and nine months ended September 30, 2015 , the three months ended September 30, 2014 or during the period from April 24, 2014 (date of inception) to September 30, 2014 . For the four preceding fiscal quarters, the Company's operating expenses exceeded the 2%/25% Limitation by $0.8 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 and nine months ended September 30, 2015 , the three months ended September 30, 2014 or 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 expenses were absorbed by the Advisor during the three and nine months ended September 30, 2015 , the three months ended September 30, 2014 or the period from April 24, 2014 (date of inception) to September 30, 2014 . 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 and nine months ended September 30, 2015 , the three months ended September 30, 2014 or the period from April 24, 2014 (date of inception) to September 30, 2014 . 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 agents and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission. Real estate commissions will only be payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such fees were incurred during the three and nine months ended September 30, 2015 , the three months ended September 30, 2014 or 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 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 and nine months ended September 30, 2015 , the three months ended September 30, 2014 or 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 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 and nine months ended September 30, 2015 , the three months ended September 30, 2014 or 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 6.0% 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 | 9 Months Ended |
Sep. 30, 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. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 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, after initial election to the board of directors and after each annual stockholder's meeting, with such shares vesting annually beginning with the one year anniversary of initial election to the board of directors and the date of the next annual meeting, respectively. Restricted shares issued to independent directors will vest over a five -year period in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP 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 Common Shares Weighted-Average Issue Price Unvested December 31, 2014 2,666 $ 22.50 Granted 2,666 22.50 Vested — — Forfeitures — — Unvested, September 30, 2015 5,332 $ 22.50 As of September 30, 2015 , the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share award grants under the Company's RSP. That cost is expected to be recognized over a weighted average period of 3.8 years . The fair value of the restricted shares is being expensed on a straight-line basis over the service period of five years. Compensation expense related to restricted shares was approximately $6,000 and $12,000 for the three and nine months ended September 30, 2015 , respectively. Compensation expense related to restricted shares was approximately $1,000 for the three months ended September 30, 2014 and the period from April 24, 2014 (date of inception) to September 30, 2014 . Compensation expense related to restricted shares is recorded as general and administrative expense in the accompanying unaudited consolidated statements of operations and comprehensive loss. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2015 , the three months ended September 30, 2014 and for the period from April 24, 2014 (date of inception) to September 30, 2014 : Three Months Ended September 30, Nine Months Ended September 30, For the Period from April 24, 2014 (In thousands) 2015 2014 2015 September 30, 2014 Net loss $ (1,561 ) $ (28 ) $ (2,481 ) $ (44 ) Basic and diluted weighted average shares outstanding 4,614,153 8,888 2,291,631 7,389 Basic and diluted net loss per share $ (0.34 ) $ (3.15 ) $ (1.08 ) $ (5.95 ) The Company had the following potentially dilutive securities as of September 30, 2015 and 2014 , which were excluded from the calculation of diluted loss per share attributable to stockholders as their effect would have been antidilutive: September 30, 2015 2014 Unvested restricted shares 5,332 2,666 OP Units 90 — Class B Units 1,457 — Total potentially dilutive securities 6,879 2,666 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting During the three and nine months ended September 30, 2015 , the Company operated in three reportable business segments for management and internal financial reporting purposes: medical office buildings, triple-net leased healthcare facilities and seniors housing — operating properties. During the three months ended September 30, 2014 and the period from April 24, 2014 (date of inception) to September 30, 2014 , the Company did not own any properties and had not commenced real estate operations. These operating segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated by the Company's executive officers in deciding how to allocate resources and in assessing performance. The medical office building segment primarily consists of MOBs leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses. The triple-net leased healthcare facilities segment primarily consists of investments in seniors housing communities, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses. The SHOP segment consists of direct investments in seniors housing communities, primarily providing assisted living, independent living and memory care services, which the Company operates through engaging independent third-party managers. The Company evaluates performance of the combined properties in each segment based on net operating income. Net operating income is defined as total revenues less property operating and maintenance expenses. There are no intersegment sales or transfers. The Company uses net operating income to evaluate the operating performance of real estate investments and to make decisions concerning the operation of the properties. The Company believes that net operating income is useful to investors in understanding the value of income-producing real estate. Net income (loss) is the GAAP measure that is most directly comparable to net operating income; however, net operating income should not be considered as an alternative to net income as the primary indicator of operating performance as it excludes certain items such as operating fees to the Advisor and Property Manager, acquisition and transaction related expenses, general and administrative expenses, depreciation and amortization expense, interest expense and income tax expense. Additionally, net operating income as defined by the Company may not be comparable to net operating income as defined by other REITs or companies. The following tables reconcile the segment activity to consolidated net loss for the three and nine months ended September 30, 2015 . Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Revenues: Rental income $ 690 $ 43 $ 292 $ 1,025 $ 860 $ 43 $ 292 $ 1,195 Operating expense reimbursements 140 — — 140 173 — — 173 Resident services and fee income — — 19 19 — — 19 19 Total revenues 830 43 311 1,184 1,033 43 311 1,387 Property operating and maintenance 184 — 198 382 220 — 198 418 Net operating income $ 646 $ 43 $ 113 802 $ 813 $ 43 $ 113 969 Operating fees to related party (15 ) (15 ) Acquisition and transaction related (1,415 ) (1,888 ) General and administrative (440 ) (975 ) Depreciation and amortization (464 ) (543 ) Interest expense (25 ) (25 ) Income tax expense (4 ) (4 ) Net loss $ (1,561 ) $ (2,481 ) The following table reconciles the segment activity to consolidated total assets as of the periods presented: September 30, December 31, (In thousands) 2015 2014 (Unaudited) ASSETS Investments in real estate, net: Medical office buildings $ 57,464 $ — Triple-net leased healthcare facilities 4,761 — Seniors housing — operating properties 11,494 — Total investments in real estate, net 73,719 — Cash 48,330 187 Restricted cash 45 — Receivable for sale of common stock 930 — Prepaid expenses and other assets 1,420 59 Deferred costs, net 115 — Total assets $ 124,559 $ 246 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company has entered into an operating lease agreement related to a certain acquisition under a leasehold interest arrangement. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter under this arrangement. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items. (In thousands) Future Minimum Base Rental Payments October 1, 2015 — December 31, 2015 $ 8 2016 32 2017 33 2018 34 2019 35 Thereafter 106 $ 248 Total rental expense from the Company's operating lease was approximately $6,000 during the three and nine months ended September 30, 2015 . The Company did not own any real estate investments and therefore had no operating lease agreements or related expense during the the three months ended September 30, 2014 or for the period from April 24, 2014 (date of inception) to September 30, 2014 . 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 | 9 Months Ended |
Sep. 30, 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 October 31, 2015 , the Company had 6.3 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 $155.7 million . Total capital raised to date, including shares issued under the DRIP, is as follows: Source of Capital (In thousands) Inception to September 30, 2015 October 1, 2015 to October 31, 2015 Total Common stock $ 138,454 $ 17,205 $ 155,659 Acquisitions The following table presents certain information about the properties that the Company acquired from October 1, 2015 to November 6, 2015 : Number of Properties Rentable Square Feet Base Purchase Price (1) (In thousands) Portfolio, September 30, 2015 13 273,620 $ 72,719 Acquisitions 2 52,663 12,275 Portfolio, November 6, 2015 15 326,283 $ 84,994 ________________________ (1) Contract purchase price, excluding acquisition fees of $1.3 million and other acquisition related costs. Sponsor Transaction On November 9, 2015, ARC advised the Company that ARC and Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) have mutually agreed to terminate an agreement, dated as of August 6, 2015, pursuant to which Apollo would have purchased a controlling interest in a newly formed company that would have owned a majority of the ongoing asset management business of AR Capital, including the Advisor and the Property Manager. The termination has no effect on the Company’s current management team. Also on November 9, 2015, RCS Capital Corporation (“RCS Capital”), the parent of the Dealer Manager and a company under common control with ARC, and Apollo announced that they have mutually agreed to amend an agreement, dated as of August 6, 2015, pursuant to which RCS Capital will sell its wholesale distribution business, including the Dealer Manager, to an affiliate of Apollo. This transaction is subject to customary closing conditions and regulatory approvals and is expected to close early in the first quarter of 2016. American National Stock Transfer, LLC and RCS Advisory Services, LLC will remain as subsidiaries of RCS Capital. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company's rental income is primarily related to rent received from tenants in MOBs and other healthcare-related facilities and from residents in seniors housing — operating properties ("SHOP") held using a structure permitted by the REIT Investment Diversification and Empowerment Act of 2007 ("RIDEA"). Rent from tenants is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease. Because many of the leases provide for rental increases at specified intervals, GAAP requires the Company to record a receivable, and include in revenues on a straight-line basis, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purposes of this calculation. Rental income from residents in the Company's SHOPs is recognized as earned. Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services. The terms of the rent are short term in nature, primarily month-to-month. The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates. The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company records an increase in the allowance for uncollectible accounts or records a direct write-off of the receivable in the consolidated statements of operations. Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable. Resident services and fee income relates to ancillary services performed for residents in the Company's SHOPs. Fees for ancillary services are recorded in the period in which the services are performed. |
Reportable Segments | Reportable Segments The Company has determined that it has three reportable segments, with activities related to investing in MOBs, triple-net leased healthcare facilities, and SHOPs. Management evaluates the operating performance of the Company's investments in real estate and SHOPs on an individual property level. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of this new guidance. In January 2015, the FASB issued updated guidance that eliminates from GAAP the concept of an event or transaction that is unusual in nature and occurs infrequently being treated as an extraordinary item. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Any amendments may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company has elected to adopt this new guidance as of September 30, 2015. The Company has assessed the impact from the adoption of this revised guidance and has determined that there is no impact to its financial position, results of operations and 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 on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. 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 September 2015, the FASB issued an update that eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, shall be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company has elected to adopt this new guidance as of September 30, 2015. The adoption of this guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table presents the allocation of the assets acquired during the nine months ended September 30, 2015 . There were no assets acquired or liabilities assumed during the period from April 24, 2014 (date of inception) to September 30, 2014 . Nine Months Ended (Dollar amounts in thousands) September 30, 2015 Real estate investments, at cost: Land $ 7,192 Buildings, fixtures and improvements 57,073 Total tangible assets 64,265 Acquired intangibles: In-place leases (1) 8,655 Market lease assets (1) 1,362 Market lease liabilities (1) (1,418 ) Total assets acquired, net 72,864 Mortgage note payable assumed to acquire real estate investment (5,124 ) Premium on mortgage assumed (172 ) Other liabilities assumed (11 ) Cash paid for acquired real estate investments $ 67,557 Number of properties purchased 13 _______________ (1) Weighted-average remaining amortization periods for in-place leases, market lease assets and market lease liabilities acquired during the nine months ended September 30, 2015 were 7.4 , 11.0 and 16.7 years, respectively, as of each property's respective acquisition date. |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma information as if the acquisitions that were completed during the nine months ended September 30, 2015 had been consummated on April 24, 2014 (date of inception). Additionally, the unaudited pro forma net income (loss) was adjusted to reclassify acquisition and transaction related expenses of $1.9 million from the nine months ended September 30, 2015 to the period from April 24, 2014 (date of inception) to September 30, 2014 . Nine Months Ended For the Period from April 24, 2014 (In thousands, except for per share information) September 30, 2015 September 30, 2014 Pro forma revenues (1)(2) $ 6,562 $ 3,846 Pro forma net income (loss) (1)(2) $ 334 $ (1,156 ) Basic weighted average shares outstanding 2,291,631 7,389 Basic pro forma net income (loss) per share $ 0.15 $ (156.45 ) Diluted weighted average shares outstanding 2,295,078 7,389 Diluted pro forma net income (loss) per share $ 0.10 $ (156.45 ) _______________ (1) For the nine months ended September 30, 2015 , aggregate revenues and net income derived from the Company's 2015 acquisitions (for the Company's period of ownership) were $1.4 million and $0.4 million , respectively. (2) During the period from October 1, 2015 to November 6, 2015 , the Company completed its acquisition of two properties. As of the date that these unaudited 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 unaudited consolidated financial statements the pro forma effect of these acquisitions (see Note 13 — 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 September 30, 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 October 1, 2015 — December 31, 2015 $ 1,183 2016 4,760 2017 4,833 2018 4,905 2019 4,748 Thereafter 23,375 $ 43,804 |
Schedule of Annualized Rental Income by Major Tenants | The following table lists the tenants (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 September 30, 2015 . The Company did not own any properties and had no tenant concentrations as of September 30, 2014 . Tenant September 30, 2015 Summit Orthopedics, Ltd. 14.2% United States of America 11.3% |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table lists the states 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 as of September 30, 2015 . The Company did not own any properties and had no state concentrations as of September 30, 2014 . State September 30, 2015 Georgia 19.2% Illinois 40.6% Minnesota 14.2% |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table reflects the Company's mortgage note payable as of September 30, 2015 . The Company had no mortgage notes payable as of December 31, 2014 . Encumbered Properties Outstanding Loan Amount as of Effective Interest Rate Interest Rate Portfolio September 30, 2015 Maturity (In thousands) Philip Professional Center — Lawrenceville, GA 2 $ 5,108 4.0 % Fixed Oct. 2019 |
Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal payments on the Company's mortgage note payable for the five years subsequent to September 30, 2015 : (In thousands) Future Principal Payments October 1, 2015 — December 31, 2015 $ 16 2016 96 2017 100 2018 104 2019 4,792 Thereafter — $ 5,108 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The fair value of the Company's remaining financial instrument that is not reported at fair value on the unaudited consolidated balance sheet is reported below: Carrying Amount (1) at Fair Value at (In thousands) Level September 30, 2015 September 30, 2015 Mortgage note payable and premium, net 3 $ 5,274 $ 5,321 _______________ (1) Carrying value includes mortgage note payable of $5.1 million and mortgage premium, net of $0.2 million as of September 30, 2015 . |
Common Stock Common Stock (Tabl
Common Stock Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Class of Treasury Stock | The following table reflects the number of shares repurchased cumulatively through September 30, 2015 : Number of Requests Number of Shares Repurchased Average Price per Share Cumulative repurchases as of December 31, 2014 — — $ — Nine Months Ended September 31, 2015 (1) 1 1,021 24.97 Cumulative repurchases as of September 31, 2015 (1) 1 1,021 $ 24.97 _______________ (1) Includes one unfulfilled repurchase request consisting of 1,021 shares for approximately $25,000 and an average repurchase price per share of $24.97 , which was approved for repurchase as of September 30, 2015 and was completed in October 2015 . The accrual for this unfulfilled repurchase request is reflected in the accounts payable and accrued expenses line item in the accompanying unaudited consolidated balance sheets. |
Related Party Transactions an25
Related Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended For the Period from April 24, 2014 Payable as of (In thousands) 2015 2014 September 30, 2015 September 30, September 30, December 31, 2014 Total commissions and fees incurred from and due to the Dealer Manager $ 4,663 $ — $ 11,942 $ — $ 81 $ — |
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 September 30, Nine Months Ended For the Period from April 24, 2014 Payable as of (In thousands) 2015 2014 September 30, 2015 September 30, September 30, December 31, 2014 Fees and expense reimbursements incurred from and due to the Advisor $ 721 $ 43 $ 782 $ 43 $ 42 $ 66 Fees and expense reimbursements incurred from and due to the Dealer Manager 422 233 1,239 237 164 619 Fees and expense reimbursements incurred from and due to the Sponsor 7 — 7 — — — Total fees and expense reimbursements incurred from and due to the Advisor and Dealer Manager $ 1,150 $ 276 $ 2,028 $ 280 $ 206 $ 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 September 30, Nine Months Ended For the Period from April 24, 2014 2015 2014 September 30, 2015 September 30, 2014 Payable as of (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, December 31, 2014 One-time fees and reimbursements: Acquisition fees $ 855 $ — $ — $ — $ 1,091 $ — $ — $ — $ — $ — Acquisition cost reimbursements 285 — — — 364 — — — — — Financing coordination fees 38 — — — 38 — — — — — Ongoing fees and reimbursements: Property management fees 15 — — — 15 3 — — 15 — Professional fees and reimbursements 81 — — — 277 — — — 12 — Total related party operating fees and reimbursements $ 1,274 $ — $ — $ — $ 1,785 $ 3 $ — $ — $ 27 $ — |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 Common Shares Weighted-Average Issue Price Unvested December 31, 2014 2,666 $ 22.50 Granted 2,666 22.50 Vested — — Forfeitures — — Unvested, September 30, 2015 5,332 $ 22.50 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2015 , the three months ended September 30, 2014 and for the period from April 24, 2014 (date of inception) to September 30, 2014 : Three Months Ended September 30, Nine Months Ended September 30, For the Period from April 24, 2014 (In thousands) 2015 2014 2015 September 30, 2014 Net loss $ (1,561 ) $ (28 ) $ (2,481 ) $ (44 ) Basic and diluted weighted average shares outstanding 4,614,153 8,888 2,291,631 7,389 Basic and diluted net loss per share $ (0.34 ) $ (3.15 ) $ (1.08 ) $ (5.95 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following potentially dilutive securities as of September 30, 2015 and 2014 , which were excluded from the calculation of diluted loss per share attributable to stockholders as their effect would have been antidilutive: September 30, 2015 2014 Unvested restricted shares 5,332 2,666 OP Units 90 — Class B Units 1,457 — Total potentially dilutive securities 6,879 2,666 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables reconcile the segment activity to consolidated net loss for the three and nine months ended September 30, 2015 . Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Medical Office Buildings Triple-Net Leased Healthcare Facilities Seniors Housing — Operating Properties Consolidated Revenues: Rental income $ 690 $ 43 $ 292 $ 1,025 $ 860 $ 43 $ 292 $ 1,195 Operating expense reimbursements 140 — — 140 173 — — 173 Resident services and fee income — — 19 19 — — 19 19 Total revenues 830 43 311 1,184 1,033 43 311 1,387 Property operating and maintenance 184 — 198 382 220 — 198 418 Net operating income $ 646 $ 43 $ 113 802 $ 813 $ 43 $ 113 969 Operating fees to related party (15 ) (15 ) Acquisition and transaction related (1,415 ) (1,888 ) General and administrative (440 ) (975 ) Depreciation and amortization (464 ) (543 ) Interest expense (25 ) (25 ) Income tax expense (4 ) (4 ) Net loss $ (1,561 ) $ (2,481 ) The following table reconciles the segment activity to consolidated total assets as of the periods presented: September 30, December 31, (In thousands) 2015 2014 (Unaudited) ASSETS Investments in real estate, net: Medical office buildings $ 57,464 $ — Triple-net leased healthcare facilities 4,761 — Seniors housing — operating properties 11,494 — Total investments in real estate, net 73,719 — Cash 48,330 187 Restricted cash 45 — Receivable for sale of common stock 930 — Prepaid expenses and other assets 1,420 59 Deferred costs, net 115 — Total assets $ 124,559 $ 246 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases Disclosure | These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items. (In thousands) Future Minimum Base Rental Payments October 1, 2015 — December 31, 2015 $ 8 2016 32 2017 33 2018 34 2019 35 Thereafter 106 $ 248 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Schedule of Subsequent Events | The following table presents certain information about the properties that the Company acquired from October 1, 2015 to November 6, 2015 : Number of Properties Rentable Square Feet Base Purchase Price (1) (In thousands) Portfolio, September 30, 2015 13 273,620 $ 72,719 Acquisitions 2 52,663 12,275 Portfolio, November 6, 2015 15 326,283 $ 84,994 ________________________ (1) Contract purchase price, excluding acquisition fees of $1.3 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 September 30, 2015 October 1, 2015 to October 31, 2015 Total Common stock $ 138,454 $ 17,205 $ 155,659 |
Organization (Narrative) (Detai
Organization (Narrative) (Details) | Feb. 11, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)ft²propertystate$ / sharesshares | Sep. 30, 2015USD ($)ft²state$ / sharesshares | Aug. 20, 2014USD ($)$ / sharesshares |
Operations [Line Items] | ||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | |||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Subscriptions required to break escrow | $ | $ 2,000,000 | |||||
Common stock, shares outstanding (in shares) | 11,554 | 5,625,853 | 5,625,853 | |||
Proceeds from issuance of common stock | $ | $ 200,000 | $ 200,000 | $ 136,361,000 | $ 138,454,000 | ||
Trading days after second year anniversary of the escrow break for determining net asset value price | 150 days | |||||
Number of properties purchased | property | 13 | |||||
Number of states Company operates in | state | 7 | 7 | ||||
Area of real estate property | ft² | 273,620 | 273,620 | ||||
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 | ||||
Common Stock | ||||||
Operations [Line Items] | ||||||
Share Price (in usd per share) | $ / shares | $ 25 | |||||
Shares available for issuance under a distribution reinvestment plan (in shares) | 26,300,000 | |||||
Common stock, shares outstanding (in shares) | 11,554 | 5,600,000 | 5,600,000 | |||
Common Stock | Minimum | ||||||
Operations [Line Items] | ||||||
Share Price, DRIP (in usd per share) | $ / shares | $ 23.75 | $ 23.75 | ||||
Share Price, DRIP, percentage of estimated value of common stock | 95.00% | 95.00% | ||||
IPO | ||||||
Operations [Line Items] | ||||||
Common stock, shares authorized (in shares) | 125,000,000 | |||||
Stock available for issuance in public offering | $ | $ 3,125,000,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 17 Months Ended |
Sep. 30, 2015segment | Sep. 30, 2015segment | Sep. 30, 2015USD ($) | |
Accounting Policies [Abstract] | |||
Reclassification adjustment | $ 0.1 | ||
Number of reportable segments | segment | 3 | 3 |
Real Estate Investments (Narrat
Real Estate Investments (Narrative) (Details) $ in Thousands | Sep. 11, 2015USD ($) | Aug. 25, 2015USD ($) | Aug. 21, 2015USD ($) | Aug. 14, 2015USD ($) | Aug. 03, 2015USD ($) | Jul. 24, 2015USD ($) | Jun. 11, 2015USD ($) | Apr. 20, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)property |
Business Acquisition [Line Items] | ||||||||||||
Number of properties purchased | property | 13 | |||||||||||
Acquisition and transaction related | $ 1,415 | $ 0 | $ 0 | $ 1,888 | ||||||||
RAI Clearwater | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contract purchase price | $ 4,800 | |||||||||||
Acquisition and transaction related | $ 100 | |||||||||||
Rockwall Medical Plaza | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contract purchase price | $ 6,600 | |||||||||||
Acquisition and transaction related | $ 200 | |||||||||||
Decatur Medical Office Building | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contract purchase price | $ 5,100 | |||||||||||
Acquisition and transaction related | $ 100 | |||||||||||
Buckeye Health Center | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contract purchase price | $ 5,600 | |||||||||||
Acquisition and transaction related | $ 100 | |||||||||||
Philip Professional Center | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contract purchase price | $ 9,000 | |||||||||||
Payments to acquire businesses | 3,900 | |||||||||||
Mortgage debt assumed | 5,100 | |||||||||||
Acquisition and transaction related | $ 200 | |||||||||||
Cedarhurst of Collinsville | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contract purchase price | $ 11,600 | |||||||||||
Acquisition and transaction related | $ 300 | |||||||||||
Arcadian Cove Assisted Living | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contract purchase price | $ 4,800 | |||||||||||
Acquisition and transaction related | $ 200 | |||||||||||
Woodlake Office Center | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contract purchase price | $ 14,900 | |||||||||||
Acquisition and transaction related | $ 300 |
Real Estate Investments (Acquir
Real Estate Investments (Acquired Assets) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)property | ||
Real estate investments | ||
Land | $ 7,192 | |
Buildings, fixtures and improvements | 57,073 | |
Total tangible assets | 64,265 | |
Total assets acquired, net | 72,864 | |
Mortgage note payable assumed to acquire real estate investment | (5,124) | |
Premium on mortgage assumed | (172) | |
Other liabilities assumed | (11) | |
Cash paid for acquired real estate investments | $ 67,557 | |
Number of properties purchased | property | 13 | |
In-place leases | ||
Real estate investments | ||
Acquired intangibles: | $ 8,655 | [1] |
Amortization period | 7 years 4 months 24 days | |
Above Market Leases | ||
Real estate investments | ||
Acquired intangibles: | $ 1,362 | |
Amortization period | 11 years | |
Market lease liabilities | ||
Real estate investments | ||
Market lease liabilities | $ (1,418) | [1] |
Amortization period | 16 years 8 months 12 days | |
[1] | Weighted-average remaining amortization periods for in-place leases, market lease assets and market lease liabilities acquired during the nine months ended September 30, 2015 were 7.4, 11.0 and 16.7 years, respectively, as of each property's respective acquisition date. |
Real Estate Investments (Pro Fo
Real Estate Investments (Pro Forma Information) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Nov. 06, 2015property | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)property$ / sharesshares | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Pro forma revenues | [1],[2] | $ 3,846 | $ 6,562 | |||
Pro forma net loss | [1],[2] | $ (1,156) | $ 334 | |||
Basic weighted average shares outstanding (in shares) | shares | 7,389 | 2,291,631 | ||||
Basic pro forma net income (loss) per share (in usd per share) | $ / shares | $ (156.45) | $ 0.15 | ||||
Diluted weighted average shares outstanding (in shares) | shares | 7,389 | 2,295,078 | ||||
Diluted pro forma net income (loss) per share (in usd per share) | $ / shares | $ (156.45) | $ 0.10 | ||||
Total revenues | $ 1,184 | $ 0 | $ 0 | $ 1,387 | ||
Net loss | $ (44) | $ (2,481) | ||||
Number of properties purchased | property | 13 | |||||
2015 Acquisitions | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Total revenues | $ 1,400 | |||||
Net loss | $ 400 | |||||
Subsequent Event | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Number of properties purchased | property | 2 | |||||
[1] | During the period from October 1, 2015 to November 6, 2015, the Company completed its acquisition of two properties. As of the date that these unaudited 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 unaudited consolidated financial statements the pro forma effect of these acquisitions (see Note 13 — Subsequent Events). | |||||
[2] | For the nine months ended September 30, 2015, aggregate revenues and net income derived from the Company's 2015 acquisitions (for the Company's period of ownership) were $1.4 million and $0.4 million, respectively. |
Real Estate Investments (Future
Real Estate Investments (Future Minimum Payments) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Real Estate Investments, Net [Abstract] | |
October 1, 2015 — December 31, 2015 | $ 1,183 |
2,016 | 4,760 |
2,017 | 4,833 |
2,018 | 4,905 |
2,019 | 4,748 |
Thereafter | 23,375 |
Total | $ 43,804 |
Real Estate Investments (Custom
Real Estate Investments (Customer Concentration) (Details) - Sales Revenue, Net - Customer Concentration Risk | 9 Months Ended |
Sep. 30, 2015 | |
Summit Orthopedics Ltd | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 14.20% |
United States of America | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 11.30% |
Real Estate Investments (Geogra
Real Estate Investments (Geographic Concentrations) (Details) - Geographic Concentration Risk - Sales Revenue, Net | 9 Months Ended |
Sep. 30, 2015 | |
Georgia | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 19.20% |
Illinois | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 40.60% |
Minnesota | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 14.20% |
Mortgage Notes Payable (Mortgag
Mortgage Notes Payable (Mortgage Notes) (Details) $ in Thousands | Sep. 30, 2015USD ($)property | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||
Mortgage note payable | $ 5,108 | $ 0 |
Real estate investments relating to notes payable | 9,200 | |
Mortgages | ||
Debt Instrument [Line Items] | ||
Mortgage note payable | $ 5,108 | |
Philip Professional Center - Lawrenceville, GA | Mortgages | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 2 | |
Mortgage note payable | $ 5,108 | |
Effective Interest Rate | 4.00% |
Mortgage Notes Payable (Mortg40
Mortgage Notes Payable (Mortgage Principal Payments) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Secured Debt | $ 5,108 | $ 0 |
Mortgages | ||
Debt Instrument [Line Items] | ||
October 1, 2015 — December 31, 2015 | 16 | |
2,016 | 96 | |
2,017 | 100 | |
2,018 | 104 | |
2,019 | 4,792 | |
Thereafter | 0 | |
Secured Debt | $ 5,108 |
Fair Value of Financial Instr41
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mortgage notes payable | $ 5,108 | $ 0 | |
Mortgage premium, net | 166 | $ 0 | |
Mortgages | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mortgage notes payable | 5,108 | ||
Significant Unobservable Inputs Level 3 | Mortgages | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | [1] | 5,274 | |
Significant Unobservable Inputs Level 3 | Mortgages | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | $ 5,321 | ||
[1] | Carrying value includes mortgage note payable of $5.1 million and mortgage premium, net of $0.2 million as of September 30, 2015. |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 29, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Aug. 20, 2014 |
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 11,554 | 5,625,853 | 5,625,853 | |||
Proceeds from issuance of common stock | $ 200 | $ 200 | $ 136,361 | $ 138,454 | ||
Dividends declared per day (in dollars per share) | $ 0.0042808219 | |||||
Short term trading fee | 2.00% | |||||
Repurchase price as a percent of shares outstanding | 5.00% | 5.00% | ||||
Common stock issued through distribution reinvestment plan | $ 0 | $ 989 | ||||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
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% | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 11,554 | 5,600,000 | 5,600,000 | |||
Common stock issued through distribution reinvestment plan (in shares) | 41,656 |
Common Stock (Cumulative Share
Common Stock (Cumulative Share Repurchases) (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 9 Months Ended | 27 Months Ended | 36 Months Ended | ||
Nov. 30, 2015USD ($) | Sep. 30, 2015USD ($)request$ / sharesshares | Dec. 31, 2014request$ / sharesshares | Sep. 30, 2015request$ / sharesshares | |||
Class of Stock [Line Items] | ||||||
Number of Requests | request | 1 | [1] | 0 | 1 | [1] | |
Number of shares repurchased (in shares) | shares | 1,021 | [1] | 0 | 1,021 | [1] | |
Average price per share (in usd per share) | $ 24.97 | [1] | $ 0 | $ 24.97 | [1] | |
Number of unfulfilled repurchase requests | request | 1 | |||||
Remaining number of shares authorized to be repurchased | shares | 1,021 | 1,021 | ||||
Common stock repurchases | $ | $ 25 | |||||
Unfilled requests, average cost per share (in usd per share) | $ 24.97 | |||||
Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Common stock repurchases | $ | $ 25 | |||||
[1] | Includes one unfulfilled repurchase request consisting of 1,021 shares for approximately $25,000 and an average repurchase price per share of $24.97, which was approved for repurchase as of September 30, 2015 and was completed in October 2015. The accrual for this unfulfilled repurchase request is reflected in the accounts payable and accrued expenses line item in the accompanying unaudited consolidated balance sheets. |
Related Party Transactions an44
Related Party Transactions and Arrangements (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Common stock, shares outstanding (in shares) | 5,625,853 | 11,554 |
Due to affiliate | $ 314 | $ 1,895 |
American Realty Capital Healthcare III 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 an45
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO) (Details) $ in Millions | Sep. 30, 2015USD ($) |
Related Party Transaction [Line Items] | |
Cumulative offering costs | $ 17.3 |
Dealer Manager | |
Related Party Transaction [Line Items] | |
Aggregate costs borne by related party | $ 2.6 |
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 | Option Two | 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 Two | 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 | Option Two | 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 an46
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO, Selling Commissions and Dealer Manager Fees) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Due to affiliate | $ 314 | $ 314 | $ 1,895 | ||
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 | 4,663 | $ 0 | $ 0 | 11,942 | |
Due to affiliate | $ 81 | $ 81 | $ 0 |
Related Party Transactions an47
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO, Offering Costs and Reimbursements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Due to affiliate | $ 314 | $ 314 | $ 1,895 | ||
Fees and Expense Reimbursement, Stock Offering | American Realty Capital Healthcare III Advisors, LLC | Advisor | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 721 | $ 43 | $ 43 | 782 | |
Due to affiliate | 42 | 42 | 66 | ||
Fees and Expense Reimbursement, Stock Offering | Realty Capital Securities, LLC | Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 422 | 233 | 237 | 1,239 | |
Due to affiliate | 164 | 164 | 619 | ||
Fees and Expense Reimbursement, Stock Offering | Realty Capital Securities, LLC | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 7 | 0 | 0 | 7 | |
Due to affiliate | 0 | 0 | 0 | ||
Fees and Expense Reimbursement, Stock Offering | American Realty Capital Healthcare III Advisors, LLC and Realty Capital Securities, LLC | Advisor and Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 1,150 | $ 276 | $ 280 | 2,028 | |
Due to affiliate | $ 206 | $ 206 | $ 685 |
Related Party Transactions an48
Related Party Transactions and Arrangements (Fees Paid in Connection With the Operations of the Company) (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Related Party Transaction [Line Items] | |
Share price, net (in dollars per share) | $ 22.50 |
Advisor | |
Related Party Transaction [Line Items] | |
Shares approved for issuance (in shares) | shares | 1,457 |
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% |
Total one-time operating fees earned by related party, percentage of benchmark, fee cap | 4.50% |
Quarterly asset management fee earned | 0.1875% |
American Realty Capital Healthcare III Advisors, LLC | Advance on Loan or Other Investment | 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% |
Total one-time operating fees earned by related party, percentage of benchmark, fee cap | 4.50% |
American Realty Capital Healthcare III Advisors, LLC | Contract Purchase Price, All Assets Acquired | Advisor | |
Related Party Transaction [Line Items] | |
Acquisition fees and financing coordination fees, fee cap earned by related party, percentage of benchmark | 2.00% |
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 | 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] | |
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] | |
Reimbursed legal fees to related party, percentage of benchmark | 0.10% |
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% |
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 | $ | $ 0.8 |
Related Party Transactions an49
Related Party Transactions and Arrangements (Fees Paid in Connection With the Operations of the Company, Incurred, Forgiven and Payable) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Due to affiliate | $ 314 | $ 314 | $ 1,895 | ||
Incurred | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 1,274 | $ 0 | $ 0 | 1,785 | |
Forgiven | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 0 | 0 | 0 | 3 | |
Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliate | 27 | 27 | 0 | ||
Nonrecurring Fees | Incurred | Acquisition fees | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 855 | 0 | 0 | 1,091 | |
Nonrecurring Fees | Incurred | Acquisition cost reimbursements | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 285 | 0 | 0 | 364 | |
Nonrecurring Fees | Incurred | Financing coordination fees | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 38 | 0 | 0 | 38 | |
Nonrecurring Fees | Forgiven | Acquisition fees | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 0 | 0 | 0 | 0 | |
Nonrecurring Fees | Forgiven | Acquisition cost reimbursements | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 0 | 0 | 0 | 0 | |
Nonrecurring Fees | Forgiven | Financing coordination fees | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 0 | 0 | 0 | 0 | |
Nonrecurring Fees | Payable | Acquisition fees | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliate | 0 | 0 | 0 | ||
Nonrecurring Fees | Payable | Acquisition cost reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliate | 0 | 0 | 0 | ||
Nonrecurring Fees | Payable | Financing coordination fees | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliate | 0 | 0 | 0 | ||
Recurring Fees | Incurred | Property management fees | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 15 | 0 | 0 | 15 | |
Recurring Fees | Incurred | Professional fees and reimbursements | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 81 | 0 | 0 | 277 | |
Recurring Fees | Forgiven | Property management fees | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 0 | 0 | 0 | 3 | |
Recurring Fees | Forgiven | Professional fees and reimbursements | |||||
Related Party Transaction [Line Items] | |||||
One-time fees and reimbursements: | 0 | $ 0 | $ 0 | 0 | |
Recurring Fees | Payable | Property management fees | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliate | 15 | 15 | 0 | ||
Recurring Fees | Payable | Professional fees and reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliate | $ 12 | $ 12 | $ 0 |
Related Party Transactions an50
Related Party Transactions and Arrangements (Fees Paid in Connection with a Listing or the Liquidation of the Company's Real Estate Assets) (Details) | Sep. 30, 2015 |
American Realty Capital Healthcare III Advisors, LLC | Pre-tax Non-compounded Return on Capital Contribution | Advisor | |
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% |
American Realty Capital Healthcare III Special Limited Partnership, LLC | Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital | Special Limited Partner | |
Related Party Transaction [Line Items] | |
Subordinated participation fees as a percentage of benchmark | 15.00% |
Distribution upon nonrenewal of advisory agreement | 15.00% |
American Realty Capital Healthcare III Special Limited Partnership, LLC | Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return | Special Limited Partner | |
Related Party Transaction [Line Items] | |
Subordinated performance fee as a percentage of benchmark | 15.00% |
Annual Targeted Investor Return | American Realty Capital Healthcare III Special Limited Partnership, LLC | Pre-tax Non-compounded Return on Capital Contribution | Special Limited Partner | |
Related Party Transaction [Line Items] | |
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% |
Maximum | American Realty Capital Healthcare III Advisors, LLC | Pre-tax Non-compounded Return on Capital Contribution | Advisor | |
Related Party Transaction [Line Items] | |
Subordinated performance fee as a percentage of benchmark | 10.00% |
Maximum | American Realty Capital Healthcare III Advisors, LLC | Contract Sales Price | Advisor | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 2.00% |
Maximum | Brokerage Commission Fees | American Realty Capital Healthcare III Advisors, LLC | Contract Sales Price | Advisor | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 50.00% |
Maximum | Real Estate Commissions | American Realty Capital Healthcare III Advisors, LLC | Contract Sales Price | Advisor | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 6.00% |
Equity-Based Compensation (Narr
Equity-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | $ 1 | $ 12 | ||
Restricted Share Plan | Unvested restricted shares | ||||
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 | ||
Vesting period | 5 years | |||
Periodic vesting percentage | 20.00% | 20.00% | ||
Maximum authorized amount as a percentage of shares authorized | 5.00% | |||
Number of shares authorized (in shares) | 6,300,000 | 6,300,000 | ||
Unrecognized compensation costs | $ 100 | $ 100 | ||
Weighted average period of recognition | 3 years 9 months 18 days | |||
Equity-based compensation | $ 6 | $ 1 | $ 1 | $ 12 |
Equity-Based Compensation (Acti
Equity-Based Compensation (Activity) (Details) - Restricted Share Plan - Unvested restricted shares | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance (in shares) | shares | 2,666 |
Granted (in shares) | shares | 2,666 |
Vested (in shares) | shares | 0 |
Forfeitures (in shares) | shares | 0 |
Ending Balance (in shares) | shares | 5,332 |
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) | 22.50 |
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 ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (1,561) | $ (28) | $ (44) | $ (2,481) |
Basic and diluted weighted average shares outstanding (in shares) | 4,614,153 | 8,888 | 7,389 | 2,291,631 |
Basic and diluted net loss per share (in usd per share) | $ (0.34) | $ (3.15) | $ (5.95) | $ (1.08) |
Net Loss Per Share (Antidilutiv
Net Loss Per Share (Antidilutive Securities) (Details) - shares | 5 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,666 | 6,879 |
Unvested restricted shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,666 | 5,332 |
OP Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 90 |
Class B units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 1,457 |
Segment Reporting (Reconciliati
Segment Reporting (Reconciliation of Segment Activity) (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)segment | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 3 | 3 | ||
Rental income | $ 1,025 | $ 0 | $ 0 | $ 1,195 |
Operating expense reimbursements | 140 | 0 | 0 | 173 |
Resident services and fee income | 19 | 0 | 0 | 19 |
Revenues | 1,184 | 0 | 0 | 1,387 |
Property operating and maintenance | 382 | 0 | 0 | 418 |
Net operating income | 802 | 969 | ||
Operating fees to affiliate | (15) | 0 | 0 | (15) |
Acquisition and transaction related | (1,415) | 0 | 0 | (1,888) |
General and administrative | (440) | (28) | (44) | (975) |
Depreciation and amortization | (464) | 0 | 0 | (543) |
Interest expense | (25) | 0 | 0 | (25) |
Income tax benefit | (4) | $ 0 | $ 0 | (4) |
Net loss attributable to stockholders | (1,561) | (2,481) | ||
Operating Segments | Medical Office Buildings | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 690 | 860 | ||
Operating expense reimbursements | 140 | 173 | ||
Resident services and fee income | 0 | 0 | ||
Revenues | 830 | 1,033 | ||
Property operating and maintenance | 184 | 220 | ||
Net operating income | 646 | 813 | ||
Operating Segments | Triple-Net Leased Healthcare Facilities | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 43 | 43 | ||
Operating expense reimbursements | 0 | 0 | ||
Resident services and fee income | 0 | 0 | ||
Revenues | 43 | 43 | ||
Property operating and maintenance | 0 | 0 | ||
Net operating income | 43 | 43 | ||
Operating Segments | Seniors Housing Communities | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 292 | 292 | ||
Operating expense reimbursements | 0 | 0 | ||
Resident services and fee income | 19 | 19 | ||
Revenues | 311 | 311 | ||
Property operating and maintenance | 198 | 198 | ||
Net operating income | $ 113 | $ 113 |
Segment Reporting (Reconcilia56
Segment Reporting (Reconciliation of Segment Activity to Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Apr. 23, 2014 |
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | $ 73,719 | $ 0 | ||
Cash | 48,330 | 187 | $ 1 | $ 0 |
Restricted cash | 45 | 0 | ||
Receivable for sale of common stock | 930 | 0 | ||
Prepaid expenses and other assets | 1,420 | 59 | ||
Deferred costs, net | 115 | |||
Total assets | 124,559 | 246 | ||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | 73,719 | 0 | ||
Operating Segments | Medical Office Buildings | ||||
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | 57,464 | 0 | ||
Operating Segments | Triple-Net Leased Healthcare Facilities | ||||
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | 4,761 | 0 | ||
Operating Segments | Seniors Housing Communities | ||||
Segment Reporting Information [Line Items] | ||||
Investments in real estate: | $ 11,494 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Summary of Operating Lease Agreements) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
October 1, 2015 — December 31, 2015 | $ 8 |
2,016 | 32 |
2,017 | 33 |
2,018 | 34 |
2,019 | 35 |
Thereafter | 106 |
Total | $ 248 |
Commitments and Contingencies58
Commitments and Contingencies (Narrative) (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 6,000 | $ 0 | $ 0 | $ 6,000 |
Subsequent Events (Sale of Comm
Subsequent Events (Sale of Common Stock) (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 17 Months Ended |
Oct. 31, 2015 | Sep. 30, 2014 | Oct. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | |
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 11,554 | 5,625,853 | 5,625,853 | |||
Proceeds from issuance of common stock | $ 200 | $ 200 | $ 136,361 | $ 138,454 | ||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 6,300,000 | 6,300,000 | ||||
Proceeds from issuance of common stock | $ 17,205 | $ 155,659 |
Subsequent Events (Acquisitions
Subsequent Events (Acquisitions) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Nov. 06, 2015USD ($)ft²property | Sep. 30, 2015USD ($)ft²property | Sep. 30, 2014USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)ft²property | ||
Property Acquisition [Roll Forward] | ||||||
Number of properties, beginning balance | property | 13 | |||||
Rentable square feet, beginning balance | ft² | 273,620 | |||||
Base purchase price, beginning balance | [1] | $ 72,719 | ||||
Number of properties acquired | property | 13 | |||||
Number of properties, Ending balance | property | 13 | 13 | ||||
Rentable square feet, ending balance | ft² | 273,620 | 273,620 | ||||
Base purchase price, ending balance | [1] | $ 72,719 | $ 72,719 | |||
Incurred | ||||||
Property Acquisition [Roll Forward] | ||||||
One-time fees and reimbursements: | 1,274 | $ 0 | $ 0 | 1,785 | ||
Nonrecurring Fees | Incurred | Acquisition fees | ||||||
Property Acquisition [Roll Forward] | ||||||
One-time fees and reimbursements: | $ 855 | $ 0 | $ 0 | $ 1,091 | ||
Subsequent Event | ||||||
Property Acquisition [Roll Forward] | ||||||
Number of properties acquired | property | 2 | |||||
Rentable square feet acquired | ft² | 52,663 | |||||
Base purchase price acquired | [1] | $ 12,275 | ||||
Number of properties, Ending balance | property | 15 | |||||
Rentable square feet, ending balance | ft² | 326,283 | |||||
Base purchase price, ending balance | [1] | $ 84,994 | ||||
Subsequent Event | Nonrecurring Fees | Incurred | Acquisition fees | ||||||
Property Acquisition [Roll Forward] | ||||||
One-time fees and reimbursements: | $ 1,300 | |||||
[1] | Contract purchase price, excluding acquisition fees of $1.3 million and other acquisition related costs.Sponsor TransactionOn November 9, 2015, ARC advised the Company that ARC and Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) have mutually agreed to terminate an agreement, dated as of August 6, 2015, pursuant to which Apollo would have purchased a controlling interest in a newly formed company that would have owned a majority of the ongoing asset management business of AR Capital, including the Advisor and the Property Manager. The termination has no effect on the Company’s current management team.Also on November 9, 2015, RCS Capital Corporation (“RCS Capital”), the parent of the Dealer Manager and a company under common control with ARC, and Apollo announced that they have mutually agreed to amend an agreement, dated as of August 6, 2015, pursuant to which RCS Capital will sell its wholesale distribution business, including the Dealer Manager, to an affiliate of Apollo. This transaction is subject to customary closing conditions and regulatory approvals and is expected to close early in the first quarter of 2016. American National Stock Transfer, LLC and RCS Advisory Services, LLC will remain as subsidiaries of RCS Capital. |