Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document - Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'American Realty Capital Global Trust II, Inc. | ' |
Entity Central Index Key | '0001609865 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 296,726 |
CONSOLIDATED_BALANCE_SHEET
CONSOLIDATED BALANCE SHEET (USD $) | Sep. 30, 2014 |
ASSETS | ' |
Cash | $520 |
Total assets | 520 |
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | ' |
Accounts payable and accrued expenses | 912,010 |
Due to affiliates | 912,293 |
Total liabilities | 1,824,303 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 8,888 shares issued and outstanding | 89 |
Additional paid-in capital | -1,647,797 |
Accumulated deficit during development stage | -176,075 |
Total stockholder's equity (deficit) | -1,823,783 |
Total liabilities and stockholder’s equity (deficit) | $520 |
CONSOLIDATED_BALANCE_SHEET_Par
CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $) | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ' |
Preferred stock, par value (in dollars per share) | $0.01 |
Preferred stock, shares authorized | 50,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value (in dollars per share) | $0.01 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares issued | 8,888 |
Common stock, shares outstanding | 8,888 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Income Statement [Abstract] | ' | ' |
Revenues: | $0 | $0 |
Expenses: | ' | ' |
General and administrative | 156,298 | 176,075 |
Total expenses | 156,298 | 176,075 |
Net loss | -156,298 | -176,075 |
Net comprehensive loss | ($156,298) | ($176,075) |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Apr. 22, 2014 | $0 | $0 | $0 | $0 |
Beginning Balance (in shares) at Apr. 22, 2014 | ' | 0 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Issuance of common stock (in shares) | ' | 8,888 | ' | ' |
Issuance of common stock | 200,000 | 89 | 199,911 | ' |
Net comprehensive loss | -176,075 | ' | ' | -176,075 |
Offering costs | -1,847,708 | ' | -1,847,708 | ' |
Ending Balance at Sep. 30, 2014 | ($1,823,783) | $89 | ($1,647,797) | ($176,075) |
Ending Balance (in shares) at Sep. 30, 2014 | ' | 8,888 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Cash flow from operating activities: | ' | ' |
Net loss | ($156,298) | ($176,075) |
Adjustments to reconcile net loss to net cash provided by operating activities | ' | ' |
Accrued expenses | ' | 132,491 |
Net cash provided by operating activities | ' | -43,584 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | ' | 200,000 |
Offering costs paid | ' | -1,068,189 |
Advances from affiliates | ' | 912,293 |
Net cash used in financing activities | ' | 44,104 |
Net change in cash | ' | 520 |
Cash, beginning of period | ' | 0 |
Cash, end of period | 520 | 520 |
Non-cash financing activities: | ' | ' |
Offering costs in accounts payables and accrued expenses | ' | $779,519 |
Organization
Organization | 6 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization | ' |
Organization | |
American Realty Capital Global Trust II, Inc. (the “Company”) was incorporated on April 23, 2014 as a Maryland corporation that intends to elect and qualify to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with its taxable year ending December 31, 2014 or its first year of material operations. On August 26, 2014, the Company commenced its 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, pursuant to a registration statement on Form S-11, as amended (File No. 333- 196549) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement also covers up to 26.3 million shares of common stock 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. | |
Until the NAV pricing date (as described below) the per share purchase price in the IPO will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will be equal to $23.75 per share, which is equal to 95% of the offering price in the IPO. Beginning with the NAV pricing date (as described below), 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 net asset value, or NAV, as determined by American Realty Capital Global II Advisors, LLC (the “Advisor”), plus applicable commissions and fees, in the case of the primary offering, and the per share purchase price in the DRIP will be equal to the NAV per share. The Company reserves the right to reallocate shares covered in the Registration Statement between the IPO and the DRIP. The NAV pricing date means the date on which the Company files its Quarterly Report on Form 10-Q (or Annual Report on Form 10-K should such filing constitute the applicable quarterly financial filing) with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the second full fiscal quarter following the earlier of (i) the date on which the Company has invested all of the net proceeds of its primary offering, plus the net proceeds from debt financing equal to its target leverage ratio, but excluding working capital reserves and facilities and (ii) August 26, 2017, which is three years from the effective date of the IPO. | |
The Company sold 8,888 shares of common stock to American Realty Capital Global II Special Limited Partner, LLC (the “Special Limited Partner”) an entity controlled by American Realty Capital II, LLC (the “Sponsor”) on May 28, 2014, at $22.50 per share for $0.2 million. Substantially all of the Company’s business will be conducted through American Realty Capital Global II 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 Company expects that the Advisor will contribute $200 to the OP in exchange for 9 units of limited partner interest in the aggregate OP ownership, which will represent a nominal percentage of the aggregate OP ownership. A holder of limited partner interests has the right to convert OP Units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the 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 Company has retained the Advisor to manage its affairs on a day-to-day basis. American Realty Capital Global II Properties, LLC (the “Property Manager”) serves as the Company’s property manager. The Advisor entered into a service agreement with an independent third party, Moor Park Capital Global II Advisors Limited (the “Service Provider”), pursuant to which the Service Provider has agreed to provide, subject to the Advisor’s oversight, certain real estate related services, including sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates in respect to the Company’s properties in Europe. Realty Capital Securities, LLC (the “Dealer Manager”) serves as the dealer manager of the IPO. The Advisor, the Property Manager and the Dealer Manager are under common control with the parent of the Sponsor, as a result of which, they are related parties, and each of which have or will receive compensation, fees and expense reimbursements for services related to the IPO and the investment and management of the Company's assets. The Advisor, Special Limited Partner, Property Manager and Dealer Manager have or will receive fees, distributions and other compensation during the offering, acquisition, operational and liquidation stages. | |
The Company was formed to primarily acquire a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. The Company intends to invest 50% of its capital in real estate in the United States and 50% of its capital in real estate in Europe; however, it may reallocate up to 20% of its total capital for additional investments in Europe or elsewhere internationally. All such properties may be acquired and operated by the Company alone or jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate. As of September 30, 2014, the Company had not acquired any real estate investments, but on October 20, 2014, entered into an agreement of purchase and sale for the acquisition of a property. See “Note 7-Subsequent Events.” |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Basis of Accounting | |
The accompanying consolidated financial statements of the Company were prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”)for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended September 30, 2014 are not necessarily indicative of the results for the entire year or any subsequent interim period. | |
Development Stage Company | |
The Company complies with the reporting requirements of development stage enterprises. Pursuant to the terms of the IPO, the Company must receive proceeds of $2.0 million in connection with the sale of common stock in order to break escrow and commence operations. As of September 30, 2014, the Company has not reached such threshold, purchased any properties or earned any income. See “Note 7-Subsequent Events.” | |
Principles of Consolidation and Basis of Presentation | |
The consolidated financial statements include the accounts of the Company and the OP. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. When the Company commences active real estate operations, management may make significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and derivative financial instruments and hedging activities, as applicable. | |
Real Estate Investments | |
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. | |
The Company is required to present the operations related to properties that have been sold or properties that are intended to be sold as discontinued operations in the consolidated statement of operations at fair value for all periods presented to the extent the disposal of a component represents a strategic shift that has or will have a major effect on the Company’s operations and financial results. | |
Impairment of Long Lived Assets | |
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments can have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. | |
Allocation of Purchase Price of Acquired Assets | |
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on the Company’s analysis of comparable properties in the Company’s portfolio. Identifiable intangible assets and liabilities, as applicable, include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. | |
The aggregate value of intangible assets and liabilities, as applicable, related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized. | |
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease. The capitalized below-market lease values are amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, the Company initially considers, and periodically evaluates on a quarterly basis, the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined 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. | |
The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. | |
The value of in-place leases is amortized to expense over the initial term of the respective leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. | |
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. | |
Cash | |
Cash includes cash in bank accounts. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. | |
Restricted Cash | |
Restricted cash may primarily consist of reserves related to lease expirations as well as maintenance, structural, and debt service reserves. | |
Deferred Offering Costs | |
Deferred offering costs represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with registering to sell shares of the Company’s common stock. On the day the Company commenced its IPO, deferred offering costs were reclassified to stockholder’s equity. | |
Share Repurchase Program | |
The Company has a Share Repurchase Program (“SRP”) that enables stockholders to sell their shares to the Company under certain limited circumstances. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company’s capital or operations. | |
Except in connection with a stockholder’s death, disability, bankruptcy or other involuntary exigent circumstance, prior to the time that the Company’s shares are listed on a national securities exchange and until the Company begins to calculate its NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date – the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 or 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). | |
After the Company begins to calculate its NAV, any shares of common stock repurchased by the Company will be repurchased on the last day of each quarter at a price based on the Company’s per share NAV of common stock for the quarter. Subject to limited exceptions, stockholders whose shares of the Company’s common stock are repurchased within the first four months from the date of purchase will be subject to a short-term trading fee of 2.0% of the aggregate per share NAV of the shares of common stock repurchased. Until the Company begins to calculate its NAV, 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 repurchase, 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 5.0% of the weighted average number of shares outstanding during the prior 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. As of September 30, 2014, no shares have been repurchased or requested to be repurchased. | |
Distribution Reinvestment Plan | |
Pursuant to the DRIP, stockholders may elect to have their distributions reinvested in shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the primary Offering. The board of directors may designate that certain cash or other distributions attributable to net sale proceeds be excluded from the DRIP. The Company has the right to amend or suspend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP will be recorded to equity in the accompanying consolidated balance sheet in the period distributions are declared. There have been no shares issued under the DRIP as of September 30, 2014. | |
Revenue Recognition | |
The Company’s revenues, which are derived primarily from rental income. Rental income from leases with scheduled rent increases are reported on a straight-line basis over the initial term of the lease. Since many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, 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. Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable. | |
The Company continually reviews receivables related to rent, unbilled rent receivables and cost recoveries and determine 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 Company’s allowance for uncollectible accounts or record a direct write-off of the receivable in the Company’s consolidated statements of operations. | |
Share-Based Compensation | |
The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 5.0 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. As of September 30, 2014, there were no unvested restricted shares issued to independent directors under the RSP. See "Note 6 — Share-Based Compensation." | |
Income Taxes | |
The Company intends to elect and qualify to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its taxable year ending December 31, 2014 or its first year of material operations. In order to qualify as a REIT, the Company must distribute to its stockholders at least 90% of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP) determined without regard to the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax on that portion of its REIT taxable income that it distributes to its stockholders. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. | |
Per Share Data | |
The Company calculates basic income per share for each period by dividing net income for the period by the weighted-average number of shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and unvested restricted stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. Such adjustments are not given effect where the effect would be antidilutive. For the period from April 23, 2014 (date of inception) to September 30, 2014, the calculation of net income per share is not presented because it is not a meaningful measure of the Company’s performance as the Company has not commenced operations. | |
Recently Issued Accounting Pronouncements | |
In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which amends the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. ASU 2014-08 also requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The Company has adopted the provisions of ASU 2014-08 effective April 23, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments & Contingencies | |
Litigation | |
In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company. | |
Environmental Matters | |
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company does not own any properties, has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. |
Related_Transactions_Arrangeme
Related Transactions & Arrangements | 6 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Transactions & Arrangements | ' |
Related Transactions & Arrangements | |
As of September 30, 2014, an entity controlled by the Sponsor owned 8,888 shares of the Company’s outstanding common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. As of September 30, 2014, the Company had $0.9 million in payables to affiliated entities for advances received to fund the payment of offering costs. | |
Fees Paid in Connection with the Offering | |
The Dealer Manager is paid fees and compensation in connection with the sale of the Company’s common stock. The Dealer Manager is paid a selling commission of up to 7.0% of the per share purchase price of the Company’s offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager is paid up to 3.0% of the gross proceeds from the sale of shares, before reallowance to such 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, it is expected that the dealer manager fee will be reduced to 2.5% of gross proceeds (not including selling commissions and dealer manager fees). No such fees have been incurred from the Dealer Manager during the period from April 23, 2014 (date of inception) to September 30, 2014. | |
The Advisor and its affiliates receive compensation and reimbursement for services relating to the IPO. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are charged to additional paid-in capital on the accompanying consolidated balance sheet. During the period from April 23, 2014 (date of inception) to September 30, 2014, the Company has not incurred any offering cost reimbursements from the Advisor or the Dealer Manager. The Company is responsible for offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds from the IPO of common stock, measured at the end of the IPO. IPO costs in excess of the 2.0% cap as of the end of the Offering are the Advisor’s responsibility. As of September 30, 2014, offering and related costs exceeded 2.0% of gross proceeds received from the offering by $1.8 million. | |
Fees Paid in Connection With the Operations of the Company | |
The Advisor is paid an acquisition fee of 1.5% of (A) the contract purchase price of each property acquired (including the Company's pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees) and (B) the amount advanced for a loan or other investment (exclusive of acquisition fees and financing coordination fees). Solely with respect to the Company’s European investment activities, the Advisor will assign to the Service Provider its pro rata portion of the acquisition fees in respect of such properties, and the Advisor will receive the remaining portion. The Company may also reimburse the Advisor or the Servicer Provider for expenses actually incurred related to selecting, evaluating and acquiring assets, regardless of whether the Company actually acquires the related assets. In addition, the Company will also pay third parties, or reimburse the Advisor or its affiliates for any investment-related expenses due to third parties. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees (as described below) payable with respect to a particular investment exceed 4.5% of (A) the contract purchase price of the property (including the Company's pro rata share of any indebtedness assumed or incurred in respect of that investment) and (B) the amount advanced for each loan or other investment. No acquisition fees or reimbursements were incurred or forgiven during the period from April 23, 2014 (date of inception) to September 30, 2014. | |
If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor a financing coordination fee equal to 0.75% of the amount available or outstanding under such financing, subject to certain limitations. No financing coordination fees were incurred during the period from April 23, 2014 (date of inception) to September 30, 2014. | |
For its asset management services, the OP will issue restricted Class B units in the OP (“Class B Units”) to the Advisor on a quarterly basis in an amount equal to: (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) less (B) any amounts payable as an oversight fee for such calendar quarter; by (ii) the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $22.50 (the primary offering price minus selling commissions and dealer manager fees) and, at such time as the Company calculates NAV, to per share NAV. The Class B units are intended to be profits interests and will vest, and no longer be subject to forfeiture, at such time as: the value of the operating partnership’s assets plus all distributions made by the company to its stockholders equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pretax, non-compounded annual return thereon, or the economic hurdle; or (b) any one of the following events occurs: (i) a listing of the Company's common stock on a national securities exchange; (ii) a transaction to which the Company or the Company's operating partnership is a party, as a result of which OP Units or the Company's common stock are or will be exchanged for or converted into the right, or the holders of such securities will otherwise be entitled, to receive cash, securities or other property or any combination thereof; or (iii) the termination of the advisory agreement without cause; provided that the advisor pursuant to the advisory agreement is providing services to us immediately prior to the occurrence of an event of the type described in this clause, unless the failure to provide such services is attributable to the termination without cause of the advisory agreement by an affirmative vote of a majority of the Company's independent directors after the economic hurdle described above has been met. Such Class B units will be forfeited immediately if: (a) the advisory agreement is terminated other than by an affirmative vote of a majority of the Company's independent directors without cause. The value of issued Class B units will be determined and expensed, when the Company deems the achievement of the performance condition to be probable. The Advisor will receive distributions on unvested Class B units equal to the distribution rate received on the Company's common stock. Such distributions on issued Class B units will be expensed in the consolidated statement of operations and comprehensive loss until the performance condition is considered probable to occur. No Class B units have been approved by the Company's board of directors for issuance as of September 30, 2014. | |
If the Property Manager or an affiliate provides property management and leasing services for properties owned by the Company, the Company will pay fees equal to: (i) with respect to stand-alone, single-tenant net leased properties which are not part of a shopping center, 2.0% of gross revenues from the properties managed and (ii) with respect to all other types of properties, 4.0% of gross revenues from the properties managed. | |
For services related to overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company will pay the Property Manager an oversight fee equal to 1.0% of gross revenues of the property managed. | |
Solely with respect to the Company's investment activities in Europe, the Service Provider or other entity providing property management services with respect to such investments will be paid: (i) with respect to single-tenant net leased properties which are not part of a shopping center, 1.75% of the gross revenues from such properties and (ii) with respect to all other types of properties, 3.5% of the gross revenues from such properties. The Property Manager receives 0.25% of the gross revenues from European single-tenant net leased properties which are not part of a shopping center and 0.5% of the gross revenues from all other types of properties, reflecting a split of the oversight fee with the Service Provider or an affiliated entity providing European property management services. Such fees are deducted from fees payable to the Advisor, pursuant to the service provider agreement. | |
The Company will reimburse the Advisor’s costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt, impairments or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will reimburse the Advisor for personnel costs in connection with other services during the operational stage; however, the Company may not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No reimbursement was incurred from the Advisor for providing services during the period from April 23, 2014 (date of inception) to September 30, 2014. | |
Distributions Paid in Connection with the Liquidation or Listing of the Company’s Real Estate Assets | |
The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of the Company’s return to stockholders, payable annually in arrears, such that for any year in which investors receive payment of 6.0% per annum, the Advisor will be entitled to 15.0% of the excess return, provided that the amount paid to the Advisor does not to exceed 10.0% of the aggregate return for such year. This fee will be payable only upon the sale of assets, distributions or other event which results in the return on stockholders’ capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the period from April 23, 2014 (date of inception) to September 30, 2014. | |
The Company will pay a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and one-half of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such fees were incurred during the period from April 23, 2014 (date of inception) to September 30, 2014. | |
The Company will pay the Special Limited Partner a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6.0% cumulative, pre-tax non-compounded return on the capital contributed by investors. The Special Limited Partner will not be entitled to the subordinated participation in net sale proceeds unless the Company’s investors have received a return of their capital plus a return equal to a 6.0% cumulative non-compounded return on their capital contributions. No such fees were incurred during the period from April 23, 2014 (date of inception) to September 30, 2014. | |
If the Company’s shares of common stock are listed on a national exchange, the Special Limited Partner will receive a subordinated incentive listing distribution from the OP equal to 15.0% of the amount by which the Company’s market value plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Special Limited Partner will not be entitled to the subordinated incentive listing distribution unless investors have received a return of their capital plus a return equal to 6.0% cumulative, pre-tax non-compounded return on their capital contributions. No such distributions were incurred during the period from April 23, 2014 (date of inception) to September 30, 2014. | |
Upon termination or non-renewal of the advisory agreement with or without cause, the Special Limited Partner will be entitled to receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company’s market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded return to investors. The Advisor 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 | 6 Months Ended |
Sep. 30, 2014 | |
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 control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, 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. |
Share_Based_Compensation
Share Based Compensation | 6 Months Ended |
Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Share-Based Compensation | ' |
Share Based Compensation | |
Restricted Share Plan | |
The Company has an employee and director incentive restricted share plan (the “RSP”), which provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further action by the Company’s board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder’s meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company’s outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 5.0 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). | |
Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time 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 shares of common stock shall be subject to the same restrictions as the underlying restricted shares. The fair value of the shares will be expensed over the vesting period of five years. There have been no restricted shares granted for the period from April 23, 2014 (date of inception) to September 30, 2014 and therefore, no restricted stock expense has been recorded in the Company’s consolidated financial statements. | |
Other Share-Based Compensation | |
The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no such shares of common stock issued in lieu of cash during the period from April 23, 2014 (date of inception) to September 30, 2014. |
Subsequent_Events
Subsequent Events | 6 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||
Subsequent Events | ' | ||||||||||||
Subsequent Events | |||||||||||||
The Company has evaluated subsequent events through the the filing of this 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, 2014, the Company had 296,726 shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP. Total gross proceeds from these issuances were $7.4 million, including proceeds from shares issued under the DRIP. | |||||||||||||
Total capital raised to date, including shares issued under the DRIP, is as follows: | |||||||||||||
Source of Capital (in thousands) | Inception to September 30, 2014 | October 1, 2014 to October 31, 2014 | Total | ||||||||||
Common stock | $ | 200 | $ | 7,218 | $ | 7,418 | |||||||
Escrow Break | |||||||||||||
On October 17, 2014, the Company received and accepted subscriptions in excess of $2.0 million of common stock, broke escrow and issued shares of its common stock to its initial investors. | |||||||||||||
Probable Acquisition | |||||||||||||
On October 20, 2014, the Company, through the parent of the Company’s sponsor, entered into a purchase and sale agreement to acquire the fee simple interest in a Veolia Water Technologies office building located in Vandalia, Ohio (the “Property”). Although the Company believes the acquisition of the Property is probable, there can be no assurance that the acquisition will be consummated. | |||||||||||||
The contract purchase price for the Property is $6.9 million, exclusive of closing costs. The Company has made a $0.3 million nonrefundable deposit. The Company intends to fund the purchase price with proceeds from its ongoing initial public offering. The Company may seek financing for the Property at or after closing from a lender yet to be identified. There is no assurance that the Company will be able to secure financing on terms that it deems favorable or at all. | |||||||||||||
Distributions | |||||||||||||
On October 22, 2014, the board of directors authorized, and the Company declared, a distribution rate which will be calculated based on stockholders of record each day during the applicable period at a rate of $0.00486301370 per day, based on a per share price of $25.00. Distributions will begin to accrue on November 1, 2014 and will be payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. | |||||||||||||
Management Update | |||||||||||||
On October 22, 2014, Mr. Nicholas S. Schorsch resigned from his role as chief executive officer of the Company, effective as of that same date. Mr. Schorsch did not resign pursuant to any disagreement with the Company. Simultaneously with Mr. Schorsch’s resignation from his role as chief executive officer of the Company, the Company’s board of directors appointed Mr. Schorsch to serve as executive chairman of the board. | |||||||||||||
Simultaneously with Mr. Schorsch’s resignation from his role as chief executive officer of the Company, the Company’s board of directors appointed Mr. Scott J. Bowman to serve as the Company’s chief executive officer, effective as of that same date. | |||||||||||||
On October 22, 2014, in light of his recent appointment as chief executive officer of RCS Capital Corporation, Edward M. Weil, Jr. resigned from his role as president, chief operating officer, treasurer and secretary of the Company, effective as of that same date. Mr. Weil did not resign pursuant to any disagreement with the Company. Simultaneously with Mr. Weil’s resignation, the Company’s board of directors appointed Mr. Andrew Winer, currently the chief investment officer of the Company, to serve as president of the Company and Mr. William M. Kahane to serve as the Company’s chief operating officer, treasurer and secretary. Mr. Winer will also continue to serve in his capacity as chief investment officer of the Company. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting | ' |
Basis of Accounting | |
The accompanying consolidated financial statements of the Company were prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”)for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended September 30, 2014 are not necessarily indicative of the results for the entire year or any subsequent interim period. | |
Development Stage Company | ' |
Development Stage Company | |
The Company complies with the reporting requirements of development stage enterprises. Pursuant to the terms of the IPO, the Company must receive proceeds of $2.0 million in connection with the sale of common stock in order to break escrow and commence operations. As of September 30, 2014, the Company has not reached such threshold, purchased any properties or earned any income. | |
Principles of Consolidation and Basis of Presentation | ' |
Principles of Consolidation and Basis of Presentation | |
The consolidated financial statements include the accounts of the Company and the OP. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. When the Company commences active real estate operations, management may make significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and derivative financial instruments and hedging activities, as applicable. | |
Real Estate Investments | ' |
Real Estate Investments | |
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. | |
The Company is required to present the operations related to properties that have been sold or properties that are intended to be sold as discontinued operations in the consolidated statement of operations at fair value for all periods presented to the extent the disposal of a component represents a strategic shift that has or will have a major effect on the Company’s operations and financial results. | |
Impairment of Long Lived Assets | ' |
Impairment of Long Lived Assets | |
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments can have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. | |
Allocation of Purchase Price of Acquired Assets | ' |
Allocation of Purchase Price of Acquired Assets | |
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on the Company’s analysis of comparable properties in the Company’s portfolio. Identifiable intangible assets and liabilities, as applicable, include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. | |
The aggregate value of intangible assets and liabilities, as applicable, related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized. | |
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease. The capitalized below-market lease values are amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, the Company initially considers, and periodically evaluates on a quarterly basis, the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined 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. | |
The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. | |
The value of in-place leases is amortized to expense over the initial term of the respective leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. | |
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. | |
Cash and Restricted Cash | ' |
Cash | |
Cash includes cash in bank accounts. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. | |
Restricted Cash | |
Restricted cash may primarily consist of reserves related to lease expirations as well as maintenance, structural, and debt service reserves. | |
Deferred Offering Costs | ' |
Deferred Offering Costs | |
Deferred offering costs represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with registering to sell shares of the Company’s common stock. On the day the Company commenced its IPO, deferred offering costs were reclassified to stockholder’s equity. | |
Share Repurchase Program | ' |
Share Repurchase Program | |
The Company has a Share Repurchase Program (“SRP”) that enables stockholders to sell their shares to the Company under certain limited circumstances. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company’s capital or operations. | |
Except in connection with a stockholder’s death, disability, bankruptcy or other involuntary exigent circumstance, prior to the time that the Company’s shares are listed on a national securities exchange and until the Company begins to calculate its NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date – the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 or 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). | |
After the Company begins to calculate its NAV, any shares of common stock repurchased by the Company will be repurchased on the last day of each quarter at a price based on the Company’s per share NAV of common stock for the quarter. Subject to limited exceptions, stockholders whose shares of the Company’s common stock are repurchased within the first four months from the date of purchase will be subject to a short-term trading fee of 2.0% of the aggregate per share NAV of the shares of common stock repurchased. Until the Company begins to calculate its NAV, 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 repurchase, 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 5.0% of the weighted average number of shares outstanding during the prior 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. | |
Distribution Reinvestment Plan | ' |
Distribution Reinvestment Plan | |
Pursuant to the DRIP, stockholders may elect to have their distributions reinvested in shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the primary Offering. The board of directors may designate that certain cash or other distributions attributable to net sale proceeds be excluded from the DRIP. The Company has the right to amend or suspend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP will be recorded to equity in the accompanying consolidated balance sheet in the period distributions are declared. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company’s revenues, which are derived primarily from rental income. Rental income from leases with scheduled rent increases are reported on a straight-line basis over the initial term of the lease. Since many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, 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. Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable. | |
The Company continually reviews receivables related to rent, unbilled rent receivables and cost recoveries and determine 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 Company’s allowance for uncollectible accounts or record a direct write-off of the receivable in the Company’s consolidated statements of operations. | |
Share-Based Compensation | ' |
Share-Based Compensation | |
The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 5.0 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. As of September 30, 2014, there were no unvested restricted shares issued to independent directors under the RSP. See "Note 6 — Share-Based Compensation. | |
Income Taxes | ' |
Income Taxes | |
The Company intends to elect and qualify to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its taxable year ending December 31, 2014 or its first year of material operations. In order to qualify as a REIT, the Company must distribute to its stockholders at least 90% of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP) determined without regard to the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax on that portion of its REIT taxable income that it distributes to its stockholders. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. | |
Per Share Data | ' |
Per Share Data | |
The Company calculates basic income per share for each period by dividing net income for the period by the weighted-average number of shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and unvested restricted stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. Such adjustments are not given effect where the effect would be antidilutive. For the period from April 23, 2014 (date of inception) to September 30, 2014, the calculation of net income per share is not presented because it is not a meaningful measure of the Company’s performance as the Company has not commenced operations. | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which amends the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. ASU 2014-08 also requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The Company has adopted the provisions of ASU 2014-08 effective April 23, 2014. |
Subsequent_Events_Tables
Subsequent Events (Tables) | 6 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||
Schedule of Subsequent Events | ' | ||||||||||||
Total capital raised to date, including shares issued under the DRIP, is as follows: | |||||||||||||
Source of Capital (in thousands) | Inception to September 30, 2014 | October 1, 2014 to October 31, 2014 | Total | ||||||||||
Common stock | $ | 200 | $ | 7,218 | $ | 7,418 | |||||||
Organization_Details
Organization (Details) (USD $) | Sep. 30, 2014 | 28-May-14 | Apr. 23, 2014 |
Operations [Line Items] | ' | ' | ' |
Stock available for issuance IPO | ' | ' | $125,000,000 |
Common stock, par value (in dollars per share) | $0.01 | ' | $0.01 |
Share Price (in dollars per share) | $22.50 | ' | ' |
Common stock, outstanding (in shares) | 8,888 | ' | ' |
Common stock outstanding | ' | 200,000 | ' |
Units of limited partner interest in OP (in shares) | ' | ' | 9 |
Property concentration percentage | 50.00% | ' | ' |
Allocation of property concentration percentage allowed | 20.00% | ' | ' |
Common Stock | ' | ' | ' |
Operations [Line Items] | ' | ' | ' |
Share Price (in dollars per share) | ' | $22.50 | $25 |
Shares available for issuance under a distribution reinvestment plan (in shares) | ' | ' | 26,300,000 |
Common stock, outstanding (in shares) | ' | 8,888 | ' |
Minimum | Common Stock | ' | ' | ' |
Operations [Line Items] | ' | ' | ' |
DRIP Share Price (in dollars per share) | ' | ' | $23.75 |
Estimated value of common stock | ' | ' | 95.00% |
Europe | ' | ' | ' |
Operations [Line Items] | ' | ' | ' |
Property concentration percentage | 50.00% | ' | ' |
American Realty Capital Healthcare II Special Limited Partner, LLC | Special Limited Partner | ' | ' | ' |
Operations [Line Items] | ' | ' | ' |
Limited partners' contributed capital | ' | ' | $200 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 6 Months Ended |
Sep. 30, 2014 | |
Equity, Class of Treasury Stock [Line Items] | ' |
Minimum subscriptions to break escrow | $2,000,000 |
Short term trading fee percentage | 2.00% |
Maximum percentage of shares authorized to repurchase during year | 5.00% |
Minimum distribution percentage to qualify for REIT taxation status | 90.00% |
After One Year | ' |
Equity, Class of Treasury Stock [Line Items] | ' |
Average price acquired (in dollars per share) | $23.13 |
Average price acquired as a percent of total | 92.50% |
After Two Years | ' |
Equity, Class of Treasury Stock [Line Items] | ' |
Average price acquired (in dollars per share) | $23.75 |
Average price acquired as a percent of total | 95.00% |
After Three Years | ' |
Equity, Class of Treasury Stock [Line Items] | ' |
Average price acquired (in dollars per share) | $24.38 |
Average price acquired as a percent of total | 97.50% |
After Four Years | ' |
Equity, Class of Treasury Stock [Line Items] | ' |
Average price acquired (in dollars per share) | $25 |
Average price acquired as a percent of total | 100.00% |
Building | ' |
Equity, Class of Treasury Stock [Line Items] | ' |
Estimated useful life | '40 years |
Land Improvements | ' |
Equity, Class of Treasury Stock [Line Items] | ' |
Estimated useful life | '15 years |
Fixtures | ' |
Equity, Class of Treasury Stock [Line Items] | ' |
Estimated useful life | '5 years |
Unvested restricted stock | Restricted Share Plan | ' |
Equity, Class of Treasury Stock [Line Items] | ' |
Shares granted automatically upon election to board of directors (in shares) | 1,333 |
Vesting period | '5 years |
Periodic vesting percentage | 20.00% |
Maximum authorized amount as a percentage of shares authorized | 5.00% |
Number of shares authorized (in shares) | 5,000,000 |
Related_Transactions_Arrangeme1
Related Transactions & Arrangements Related Transactions & Arrangements (Details) (USD $) | Sep. 30, 2014 |
Related Party Transaction [Line Items] | ' |
Due to affiliates | $912,293 |
Share Price (in dollars per share) | $22.50 |
Special Limited Partner | ' |
Related Party Transaction [Line Items] | ' |
Operating partnership units held by related party (in shares) | 8,888 |
Dealer Manager | ' |
Related Party Transaction [Line Items] | ' |
Aggregate costs borne by related party | 1,800,000 |
Acquisition and Related Expenses | ' |
Related Party Transaction [Line Items] | ' |
Due to affiliates | $900,000 |
Maximum | ' |
Related Party Transaction [Line Items] | ' |
Liability for initial public offering costs | 2.00% |
Gross Revenue, Managed Properties | American Realty Capital Healthcare II Advisors, LLC | Maximum | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Oversight fees earned by related party | 1.00% |
Gross Revenue, Stand-alone Single-tenant Net Leased Properties | American Realty Capital Healthcare II Advisors, LLC | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Property management fees earned | 2.00% |
Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | American Realty Capital Healthcare II Advisors, LLC | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Property management fees earned | 4.00% |
Gross Proceeds, Common Stock | Realty Capital Securities, LLC | Maximum | Dealer Manager | ' |
Related Party Transaction [Line Items] | ' |
Sales commissions earned by related party | 7.00% |
Contract Purchase Price | American Realty Capital Healthcare II Advisors, LLC | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Acquisition fees earned by related party | 1.50% |
Quarterly asset management fee earned by related party | 0.19% |
Contract Purchase Price | American Realty Capital Healthcare II Advisors, LLC | Maximum | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Acquisition fees earned by related party | 4.50% |
Amount Available or Outstanding Under Financing Arrangement | American Realty Capital Healthcare II Advisors, LLC | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Financing coordination fees earned by related party | 0.75% |
Pre-tax Non-compounded Return on Capital Contribution | American Realty Capital Healthcare II Advisors, LLC | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Cumulative capital investment return | 6.00% |
Subordinated performance fee earned | 15.00% |
Pre-tax Non-compounded Return on Capital Contribution | American Realty Capital Healthcare II Advisors, LLC | Annual Targeted Investor Return | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Cumulative capital investment return | 6.00% |
Pre-tax Non-compounded Return on Capital Contribution | American Realty Capital Healthcare II Advisors, LLC | Maximum | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Subordinated performance fee earned | 10.00% |
Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital | American Realty Capital Healthcare II Advisors, LLC | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Subordinated incentive listing distribution | 15.00% |
Distribution upon nonrenewal of advisory agreement | 15.00% |
Contract Sales Price | American Realty Capital Healthcare II Advisors, LLC | Maximum | Real Estate Commissions | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Real estate commission earned by related | 6.00% |
Contract Sales Price | American Realty Capital Healthcare Advisors, LLC | Maximum | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Real estate commission earned by related | 2.00% |
Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return | American Realty Capital Healthcare II Advisors, LLC | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Subordinated performance fee earned | 15.00% |
Option One | Gross Proceeds, Common Stock | Maximum | Participating Broker-Dealer | ' |
Related Party Transaction [Line Items] | ' |
Brokerage fees earned by related party | 7.50% |
Brokerage fees earned by related party, initial grant | 2.50% |
Brokerage fees earned by related party, periodic payment | 1.00% |
Option One | Gross Proceeds, Common Stock | Realty Capital Securities, LLC | Maximum | Dealer Manager | ' |
Related Party Transaction [Line Items] | ' |
Gross proceeds from the sales of common stock | 3.00% |
Option Two | Gross Proceeds, Common Stock | Realty Capital Securities, LLC | Dealer Manager | ' |
Related Party Transaction [Line Items] | ' |
Sales commissions earned by related party | 2.50% |
Greater Of | Average Invested Assets | American Realty Capital Healthcare II Advisors, LLC | Maximum | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Operating expenses | 2.00% |
Greater Of | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | American Realty Capital Healthcare II Advisors, LLC | Maximum | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Operating expenses | 25.00% |
Europe | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | American Realty Capital Healthcare II Advisors, LLC | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Property management fees earned | 1.75% |
Europe | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | American Realty Capital Healthcare II Advisors, LLC | Property Manager | ' |
Related Party Transaction [Line Items] | ' |
Property management fees earned | 0.25% |
Europe | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | American Realty Capital Healthcare II Advisors, LLC | Advisor | ' |
Related Party Transaction [Line Items] | ' |
Property management fees earned | 3.50% |
Europe | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | American Realty Capital Healthcare II Advisors, LLC | Property Manager | ' |
Related Party Transaction [Line Items] | ' |
Property management fees earned | 0.50% |
Share_Based_Compensation_Detai
Share Based Compensation (Details) (Restricted Share Plan, Unvested restricted stock) | 6 Months Ended |
Sep. 30, 2014 | |
Restricted Share Plan | Unvested restricted stock | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares granted automatically upon election to board of directors (in shares) | 1,333 |
Vesting period | '5 years |
Periodic vesting percentage | 20.00% |
Maximum authorized amount as a percentage of shares authorized | 5.00% |
Number of shares authorized (in shares) | 5,000,000 |
Subsequent_Events_Sales_of_Com
Subsequent Events - Sales of Common Stock (Details) (USD $) | 6 Months Ended | 1 Months Ended | 6 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | |
Subsequent Event [Member] | Common Stock [Member] | Common Stock [Member] | ||
Subsequent Event [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Common stock, outstanding (in shares) | 8,888 | 296,726 | ' | ' |
Proceeds from issuance of common stock | $200,000 | ' | $7,218,000 | $7,418,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Sep. 30, 2014 | Oct. 22, 2014 | Oct. 17, 2014 | 28-May-14 | Apr. 23, 2014 | Oct. 22, 2014 | Oct. 20, 2014 | Oct. 20, 2014 |
In Millions, except Per Share data, unless otherwise specified | Subsequent Event [Member] | Subsequent Event [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Veolia Water Technologies [Member] | Veolia Water Technologies [Member] | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds required to break escrow minimum | ' | ' | $2 | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | ' | 6.9 | ' |
Nonrefundable deposit | ' | ' | ' | ' | ' | ' | ' | $0.30 |
Share Price (in dollars per share) | $22.50 | ' | ' | $22.50 | $25 | $25 | ' | ' |
Dividends declared per day (in dollars per share) | ' | $0.00 | ' | ' | ' | ' | ' | ' |