Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 15, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | American Realty Capital Global Trust II, Inc. | |
Entity Central Index Key | 1,609,865 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Shares, Shares Outstanding | 9,667,255 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Land | $ 31,442 | $ 5,271 |
Buildings, fixtures and improvements | 208,589 | 23,669 |
Acquired intangible lease assets | 78,526 | 4,520 |
Total real estate investments, at cost | 318,557 | 33,460 |
Less accumulated depreciation and amortization | (2,137) | 0 |
Total real estate investments, net | 316,420 | 33,460 |
Cash and cash equivalents | 69,554 | 1,286 |
Restricted cash | 14,074 | 0 |
Derivatives, at fair value | 2,554 | 250 |
Deposits for real estate acquisitions | 3,103 | 5,464 |
Prepaid expenses and other assets | 1,641 | 7,265 |
Receivable for sale of common stock | 1,312 | 891 |
Deferred tax asset | 21 | 0 |
Goodwill and other intangible assets | 5,983 | 0 |
Deferred financing costs, net | 5,671 | 749 |
Total assets | 420,333 | 49,365 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Short term notes payable | 0 | 6,746 |
Mortgage notes payable | 215,324 | 17,139 |
Credit facility | 17,658 | 0 |
Below-market lease liabilities, net | 2,761 | 0 |
Derivatives, at fair value | 215 | 86 |
Due to affiliates | 1,250 | 1,268 |
Accounts payable and accrued expenses | 6,555 | 300 |
Prepaid rent | 2,311 | 366 |
Deferred tax liability | 5,983 | 0 |
Distributions payable | 1,235 | 155 |
Total liabilities | $ 253,292 | $ 26,060 |
Commitments and contingencies (Note 9) | ||
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, 9,156,327 and 1,297,355 shares issued; and 9,152,328 and 1,297,355 shares outstanding, as of June 30, 2015, and December 31, 2014, respectively. | 92 | 13 |
Additional paid-in capital | 196,414 | 26,004 |
Accumulated other comprehensive income (loss) | 285 | (41) |
Accumulated deficit | (29,750) | (2,671) |
Total stockholders' equity | 167,041 | 23,305 |
Total liabilities and stockholders' equity | $ 420,333 | $ 49,365 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 50,000,000 | 50,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 9,156,327 | 1,297,355 |
Common stock, outstanding | 9,152,328 | 1,297,355 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | |
Revenues: | ||
Rental income | $ 2,976 | $ 4,022 |
Operating expense reimbursement | 308 | 482 |
Total revenues | 3,284 | 4,504 |
Expenses: | ||
Property operating | 498 | 655 |
Operating fees to affiliate | 101 | 126 |
Acquisition and transaction related | 13,028 | 20,193 |
General and administrative | 455 | 771 |
Depreciation and amortization | 1,535 | 2,017 |
Income tax benefit | (21) | (21) |
Total expenses | 15,596 | 23,741 |
Operating loss | (12,312) | (19,237) |
Other income (expense): | ||
Interest expense | (2,087) | (2,913) |
Losses on hedging instruments deemed ineffective | (277) | (745) |
Losses on derivative instruments | (48) | (48) |
Losses on hedging instruments deemed ineffective | (82) | (82) |
Other income | 16 | 16 |
Total other income (expense), net | (2,478) | (3,772) |
Net loss | (14,790) | (23,009) |
Other comprehensive income (loss): | ||
Cumulative translation adjustment | (1,822) | (1,979) |
Designated derivatives, fair value adjustments | (375) | 2,305 |
Comprehensive loss | $ (16,987) | $ (22,683) |
Basic and diluted weighted average shares outstanding | 6,773,666 | 4,614,053 |
Basic and diluted net loss per share | $ (2.18) | $ (4.99) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2014 | 1,297,355 | ||||
Beginning Balance at Dec. 31, 2014 | $ 23,305 | $ 13 | $ 26,004 | $ (41) | $ (2,671) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 7,804,287 | ||||
Issuance of common stock | 193,001 | $ 78 | 192,923 | ||
Common stock offering costs, commissions and dealer manager fees | (23,723) | (23,723) | |||
Common stock issued through distribution reinvestment plan (in shares) | 50,686 | ||||
Common stock issued through distributions reinvestment program | 1,205 | $ 1 | 1,204 | ||
Amortization of restricted shares | 6 | 6 | |||
Distributions declared | (4,070) | (4,070) | |||
Net loss | (23,009) | (23,009) | |||
Cumulative translation adjustment | (1,979) | (1,979) | |||
Other comprehensive income | 2,305 | 2,305 | |||
Ending Balance (in shares) at Jun. 30, 2015 | 9,152,328 | ||||
Ending Balance at Jun. 30, 2015 | $ 167,041 | $ 92 | $ 196,414 | $ 285 | $ (29,750) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended |
Jun. 30, 2015 | |
Cash flows from operating activities: | |
Net loss | $ (23,009) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Depreciation | 1,257 |
Amortization of intangibles | 760 |
Amortization of deferred financing costs | 1,141 |
Amortization of below-market lease liability | (33) |
Amortization of above-market lease assets | 120 |
Share-based compensation | 6 |
Net realized and unrealized mark-to-market transactions | 130 |
Changes in operating assets and liabilities, net: | |
Due to affiliates | (18) |
Prepaid expenses and other assets | (1,122) |
Accounts payable and accrued expenses | 6,149 |
Prepaid rent | 1,945 |
Deferred tax asset | (21) |
Net cash used in operating activities | (12,695) |
Cash flows from investing activities: | |
Investment in real estate and other assets | (68,487) |
Deposits for real estate acquisitions | 2,361 |
Net cash used in investing activities | (66,126) |
Cash flows from financing activities: | |
Payments of deferred financing costs | (6,063) |
Proceeds from issuance of common stock | 192,580 |
Payments of offering costs | (23,617) |
Distributions paid | (1,785) |
Restricted cash | (14,074) |
Net cash provided by financing activities | 147,041 |
Net change in cash and cash equivalents | 68,220 |
Effect of exchange rate on cash | 48 |
Cash and cash equivalents, beginning of period | 1,286 |
Cash and cash equivalents, end of period | 69,554 |
Supplemental Disclosures: | |
Cash paid for interest | 827 |
Cash paid for income taxes | 4 |
Non-Cash Investing and Financing Activities: | |
VAT refund receivable used to repay notes payable | 6,746 |
Mortgage notes payable assumed or used to acquire investments in real estate | (202,269) |
Repayment of note payable | (6,746) |
Borrowings under line of credit to acquire real estate | (17,256) |
Common stock issued through distribution reinvestment program | $ 1,205 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 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 program (the “DRIP”) under which common stockholders may elect to have their distributions reinvested in additional shares of common stock. 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. The Company purchased its first property and commenced active operations on December 29, 2014 . As of June 30, 2015 , the Company had 9,152,328 shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP. As of June 30, 2015 , total gross proceeds from these issuances were $226.4 million , including proceeds from shares issued under the DRIP. 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 the Service Provider or another party. The Company may also originate or acquire first mortgage loans secured by real estate. As of June 30, 2015 , the Company owned 9 properties consisting of 1.5 million rentable square feet, which were 100.0% leased, with an average remaining lease term of 9.4 years. 8.7% of the Company's properties are located in U.S. and 91.3% are located in Europe. 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 the Company first publishes an estimated per share NAV, which will be on or prior to March 16, 2017 , which is 150 days following the second anniversary of the date that the Company broke escrow in 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 AR Capital Global Holdings, LLC. (the “Sponsor”) on May 28, 2014, at $22.50 per share for $0.2 million . Substantially all of the Company’s business is 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 Special Limited Partner 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 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, and as a result 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting 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 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 and six months ended June 30, 2015 are not necessarily indicative of the results for the entire year or any subsequent interim period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2014 , which are included in the Company's Annual Report on Form 10-K filed with the SEC on April 1, 2015 . There have been no significant changes to the Company's significant accounting policies during the six months ended June 30, 2015 other than the updates described below and the subsequent notes. Recently Issued Accounting Pronouncements (Pending Adoption) In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). 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 allows entities to apply either a full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB finalized a one-year delay of the revised guidance, although entities will be allowed to early adopt the guidance as of the original effective date. The new guidance will be effective in the Company's 2018 fiscal year. The Company is currently evaluating the impact of the revised guidance on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard. In February 2015, the FASB issued ASU 2015-02 Consolidation (Topic 810) - Amendments to the Consolidation Analysis . The new guidance applies to entities in all industries and provides a new scope exception to registered money market funds and similar unregistered money market funds. It makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the variable interest entity ("VIE") guidance. The standard does not add or remove any of the characteristics that determine if an entity is a VIE. However, when decision-making over the entity’s most significant activities has been outsourced, the standard changes how a reporting entity assesses if the equity holders at risk lack decision making rights. Previously, the reporting entity would be required to determine if there is a single equity holder that is able to remove the outsourced decision maker that has a variable interest. The new standard requires that the reporting entity first consider the rights of all of the equity holders at risk. If the equity holders have certain rights that are deemed to give them the power to direct the entity’s most significant activities, then the entity does not have this VIE characteristic. The new standard also introduces a separate analysis specific to limited partnerships and similar entities for assessing if the equity holders at risk lack decision making rights. Limited partnerships and similar entities will be VIEs unless the limited partners hold substantive kick-out rights or participating rights. In order for such rights to be substantive, they must be exercisable by a simple majority vote (or less) of all of the partners (exclusive of the general partner and its related parties). A right to liquidate an entity is viewed as akin to a kick-out right. The guidance for limited partnerships under the voting model has been eliminated in conjunction with the introduction of this separate analysis, including the rebuttable presumption that a general partner unilaterally controls a limited partnership and should therefore consolidate it. A limited partner with a controlling financial interest obtained through substantive kick out rights would consolidate a limited partnership. The standard eliminates certain of the criteria that must be met for an outsourced decision maker or service provider’s fee arrangement to not be a variable interest. Under current guidance, a reporting entity first assesses whether it meets power and economics tests based solely on its own variable interests in the entity to determine if it is the primary beneficiary required to consolidate the VIE. Under the new standard, a reporting entity that meets the power test will also include indirect interests held through related parties on a proportionate basis to determine whether it meets the economics test and is the primary beneficiary on a standalone basis. The standard is effective for annual periods beginning after December 15, 2015. Early adoption is allowed, including in any interim period. The Company is currently evaluating the impact of the new guidance. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30). The guidance changes the presentation of debt issuance costs on the balance sheet. The amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements. |
Real Estate Investments
Real Estate Investments | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments The following table reflects the number and related base purchase prices of properties acquired as of December 31, 2014 and during the six months ended June 30, 2015 : Number of Properties Base Purchase Price (1) (In thousands) As of December 31, 2014 2 $ 33,820 Six Months Ended June 30, 2015 7 288,012 Portfolio as of June 30, 2015 9 $ 321,832 ________________________________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase, where applicable. The following table presents the allocation of assets acquired and liabilities assumed during the six months ended June 30, 2015 based on contract purchase price, excluding acquisition related costs, based on the relevant exchange rate at the time of purchase. Six Months Ended June 30, (Dollar amounts in thousands) 2015 Real estate investments, at cost: Land $ 26,827 Buildings, fixtures and improvements 188,820 Total tangible assets 215,647 Acquired intangibles: In-place leases 49,536 Above market lease assets 379 Below market lease liabilities (2,757 ) Ground lease intangible asset 25,207 Total assets acquired, net 288,012 Mortgage notes payable used to acquire real estate investments (202,269 ) Credit facilities payable used to acquire real estate investments (17,256 ) Cash paid for acquired real estate investments $ 68,487 Number of properties purchased 7 The following table presents unaudited pro forma information as if the acquisitions during the six months ended June 30, 2015 had been consummated on April 23, 2014 (date of inception): Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2015 Pro forma revenues $ 6,407 $ 12,753 Pro forma net loss (686 ) (1,439 ) Basic and diluted net loss per share $ (0.10 ) $ (0.31 ) The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. 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. These amounts also exclude recoveries from tenants for certain expenses such as real estate taxes and insurance. (In thousands) Future Minimum Base Rental Payments July 1, 2015 — December 31, 2015 $ 11,768 2016 18,407 2017 22,335 2018 25,019 2019 25,038 Thereafter 118,839 $ 221,406 The following table lists the tenants whose annualized rental income on a straight-line basis represented greater than 10% of total annualized rental income for all properties on a straight-line basis as of June 30, 2015 : June 30, 2015 Tenant ING Amsterdam 34.8% Sagemcom 22.1% DB Luxembourg 20.7% The termination, delinquency or non-renewal of leases by any of the above tenants may have a material adverse effect on revenues. The following table lists the countries where the Company has geographic concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of June 30, 2015 . June 30, 2015 Country The Netherlands 34.8% France 31.2% Luxembourg 20.7% |
Revolving Credit Facility
Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility On January 28, 2015 , the Company, through its OP, entered into a credit agreement relating to a credit facility (the “Credit Facility”) that provided for aggregate borrowings up to $100.0 million , including swingline loans up to $50.0 million and letters of credit up to $25.0 million , subject in each case to borrowing base availability and certain other conditions. Through an uncommitted “accordion feature,” the OP, subject to certain conditions, including obtaining additional commitments from lenders, may request additional commitments under the Credit Facility to increase the aggregate commitments up to $1.25 billion . Borrowings under the Credit Facility are expected to be used, along with cash on hand, to finance portfolio acquisitions and for general corporate purposes. Availability of borrowings is based on a pool of eligible unencumbered real estate assets. The initial maturity date of the Credit Facility is January 28, 2017 , with three one -year extension options, subject to certain conditions. The Company has the option, based upon its consolidated leverage ratio, to have draws under the Credit Facility priced at either (i) Alternate Base Rate plus an applicable spread ranging from 0.50% to 1.10% , (ii) Adjusted LIBO Rate plus an applicable spread ranging from 1.50% to 2.10% , or (iii) Adjusted EURIBOR Rate plus an applicable spread ranging from 1.50% to 2.10% . Alternate Base Rate is defined in the Credit Facility as the greatest of (a) the prime rate in effect on such day; (b) the federal funds effective rate in effect on such day plus 0.50% ; and (c) Adjusted LIBO Rate for a one month interest period on such day plus 1.00% . Adjusted LIBO Rate refers to the London interbank offered rate, adjusted based on applicable reserve percentages established by the Federal Reserve. Adjusted EURIBOR Rate refers to the Euro interbank offered rate, adjusted based on applicable reserve percentages in effect on such day for fundings in Euros maintained by commercial banks which lend in Euros. If any principal or interest on any loan under the Credit Facility or any other amount payable by the OP under the Credit Facility is not paid when due, such overdue amount will bear interest at, in respect of principal, 2.00% plus the rate otherwise applicable to such principal amount, or, in respect of any other amount, 2.00% plus the rate otherwise applicable to loans under the Credit Facility bearing interest at the Alternate Base Rate. As of June 30, 2015 , the Company's debt reflected variable rate borrowings under the Credit Facility of $17.7 million and a fair value of $19.2 million with a weighted average annual interest rate of 2.0% . The unused borrowing capacity under the Credit Facility as of June 30, 2015 was $82.3 million . The Credit Facility agreement provides for quarterly interest payments for each Alternate Base Rate loan and periodic payments for each adjusted LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date in January 2017 . The Credit Facility agreement may be prepaid at any time, in whole or in part, without premium or penalty, subject to prior notice to the lender. In the event of a default, the lender has the right to terminate their obligations under the Credit Facility agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Credit Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of June 30, 2015 , the Company was in compliance with the financial covenants under the Credit Facility. A portion of the borrowings in foreign currencies were treated as net investment hedges of the Company's investments during the periods reflected in the statement of operations (See Note 7 — Derivatives and Hedging Activities). |
Mortgage Notes Payable
Mortgage Notes Payable | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Mortgage Notes Payable The Company's mortgage notes payable as of June 30, 2015 and December 31, 2014 consisted of the following: Portfolio Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Maturity June 30, 2015 December 31, 2014 (In thousands) (In thousands) Pole Emploi 1 $ 6,435 $ 7,050 1.7% (2) Fixed Dec. 2019 Auchan 1 9,208 10,089 1.7% (2) Fixed Dec. 2019 Sagemcom (4) 1 39,827 — 1.6% (2) Fixed Dec. 2019 Sagemcom (4) 22,188 — 7.6% (3) Variable Aug. 2016 DB Luxembourg (4) 1 39,938 — 1.1% (2) Fixed Apr. 2020 DB Luxembourg (4) 24,507 — 9.1% Fixed Oct. 2016 ING Amsterdam (4) 1 48,814 — 1.7% (2) Fixed Jun. 2020 ING Amsterdam (4) 24,407 — 6.0% Fixed Dec. 2015 Total 5 $ 215,324 $ 17,139 3.8% _________________________ (1) Based on exchange rates as of June 30, 2015 and December 31, 2014 , as applicable. (2) Fixed as a result of entering into a swap agreement. (3) The effective interest rate relates to a second mortgage loan with an interest rate of 7.5% plus 3-month Euribor as of June 30, 2015 . (4) These investments are encumbered by a mortgage and a short-term secondary loan, each pursuant to the same loan agreement. The carrying value of unencumbered assets as of June 30, 2015 was $25.7 million . The following table summarizes the scheduled aggregate principal payments on the mortgage notes payable subsequent to June 30, 2015 : (In thousands) Future Principal Payments July 1, 2015 — December 31, 2015 $ 24,407 2016 24,507 2017 22,188 2018 — 2019 55,470 Thereafter 88,752 $ 215,324 The Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of June 30, 2015 and December 31, 2014 , the Company was in compliance with financial covenants under its mortgage notes payable agreements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 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, 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 about the 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. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of June 30, 2015 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties. Financial instruments measured at fair value on a recurring basis The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Level 1 Level 2 Level 3 Total June 30, 2015 Foreign currency swaps, net (EUR) $ — $ 2,134 $ — $ 2,134 Interest rate swaps, net (GBP & EUR) $ — $ 52 $ — $ 52 Foreign currency forwards, net (GBP & EUR) $ — $ 153 $ — $ 153 December 31, 2014 Foreign currency swaps, net (EUR) $ — $ 250 $ — $ 250 Interest rate swaps, net $ — $ (86 ) $ — $ (86 ) A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the six months ended June 30, 2015 . Financial instruments not measured at fair value on a recurring basis 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, due from affiliates, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets as of June 30, 2015 and December 31, 2014 are reported below. Carrying Fair Value Carrying Amount Fair Value (In thousands) Level June 30, June 30, December 31, December 31, Mortgage notes payable 3 $ 215,324 $ 215,181 $ 17,139 $ 16,983 Credit facility 3 $ 17,658 $ 19,209 $ — $ — The fair value of the mortgage notes is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative and Hedging Activities | Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. Certain foreign investments expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency, the U.S. dollar. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate and currency risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2015 , such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and six months ended June 30, 2015 , the Company recorded gains of $18,000 and $18,000 of ineffectiveness in earnings, respectively. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next 12 months, the Company estimates that an additional $0.5 million will be reclassified from other comprehensive income (loss) as an increase to interest expense. As of June 30, 2015 and December 31, 2014 , the Company had the following outstanding interest rate derivatives that were designated as a cash flow hedges of interest rate risk: June 30, 2015 December 31, 2014 Derivatives Number of Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (EUR) 5 $ 144,222 2 $ 17,139 Interest rate swaps (GBP) 1 17,658 — — Total 6 $ 161,880 2 $ 17,139 Net Investment Hedges The Company is exposed to fluctuations in foreign exchange rates on property investments in foreign countries which pay rental income, property related expenses and hold debt instruments in currencies other than its functional currency, the US dollar. The Company uses foreign currency derivatives including cross currency swaps to hedge its exposure to changes in foreign exchange rates on certain of its foreign investments. Cross currency swaps involve fixing the applicable currency exchange rate for delivery of a specified amount of foreign currency on specified dates. In addition, foreign currency advances of £11.2 million ( $17.7 million equivalent based upon the exchange rate as of the date of the advance) were drawn under the Company's Credit Facility to fund individual real estate investments in the respective local currency which were designated as net investment hedges and creates a natural hedge against the equity invested, removing the need for final currency swaps. For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss) (outside of earnings) as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income into earnings when the hedged net investment is either sold or substantially liquidated. As of June 30, 2015 and December 31, 2014 , the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations: June 30, 2015 December 31, 2014 Derivatives Number of Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Cross currency swaps (EUR-USD) 3 $ 56,103 1 $ 16,321 Forwards (EUR-USD) 1 10,100 — — Total 4 $ 66,203 1 $ 16,321 Non-Designated Hedges The Company is exposed to fluctuations in the exchange rates of its functional currency, the US dollar ("USD"), against the Pound Sterling ("GBP") and the Euro ("EUR"). The Company uses foreign currency derivatives including currency forward and cross currency swap agreements to manage its exposure to fluctuations in GBP-USD and EUR-USD exchange rates. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under qualifying hedging relationships are recorded directly in earnings. The Company recorded marked-to-market losses of $0.1 million on the non-designated derivatives for the three and six months ended June 30, 2015 . The Company also recorded losses of $0.1 million from over hedging ineffectiveness on the designated net investment hedges for three and six months ended June 30, 2015 . As of June 30, 2015 and December 31, 2014 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. June 30, 2015 December 31, 2014 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Forwards (GBP-USD) 11 $ 1,276 — $ — Designated and Non Designated Hedges The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the balance sheets as of June 30, 2015 and December 31, 2014 : June 30, December 31, 2014 (In thousands) Balance Sheet Location Derivatives designated as hedging instruments: Cross currency swaps (EUR-USD) Derivative assets, at fair value $ 2,134 $ 250 Interest rate swaps (EUR) Derivative assets, at fair value 167 — Interest rate swaps (GBP) Derivative assets, at fair value 52 — Forwards (EUR-USD) Derivative assets, at fair value 201 — Interest rate swaps (EUR) Derivative liabilities, at fair value (167 ) (86 ) Total $ 2,387 $ 164 Derivatives not designated as hedging instruments: Forwards (GBP-USD) Derivative liabilities, at fair value $ (48 ) $ — The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and six months ended June 30, 2015 : Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2015 Amount of gain recognized in accumulated other comprehensive income from derivatives (effective portion) $ (504 ) $ 2,364 Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) $ (80 ) $ (98 ) Amount of gain (loss) recognized in income on derivative instruments (ineffective portion and amount excluded from effectiveness testing) $ 18 $ 18 Tabular Disclosure Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of June 30, 2015 and December 31, 2014 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets. Gross Amounts Not Offset on the Balance Sheet Derivatives (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount June 30, 2015 $ 2,554 $ (215 ) $ — $ 2,339 $ — $ — $ 2,339 December 31, 2014 $ 250 $ (86 ) $ — $ 164 $ — $ — $ 164 Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contains a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligation. As of June 30, 2015 , the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $0.2 million . As of June 30, 2015 , the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Common Stock | Common Stock The Company is offering and selling to the public in its IPO up to 125.0 million shares of common stock, $0.01 par value per share, at a price of $25.00 per share (including the maximum allowed to be charged for commissions and fees), on a “reasonable best efforts” basis, pursuant to the Registration Statement. The Company is also offering up to 26.3 million shares of common stock under it's DRIP, initially at $23.75 per share, which is 95% of the primary offering price. Beginning with the NAV pricing date, the per share purchase price in the IPO will vary quarterly and will be equal to the NAV per share, as determined by the Advisor, plus applicable commissions and fees and the per share purchase price in the DRIP will be equal to the NAV per share. The Company reserves the right to reallocate the shares of common stock it is offering between the primary offering and the DRIP. 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. As of June 30, 2015 , the Company had 9,152,328 shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP. Total gross proceeds from these issuances were $226.4 million , including proceeds from shares issued under the DRIP. On October 22, 2014 , the board of directors authorized, and the Company declared, distributions payable to stockholders of record each day during the applicable period equal to $0.0048630137 per day. Distributions began 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. Distributions 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 distributions payments are not assured. The first distribution payment was made on December 1, 2014 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments & Contingencies Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. As of June 30, 2015 , there were no material legal or regulatory proceedings pending or known to be contemplated against the Company. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of June 30, 2015 , the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. |
Related Party Transactions & Ar
Related Party Transactions & Arrangements | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of June 30, 2015 , 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 June 30, 2015 and December 31, 2014 , the Company had $1.3 million and $1.3 million of payables to affiliated entities for advances received to fund the payment of offering costs, respectively. 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. The Dealer Manager receives selling commission of up to 7.0% of the per share purchase price of offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager receives 3.0% of the per share purchase price from the sale of the Company's shares, before reallowance to such participating broker-dealers, as a dealer-manager fee. The Dealer Manager may re-allow its dealer-manager fee to 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% paid on each anniversary date of the closing of the sale to the fifth anniversary date of the closing of the sale. If this option is elected, the Dealer Manager's fee will be reduced to 2.5% (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 June 30, Six Months Ended June 30, Payable as of June 30, Payable as of December 31, (In thousands) 2015 2015 2015 2014 Total commissions and fees from Dealer Manager $ 10,658 $ 17,400 $ 121 $ 89 The Advisor and its affiliates receive compensation and reimbursement for services relating to the IPO, including transfer agent services provided by an affiliate of the Dealer Manager. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are charged to additional paid-in capital on the accompanying consolidated balance sheet. As of June 30, 2015 , 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 IPO are the Advisor’s responsibility. As of June 30, 2015 , offering and related costs exceeded 2.0% of gross proceeds received from the offering by $5.0 million . The following table details offering costs and reimbursements incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: Three Months Ended June 30, Six Months Ended June 30, Payable as of June 30, Payable as of December 31, (In thousands) 2015 2015 2015 2014 Fees and expense reimbursements from the Advisor and Dealer Manager $ 3,344 $ 5,558 $ — $ 1,268 After the escrow break, the Advisor elected to cap cumulative offering costs incurred by the Company, net of unpaid amounts, to 15.0% of gross common stock proceeds during the offering period. As of June 30, 2015 , cumulative offering costs were $29.9 million . As of June 30, 2015 , cumulative offering costs, net of unpaid amounts did no t exceed the 15.0% threshold. 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. 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. 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; divide 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 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 each unvested Class B unit in an amount equal to the distributions 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. During the six months ended June 30, 2015 , the Company's board of directors approved the issuance of 13,247 shares of Class B units, all of which were issued during the three months ended March 31, 2015 . On August 6, 2015, the Company's board of directors approved the issuance of 28,088 shares of Class B units which were earned during three months ended June 30, 2015 . 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 following table details amounts incurred, forgiven and payable to related parties in connection with the operations-related services described above as of and for the periods presented: Three Months Ended June 30, Six Months Ended June 30, Payable as of 2015 2015 (In thousands) Incurred Forgiven Incurred Forgiven June 30, 2015 December 31, 2014 One-time fees and reimbursements: Acquisition fees and related cost reimbursements $ 4,289 $ — $ 5,917 $ — $ 170 $ — Transaction fee — — — — — — Financing coordination fees 1,044 — 2,267 — — — Other expense reimbursements — — — — — — Ongoing fees: Asset management fees — — — — — — Property management and leasing fees 56 15 90 19 6 — Strategic advisory fees — — — — — — Distributions on Class B units 6 — 6 — 4 — Total related party operational fees and reimbursements $ 5,395 $ 15 $ 8,280 $ 19 $ 10 $ — 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 three and six months ended June 30, 2015 . In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may waive certain fees including asset management and property management fees. Because the Advisor may waive 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 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 or property operating expenses. These absorbed costs are presented net in the accompanying consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2015 , there were no property operating and general administrative expenses absorbed by our Advisor. Fees Paid in Connection with the Liquidation or Listing of the Company’s Real Estate Assets The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of the Company’s 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 three and six months ended June 30, 2015 . 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 three and six months ended June 30, 2015 . The Company will distribute to the Special Limited Partner a subordinated participation in the net sales proceeds of the sale of real estate assets equal to 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 distributions were incurred during the three and six months ended June 30, 2015 . If the Company’s shares of common stock are listed on a national exchange, the Special Limited Partner will receive a subordinated incentive listing distributions from the OP equal to 15.0% of the amount by which the Company’s market value plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Special Limited Partner will not be entitled to the subordinated incentive listing distributions unless investors have received a 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 three and six months ended June 30, 2015 . 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 |
Jun. 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 control with the Advisor, and the Service Provider 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 and investor relations. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates and the Service Provider. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
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 6.3 million shares (as such number may be adjusted for stock splits, stock distributions, 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. The following table reflects restricted share award activity for the six months ended June 30, 2015 . Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2014 2,666 $ 22.50 Granted 2,666 22.50 Vested — 22.50 Forfeitures (1,333 ) 22.50 Unvested, June 30, 2015 3,999 $ 22.50 Compensation expense related to restricted stock was approximately $6,000 during the six months ended June 30, 2015 and is recorded as general and administrative expense in the accompanying statements of operations. As of June 30, 2015 , the Company had $50,000 of unrecognized compensation cost related to unvested restricted share awards granted under the Company’s RSP. That cost is expected to be recognized over a weighted average period of 5 years. Other Share-Based Compensation The Company has issued common stock in lieu of cash to pay fees earned by the Company's directors at each director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were 412 shares of common stock issued in lieu of cash during the six months ended June 30, 2015 which resulted in additional shared based compensation of $9,000 . |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 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 income (loss) per share computation for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2015 2015 Net loss (in thousands) $ (14,790 ) $ (23,009 ) Basic and diluted weighted average shares outstanding 6,773,666 4,614,053 Basic and diluted net loss per share $ (2.18 ) $ (4.99 ) The Company had the following common share equivalents as of June 30, 2015 , which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: Six Months Ended June 30, 2015 Unvested restricted stock 3,999 OP Units 90 Class B units 13,247 Total common share equivalents 17,336 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through 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 July 31, 2015 , the Company had 10.2 million shares of common stock outstanding, including shares issued under the DRIP. Total gross proceeds, net of repurchases, from these issuances were $252.6 million , including proceeds from shares issued under the DRIP. As of July 31, 2015 , the aggregate value of all share issuances was $255.1 million based on a per share value of $25.00 (or $23.75 per share for 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 June 30, 2015 July 1, 2015 to July 31, 2015 Total Common stock $ 226,377 $ 26,182 $ 252,559 Acquisitions The following table presents certain information about the properties that the Company acquired subsequent to June 30, 2015 : Number of Properties Rentable Square Feet Base Purchase Price (1) (In thousands) Total portfolio, June 30, 2015 9 1,507,403 $ 321,832 Acquisitions 1 111,338 8,801 Total portfolio, August 12, 2015 10 1,618,741 $ 330,633 ________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase. On July 16, 2015 , the Company has made an earnest money deposit totaling $7.8 million ( £5.0 million based upon an exchange rate of $1.56 to £1.00 , as of the date of deposit), relating to a prospective property acquisition with an estimated purchase price of $98.3 million which is expected to close in the fourth quarter of 2015. Sponsor Transaction On August 6, 2015 , AR Capital, LLC (“ARC”), the parent of the Sponsor, entered into a Transaction Agreement (the “Transaction Agreement”) with AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH”), and an affiliate of Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”), and a newly formed entity, AR Global Investments, LLC, a Delaware limited liability company (“AR Global”). The Transaction Agreement provides that ARC will transfer to AR Global substantially all of the assets of its ongoing asset management business (including equity interests in its subsidiaries). AMH will contribute money and other assets to AR Global. Following the consummation of the transaction contemplated by the Transaction Agreement, AMH will hold a 60% interest in AR Global and ARC will hold a 40% interest in AR Global. The business and affairs of AR Global will be overseen by a board of managers comprised of ten members, six of which will be appointed by AMH and four of which will be appointed by ARC. The Advisor and Property Manager are currently owned indirectly by ARC and following the Transaction will be owned indirectly by AR Global. Additionally, on August 6, 2015 , RCS Capital Corporation (“RCS Capital”), the parent of the Dealer Manager and a company under common control with ARC, announced that it has entered into an agreement with an affiliate of Apollo to sell RCS Capital’s Wholesale Distribution division, including the Dealer Manager, and certain related entities (collectively, the "Transactions"). Upon completion of the transaction, the Dealer Manager will continue to operate as a stand-alone entity within AR Global. The current management team of the Dealer Manager, which is led by William E. Dwyer III, will continue to operate the day-to-day functions of the business. The Transactions are subject to customary closing conditions and are expected to close in 2015. Upon consummation of the Transactions, the Company's Advisor, Property Manager, Dealer Manager and Sponsor are expected to continue to serve in their respective capacities to the Company. The Company’s independent directors unanimously endorsed the Transactions. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting 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 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 and six months ended June 30, 2015 are not necessarily indicative of the results for the entire year or any subsequent interim period. |
Recently Issued Accounting Pronouncements (Pending Adoption) | Recently Issued Accounting Pronouncements (Pending Adoption) In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). 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 allows entities to apply either a full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB finalized a one-year delay of the revised guidance, although entities will be allowed to early adopt the guidance as of the original effective date. The new guidance will be effective in the Company's 2018 fiscal year. The Company is currently evaluating the impact of the revised guidance on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard. In February 2015, the FASB issued ASU 2015-02 Consolidation (Topic 810) - Amendments to the Consolidation Analysis . The new guidance applies to entities in all industries and provides a new scope exception to registered money market funds and similar unregistered money market funds. It makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the variable interest entity ("VIE") guidance. The standard does not add or remove any of the characteristics that determine if an entity is a VIE. However, when decision-making over the entity’s most significant activities has been outsourced, the standard changes how a reporting entity assesses if the equity holders at risk lack decision making rights. Previously, the reporting entity would be required to determine if there is a single equity holder that is able to remove the outsourced decision maker that has a variable interest. The new standard requires that the reporting entity first consider the rights of all of the equity holders at risk. If the equity holders have certain rights that are deemed to give them the power to direct the entity’s most significant activities, then the entity does not have this VIE characteristic. The new standard also introduces a separate analysis specific to limited partnerships and similar entities for assessing if the equity holders at risk lack decision making rights. Limited partnerships and similar entities will be VIEs unless the limited partners hold substantive kick-out rights or participating rights. In order for such rights to be substantive, they must be exercisable by a simple majority vote (or less) of all of the partners (exclusive of the general partner and its related parties). A right to liquidate an entity is viewed as akin to a kick-out right. The guidance for limited partnerships under the voting model has been eliminated in conjunction with the introduction of this separate analysis, including the rebuttable presumption that a general partner unilaterally controls a limited partnership and should therefore consolidate it. A limited partner with a controlling financial interest obtained through substantive kick out rights would consolidate a limited partnership. The standard eliminates certain of the criteria that must be met for an outsourced decision maker or service provider’s fee arrangement to not be a variable interest. Under current guidance, a reporting entity first assesses whether it meets power and economics tests based solely on its own variable interests in the entity to determine if it is the primary beneficiary required to consolidate the VIE. Under the new standard, a reporting entity that meets the power test will also include indirect interests held through related parties on a proportionate basis to determine whether it meets the economics test and is the primary beneficiary on a standalone basis. The standard is effective for annual periods beginning after December 15, 2015. Early adoption is allowed, including in any interim period. The Company is currently evaluating the impact of the new guidance. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30). The guidance changes the presentation of debt issuance costs on the balance sheet. The amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | The following table reflects the number and related base purchase prices of properties acquired as of December 31, 2014 and during the six months ended June 30, 2015 : Number of Properties Base Purchase Price (1) (In thousands) As of December 31, 2014 2 $ 33,820 Six Months Ended June 30, 2015 7 288,012 Portfolio as of June 30, 2015 9 $ 321,832 ________________________________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase, where applicable. The following table presents certain information about the properties that the Company acquired subsequent to June 30, 2015 : Number of Properties Rentable Square Feet Base Purchase Price (1) (In thousands) Total portfolio, June 30, 2015 9 1,507,403 $ 321,832 Acquisitions 1 111,338 8,801 Total portfolio, August 12, 2015 10 1,618,741 $ 330,633 ________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase. |
Schedule of Business Acquisitions, by Acquisition | The following table presents the allocation of assets acquired and liabilities assumed during the six months ended June 30, 2015 based on contract purchase price, excluding acquisition related costs, based on the relevant exchange rate at the time of purchase. Six Months Ended June 30, (Dollar amounts in thousands) 2015 Real estate investments, at cost: Land $ 26,827 Buildings, fixtures and improvements 188,820 Total tangible assets 215,647 Acquired intangibles: In-place leases 49,536 Above market lease assets 379 Below market lease liabilities (2,757 ) Ground lease intangible asset 25,207 Total assets acquired, net 288,012 Mortgage notes payable used to acquire real estate investments (202,269 ) Credit facilities payable used to acquire real estate investments (17,256 ) Cash paid for acquired real estate investments $ 68,487 Number of properties purchased 7 |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma information as if the acquisitions during the six months ended June 30, 2015 had been consummated on April 23, 2014 (date of inception): Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2015 Pro forma revenues $ 6,407 $ 12,753 Pro forma net loss (686 ) (1,439 ) Basic and diluted net loss per share $ (0.10 ) $ (0.31 ) |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. 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. These amounts also exclude recoveries from tenants for certain expenses such as real estate taxes and insurance. (In thousands) Future Minimum Base Rental Payments July 1, 2015 — December 31, 2015 $ 11,768 2016 18,407 2017 22,335 2018 25,019 2019 25,038 Thereafter 118,839 $ 221,406 |
Schedule of Annualized Rental Income by Major Tenants | The following table lists the tenants whose annualized rental income on a straight-line basis represented greater than 10% of total annualized rental income for all properties on a straight-line basis as of June 30, 2015 : June 30, 2015 Tenant ING Amsterdam 34.8% Sagemcom 22.1% DB Luxembourg 20.7% |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table lists the countries where the Company has geographic concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of June 30, 2015 . June 30, 2015 Country The Netherlands 34.8% France 31.2% Luxembourg 20.7% |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company's mortgage notes payable as of June 30, 2015 and December 31, 2014 consisted of the following: Portfolio Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Maturity June 30, 2015 December 31, 2014 (In thousands) (In thousands) Pole Emploi 1 $ 6,435 $ 7,050 1.7% (2) Fixed Dec. 2019 Auchan 1 9,208 10,089 1.7% (2) Fixed Dec. 2019 Sagemcom (4) 1 39,827 — 1.6% (2) Fixed Dec. 2019 Sagemcom (4) 22,188 — 7.6% (3) Variable Aug. 2016 DB Luxembourg (4) 1 39,938 — 1.1% (2) Fixed Apr. 2020 DB Luxembourg (4) 24,507 — 9.1% Fixed Oct. 2016 ING Amsterdam (4) 1 48,814 — 1.7% (2) Fixed Jun. 2020 ING Amsterdam (4) 24,407 — 6.0% Fixed Dec. 2015 Total 5 $ 215,324 $ 17,139 3.8% _________________________ (1) Based on exchange rates as of June 30, 2015 and December 31, 2014 , as applicable. (2) Fixed as a result of entering into a swap agreement. (3) The effective interest rate relates to a second mortgage loan with an interest rate of 7.5% plus 3-month Euribor as of June 30, 2015 . (4) These investments are encumbered by a mortgage and a short-term secondary loan, each pursuant to the same loan agreement. |
Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal payments on the mortgage notes payable subsequent to June 30, 2015 : (In thousands) Future Principal Payments July 1, 2015 — December 31, 2015 $ 24,407 2016 24,507 2017 22,188 2018 — 2019 55,470 Thereafter 88,752 $ 215,324 |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Level 1 Level 2 Level 3 Total June 30, 2015 Foreign currency swaps, net (EUR) $ — $ 2,134 $ — $ 2,134 Interest rate swaps, net (GBP & EUR) $ — $ 52 $ — $ 52 Foreign currency forwards, net (GBP & EUR) $ — $ 153 $ — $ 153 December 31, 2014 Foreign currency swaps, net (EUR) $ — $ 250 $ — $ 250 Interest rate swaps, net $ — $ (86 ) $ — $ (86 ) |
Fair Value, by Balance Sheet Grouping | The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets as of June 30, 2015 and December 31, 2014 are reported below. Carrying Fair Value Carrying Amount Fair Value (In thousands) Level June 30, June 30, December 31, December 31, Mortgage notes payable 3 $ 215,324 $ 215,181 $ 17,139 $ 16,983 Credit facility 3 $ 17,658 $ 19,209 $ — $ — |
Derivatives and Hedging Activ25
Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | As of June 30, 2015 and December 31, 2014 , the Company had the following outstanding interest rate derivatives that were designated as a cash flow hedges of interest rate risk: June 30, 2015 December 31, 2014 Derivatives Number of Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (EUR) 5 $ 144,222 2 $ 17,139 Interest rate swaps (GBP) 1 17,658 — — Total 6 $ 161,880 2 $ 17,139 As of June 30, 2015 and December 31, 2014 , the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations: June 30, 2015 December 31, 2014 Derivatives Number of Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Cross currency swaps (EUR-USD) 3 $ 56,103 1 $ 16,321 Forwards (EUR-USD) 1 10,100 — — Total 4 $ 66,203 1 $ 16,321 |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of June 30, 2015 and December 31, 2014 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. June 30, 2015 December 31, 2014 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Forwards (GBP-USD) 11 $ 1,276 — $ — |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the balance sheets as of June 30, 2015 and December 31, 2014 : June 30, December 31, 2014 (In thousands) Balance Sheet Location Derivatives designated as hedging instruments: Cross currency swaps (EUR-USD) Derivative assets, at fair value $ 2,134 $ 250 Interest rate swaps (EUR) Derivative assets, at fair value 167 — Interest rate swaps (GBP) Derivative assets, at fair value 52 — Forwards (EUR-USD) Derivative assets, at fair value 201 — Interest rate swaps (EUR) Derivative liabilities, at fair value (167 ) (86 ) Total $ 2,387 $ 164 Derivatives not designated as hedging instruments: Forwards (GBP-USD) Derivative liabilities, at fair value $ (48 ) $ — |
Derivative Instruments, Gain (Loss) | The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and six months ended June 30, 2015 : Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2015 Amount of gain recognized in accumulated other comprehensive income from derivatives (effective portion) $ (504 ) $ 2,364 Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) $ (80 ) $ (98 ) Amount of gain (loss) recognized in income on derivative instruments (ineffective portion and amount excluded from effectiveness testing) $ 18 $ 18 |
Offsetting Assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of June 30, 2015 and December 31, 2014 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets. Gross Amounts Not Offset on the Balance Sheet Derivatives (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount June 30, 2015 $ 2,554 $ (215 ) $ — $ 2,339 $ — $ — $ 2,339 December 31, 2014 $ 250 $ (86 ) $ — $ 164 $ — $ — $ 164 |
Related Party Transactions & 26
Related Party Transactions & Arrangements (Tables) | 6 Months Ended |
Jun. 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 June 30, Six Months Ended June 30, Payable as of June 30, Payable as of December 31, (In thousands) 2015 2015 2015 2014 Total commissions and fees from Dealer Manager $ 10,658 $ 17,400 $ 121 $ 89 |
Schedule of Offering Costs Reimbursements to Related Party | The following table details offering costs and reimbursements incurred from and due to the Advisor and Dealer Manager as of and for the periods presented: Three Months Ended June 30, Six Months Ended June 30, Payable as of June 30, Payable as of December 31, (In thousands) 2015 2015 2015 2014 Fees and expense reimbursements from the Advisor and Dealer Manager $ 3,344 $ 5,558 $ — $ 1,268 |
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table details amounts incurred, forgiven and payable to related parties in connection with the operations-related services described above as of and for the periods presented: Three Months Ended June 30, Six Months Ended June 30, Payable as of 2015 2015 (In thousands) Incurred Forgiven Incurred Forgiven June 30, 2015 December 31, 2014 One-time fees and reimbursements: Acquisition fees and related cost reimbursements $ 4,289 $ — $ 5,917 $ — $ 170 $ — Transaction fee — — — — — — Financing coordination fees 1,044 — 2,267 — — — Other expense reimbursements — — — — — — Ongoing fees: Asset management fees — — — — — — Property management and leasing fees 56 15 90 19 6 — Strategic advisory fees — — — — — — Distributions on Class B units 6 — 6 — 4 — Total related party operational fees and reimbursements $ 5,395 $ 15 $ 8,280 $ 19 $ 10 $ — |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Activity | The following table reflects restricted share award activity for the six months ended June 30, 2015 . Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2014 2,666 $ 22.50 Granted 2,666 22.50 Vested — 22.50 Forfeitures (1,333 ) 22.50 Unvested, June 30, 2015 3,999 $ 22.50 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 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 income (loss) per share computation for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2015 2015 Net loss (in thousands) $ (14,790 ) $ (23,009 ) Basic and diluted weighted average shares outstanding 6,773,666 4,614,053 Basic and diluted net loss per share $ (2.18 ) $ (4.99 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following common share equivalents as of June 30, 2015 , which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive: Six Months Ended June 30, 2015 Unvested restricted stock 3,999 OP Units 90 Class B units 13,247 Total common share equivalents 17,336 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 July 1, 2015 to July 31, 2015 Total Common stock $ 226,377 $ 26,182 $ 252,559 |
Schedule of Real Estate Properties | The following table reflects the number and related base purchase prices of properties acquired as of December 31, 2014 and during the six months ended June 30, 2015 : Number of Properties Base Purchase Price (1) (In thousands) As of December 31, 2014 2 $ 33,820 Six Months Ended June 30, 2015 7 288,012 Portfolio as of June 30, 2015 9 $ 321,832 ________________________________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase, where applicable. The following table presents certain information about the properties that the Company acquired subsequent to June 30, 2015 : Number of Properties Rentable Square Feet Base Purchase Price (1) (In thousands) Total portfolio, June 30, 2015 9 1,507,403 $ 321,832 Acquisitions 1 111,338 8,801 Total portfolio, August 12, 2015 10 1,618,741 $ 330,633 ________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase. |
Organization - Narrative (Detai
Organization - Narrative (Details) | Oct. 17, 2014USD ($) | Jun. 30, 2015USD ($)ft²property$ / sharesshares | Jun. 30, 2015USD ($)ft²property$ / sharesshares | Dec. 31, 2014property$ / sharesshares | Aug. 26, 2014USD ($)$ / sharesshares | May. 28, 2014USD ($)$ / sharesshares | Apr. 23, 2014$ / shares |
Operations [Line Items] | |||||||
Stock available for issuance IPO | $ | $ 125,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Share price (in dollars per share) | $ 22.50 | $ 22.50 | |||||
Proceeds required to break escrow minimum | $ | $ 2,000,000 | ||||||
Common stock, outstanding | shares | 9,152,328 | 9,152,328 | 1,297,355 | ||||
Proceeds from issuance of common stock and DRIP | $ | $ 226,377,000 | ||||||
Units of limited partner interest in OP (in shares) | shares | 90 | 90 | |||||
Allocation of property concentration percentage allowed | 20.00% | 20.00% | |||||
Number of real estate properties | property | 9 | 9 | 2 | ||||
Rented square feet | ft² | 1,507,403 | 1,507,403 | |||||
Real Estate Property, Occupancy Rate | 100.00% | 100.00% | |||||
Weighted average remaining lease term | 9 years 4 months 28 days | ||||||
United States | |||||||
Operations [Line Items] | |||||||
Property concentration percentage | 8.70% | 8.70% | |||||
Europe | |||||||
Operations [Line Items] | |||||||
Property concentration percentage | 91.30% | 91.30% | |||||
Special Limited Partner | |||||||
Operations [Line Items] | |||||||
Common stock outstanding | $ | $ 200,000 | ||||||
Limited partners' contributed capital | $ | $ 2,020 | $ 2,020 | |||||
Common Stock | |||||||
Operations [Line Items] | |||||||
Shares available for issuance under a distribution reinvestment plan (in shares) | shares | 26,300,000 | ||||||
Common Stock | Special Limited Partner | |||||||
Operations [Line Items] | |||||||
Share price (in dollars per share) | $ 22.50 | ||||||
Common stock, outstanding | shares | 8,888 | ||||||
Common Stock | Maximum | |||||||
Operations [Line Items] | |||||||
Share price (in dollars per share) | $ 25 | ||||||
DRIP Share Price (in dollars per share) | $ 23.75 | ||||||
Estimated value of common stock | 95.00% | ||||||
United States | |||||||
Operations [Line Items] | |||||||
Property concentration percentage | 50.00% | 50.00% | |||||
Europe | |||||||
Operations [Line Items] | |||||||
Property concentration percentage | 50.00% | 50.00% |
Real Estate Investments - Sched
Real Estate Investments - Schedule of Real Estate Properties (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($)property | |
Property Acquisition [Roll Forward] | |
Beginning balance, Number of Properties | 2 |
Number of Properties acquired | 7 |
Ending balance, Number of Properties | 9 |
Beginning Balance, Base Purchase Price | $ | $ 33,820 |
Aggregate Base Purchase Price | $ | 288,012 |
Ending Balance, Base Purchase Price | $ | $ 321,832 |
Real Estate Investments - Sch32
Real Estate Investments - Schedule of Business Acquisitions, by Acquisition (Details) - 6 months ended Jun. 30, 2015 $ in Thousands | USD ($)property |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Land | $ 26,827 |
Buildings, fixtures and improvements | 188,820 |
Total tangible assets | 215,647 |
Total assets acquired, net | 288,012 |
Mortgage notes payable used to acquire real estate investments | (202,269) |
Cash paid for acquired real estate investments | $ 68,487 |
Number of properties purchased | property | 7 |
In-place leases | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired in the period | $ 49,536 |
Above market lease assets | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired in the period | 379 |
Below market lease liabilities | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired in the period | (2,757) |
Ground lease intangible asset | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired in the period | 25,207 |
Credit facility | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Credit facilities payable used to acquire real estate investments | $ (17,256) |
Real Estate Investments - Busin
Real Estate Investments - Business Acquisition, Pro Forma Information (Details) - Jun. 30, 2015 - USD ($) $ / shares in Units, $ in Thousands | Total | Total |
Real Estate [Abstract] | ||
Pro forma revenues | $ 6,407 | $ 12,753 |
Pro forma net loss | $ (686) | $ (1,439) |
Basic and diluted net loss per share | $ (0.10) | $ (0.31) |
Real Estate Investments - Sch34
Real Estate Investments - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Real Estate [Abstract] | |
July 1, 2015 — December 31, 2015 | $ 11,768 |
2,016 | 18,407 |
2,017 | 22,335 |
2,019 | 25,019 |
2,020 | 25,038 |
Thereafter | 118,839 |
Total | $ 221,406 |
Real Estate Investments - Sch35
Real Estate Investments - Schedule of Annualized Rental Income by Major Tenants (Details) | 6 Months Ended |
Jun. 30, 2015 | |
ING Amsterdam | |
Revenue, Major Customer [Line Items] | |
Concentration risk percentage | 34.80% |
Sagemcom | |
Revenue, Major Customer [Line Items] | |
Concentration risk percentage | 22.10% |
DB Luxembourg | |
Revenue, Major Customer [Line Items] | |
Concentration risk percentage | 20.70% |
Real Estate Investments - Sch36
Real Estate Investments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) | 6 Months Ended |
Jun. 30, 2015 | |
The Netherlands | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Entity-wide revenue, major state percentage | 34.80% |
France | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Entity-wide revenue, major state percentage | 31.20% |
Luxembourg | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Entity-wide revenue, major state percentage | 20.70% |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) £ in Millions | Jan. 28, 2015USD ($)extension_option | Jun. 30, 2015GBP (£) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||
Credit facility | $ 17,658,000 | $ 0 | ||
Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | |||
Additional borrowing capacity | $ 1,250,000,000 | |||
Number of one-year extensions | extension_option | 3 | |||
Credit facility | £ 11.2 | 17,700,000 | ||
Debt Instrument | $ 19,200,000 | |||
Weighted average interest rate (percent) | 2.00% | 2.00% | ||
Unused borrowing capacity | $ 82,300,000 | |||
Barclays Bank PLC | Swingline Loans | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 | |||
Barclays Bank PLC | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 25,000,000 | |||
Alternate Base Rate | Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Late payment penalty fee percent | 2.00% | |||
Alternate Base Rate | Minimum | Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Alternate Base Rate | Maximum | Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.10% | |||
Adjusted LIBOR | Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Adjusted LIBOR | Minimum | Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Adjusted LIBOR | Maximum | Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.10% | |||
Adjusted EURIBOR | Minimum | Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Adjusted EURIBOR | Maximum | Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.10% | |||
Federal Funds Effective Rate | Maximum | Barclays Bank PLC | Credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.50% |
Mortgage Notes Payable - Schedu
Mortgage Notes Payable - Schedule of Long-term Debt Instruments (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015USD ($)property | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 215,324 | $ 17,139 |
Carrying value of unencumbered assets | $ 25,700 | |
Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 5 | |
Mortgage notes payable | $ 215,324 | 17,139 |
Effective Interest Rate | 3.80% | |
Second Mortgage | Mortgage notes payable | 3 Month Euribor | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 7.50% | |
Pole Emploi | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Pole Emploi | Fixed | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 6,435 | 7,050 |
Effective Interest Rate | 1.70% | |
Auchan | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Auchan | Fixed | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 9,208 | 10,089 |
Effective Interest Rate | 1.70% | |
Sagemcom | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Sagemcom | Fixed | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 39,827 | 0 |
Effective Interest Rate | 1.60% | |
Sagemcom | Second Mortgage | Variable | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 22,188 | 0 |
Effective Interest Rate | 7.60% | |
DB Luxembourg | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
DB Luxembourg | Fixed | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 39,938 | 0 |
Effective Interest Rate | 1.10% | |
DB Luxembourg | Second Mortgage | Fixed | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 24,507 | 0 |
Effective Interest Rate | 9.10% | |
ING Amsterdam | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
ING Amsterdam | Fixed | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 48,814 | 0 |
Effective Interest Rate | 1.70% | |
ING Amsterdam | Second Mortgage | Fixed | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 24,407 | $ 0 |
Effective Interest Rate | 6.00% |
Mortgage Notes Payable - Sche39
Mortgage Notes Payable - Schedule of Maturities of Long-term Debt (Details) - Mortgage notes payable $ in Thousands | Jun. 30, 2015USD ($) |
Debt Instrument [Line Items] | |
July 1, 2015 — December 31, 2015 | $ 24,407 |
2,016 | 24,507 |
2,017 | 22,188 |
2,018 | 0 |
2,019 | 55,470 |
Thereafter | 88,752 |
Mortgage notes payable | $ 215,324 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments - Fair Value, Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Foreign currency swaps, net (EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 2,134 | $ 250 |
Foreign currency swaps, net (EUR) | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Foreign currency swaps, net (EUR) | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 2,134 | 250 |
Foreign currency swaps, net (EUR) | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Interest rate swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 52 | |
Derivative liabilities | (86) | |
Interest rate swaps, net (GBP & EUR) | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Derivative liabilities | 0 | |
Interest rate swaps, net (GBP & EUR) | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 52 | |
Derivative liabilities | (86) | |
Interest rate swaps, net (GBP & EUR) | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Derivative liabilities | $ 0 | |
Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 153 | |
Foreign currency forwards, net (GBP & EUR) | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Foreign currency forwards, net (GBP & EUR) | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 153 | |
Foreign currency forwards, net (GBP & EUR) | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 0 |
Fair Value of Financial Instr41
Fair Value of Financial Instruments - Fair Value, by Balance Sheet Grouping (Details) - Level 3 - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Mortgage notes payable | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | $ 215,324 | $ 17,139 |
Mortgage notes payable | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | 215,181 | 16,983 |
Credit facility | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | 17,658 | 0 |
Credit facility | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | $ 19,209 | $ 0 |
Derivatives and Hedging Activ42
Derivatives and Hedging Activities - Schedule of Derivatives (Details) $ in Thousands | Jun. 30, 2015USD ($)derivative | Dec. 31, 2014USD ($)derivative |
Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Number of Instruments | 4 | 1 |
Notional Amount | $ | $ 66,203 | $ 16,321 |
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps, net (GBP & EUR) | ||
Derivative [Line Items] | ||
Number of Instruments | 6 | 2 |
Notional Amount | $ | $ 161,880 | $ 17,139 |
Designated as Hedging Instrument | Cash Flow Hedging | Foreign currency swaps, net (EUR) | ||
Derivative [Line Items] | ||
Number of Instruments | 3 | 1 |
Notional Amount | $ | $ 56,103 | $ 16,321 |
Designated as Hedging Instrument | Cash Flow Hedging | Foreign currency forwards, net (GBP & EUR) | ||
Derivative [Line Items] | ||
Number of Instruments | 1 | 0 |
Notional Amount | $ | $ 10,100 | $ 0 |
Not Designated as Hedging Instrument | Foreign currency forwards, net (GBP & EUR) | ||
Derivative [Line Items] | ||
Number of Instruments | 11 | 0 |
Notional Amount | $ | $ 1,276 | $ 0 |
Euro Member Countries, Euro | Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps, net (GBP & EUR) | ||
Derivative [Line Items] | ||
Number of Instruments | 5 | 2 |
Notional Amount | $ | $ 144,222 | $ 17,139 |
United Kingdom, Pounds | Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps, net (GBP & EUR) | ||
Derivative [Line Items] | ||
Number of Instruments | 1 | 0 |
Notional Amount | $ | $ 17,658 | $ 0 |
Derivatives and Hedging Activ43
Derivatives and Hedging Activities - Schedule of Derivatives by Balance Sheet Classification (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset | $ 2,554 | $ 250 |
Derivative liability | (215) | (86) |
Total | 2,339 | 164 |
Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Total | 2,387 | 164 |
Designated as Hedging Instrument | Foreign currency swaps, net (EUR) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 2,134 | 250 |
Designated as Hedging Instrument | Interest rate swaps, net (GBP & EUR) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | (167) | (86) |
Designated as Hedging Instrument | Foreign currency forwards, net (GBP & EUR) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 201 | 0 |
Not Designated as Hedging Instrument | Foreign currency forwards, net (GBP & EUR) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | (48) | 0 |
Euro Member Countries, Euro | Designated as Hedging Instrument | Interest rate swaps, net (GBP & EUR) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 167 | 0 |
United Kingdom, Pounds | Designated as Hedging Instrument | Interest rate swaps, net (GBP & EUR) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | $ 52 | $ 0 |
Derivatives and Hedging Activ44
Derivatives and Hedging Activities - Derivative Instruments, Gain (Loss) (Details) - Jun. 30, 2015 - Interest rate swaps, net (GBP & EUR) - Cash Flow Hedging - USD ($) $ in Thousands | Total | Total |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain recognized in accumulated other comprehensive income from derivatives (effective portion) | $ (504) | $ 2,364 |
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | (80) | (98) |
Amount of gain (loss) recognized in income on derivative instruments (ineffective portion and amount excluded from effectiveness testing) | $ 18 | $ 18 |
Derivatives and Hedging Activ45
Derivatives and Hedging Activities - Offsetting Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 2,554 | $ 250 |
Gross Amounts of Recognized (Liabilities) | (215) | (86) |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of Assets (Liabilities) presented on the Balance Sheet | 2,339 | 164 |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | $ 2,339 | $ 164 |
Derivatives and Hedging Activ46
Derivatives and Hedging Activities - Narrative (Details) £ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015GBP (£) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Derivative [Line Items] | |||||
Gains of derivative ineffectiveness | $ 18,000 | $ 18,000 | |||
Credit facility | $ 17,658,000 | $ 0 | |||
Losses on hedging instruments deemed ineffective | (82,000) | (82,000) | |||
Fair value of derivatives including accrued interest, net of liability and excluding nonperformance risk adjustment | 200,000 | ||||
Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Marked-to-market losses | $ 100,000 | 100,000 | |||
Cash Flow Hedging | Interest rate swaps, net (GBP & EUR) | Interest Expense | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Estimated net amount to be transferred from accumulated OCI | $ 500,000 | ||||
Barclays Bank PLC | Credit facility | |||||
Derivative [Line Items] | |||||
Credit facility | £ 11.2 | $ 17,700,000 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - USD ($) | Oct. 22, 2014 | Oct. 17, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Aug. 26, 2014 | Apr. 23, 2014 |
Class of Stock [Line Items] | ||||||
Stock available for issuance IPO | $ 125,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Proceeds required to break escrow minimum | $ 2,000,000 | |||||
Common stock, outstanding | 9,152,328 | 1,297,355 | ||||
Proceeds from issuance of common stock and DRIP | $ 226,377,000 | |||||
Dividends declared per day (in dollars per share) | $ 0.0048630137 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Repurchase Price, Share Repurchase Program | $ 25 | |||||
Shares available for issuance under a distribution reinvestment plan (in shares) | 26,300,000 | |||||
Common Stock | Maximum | ||||||
Class of Stock [Line Items] | ||||||
DRIP Share Price (in dollars per share) | $ 23.75 | |||||
Common Stock | Two Years | Maximum | ||||||
Class of Stock [Line Items] | ||||||
DRIP Share Price (in dollars per share) | $ 23.75 | |||||
Repurchase price as percentage of value of capital paid | 95.00% |
Related Party Transactions & 48
Related Party Transactions & Arrangements - Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 1,250 | $ 1,250 | $ 1,268 |
Realty Capital Securities, LLC | Sales Commissions and Dealer Manager Fees | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 10,658 | 17,400 | |
Due to affiliates | $ 121 | $ 121 | $ 89 |
Related Party Transactions & 49
Related Party Transactions & Arrangements - Schedule of Offering Costs Reimbursements to Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 1,250 | $ 1,250 | $ 1,268 |
American Realty Capital Global Advisors, LLC and Realty Capital Securities, LLC | Fees and Expense Reimbursement, Stock Offering | Advisor and Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 3,344 | 5,558 | |
Due to affiliates | $ 0 | $ 0 | $ 1,268 |
Related Party Transactions & 50
Related Party Transactions & Arrangements - Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 1,250 | $ 1,250 | $ 1,268 |
Acquisition fees and related cost reimbursements | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 1,300 | 1,300 | 1,300 |
Incurred | Total related party operational fees and reimbursements | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 5,395 | 8,280 | |
Incurred | Nonrecurring Fees | Acquisition fees and related cost reimbursements | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 4,289 | 5,917 | |
Incurred | Nonrecurring Fees | Transaction fee | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Incurred | Nonrecurring Fees | Financing coordination fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 1,044 | 2,267 | |
Incurred | Nonrecurring Fees | Other expense reimbursements | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Incurred | Recurring Fees | Asset management fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Incurred | Recurring Fees | Property management and leasing fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 56 | 90 | |
Incurred | Recurring Fees | Strategic advisory fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Incurred | Recurring Fees | Distributions on Class B units | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 6 | 6 | |
Forgiven | Total related party operational fees and reimbursements | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 15 | 19 | |
Forgiven | Nonrecurring Fees | Acquisition fees and related cost reimbursements | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Forgiven | Nonrecurring Fees | Transaction fee | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Forgiven | Nonrecurring Fees | Financing coordination fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Forgiven | Nonrecurring Fees | Other expense reimbursements | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Forgiven | Recurring Fees | Asset management fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Forgiven | Recurring Fees | Property management and leasing fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 15 | 19 | |
Forgiven | Recurring Fees | Strategic advisory fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Forgiven | Recurring Fees | Distributions on Class B units | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 0 | 0 | |
Payable | Total related party operational fees and reimbursements | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 10 | 10 | 0 |
Payable | Nonrecurring Fees | Acquisition fees and related cost reimbursements | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 170 | 170 | 0 |
Payable | Nonrecurring Fees | Transaction fee | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 0 | 0 | 0 |
Payable | Nonrecurring Fees | Financing coordination fees | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 0 | 0 | 0 |
Payable | Nonrecurring Fees | Other expense reimbursements | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 0 | 0 | 0 |
Payable | Recurring Fees | Asset management fees | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 0 | 0 | 0 |
Payable | Recurring Fees | Property management and leasing fees | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 6 | 6 | 0 |
Payable | Recurring Fees | Strategic advisory fees | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 0 | 0 | 0 |
Payable | Recurring Fees | Distributions on Class B units | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 4 | $ 4 | $ 0 |
Related Party Transactions & 51
Related Party Transactions & Arrangements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Due to affiliates | $ 1,250 | $ 1,250 | $ 1,268 | |
Cumulative offering costs, gross | $ 29,900 | |||
Share price (in dollars per share) | $ 22.50 | $ 22.50 | ||
Amount of antidilutive securities excluded from computation of earnings per share | 17,336 | |||
Maximum | ||||
Related Party Transaction [Line Items] | ||||
Aggregate Offering Costs, as a Percentage of Gross Common Stock Proceeds | 15.00% | 15.00% | ||
Liability for initial public offering costs | 2.00% | 2.00% | ||
Class B units | ||||
Related Party Transaction [Line Items] | ||||
Amount of antidilutive securities excluded from computation of earnings per share | 13,247 | |||
Acquisition fees and related cost reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Due to affiliates | $ 1,300 | $ 1,300 | $ 1,300 | |
Special Limited Partner | ||||
Related Party Transaction [Line Items] | ||||
Operating partnership units held by related party (in shares) | 8,888 | 8,888 | ||
Dealer Manager | ||||
Related Party Transaction [Line Items] | ||||
Aggregate costs borne by related party | $ 5,000 | $ 5,000 | ||
Dealer Manager | Gross Proceeds, Retail Shares | Realty Capital Securities, LLC | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Sales commissions earned by related party | 7.00% | 7.00% | ||
Dealer Manager | Option One | Gross Proceeds, Retail Shares | Realty Capital Securities, LLC | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Gross proceeds from the sales of common stock | 3.00% | 3.00% | ||
Dealer Manager | Option Two | Gross Proceeds, Retail Shares | Realty Capital Securities, LLC | ||||
Related Party Transaction [Line Items] | ||||
Sales commissions earned by related party | 2.50% | 2.50% | ||
Advisor and Dealer Manager | ||||
Related Party Transaction [Line Items] | ||||
Aggregate costs borne by related party | $ 0 | $ 0 | ||
Participating Broker-Dealer | Option One | Gross Proceeds, Retail Shares | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Brokerage fees earned by related party | 7.50% | 7.50% | ||
Brokerage fees earned by related party, initial grant | 2.50% | 2.50% | ||
Brokerage fees earned by related party, periodic payment | 1.00% | 1.00% | ||
Advisor | Contract Purchase Price | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Acquisition fees earned by related party | 1.50% | 1.50% | ||
Quarterly asset management fee earned by related party | 0.1875% | 0.1875% | ||
Advisor | Contract Purchase Price | American Realty Capital Healthcare II Advisors, LLC | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Acquisition fees earned by related party | 4.50% | 4.50% | ||
Advisor | Amount Available or Outstanding Under Financing Arrangement | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Financing coordination fees earned by related party | 0.75% | 0.75% | ||
Advisor | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Property management fees earned | 2.00% | 2.00% | ||
Advisor | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | Europe | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Property management fees earned | 1.75% | 1.75% | ||
Advisor | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Property management fees earned | 4.00% | 4.00% | ||
Advisor | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | Europe | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Property management fees earned | 3.50% | 3.50% | ||
Advisor | Gross Revenue, Managed Properties | American Realty Capital Healthcare II Advisors, LLC | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Oversight fees earned by related party | 1.00% | 1.00% | ||
Advisor | Pre-tax Non-compounded Return on Capital Contribution | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Cumulative capital investment return | 6.00% | 6.00% | ||
Subordinated performance fee earned | 15.00% | 15.00% | ||
Advisor | Pre-tax Non-compounded Return on Capital Contribution | American Realty Capital Healthcare II Advisors, LLC | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Subordinated performance fee earned | 10.00% | 10.00% | ||
Advisor | Contract Sales Price | American Realty Capital Healthcare Advisors, LLC | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Real estate commission earned by related | 2.00% | 2.00% | ||
Advisor | Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Subordinated performance fee earned | 15.00% | 15.00% | ||
Advisor | Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Subordinated incentive listing distribution | 15.00% | 15.00% | ||
Distribution upon nonrenewal of advisory agreement | 15.00% | 15.00% | ||
Advisor | Greater Of | Average Invested Assets | American Realty Capital Healthcare II Advisors, LLC | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Operating expenses | 2.00% | 2.00% | ||
Advisor | Greater Of | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | American Realty Capital Healthcare II Advisors, LLC | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Operating expenses | 25.00% | 25.00% | ||
Advisor | Annual Targeted Investor Return | Pre-tax Non-compounded Return on Capital Contribution | American Realty Capital Global Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Cumulative capital investment return | 6.00% | 6.00% | ||
Advisor | Real Estate Commissions | Contract Sales Price | American Realty Capital Healthcare II Advisors, LLC | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Real estate commission earned by related | 6.00% | 6.00% | ||
Property Manager | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | Europe | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Property management fees earned | 0.25% | 0.25% | ||
Property Manager | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | Europe | American Realty Capital Healthcare II Advisors, LLC | ||||
Related Party Transaction [Line Items] | ||||
Property management fees earned | 0.50% | 0.50% | ||
Class B units | Advisor | American Realty Capital Global II Operating Partnership, L.P. | ||||
Related Party Transaction [Line Items] | ||||
Unit-based compensation (in shares) | 28,088 | 13,247 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Restricted Share Award Activity (Details) - 6 months ended Jun. 30, 2015 - Restricted Share Plan - Unvested restricted stock - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested shares, beginning balance | 2,666 |
Granted (shares) | 2,666 |
Vested (shares) | 0 |
Forfeitures (shares) | (1,333) |
Unvested shares, ending balance | 3,999 |
Weighted-Average Issue Price | |
Weighted average price, beginning balance | $ 22.50 |
Grants (in dollars) | 22.50 |
Vested (in dollars) | 22.50 |
Forfeitures (in dollars) | 22.50 |
Weighted average price, ending balance | $ 22.50 |
Share Based Compensation - Narr
Share Based Compensation - Narrative (Details) - Jun. 30, 2015 - USD ($) $ in Thousands | Total |
Director | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock issued in lieu of cash (in shares) | 412.220 |
Common stock issued in lieu of cash | $ 9 |
Restricted Share Plan | Unvested restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares granted automatically upon election to board of directors (in shares) | 1,333 |
Vesting period | 5 years |
Periodic vesting percentage | 20.00% |
Maximum authorized amount as a percentage of shares authorized | 5.00% |
Number of shares authorized (in shares) | 6,300,000 |
Share-based compensation | $ 6 |
Compensation cost not yet recognized | $ 50 |
Period for recognition of costs not yet recognized | 5 years |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (14,790) | $ (23,009) | $ (14,790) |
Basic and diluted weighted average shares outstanding | 6,773,666 | 4,614,053 | |
Basic and diluted net loss per share | $ (2.18) | $ (4.99) |
Net Loss Per Share - Schedule55
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 6 Months Ended |
Jun. 30, 2015shares | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Amount of antidilutive securities excluded from computation of earnings per share | 17,336 |
Unvested restricted stock | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Amount of antidilutive securities excluded from computation of earnings per share | 3,999 |
OP Units | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Amount of antidilutive securities excluded from computation of earnings per share | 90 |
Class B units | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Amount of antidilutive securities excluded from computation of earnings per share | 13,247 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ / shares in Units, $ in Thousands, £ in Millions | Jul. 16, 2015GBP (£)£ / $ | Jul. 16, 2015USD ($)£ / $ | Jul. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Jul. 31, 2015USD ($)$ / sharesshares | Aug. 06, 2015board_member | Dec. 31, 2014USD ($)shares |
Subsequent Event [Line Items] | ||||||||
Common Stock, Shares, Outstanding | shares | 9,152,328 | 9,152,328 | 1,297,355 | |||||
Proceeds from issuance of common stock and DRIP | $ 226,377 | |||||||
Value of common stock issued | $ 92 | $ 92 | $ 13 | |||||
Deposits for real estate property | $ 68,487 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Shares, Outstanding | shares | 10,200,000 | 10,200,000 | ||||||
Proceeds from issuance of common stock and DRIP | $ 26,182 | $ 252,559 | ||||||
Value of common stock issued | $ 255,100 | $ 255,100 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 25 | $ 25 | ||||||
Deposits for real estate property | £ 5 | $ 7,800 | ||||||
Exchange rate | £ / $ | 1.56 | 1.56 | ||||||
Consideration transferred | $ 98,300 | |||||||
DRIP Share Price (in dollars per share) | $ / shares | $ 23.75 | $ 23.75 | ||||||
Subsequent Event | Transaction Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of board members | board_member | 10 | |||||||
Subsequent Event | AR Capital, LLC | Affiliated Entity | Transaction Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
ARC ownership interest in AR Global (percent) | 40.00% | |||||||
Number of board members appointed by AMH | board_member | 6 | |||||||
Subsequent Event | AMH Holdings (Cayman), L.P. | Transaction Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
AMH interest in AR Global (percent) | 60.00% | |||||||
Number of board members appointed by ARC | board_member | 4 |
Subsequent Events - Sales of Co
Subsequent Events - Sales of Common Stock (Details) - USD ($) $ in Thousands | 1 Months Ended | 14 Months Ended | 15 Months Ended |
Jul. 31, 2015 | Jun. 30, 2015 | Jul. 31, 2015 | |
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock and DRIP | $ 226,377 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock and DRIP | $ 26,182 | $ 252,559 |
Subsequent Events - Acquisition
Subsequent Events - Acquisitions (Details) $ in Thousands | 1 Months Ended | 6 Months Ended |
Aug. 11, 2015USD ($)ft²property | Jun. 30, 2015USD ($)ft²property | |
Property Acquisition [Roll Forward] | ||
Beginning balance, Number of Properties | 9 | 2 |
Number of Properties acquired | 7 | |
Ending balance, Number of Properties | 9 | |
Area of real estate property beginning balance | ft² | 1,507,403 | |
Area of real estate property ending balance | ft² | 1,507,403 | |
Beginning Balance, Base Purchase Price | $ | $ 321,832 | $ 33,820 |
Aggregate Base Purchase Price | $ | 288,012 | |
Ending Balance, Base Purchase Price | $ | $ 321,832 | |
Subsequent Event | ||
Property Acquisition [Roll Forward] | ||
Number of Properties acquired | 1 | |
Ending balance, Number of Properties | 10 | |
Area of real estate property acquired | ft² | 111,338 | |
Area of real estate property ending balance | ft² | 1,618,741 | |
Aggregate Base Purchase Price | $ | $ 8,801 | |
Ending Balance, Base Purchase Price | $ | $ 330,633 |