Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 7-May-14 | |
Entity Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'gahr3 | ' |
Entity Registrant Name | 'Griffin-American Healthcare REIT III, Inc. | ' |
Entity Central Index Key | '0001566912 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 22,222 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash | $202,000 | $202,000 |
Prepaid expenses | 153,000 | 0 |
Total assets | 355,000 | 202,000 |
Liabilities: | ' | ' |
Accounts payable and accrued liabilities | 10,000 | 0 |
Accounts payable due to affiliates | 174,000 | 0 |
Total liabilities | 184,000 | 0 |
Commitments and contingencies (Note 3) | ' | ' |
Redeemable noncontrolling interest (Note 4) | 1,000 | 0 |
Stockholder's equity: | ' | ' |
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 22,222 shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 215,000 | 200,000 |
Accumulated deficit | -45,000 | 0 |
Total stockholder's equity | 170,000 | 200,000 |
Noncontrolling interest (Note 5) | 0 | 2,000 |
Total equity | 170,000 | 202,000 |
Total liabilities, redeemable noncontrolling interest and equity | $355,000 | $202,000 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (usd per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (usd per share) | $0.01 | $0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued | 22,222 | 22,222 |
Common stock, shares outstanding | 22,222 | 22,222 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Expenses: | ' | ' |
General and administrative | $46,000 | $0 |
Total expenses | 46,000 | 0 |
Net loss | -46,000 | 0 |
Less: Net loss attributable to redeemable noncontrolling interest | 1,000 | 0 |
Net loss attributable to controlling interest | ($45,000) | $0 |
Net loss per common share attributable to controlling interest — basic and diluted | ($2.03) | $0 |
Weighted average number of common shares outstanding - basic and diluted | 22,222 | 22,222 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Total Stockholder's Equity [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Beginning balance at Jan. 11, 2013 | $0 | $0 | $0 | $0 | $0 | $0 |
Beginning balance, Shares at Jan. 11, 2013 | ' | ' | 0 | ' | ' | ' |
Issuance of common stock | 200,000 | 200,000 | 0 | 200,000 | ' | ' |
Issuance of common stock, number of shares | ' | ' | 22,222 | ' | ' | ' |
Issuance of limited partnership units | 2,000 | ' | ' | ' | ' | 2,000 |
Net loss | 0 | ' | ' | ' | ' | ' |
Ending balance at Mar. 31, 2013 | 202,000 | 200,000 | 0 | 200,000 | 0 | 2,000 |
Ending balance, Shares at Mar. 31, 2013 | ' | ' | 22,222 | ' | ' | ' |
Beginning balance at Dec. 31, 2013 | 202,000 | 200,000 | 0 | 200,000 | 0 | 2,000 |
Beginning balance, Shares at Dec. 31, 2013 | ' | ' | 22,222 | ' | ' | ' |
Amortization of restricted common stock compensation | 15,000 | 15,000 | ' | 15,000 | ' | ' |
Reclassification of noncontrolling interest | -2,000 | ' | ' | ' | ' | -2,000 |
Net loss | -45,000 | -45,000 | ' | ' | -45,000 | ' |
Ending balance at Mar. 31, 2014 | $170,000 | $170,000 | $0 | $215,000 | ($45,000) | $0 |
Ending balance, Shares at Mar. 31, 2014 | ' | ' | 22,222 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($46,000) | $0 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Amortization of restricted common stock compensation | 15,000 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses | -153,000 | 0 |
Accounts payable and accrued liabilities | 10,000 | 0 |
Accounts payable due to affiliates | 174,000 | 0 |
Net cash provided by operating activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from issuance of common stock | 0 | 200,000 |
Contribution from noncontrolling interest to our operating partnership | 0 | 2,000 |
Net cash provided by financing activities | 0 | 202,000 |
NET CHANGE IN CASH | 0 | 202,000 |
CASH — Beginning of period | 202,000 | ' |
CASH — End of period | 202,000 | 202,000 |
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: | ' | ' |
Reclassification of noncontrolling interest | $2,000 | $0 |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Description of Business | ' |
Organization and Description of Business | |
Griffin-American Healthcare REIT III, Inc., a Maryland corporation, was incorporated on January 11, 2013 and therefore we consider that our date of inception. We were initially capitalized on January 15, 2013. We intend to invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. We may also originate and acquire secured loans and real estate-related investments on an infrequent and opportunistic basis. We generally seek investments that produce current income. We intend to elect to be treated as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes beginning with our taxable year ending December 31, 2014, or the first year in which we commence material operations. | |
We are conducting a best efforts initial public offering, or our offering, in which we are offering to the public a minimum of $2,000,000 in shares of our common stock, or the minimum offering, and a maximum of $1,750,000,000 in shares of our common stock for $10.00 per share in our primary offering and up to $150,000,000 in shares of our common stock pursuant to our distribution reinvestment plan, or the DRIP, for $9.50 per share, aggregating up to $1,900,000,000, or the maximum offering. Shares purchased by our executive officers and directors, by Griffin Capital Securities, Inc., or Griffin Securities, or our dealer manager, by Griffin-American Healthcare REIT III Advisor, LLC, or Griffin-American Advisor, or our advisor, or by its affiliates are not counted towards the minimum offering. | |
We will conduct substantially all of our operations through Griffin-American Healthcare REIT III Holdings, LP, or our operating partnership. We are externally advised by our advisor pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor that has a one-year term that expires on February 26, 2015 and is subject to successive one-year renewals upon the mutual consent of the parties. Our advisor uses its best efforts, subject to the oversight, review and approval of our board of directors, to, among other things, research, identify, review and make investments in and dispositions of properties and securities on our behalf consistent with our investment policies and objectives. Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary. Our advisor is jointly owned and managed by American Healthcare Investors LLC, or American Healthcare Investors, and Griffin Capital Corporation, or Griffin Capital, or collectively our co-sponsors. We are not affiliated with Griffin Capital or Griffin Securities; however, we are affiliated with Griffin-American Advisor and American Healthcare Investors. | |
As of March 31, 2014, we have neither purchased nor contracted to purchase any investments, and our advisor has not identified any real estate or real estate-related investments in which it is probable that we will invest. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying condensed consolidated financial statements. | |
Basis of Presentation | |
We intend to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the properties acquired on our behalf. We are the sole general partner of our operating partnership, and as of March 31, 2014 and December 31, 2013, we owned a 99.0% general partnership interest therein. Our advisor is a limited partner, and as of March 31, 2014 and December 31, 2013, our advisor owned a 1.0% noncontrolling limited partnership interest in our operating partnership. | |
Our operating partnership currently has no operations and no assets other than the partners’ initial capital contributions. Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our condensed consolidated financial statements. All significant intercompany accounts and transactions are eliminated in consolidation. | |
Interim Unaudited Financial Data | |
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the United States Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. | |
In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our prospectus contained within our Registration Statement on Form S-11 (File No. 333-186073, effective February 26, 2014), as filed with the SEC. | |
Use of Estimates | |
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. | |
Prepaid Expenses | |
As of March 31, 2014, prepaid expenses consists of prepayments of annual directors’ and officers’ liability insurance premiums. Prepaid expenses are amortized over the related contract periods. | |
Restricted Cash Held in Escrow | |
Restricted funds held in escrow of $770,000 as of March 31, 2014, including $750,000 received from shares sold to our executive officers and directors, our dealer manager, and our advisor and its affiliates, are not included in our assets in our accompanying condensed consolidated balance sheets and consist of funds received in connection with subscription agreements to purchase shares of our common stock in connection with our offering. We are required to raise the minimum offering on or before February 26, 2015 (one year following the commencement of our offering), or the funds raised, including interest, will be returned to the subscribers. As of March 31, 2014, we had not raised the minimum offering. Therefore, as of March 31, 2014, the funds were held in an escrow account and will not be released to or available to us until the minimum offering is raised. | |
Stock Compensation | |
We follow Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation – Stock Compensation, or ASC Topic 718, to account for our stock compensation pursuant to the 2013 Incentive Plan, or our incentive plan. See Note 5, Equity — 2013 Incentive Plan, for a further discussion of grants under our incentive plan. | |
Income Taxes | |
We intend to make an election to be taxed as a REIT, under Sections 856 through 860 of the Code, and we intend to be taxed as such beginning with our taxable year ending December 31, 2014, or the first year in which we commence material operations. We have not yet qualified as a REIT. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90.0% of our future annual ordinary taxable income, excluding net capital gains, to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. | |
If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse affect on our net income and net cash available for distribution to stockholders. | |
Because of our intention to elect REIT status for our taxable year ending December 31, 2014, we will not benefit from the loss incurred for the three months ended March 31, 2014. | |
We follow ASC Topic 740, Income Taxes, to recognize, measure, present and disclose in our accompanying condensed consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return. As of March 31, 2014, we did not have any liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements. | |
Segment Disclosure | |
ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. As of March 31, 2014, we have neither purchased nor contracted to purchase any investments. As such, we evaluate current operations as one segment and do not report segment information. | |
Recently Issued Accounting Pronouncement | |
In April 2014, the FASB issued Accounting Standards Update, or ASU, 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08, which amends the definition of a discontinued operation to raise the threshold for disposals to qualify as discontinued operations and requires additional disclosures about disposal transactions. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components either (i) has been disposed of or (ii) is classified as held for sale. In addition, ASU 2014-08 requires additional disclosures about both (i) a disposal transaction that meets the definition of a discontinued operation and (ii) an individually significant component of an entity that is disposed of or held for sale that does not qualify for discontinued operations presentation in the financial statements. We anticipate that the majority of our property dispositions will not be classified as discontinued operations. ASU 2014-08 is effective prospectively for interim and annual reporting periods beginning after December 15, 2014 with early adoption permitted. We early adopted ASU 2014-08 on January 1, 2014, which did not have an impact on our condensed consolidated financial statements. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Litigation | |
We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. | |
Other Organizational and Offering Expenses | |
Our other organizational and offering expenses in connection with our offering (other than selling commissions and the dealer manager fee which generally represent 7.0% and 3.0%, respectively, of our gross offering proceeds) are being paid by our advisor or its affiliates on our behalf. These other organizational and offering expenses included all expenses to be paid by us in connection with our offering. As of March 31, 2014 and December 31, 2013, our advisor and its affiliates have incurred expenses of $1,414,000 and $1,077,000, respectively, on our behalf. These expenses are not recorded in our condensed consolidated balance sheets because such costs will not become our liability until we reach the minimum offering, and then only to the extent that other organizational and offering expenses do not exceed 2.0% of the gross offering proceeds from our offering. When recorded by us, other organizational expenses will be expensed as incurred, as applicable, and offering expenses will be charged to stockholder's equity as such amounts will be reimbursed to our advisor or its affiliates from the gross proceeds of our offering. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interest | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Redeemable Noncontrolling Interest [Line Items] | ' | ||||
Redeemable Noncontrolling Interest | ' | ||||
4. Redeemable Noncontrolling Interest | |||||
A noncontrolling interest that has redemption features outside of our control is accounted for as redeemable noncontrolling interest and is presented in the mezzanine section of our accompanying condensed consolidated balance sheets. See Note 6, Related Party Transactions — Liquidity Stage — Subordinated Distribution Upon Listing and Note 6, Related Party Transactions — Subordinated Distribution Upon Termination, for a further discussion of the redemption features of the limited partnership units. | |||||
We record the carrying amount of the redeemable noncontrolling interest at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of net income or loss and distributions or (ii) the redemption value. | |||||
As of March 31, 2014, we owned a 99.0% general partnership interest in our operating partnership and our advisor owned a 1.0% limited partnership interest in our operating partnership. See Note 5, Equity — Noncontrolling Interest of Limited Partner in Operating Partnership, for a further discussion. | |||||
The changes in the carrying amount of redeemable noncontrolling interest consisted of the following for the three months ended March 31, 2014: | |||||
Amount | |||||
Balance — December 31, 2013 | $ | — | |||
Reclassification from equity | 2,000 | ||||
Net loss attributable to redeemable noncontrolling interest | (1,000 | ) | |||
Balance — March 31, 2014 | $ | 1,000 | |||
Equity
Equity | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Equity | ' |
Equity | |
Preferred Stock | |
Our charter authorizes us to issue 200,000,000 shares of our preferred stock, par value $0.01 per share. As of March 31, 2014 and December 31, 2013, no shares of preferred stock were issued and outstanding. | |
Common Stock | |
Our charter authorizes us to issue 1,000,000,000 shares of our common stock. We are offering to the public up to$1,900,000,000 of shares of our common stock, consisting of up to $1,750,000,000 of shares of our common stock for $10.00 per share in our primary offering and up to $150,000,000 of shares of our common stock for $9.50 per share pursuant to the DRIP. | |
On January 15, 2013, our advisor acquired 22,222 shares of our common stock for total cash consideration of $200,000 and was admitted as our initial stockholder. We used the proceeds from the sale of shares of our common stock to our advisor to make an initial capital contribution to our operating partnership. | |
Offering Costs | |
Selling Commissions | |
Our dealer manager will receive selling commissions of up to 7.0% of the gross offering proceeds from the sale of shares of our common stock in our offering other than shares of our common stock sold pursuant to the DRIP. Our dealer manager may re-allow all or a portion of these fees to participating broker-dealers. Our dealer manager did not receive selling commissions for the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013. Selling commissions are not recorded in our accompanying condensed consolidated financial statements because such commissions will not become our liability until we have raised the minimum offering. When recorded by us, selling commissions will be charged to stockholder's equity as such amounts will be reimbursed to our dealer manager from the gross proceeds of our offering. | |
Dealer Manager Fee | |
Our dealer manager will receive a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of shares of our common stock in our offering other than shares of our common stock sold pursuant to the DRIP. Our dealer manager did not receive dealer manager fees for the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013. Dealer manager fees are not recorded in our accompanying condensed consolidated financial statements because such dealer manager fees will not become our liability until we have raised the minimum offering. When recorded by us, dealer manager fees will be charged to stockholder's equity as such amounts will be reimbursed to our dealer manager or its affiliates from the gross proceeds of our offering. | |
Common Stock Held in Escrow | |
As of March 31, 2014, in connection with our offering, we had received subscriptions for $770,000, including $750,000 invested by our executive officers that are not counted towards the minimum offering. | |
Noncontrolling Interest of Limited Partner in Operating Partnership | |
On January 15, 2013, our advisor made an initial capital contribution of $2,000 to our operating partnership in exchange for 222 partnership units. Upon the effectiveness of the Advisory Agreement on February 26, 2014, Griffin American Advisor became our advisor. As our advisor, Griffin American Advisor is entitled to special redemption rights of its limited partnership units. Therefore, on February 26, 2014, such limited partnership units no longer meet the criteria for classification within the equity section of our accompanying condensed consolidated balance sheets and as such were reclassified to the mezzanine section of our accompanying condensed consolidated balance sheets. See Note 4, Redeemable Noncontrolling Interest, for a further discussion. | |
Distribution Reinvestment Plan | |
We adopted the DRIP that allows stockholders to purchase additional shares of our common stock through the reinvestment of distributions at an offering price equal to 95.0% of the primary offering price of our offering, subject to certain conditions. We have registered and reserved $150,000,000 in shares of our common stock for sale pursuant to the DRIP in our offering at an offering price of $9.50 per share. No reinvestment of distributions were made for the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013. | |
Share Repurchase Plan | |
Our board of directors has approved a share repurchase plan. Our share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases will be made at the sole discretion of our board of directors. Subject to the availability of the funds for share repurchases, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0% of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided, however, that shares subject to a repurchase requested upon the death of a stockholder will not be subject to this cap. Funds for the repurchase of shares of our common stock will come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to the DRIP. | |
All repurchases will be subject to a one-year holding period, except for repurchases made in connection with a stockholder’s death or “qualifying disability,” as defined in our share repurchase plan. Further, all share repurchases will be repurchased following a one year holding period at 92.5% to 100% of each stockholder's repurchase amount depending on the period of time their shares have been held. At any time we are engaged in an offering of shares of our common stock, the repurchase amount for shares repurchased under our share repurchase plan will always be equal to or lower than the applicable per share offering price. However, if shares of our common stock are repurchased in connection with a stockholder's death or qualifying disability, the repurchase price will be no less than 100% of the price paid to acquire the shares of our common stock from us. Furthermore, our share repurchase plan provides that if there is insufficient funds to honor all repurchase requests, pending requests will be honored among all requests for repurchase in any given repurchase period, as followed: first, pro rata as to repurchases sought upon a stockholder's death; next, pro rata as to repurchases sought by stockholders with a qualifying disability; and, finally, pro rata as to other repurchase requests. No share repurchases were made for the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013. | |
2013 Incentive Plan | |
Under the terms of our incentive plan, the aggregate number of shares of our common stock subject to options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards, will be no more than 2,000,000 shares. As of March 31, 2014, we have not granted any awards under our incentive plan. However, upon the election of our two independent directors to our board of directors on February 25, 2014, or the service inception date, the independent directors each became entitled to 5,000 shares of our restricted common stock, as defined in our incentive plan, upon the initial release from escrow of the minimum offering, or the grant date. On the grant date, 20.0% of such restricted common stock will immediately vest and 20.0% will vest on each of the first four anniversaries of the grant date. Shares of our restricted common stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. Such restrictions expire upon vesting. Shares of our restricted common stock will have full voting rights and rights to distributions. | |
From the service inception date to the grant date, we recognize compensation expense related to the shares of our restricted common stock based on the reporting date fair value, which was estimated at $10.00 per share, the price paid to acquire a share of common stock in our offering. After the grant date, compensation cost related to the shares of our restricted common stock is measured based on the grant date fair value. Stock compensation expense is recognized from the service inception date to the vesting date for each vesting tranche (i.e., on a tranche by tranche basis) using the accelerated attribution method. ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the three months ended March 31, 2014, we did not anticipate or assume any forfeitures. For the three months ended March 31, 2014, we recognized compensation expense of $15,000, which is included in general and administrative in our accompanying condensed consolidated statements of operations. | |
As of March 31, 2014, there was $85,000 of total unrecognized compensation expense, net of estimated forfeitures, related to shares of our restricted common stock. This expense is expected to be recognized over a remaining weighted average period of 2.07 years. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
Fees and Expenses Paid to Affiliates | |
All of our executive officers and our non-independent directors are also executive officers and employees and/or holders of a direct or indirect interest in our advisor, one of our co-sponsors or other affiliated entities. We are affiliated with our advisor and American Healthcare Investors; however, we are not affiliated with Griffin Capital or Griffin Securities. We entered into the Advisory Agreement, which entitles our advisor and its affiliates to specified compensation for certain services, as well as reimbursement of certain expenses, related to our offering. For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, our advisor or its affiliates incurred operating expenses on our behalf of $174,000 and $0, respectively. | |
Offering Stage | |
Other Organizational and Offering Expenses | |
Our other organizational and offering expenses are paid by our advisor or its affiliates on our behalf. Our advisor or its affiliates are reimbursed for actual expenses incurred up to 2.0% of the gross offering proceeds from the sale of shares of our common stock in our offering other than shares of our common stock sold pursuant to the DRIP. We did not incur any other organizational and offering expenses for the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013. Other organizational and offering expenses are not recorded in our accompanying condensed consolidated financial statements because such expenses will not become our liability until we have raised the minimum offering, and then only to the extent that other organizational and offering expenses do not exceed 2.0% of the gross offering proceeds from the sale of shares of our common stock in our offering. When recorded by us, such expenses will be charged to stockholder's equity as such amounts will be reimbursed to our advisor or its affiliates from the gross proceeds of our offering. | |
Acquisition and Development Stage | |
Acquisition Fee | |
Our advisor or its affiliates will receive an acquisition fee of up to 2.25% of the contract purchase price, including any contingent or earn-out payments that may be paid, for each property we acquire or 2.0% of the origination or acquisition price, including any contingent or earn-out payments that may be paid, for any real estate-related investment we originate or acquire. The acquisition fee for property acquisitions will be paid as follows: (i) in shares of common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the price paid to acquire a share of common stock in our offering, net of selling commissions and dealer manager fees, and (ii) the remainder in cash equal to 2.00% of the contract purchase price. Notwithstanding the foregoing, if we are no longer in our offering stage, the 2.25% acquisition fee for property acquisitions shall be paid in cash. Our advisor or its affiliates will be entitled to receive these acquisition fees for properties and real estate-related investments we acquire with funds raised in our offering including acquisitions completed after the termination of the Advisory Agreement, or funded with net proceeds from the sale of a property or real estate-related investment, subject to certain conditions. | |
Acquisition fees in connection with the acquisition of properties will be expensed as incurred in accordance with ASC Topic 805, Business Combinations, or ASC Topic 805, and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. Acquisition fees in connection with the acquisition of real estate-related investments will be capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. | |
For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any acquisition fees to our advisor or its affiliates. | |
Development Fee | |
Our advisor or its affiliates will receive, in the event our advisor or its affiliates provide development-related services, a development fee in an amount that is usual and customary for comparable services rendered for similar projects in the geographic market where the services are provided; however, we will not pay a development fee to our advisor or its affiliates if our advisor or its affiliates elect to receive an acquisition fee based on the cost of such development. | |
For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any development fees to our advisor or its affiliates. | |
Reimbursement of Acquisition Expenses | |
Our advisor or its affiliates will be reimbursed for acquisition expenses related to selecting, evaluating and acquiring assets, which will be reimbursed regardless of whether an asset is acquired. The reimbursement of acquisition expenses, acquisition fees and real estate commissions paid to unaffiliated parties will not exceed, in the aggregate, 6.0% of the purchase price or total development costs, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction. | |
Reimbursements of acquisition expenses will be expensed as incurred in accordance with ASC Topic 805 and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. Reimbursements of acquisition expenses in connection with the acquisition of real estate-related investments will be capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. | |
For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any acquisition expenses to our advisor or its affiliates. | |
Operational Stage | |
Asset Management Fee | |
Our advisor or its affiliates will be paid a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.75% of average invested assets, subject to our stockholders receiving distributions in an amount equal to 5.0% per annum, cumulative, non-compounded, of invested capital. For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate properties and real estate-related investments, before deducting depreciation, amortization, bad debt and other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation; and average invested capital means, for a specified period, the aggregate issue price of shares of our common stock purchased by our stockholders, reduced by distributions of net sales proceeds by us to our stockholders and by any amounts paid by us to repurchase shares of our common stock pursuant to our share repurchase plan. | |
For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any asset management fees to our advisor or its affiliates. When incurred by us, asset management fees will be included in general and administrative in our accompanying condensed consolidated statements of operations. | |
Property Management Fee | |
Our advisor or its affiliates may directly serve as property manager of our properties or may sub-contract its property management duties to any third-party and provide oversight of such third party property manager. Our advisor or its affiliates will be paid a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows: (i) a 1.0% property management oversight fee for any stand-alone, single-tenant net leased property, (ii) a 1.5% property management oversight fee for any property that is not stand-alone, single-tenant net leased and for which our advisor or its affiliates will provide oversight of a third party that performs the duties of a property manager with respect to such property, or (iii) a fair and reasonable property management fee that is approved by a majority of our directors, including a majority of our independent directors, that is not less favorable to us than terms available from unaffiliated third parties for any property that is not a stand-alone, single tenant net leased property and for which our advisor or its affiliates will directly serve as the property manager without sub-contracting such duties to a third party. | |
For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any property management fees to our advisor or its affiliates. When incurred by us, property management fees will be included in rental expenses in our accompanying condensed consolidated statements of operations. | |
Lease Fees | |
We may pay our advisor or its affiliates a separate fee for any leasing activities in an amount not to exceed the fee customarily charged in arm's-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Such fee is generally expected to range from 3.0% to 6.0% of the gross revenues generated during the initial term of the lease. For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any lease fees to our advisor or its affiliates. | |
When incurred by us, lease fees will be capitalized as lease commissions and included in other assets, net in our accompanying condensed consolidated balance sheets. | |
Construction Management Fee | |
In the event that our advisor or its affiliates assist with planning and coordinating the construction of any capital or tenant improvements, our advisor or its affiliates will be paid a construction management fee of up to 5.0% of the cost of such improvements. For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any construction management fees to our advisor or its affiliates. | |
When incurred by us, construction management fees will be capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets or will be expensed and included in our accompanying condensed consolidated statements of operations, as applicable. | |
Operating Expenses | |
We will reimburse our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations. However, we cannot reimburse our advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of: (i) 2.0% of our average invested assets, as defined in the Advisory Agreement, or (ii) 25.0% of our net income, as defined in the Advisory Agreement, beginning with the four consecutive fiscal quarters ending June 30, 2014, unless our independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient. | |
For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, our advisor or its affiliates incurred operating expenses on our behalf of $174,000. Operating expenses are generally included in general and administrative in our accompanying condensed consolidated statements of operations. | |
Compensation for Additional Services | |
Our advisor and its affiliates will be paid for services performed for us other than those required to be rendered by our advisor or its affiliates under the Advisory Agreement. The rate of compensation for these services has to be approved by a majority of our board of directors, including a majority of our independent directors, and cannot exceed an amount that would be paid to unaffiliated parties for similar services. For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, our advisor and its affiliates were not compensated for any additional services. | |
Liquidity Stage | |
Disposition Fees | |
For services relating to the sale of one or more properties, our advisor or its affiliates will be paid a disposition fee up to the lesser of 2.0% of the contract sales price or 50.0% of a customary competitive real estate commission given the circumstances surrounding the sale, in each case as determined by our board of directors, including a majority of our independent directors, upon the provision of a substantial amount of the services in the sales effort. The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated parties, will not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any disposition fees to our advisor or its affiliates. | |
Subordinated Participation Interest | |
Subordinated Distribution of Net Sales Proceeds | |
In the event of liquidation, our advisor will be paid a subordinated distribution of net sales proceeds. The distribution will be equal to 15.0% of the remaining net proceeds from the sales of properties, after distributions to our stockholders, in the aggregate, of (i) a full return of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) plus (ii) an annual 7.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock, as adjusted for distributions of net sales proceeds. Actual amounts to be received depend on the sale prices of properties upon liquidation. For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any such distributions to our advisor. | |
Subordinated Distribution Upon Listing | |
Upon the listing of shares of our common stock on a national securities exchange, in redemption of our advisor's limited partnership units, our advisor will be paid a distribution equal to 15.0% of the amount by which (i) the market value of our outstanding common stock at listing plus distributions paid prior to listing exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the amount of cash that, if distributed to stockholders as of the date of listing, would have provided them an annual 7.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the date of listing. Actual amounts to be received depend upon the market value of our outstanding stock at the time of listing, among other factors. For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not incur any such distributions to our advisor. | |
Subordinated Distribution Upon Termination | |
Pursuant to our Agreement of Limited Partnership, as amended by the Amendment to Agreement of Limited Partnership dated April 9, 2013, the Second Amendment to Agreement of Limited Partnership dated June 6, 2013 and the Third Amendment to Agreement of Limited Partnership dated November 8, 2013, upon termination or non-renewal of the advisory agreement, our advisor will also be entitled to a subordinated distribution in redemption of its limited partnership units from our operating partnership equal to 15.0% of the amount, if any, by which (i) the appraised value of our assets on the termination date, less any indebtedness secured by such assets, plus total distributions paid through the termination date, exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the total amount of cash equal to an annual 7.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the termination date. In addition, our advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing or other liquidity event, including a liquidation, sale of substantially all of our assets or merger in which our stockholders receive in exchange for their shares of our common stock shares of a company that are traded on a national securities exchange. | |
As of March 31, 2014, we had not recorded any charges to earnings related to the subordinated distribution upon termination. | |
Stock Purchase Plans | |
On March 5, 2014, our Chairman of the Board of Directors and Chief Executive Officer, Jeffrey T. Hanson, our President and Chief Operating Officer, Danny Prosky, and our Executive Vice President, General Counsel, Mathieu B. Streiff, each executed stock purchase plans, or the Stock Purchase Plans, whereby they each irrevocably agreed to invest 100% of their net after-tax base salary and cash bonus compensation earned as employees of American Healthcare Investors directly into our company by purchasing shares of our common stock. In addition, on March 5, 2014, our Chief Financial Officer, Shannon K S Johnson, our Senior Vice President of Acquisitions, Stefan K.L. Oh, our Secretary, Cora Lo, and our Vice President of Asset Management, Chris Rooney, each executed similar Stock Purchase Plans whereby they each irrevocably agreed to invest 15.0%, 15.0%, 10.0%, and 15.0%, respectively, of their net after-tax base salary earned as employees of American Healthcare Investors directly into our company by purchasing shares of our common stock. | |
Purchases of shares of our common stock pursuant to the Stock Purchase Plans shall commence after the initial release from escrow of the minimum offering amount. Further, the Stock Purchase Plans each will terminate on December 31, 2014 or earlier upon the occurrence of certain events, including an early termination of our offering. The shares of common stock will be purchased at a price of $9.00 per share, reflecting the purchase price of the shares in our offering, exclusive of selling commissions and the dealer manager fee. | |
Accounts Payable Due to Affiliates | |
As of March 31, 2014, we had $174,000 of general and administrative expenses due to our advisor or its affiliates. We did not incur any accounts payable due to affiliates as of December 31, 2013. |
Per_Share_Data
Per Share Data | 3 Months Ended |
Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ' |
Per Share Data | ' |
Per Share Data | |
We report earnings (loss) per share pursuant to ASC Topic 260, Earnings per Share. Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) allocated to controlling interest by the weighted average number of shares of our common stock outstanding during the period. Net income (loss) allocated to controlling interest is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities. For the three months ended March 31, 2014 and for the period from January 11, 2013 (Date of Inception) through March 31, 2013, we did not allocate any distributions to participating securities. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. Redeemable limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock. As of March 31, 2014 and 2013, there were 222 units of redeemable limited partnership units of our operating partnership outstanding, but such units were excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Declaration of Distributions | |
On April 10, 2014, our board of directors authorized a daily distribution to be paid to our stockholders of record as of the close of business on each day of the period from the date we receive and accept subscriptions aggregating at least the minimum offering, or the Commencement Date, through June 30, 2014, as a result of our advisor advising us that it intends to waive a combination of certain acquisition fees and/or asset management fees, or collectively, the Advisory Fees, that may otherwise be due to our advisor pursuant to the Advisory Agreement, in order to provide us with additional funds to pay distributions to our stockholders. Our advisor has agreed to waive the Advisory Fees only until such time as the amount of such waived Advisory Fees is equal to the amount of distributions payable to our stockholders for the period commencing on the Commencement Date and ending on the date we acquire our first property or real estate-related investment. Our advisor will not receive any additional securities, shares of our stock, or any other form of consideration or any repayment as a result of the waiver of such Advisory Fees. | |
The distributions will be calculated based on 365 days in the calendar year and will be equal to $0.00164384 per share of our common stock. These distributions will be aggregated and paid in cash or shares of our common stock pursuant to the DRIP monthly in arrears. The distributions, if any, declared for each record date in the May 2014 and June 2014 periods will be paid in June 2014 and July 2014, respectively. | |
Related Party Transaction | |
On April 10, 2014, American Healthcare Investors, acting as managing member of our advisor and Griffin-American Healthcare REIT Sub-Advisor, LLC, or GA Healthcare REIT II Sub-Advisor, which has been delegated the advisory duties for Griffin-American Healthcare REIT II, Inc., or GA Healthcare REIT II, another publicly registered non-traded healthcare REIT co-sponsored by American Healthcare Investors, adopted an asset allocation policy that would apply until June 30, 2014, to allocate property acquisitions among us and GA Healthcare REIT II. Pursuant to the asset allocation policy, American Healthcare Investors will allocate potential investment opportunities to us and GA Healthcare REIT II based on the consideration of certain factors for each company such as investment objectives; the availability of cash and/or financing to acquire the investment; financial impact; strategic advantages; concentration and/or diversification; and income tax effects. | |
After consideration and analysis of such factors, if American Healthcare Investors determines that the investment opportunity is suitable for both companies, then: (i) we will have priority for investment opportunities of $20,000,000 or less, until such time as we reach $500,000,000 in aggregate assets (based on contract purchase price); and (ii) GA Healthcare REIT II will have priority for (a) investment opportunities of $100,000,000 or greater and (b) international investments, until such time as GA Healthcare REIT II reaches 30% portfolio leverage (calculated by dividing debt by contract purchase price and based on equity existing as of January 1, 2014). In the event all acquisition allocation factors have been exhausted and an investment opportunity remains equally suitable for us and GA Healthcare REIT II, the investment opportunity will be offered to the company that has had the longest period of time elapse since it was offered an investment opportunity. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
We intend to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the properties acquired on our behalf. We are the sole general partner of our operating partnership, and as of March 31, 2014 and December 31, 2013, we owned a 99.0% general partnership interest therein. Our advisor is a limited partner, and as of March 31, 2014 and December 31, 2013, our advisor owned a 1.0% noncontrolling limited partnership interest in our operating partnership. | |
Our operating partnership currently has no operations and no assets other than the partners’ initial capital contributions. Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our condensed consolidated financial statements. All significant intercompany accounts and transactions are eliminated in consolidation. | |
Interim Unaudited Financial Data | ' |
Interim Unaudited Financial Data | |
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the United States Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. | |
In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our prospectus contained within our Registration Statement on Form S-11 (File No. 333-186073, effective February 26, 2014), as filed with the SEC. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. | |
Prepaid Expenses | ' |
Prepaid Expenses | |
As of March 31, 2014, prepaid expenses consists of prepayments of annual directors’ and officers’ liability insurance premiums. Prepaid expenses are amortized over the related contract periods. | |
Restricted cash held in escrow | ' |
Restricted Cash Held in Escrow | |
Restricted funds held in escrow of $770,000 as of March 31, 2014, including $750,000 received from shares sold to our executive officers and directors, our dealer manager, and our advisor and its affiliates, are not included in our assets in our accompanying condensed consolidated balance sheets and consist of funds received in connection with subscription agreements to purchase shares of our common stock in connection with our offering. We are required to raise the minimum offering on or before February 26, 2015 (one year following the commencement of our offering), or the funds raised, including interest, will be returned to the subscribers. As of March 31, 2014, we had not raised the minimum offering. Therefore, as of March 31, 2014, the funds were held in an escrow account and will not be released to or available to us until the minimum offering is raised. | |
Stock Compensation | ' |
Stock Compensation | |
We follow Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation – Stock Compensation, or ASC Topic 718, to account for our stock compensation pursuant to the 2013 Incentive Plan, or our incentive plan. See Note 5, Equity — 2013 Incentive Plan, for a further discussion of grants under our incentive plan. | |
Income Taxes | ' |
Income Taxes | |
We intend to make an election to be taxed as a REIT, under Sections 856 through 860 of the Code, and we intend to be taxed as such beginning with our taxable year ending December 31, 2014, or the first year in which we commence material operations. We have not yet qualified as a REIT. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90.0% of our future annual ordinary taxable income, excluding net capital gains, to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. | |
If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse affect on our net income and net cash available for distribution to stockholders. | |
Because of our intention to elect REIT status for our taxable year ending December 31, 2014, we will not benefit from the loss incurred for the three months ended March 31, 2014. | |
We follow ASC Topic 740, Income Taxes, to recognize, measure, present and disclose in our accompanying condensed consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return. As of March 31, 2014, we did not have any liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements. | |
Segment Disclosure | ' |
Segment Disclosure | |
ASC Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about a public entity's reportable segments. As of March 31, 2014, we have neither purchased nor contracted to purchase any investments. As such, we evaluate current operations as one segment and do not report segment information. | |
Recently Issued Accounting Pronouncement | ' |
Recently Issued Accounting Pronouncement | |
In April 2014, the FASB issued Accounting Standards Update, or ASU, 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08, which amends the definition of a discontinued operation to raise the threshold for disposals to qualify as discontinued operations and requires additional disclosures about disposal transactions. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components either (i) has been disposed of or (ii) is classified as held for sale. In addition, ASU 2014-08 requires additional disclosures about both (i) a disposal transaction that meets the definition of a discontinued operation and (ii) an individually significant component of an entity that is disposed of or held for sale that does not qualify for discontinued operations presentation in the financial statements. We anticipate that the majority of our property dispositions will not be classified as discontinued operations. ASU 2014-08 is effective prospectively for interim and annual reporting periods beginning after December 15, 2014 with early adoption permitted. We early adopted ASU 2014-08 on January 1, 2014, which did not have an impact on our condensed consolidated financial statements. |
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Temporary Equity [Abstract] | ' | ||||
Redeemable Noncontrolling Interest | ' | ||||
The changes in the carrying amount of redeemable noncontrolling interest consisted of the following for the three months ended March 31, 2014: | |||||
Amount | |||||
Balance — December 31, 2013 | $ | — | |||
Reclassification from equity | 2,000 | ||||
Net loss attributable to redeemable noncontrolling interest | (1,000 | ) | |||
Balance — March 31, 2014 | $ | 1,000 | |||
Organization_and_Description_o1
Organization and Description of Business - Additional Information (Detail) (USD $) | 15 Months Ended | |||
Mar. 31, 2014 | Feb. 26, 2014 | Feb. 26, 2014 | Feb. 26, 2014 | |
Initial Public Offering [Member] | Initial Public Offering [Member] | Initial Public Offering [Member] | ||
DRIP [Member] | Common Stock [Member] | |||
Date of inception | 11-Jan-13 | ' | ' | ' |
Date of capitalization | 15-Jan-13 | ' | ' | ' |
Maximum dollar amount of common stock issuable under public offering | ' | $1,900,000,000 | $150,000,000 | $1,750,000,000 |
Share price | ' | $10 | $9.50 | $10 |
Minimum amount of common stock issuable under public offering | ' | ' | ' | $2,000,000 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 15, 2013 |
Common stock, value, subscriptions before minimum offering raised | $770,000 | ' | ' |
General partnership interest | 99.00% | 99.00% | ' |
Limited partnership units issued | ' | ' | 222 |
Noncontrolling limited partnership interest in operating partnership | 1.00% | 1.00% | ' |
Percentage of income required to be distributed as dividends | 90.00% | ' | ' |
Officer [Member] | ' | ' | ' |
Common stock, value, subscriptions before minimum offering raised | $750,000 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies [Line Items] | ' | ' |
Selling commissions percentage | 7.00% | ' |
Dealer manager fee percentage | 3.00% | ' |
Other organizational and offering expenses incurred in excess of the maximum offering, value | $1,414,000 | $1,077,000 |
Other organizational and offering expense percentage | 2.00% | ' |
Redeemable_Noncontrolling_Inte2
Redeemable Noncontrolling Interest (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Redeemable Noncontrolling Interest [Line Items] | ' | ' | ' |
General partnership interest | 99.00% | ' | 99.00% |
Redeemable noncontrolling interest | $1,000 | ' | $0 |
Reclassification from equity | 2,000 | ' | ' |
Net income (loss) attributable to noncontrolling interest | ($1,000) | $0 | ' |
Noncontrolling limited partnership interest in operating partnership | 1.00% | ' | 1.00% |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||
Jan. 15, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Feb. 25, 2014 | Dec. 31, 2013 | Feb. 26, 2014 | Jan. 15, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 25, 2014 | Mar. 31, 2014 | Feb. 26, 2014 | Feb. 26, 2014 | Mar. 31, 2014 | |
Initial Public Offering [Member] | Griffin American Advisor [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | DRIP [Member] | Common Stock [Member] | Officer [Member] | ||||||
Common Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Initial Public Offering [Member] | Initial Public Offering [Member] | |||||||||
Independent Directors [Member] | Independent Directors [Member] | |||||||||||||
Number of shares of preferred stock, authorized to be issued | ' | 200,000,000 | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value of preferred stock, authorized to be issued | ' | $0.01 | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum dollar amount of common stock issuable under public offering | ' | ' | ' | ' | ' | $1,900,000,000 | ' | ' | ' | ' | ' | $150,000,000 | $1,750,000,000 | ' |
Par value of common stock to be offered and sold to the public | ' | $0.01 | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | $9.50 | $10 | ' |
Percentage of offering price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' |
Number of shares of common stock, authorized to be issued | ' | 1,000,000,000 | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock purchased | ' | ' | ' | ' | ' | ' | 22,222 | ' | ' | ' | ' | ' | ' | ' |
Value of stock purchased | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' |
Shares entitled in period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' |
Common stock, shares, outstanding | ' | 22,222 | ' | ' | 22,222 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares, issued | ' | 22,222 | ' | ' | 22,222 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dealer manager fee percentage | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, value, subscriptions before minimum offering raised | ' | 770,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 |
Contribution from advisor to acquire limited partnership units | 2,000 | 0 | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limited partnership units issued | 222 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in operating partnership by parent | ' | 99.00% | ' | ' | 99.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling ownership interest in operating partnership | ' | 1.00% | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of common stock repurchased during the period | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase plan holding period | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase plan percentage of price per share condition one | ' | 92.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase plan percentage of price per share condition two | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, number of shares authorized | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' |
Number of independent directors | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award equity instruments other than options vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award equity instruments other than options vesting percentage on anniversary of grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' |
Fair value of stocks at grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | ' | ' | ' |
Share based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' |
Total unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | 85,000 | ' | ' | ' | ' | ' |
Allocated share based unrecognized compensation expense net of estimated forfeitures weighted average remaining period | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 0 months 25 days | ' | ' | ' | ' | ' |
Selling commissions percentage | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum amount of common stock issuable under public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Related Party Transaction [Line Items] | ' | ' |
Other organizational and offering expense percentage | 2.00% | ' |
Dealer manager fee as percentage of gross offering proceeds | 3.00% | ' |
Maximum percentage of fees and expenses associated with the acquisition | 6.00% | ' |
Investment rate by officer | 100.00% | ' |
Officer purchase share price | $9 | ' |
Advisor [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Fees and expenses paid to affiliates | $174,000 | $0 |
Acquisition fee of contract purchase price | 2.25% | ' |
Acquisition price for any real estate-related investment we originate or acquire | 2.00% | ' |
Percentage of acquisition fee of contract purchase price for properties acquired paid in shares | 0.25% | ' |
Per share amount of shares of common stock in which payment was made | $9 | ' |
Percentage of contract purchase price paid acquisition fee, in cash | 2.00% | ' |
Monthly fee for asset management for existing assets | 0.75% | ' |
Subordinated asset management fee subject to stockholders receiving distributions, percentage | 5.00% | ' |
Percentage of monthly oversight fee | 1.00% | ' |
Maximum percentage of property oversight fees - multiple tenants | 1.50% | ' |
Minimum percentage of lease fee | 3.00% | ' |
Maximum percentage of lease fee | 6.00% | ' |
Maximum percentage of construction management fee | 5.00% | ' |
Percentage of operating expenses of average invested assets | 2.00% | ' |
Percentage of operating expenses of net income | 25.00% | ' |
Operating expenses | 174,000 | ' |
Disposition fees as percentage of contract sales price | 2.00% | ' |
Disposition fees as percentage of customary competitive real estate commission | 50.00% | ' |
Maximum percentage of disposition fee | 6.00% | ' |
Subordinated distribution of net sales proceeds [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Percentage of distribution of net proceeds from sales of properties | 15.00% | ' |
Annual cumulative non compounded return on gross proceeds from sale of shares | 7.00% | ' |
Subordinated Distribution Upon Listing [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Percentage of distribution of net proceeds from sales of properties | 15.00% | ' |
Annual cumulative non compounded return upon listing of shares | 7.00% | ' |
Subordinated Distribution Upon Termination [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Annual cumulative non compounded return on gross proceeds from sale of shares | 7.00% | ' |
Distribution rate of partnership amount to sub advisor | 15.00% | ' |
Chief Financial Officer [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Investment rate by officer | 15.00% | ' |
Senior Vice President [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Investment rate by officer | 15.00% | ' |
Secretary [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Investment rate by officer | 10.00% | ' |
Vice President [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Investment rate by officer | 15.00% | ' |
Operating Exenses [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to affiliate | $174,000 | ' |
Per_Share_Data_Additional_Info
Per Share Data - Additional Information (Detail) (Exchangeable Limited Partnership Units [Member]) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Exchangeable Limited Partnership Units [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 222 | 222 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], USD $) | Apr. 10, 2014 |
In Thousands, except Per Share data, unless otherwise specified | |
Subsequent Event [Line Items] | ' |
Distribution rate per share | $0.00 |
Advisor [Member] | ' |
Subsequent Event [Line Items] | ' |
Investment criteria - purchase price option one | $20,000 |
Investment criteria - purchase price option two | 100,000 |
Investment criteria - aggregate assets | $500,000 |
Investment criteria - leverage ratio | 30.00% |