x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 46-1406086 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
405 Park Avenue New York, New York | 10022 | |
(Address of Principal Executive Office) | (Zip Code) |
Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company x |
Page | |
PART I | |
PART II | |
June 30, 2013 | December 31, 2012 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Cash | $ | 204,309 | $ | 573 | |||
Loan receivable, net | 3,979,467 | — | |||||
Accrued interest receivable | 24,631 | — | |||||
Prepaid expenses and other assets | 33,153 | — | |||||
Deferred costs | — | 940,618 | |||||
Total assets | $ | 4,241,560 | $ | 941,191 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Revolving line of credit with affiliate | $ | 1,950,000 | $ | — | |||
Due to affiliate | 1,255,056 | 121,500 | |||||
Accounts payable and accrued expenses | 970,329 | 635,216 | |||||
Distributions payable | 17,755 | — | |||||
Interest payable | 7,987 | — | |||||
Total liabilities | 4,201,127 | 756,716 | |||||
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding at June 30, 2013 and December 31, 2012 | — | — | |||||
Common stock, $0.01 par value, 300,000,000 shares authorized, 110,610 and 8,888 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively | 1,106 | 89 | |||||
Additional paid-in capital | 218,792 | 199,911 | |||||
Accumulated deficit | (179,465 | ) | (15,525 | ) | |||
Total stockholders' equity | 40,433 | 184,475 | |||||
Total liabilities and stockholders' equity | $ | 4,241,560 | $ | 941,191 |
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | ||||||
Net Interest Income: | |||||||
Interest income | $ | 66,076 | $ | 66,077 | |||
Interest expense | 8,756 | 8,756 | |||||
Net interest income | 57,320 | 57,321 | |||||
Expenses: | |||||||
Board expenses | 81,429 | 81,429 | |||||
Insurance expense | 55,000 | 55,000 | |||||
Professional fees | 18,089 | 18,089 | |||||
Other expenses | 42,934 | 47,954 | |||||
Total expenses | 197,452 | 202,472 | |||||
Net Loss | $ | (140,132 | ) | $ | (145,151 | ) | |
Comprehensive loss | $ | (140,132 | ) | $ | (145,151 | ) | |
Net loss per share, basic and diluted | $ | (1.37 | ) | $ | (1.42 | ) | |
Weighted average shares outstanding, basic and diluted | 101,990 | 101,990 |
Common Stock | ||||||||||||||||||
Number of Shares | Par Value | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||
Balance, December 31, 2012 | 8,888 | $ | 89 | $ | 199,911 | $ | (15,525 | ) | $ | 184,475 | ||||||||
Issuances of common stock | 101,700 | 1,017 | 2,300,483 | — | 2,301,500 | |||||||||||||
Net loss | — | — | — | (145,151 | ) | (145,151 | ) | |||||||||||
Distributions declared | — | — | — | (18,789 | ) | (18,789 | ) | |||||||||||
Common stock issued through distribution reinvestment plan | 22 | — | 526 | — | 526 | |||||||||||||
Share-based compensation | 3,999 | — | 6,804 | — | 6,804 | |||||||||||||
Common stock offering costs, commissions and dealer manager fees | — | — | (2,288,932 | ) | — | (2,288,932 | ) | |||||||||||
Balance, June 30, 2013 (Unaudited) | 114,609 | $ | 1,106 | $ | 218,792 | $ | (179,465 | ) | $ | 40,433 |
For the Six months ended June 30, 2013 | |||
Cash flows from operating activities: | |||
Net loss | $ | (145,151 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Discount accretion | (19,733 | ) | |
Share-based compensation | 6,804 | ||
Changes in assets and liabilities: | |||
Accrued interest receivable | (24,631 | ) | |
Prepaid expenses and other assets | (33,153 | ) | |
Interest payable | 7,987 | ||
Accounts payable and accrued expenses | 129,441 | ||
Net cash used in operating activities | $ | (78,436 | ) |
Cash flows from investing activities | |||
Loan investments | $ | (3,965,914 | ) |
Principal repayments received on loan investments | 6,179 | ||
Net cash used in investing activities | $ | (3,959,735 | ) |
Cash flows from financing activities: | |||
Proceeds from issuances of common stock | $ | 2,301,500 | |
Payments of offering costs and fees related to common stock issuances | (1,142,642 | ) | |
Advances from affiliate | 1,133,556 | ||
Borrowings on revolving line of credit with affiliate | 1,950,000 | ||
Distributions Paid | (507 | ) | |
Net cash provided by financing activities | $ | 4,241,907 | |
Net change in cash | $ | 203,736 | |
Cash, beginning of period | 573 | ||
Cash, end of period | $ | 204,309 | |
Supplemental disclosure of non-cash operating and financing activities: | |||
Escrow deposits payable related to loan investments | $ | 5,500 | |
Distributions Payable | $ | 17,755 | |
Common stock issued through distribution reinvestment plan | $ | 526 | |
Reclassification of deferred offering costs to additional paid-in capital | $ | 940,618 |
• | The real estate debt business will be focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans. |
• | The real estate securities business will be focused on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities. |
June 30, 2013 | December 31, 2012 | ||||||
Mezzanine loan | $ | 3,979 | $ | — | |||
Total gross carrying value of loan | 3,979 | — | |||||
Allowance for loan losses | — | — | |||||
Total loan receivable, net | $ | 3,979 | $ | — |
Description | Date of Investment | Maturity Date | Original Face Amount | Current Face Amount | Discount* | Carrying Value | Coupon | |||||||||||||||
Hotel - Minneapolis | May 2013 | May 2023 | $ | 6,500 | $ | 6,494 | $ | 2,515 | $ | 3,979 | Fixed |
Investment Rating | Summary Description |
1 | Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time investment are favorable |
2 | Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable |
3 | Performing investments requiring closer monitoring. Trends and risk factors show some deterioration |
4 | Underperforming investment - some loss of interest or dividend expected, but still expecting a positive return on investment. Trends and risk factors are negative |
5 | Underperforming investment with expected loss of interest and some principal |
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | ||||||
Net loss | $ | (140,132 | ) | $ | (145,151 | ) | |
Basic and diluted weighted-average shares outstanding | 101,990 | 101,990 | |||||
Basic and diluted net loss per share | $ | (1.37 | ) | $ | (1.42 | ) |
Payment Date | Weighted Average Shares Outstanding (1) | Amount (2) | |||
June 3, 2013 | 99,897 | $1,034 |
(in thousands) | Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | Payable as of June 30, 2013 | |||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 20 | $ | 20 | $ | — |
(in thousands) | Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | Payable as of June 30, 2013 | |||||||||
Total compensation and reimbursement for services provided by the Advisor and affiliates | $ | 191 | $ | 635 | $ | 634 |
(in thousands) | Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | Payable as of June 30, 2013 | |||||||||
Acquisition fees and related expense reimbursements | $ | 59 | $ | 59 | $ | 59 | ||||||
Advisory fee | 28 | 28 | 28 | |||||||||
Transfer agent fees | 10 | 10 | 10 | |||||||||
Total related party fees and reimbursements | $ | 97 | $ | 97 | $ | 97 |
Source of Capital (in thousands) | Inception to June 30, 2013 | July 1 to July 31, 2013 | Total | |||||||||
Common stock | $ | 2,502 | $ | 1,975 | $ | 4,477 |
• | our use of the proceeds of the offering; |
• | our business and investment strategy; |
• | our ability to make investments in a timely manner or on acceptable terms; |
• | current credit market conditions and our ability to obtain long-term financing for our property investments in a timely manner and on terms that are consistent with what we project when we invest in the property; |
• | the effect of general market, real estate market, economic and political conditions, including the recent economic slowdown and dislocation in the global credit markets; |
• | our ability to make scheduled payments on our debt obligations; |
• | our ability to generate sufficient cash flows to make distributions to our stockholders; |
• | the degree and nature of our competition; |
• | the availability of qualified personnel; |
• | our ability to qualify and maintain our qualification as a REIT; and |
• | other factors set forth under the caption ‘‘Risk Factors’’ in our registration statement on Form S-11 (File No. 333-186111). |
(in thousands) | Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | Payable as of June 30, 2013 | |||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 20 | $ | 20 | $ | — | ||||||
Total compensation, fees or reimbursement for services provided by the Advisor and affiliates | 288 | 732 | 731 | |||||||||
Total related party fees and reimbursements | 308 | 752 | 731 |
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||
Funds From Operations: | ||||||||
Net Loss | $ | (140,132 | ) | $ | (145,151 | ) | ||
Funds from operations | $ | (140,132 | ) | $ | (145,151 | ) | ||
Modified Funds From Operations: | ||||||||
Funds from operations | $ | (140,132 | ) | $ | (145,151 | ) | ||
Amortization of premiums, discounts and fees on investments and borrowings, net | (19,433 | ) | (19,433 | ) | ||||
Acquisition fees and expenses | 58,610 | 58,610 | ||||||
Modified funds from operations | $ | (100,955 | ) | $ | (105,974 | ) | ||
(in thousands) | As of June 30, 2013 | ||
Selling commissions and dealer manager fees | $ | 20 | |
Other offering expenses | 2,269 | ||
Total offering expenses | $ | 2,289 |
Exhibit No. | Description | |
10.1* | Second Amended and Restated Subscription Escrow Agreement, dated as of July 26, 2013, among Realty Capital Securities, LLC, the Company and UMB Bank, N.A. | |
10.7* | Revolving Line of Credit, dated as of May 15, 2013, by and between AR Capital, LLC and ARC Realty Finance Trust, Inc. | |
10.8* | First Amendment to Revolving Line of Credit, dated as of July 17, 2013, by and between AR Capital, LLC and ARC Realty Finance Trust, Inc. | |
31.1* | Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 * | Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32 * | Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 * | XBRL (eXtensible Business Reporting Language). The following materials from ARC Realty Finance Trust, Inc.'s Quarterly Report on Form 10-Q for the three months ended June 30, 2013, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this information in furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 |
* | Filed herewith |
ARC REALTY FINANCE TRUST, INC. | |
By: /s/ Nicholas S. Schorsch Name: Nicholas S. Schorsch Title: Chairman and Chief Executive Officer (Principal Executive Officer) | |
Dated: August 13, 2013 | By: /s/ Nicholas Radesca Name: Nicholas Radesca Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
By: | /s/ Peter M. Budko | |
Name: Peter M. Budko | ||
Title: President and Secretary |
By: | /s/ Louisa Quarto | |
Name: Louisa Quarto | ||
Title: President |
UMB BANK, N.A., as Escrow Agent | ||
By: | /s/ Lara L. Stevens | |
Name: Lara L. Stevens | ||
Title: Vice President |
Dated: |
By: | ||
Name: Louisa Quarto | ||
Title: President |
Name/Title | Specimen Signature |
Nicholas S. Schorsch Chief Executive Officer | |
Signature | |
Peter M. Budko President and Secretary | |
Signature | |
Nicholas Radesca | |
Executive Vice President and Chief Financial Officer | Signature |
Name/Title | Specimen Signature |
Edward M. Weil, Jr. Chief Executive Officer | |
Signature | |
Louisa Quarto President | |
Signature | |
John H. Grady | |
Chief Operating Officer and Chief Compliance Officer | Signature |
By: | ||
Signature |
Date |
Signature: | |
Name: | |
(please print) | |
Date: |
Lender: | AR Capital, LLC 405 Park Avenue, 12th Floor New York, NY 10022 Attn: Brian S. Block |
Borrower: | ARC Realty Finance Trust, Inc. 405 Park Avenue, 12th Floor New York, NY 10022 Attn: Donald MacKinnon |
LENDER: | |
AR CAPITAL, LLC | |
By: /s/ Brian S. Block | |
Name: Brian S. Block Title: Member | |
BORROWER: | |
ARC REALTY FINANCE TRUST, INC. | |
By: /s/ Nicolas Radesca | |
Name: Nicholas Radesca Title: Chief Financial Officer & Treasurer |
$5,000,000.000 | New York, New York May 15, 2013 |
BORROWER: | |
ARC REALTY FINANCE TRUST, INC. | |
By: /s/ Nicolas Radesca | |
Name: Nicholas Radesca Title: Chief Financial Officer & Treasurer |
1. | Definitions. All capitalized undefined terms used in this First Amendment shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby. |
2. | Amendments to Credit Agreement. As of the Effective Date, the Credit Agreement is amended as follows: |
a. | Section 1 of the Credit Agreement is hereby amended by deleting the reference to “Five Million Dollars ($5,000,000.00)” contained therein and replacing it with “Ten Million Dollars ($10,000,000.00)”. |
3. | Conditions to Effectiveness. This First Amendment shall not be effective until the Lender has received a counterpart of this First Amendment duly executed and delivered by Borrower and Lender. |
4. | Representations and Warranties. The representations and warranties of Borrower contained in Section 5 of the Credit Agreement are true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “material adverse effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of the date hereof; provided, if any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “material adverse effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) as of such earlier date. |
5. | Limited Amendment; Ratification. Except as specifically amended hereby, the terms and conditions of the Credit Agreement shall remain in full force and effect, and are hereby ratified and affirmed in all respects. This First Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement, except as expressly set forth herein. |
6. | Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of New York. |
7. | Miscellaneous. This First Amendment may be executed in any number of counterparts, which shall together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This First Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this First Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this First Amendment. The Borrower represents and warrant that it has consulted with independent legal counsel of its selection in connection herewith and is not relying on any representations or warranties of the Lender or its counsel in entering into this First Amendment. |
LENDER: | |
AR CAPITAL, LLC | |
By: /s/ Brian S. Block | |
Name: Brian S. Block Title: Member | |
BORROWER: | |
ARC REALTY FINANCE TRUST, INC. | |
By: /s/ Nicolas Radesca | |
Name: Nicholas Radesca Title: Chief Financial Officer & Treasurer |
$10,000,000.000 | New York, New York July 17, 2013 |
BORROWER: | |
ARC REALTY FINANCE TRUST, INC. | |
By: /s/ Nicolas Radesca | |
Name: Nicholas Radesca Title: Chief Financial Officer & Treasurer | |
LENDER: | |
AR CAPITAL, LLC | |
By: /s/ Brian S. Block | |
Name: Brian S. Block Title: Member |
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 of ARC Realty Finance Trust, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942]; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 13, 2013 | /s/ Nicholas S. Schorsch | |
Nicholas S. Schorsch Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 of ARC Realty Finance Trust, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942]; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 13, 2013 | /s/ Nicholas Radesca | |
Nicholas Radesca Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
Date: | August 13, 2013 | /s/ Nicholas S. Schorsch | |
Nicholas S. Schorsch Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | |||
/s/ Nicholas Radesca | |||
Nicholas Radesca Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
Subsequent Events
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Subsequent Events [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions: Sales of Common Stock As of July 31, 2013, the Company had 203,560 shares of common stock outstanding, including unvested restricted shares, from total proceeds from the Offering of $4.5 million. As of July 31, 2013, the aggregate value of all share issuances was $5.0 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:
Dividends Paid On July 1, 2013, we paid a distribution of $16,148 to stockholders of record during the month of June 2013. Approximately $7,952 of the distribution was paid in cash, while $8,196 was used to purchase 345 shares for those stockholders that chose to reinvest dividends through our DRIP. After the July 1, 2013 dividend payment, the Company had a dividend payable of $1,607 that relates to dividends declared on the 8,888 shares issued to the Special Limited Partner. Debt Obligations On July 17, 2013, the Company entered into an amendment to its Revolver. The amendment increased the aggregate financing available under the line of credit from $5.0 million to $10.0 million. The amendment did not change any of the other terms of the Revolver. |
Consolidated Statements of Operations and Comprehensive Loss (USD $)
|
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2013
|
|
Net Interest Income: | ||
Interest income | $ 66,076 | $ 66,077 |
Interest expense | 8,756 | 8,756 |
Net interest income | 57,320 | 57,321 |
Expenses: | ||
Board expenses | 81,429 | 81,429 |
Insurance expense | 55,000 | 55,000 |
Professional fees | 18,089 | 18,089 |
Other expenses | 42,934 | 47,954 |
Total expenses | 197,452 | 202,472 |
Net Loss | (140,132) | (145,151) |
Comprehensive loss | $ (140,132) | $ (145,151) |
Net loss per share, basic and diluted (usd per share) | $ (1.37) | $ (1.42) |
Weighted average shares outstanding, basic and diluted | 101,990 | 101,990 |
Revolving Line of Credit with Affiliate
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Debt Disclosure [Abstract] | |
Revolving Line of Credit with Affiliate | Revolving Line of Credit with Affiliate On May 15, 2013, the Company entered into a credit agreement for an unsecured $5.0 million revolving line of credit with AR Capital, LLC, the parent of the Sponsor (the “Revolver”). The Revolver bears interest at a per annum fixed rate of 3.25% and provides for quarterly interest payments. The Revolver matures in one year, subject to two successive extension terms of one year each. Principal may be drawn or repaid from time-to-time, in whole or in part, without premium or penalty and there are no unused facility fees. On May 15, 2013, the Company borrowed $2.0 million under the Revolver. As of June 30, 2013, $2.0 million was outstanding under the Revolver, and $3.0 million was available to be borrowed. |
Summary of Significant Accounting Policies (Policies)
|
6 Months Ended | ||||||||
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Jun. 30, 2013
|
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Accounting Policies [Abstract] | |||||||||
Basis of Accounting | Basis of Accounting The accompanying consolidated financial statements and related footnotes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (‘‘GAAP’’) for interim financial statements. The consolidated financial statements of the Company are prepared on an accrual basis of accounting. In the opinion of management, the interim data includes all adjustments necessary for a fair statement of the results for the periods presented. Interim period results may not be indicative of full year or future results. The unaudited consolidated financial statements do not include all information and notes required in annual audited financial statements in conformity with GAAP. |
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Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. |
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding classification of investments, fair value measurements, credit losses and impairments of investments, and derivative financial instruments and hedging activities, as applicable. |
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Development Stage Company | Development Stage Company On May 14, 2013, the Company received and accepted aggregate subscriptions in excess of the minimum $2.0 million, broke escrow in connection with the Offering and issued shares of common stock to the Company's initial investors who were admitted as stockholders. The Company commenced operations on May 14, 2013 and made its first investment on May 15, 2013. Therefore, as of May 14, 2013, the Company is no longer considered to be a development stage company. |
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Real Estate Debt Investments | Real Estate Debt Investments Commercial real estate debt investments are intended to be held until maturity and, accordingly, are carried at cost, net of unamortized origination fees, acquisition fees and expenses, discounts or premiums and unfunded commitments. Real estate debt investments that are deemed to be impaired will be carried at amortized cost less a specific allowance for loan losses. Interest income is recorded on the accrual basis and related discounts, premiums, origination fees and acquisition fees and expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interest income in the Company’s consolidated statements of operations. Allowance for Loan Losses The allowance for loan losses reflects management's estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is increased through the "Provision for loan losses" on the Company's consolidated statements of operations and comprehensive loss and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash in a pre-foreclosure sale or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased. The Company uses a uniform process for determining its allowance for loan losses. The allowance for loan losses includes a general, formula-based component and an asset-specific component. The general reserve component covers performing loans. General reserves are recorded when (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the portfolio and (ii) the amount of the loss can be reasonably estimated. The formula-based general reserve is derived from estimated principal default probabilities and loss severities applied to groups of loans based upon assigned risk ratings for loans with similar risk characteristics during the Company's quarterly loan portfolio assessment. During this assessment, the Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Ratings range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss. The Company currently estimates loss rates based on historical realized losses experienced in the industry and takes into account current economic conditions affecting the commercial real estate market when establishing appropriate time frames to evaluate loss experience. The asset-specific reserve component relates to reserves for losses on individual impaired loans. The Advisor considers a loan to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. This assessment is made on a loan-by-loan basis each quarter based on such factors as payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices, or the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) is lower than the carrying value of that loan. For collateral dependent impaired loans, impairment is measured using the estimated fair value of collateral less the estimated cost to sell. The Advisor generally will use the income approach through internally developed valuation models to estimate the fair value of the collateral for such loans. In more limited cases, the Advisor will obtain external "as is" appraisals for loan collateral, generally when third party participations exist. Valuations will be performed or obtained at the time a loan is determined to be impaired and designated non-performing, and they will be updated if circumstances indicate that a significant change in value has occurred A loan is also considered impaired if its terms are modified in a troubled debt restructuring ("TDR"). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loan. Income recognition will be suspended for loans at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Advisor, a full recovery of income and principal becomes doubtful. Income recognition will be resumed when the suspended loan becomes contractually current and performance is demonstrated to be resumed. A loan will be written off when it is no longer realizable and legally discharged. |
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Real Estate Securities | Real Estate Securities On the acquisition date, all of the Company’s commercial real estate securities will be classified as available for sale, and will be carried at fair value, with any unrealized gains or losses reported as a component of accumulated other comprehensive income or loss. However, the Company may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains or losses on such securities will be recorded as unrealized gains or losses on investments in the Company’s consolidated and comprehensive loss. Premiums or discounts on commercial real estate securities will be recognized using the effective interest method and recorded as an adjustment to interest income. Impairment Analysis of Securities Commercial real estate securities for which the fair value option has not been elected will be periodically evaluated for other-than-temporary impairment. If the fair value of a security is less than its amortized cost, the security will be considered impaired. Impairment of a security will be considered to be other-than-temporary when: (i) the Advisor has the intent to sell the impaired security; (ii) it is more likely than not the Company will be required to sell the security; or (iii) the Advisor does not expect to recover the entire amortized cost of the security. If the Advisor determines that an other-than-temporary impairment exists and a sale is likely to occur, the impairment charge will be recognized as an “Impairment of assets” on the Company's consolidated statement of operations and comprehensive loss. If a sale is not expected to occur, the portion of the impairment charge related to credit factors will be recorded as an “Impairment of assets” on the Company's consolidated statement of operations and comprehensive loss with the remainder recorded as an unrealized gain or loss on investments reported as a component of accumulated other comprehensive income or loss. Commercial real estate securities for which the fair value option has been elected will not be evaluated for other-than-temporary impairment as changes in fair value are recorded in the Company’s consolidated statement of operations and comprehensive loss. Fair Value of Financial Instruments 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, accrued interest receivable, due to affiliates and accounts payable and accrued expenses approximate their carrying value on the accompanying consolidated balance sheets due to their short-term nature. As of June 30, 2013, the Company had acquired one loan. This loan was acquired in May of 2013, and therefore the carrying value approximates the fair value as of June 30, 2013. As of June 30, 2013, the Company had $2.0 million outstanding under its revolving line of credit, which bears interest at a fixed rate of 3.25%. As of June 30, 2013, the Company believes the carrying value of its revolving line of credit approximates fair value. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments 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, accrued interest receivable, due to affiliates and accounts payable and accrued expenses approximate their carrying value on the accompanying consolidated balance sheets due to their short-term nature. As of June 30, 2013, the Company had acquired one loan. This loan was acquired in May of 2013, and therefore the carrying value approximates the fair value as of June 30, 2013. As of June 30, 2013, the Company had $2.0 million outstanding under its revolving line of credit, which bears interest at a fixed rate of 3.25%. As of June 30, 2013, the Company believes the carrying value of its revolving line of credit approximates fair value. |
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Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes cash in bank accounts. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. Cash equivalents include short-term, liquid investments in a money market fund. |
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Restricted Cash | Restricted Cash Restricted cash may primarily consist of escrow deposits for future debt service payments, taxes, insurance, property maintenance or other amounts collected with mortgage loan originations. |
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Deferred Costs | Deferred Costs Deferred costs may consist primarily of deferred financing costs or deferred offering costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs will be amortized over the terms of the respective financing agreements using the straight-line method. Unamortized deferred financing costs will be expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close will be expensed in the period in which it is determined that the financing will not close. Deferred offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of shares of the Company's common stock. As of December 31, 2012, such costs totaled $0.9 million. On February 12, 2013, the day the Company commenced its Offering, deferred offering costs were reclassified to stockholders' equity. |
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Share Repurchase Program | Share Repurchase Program The Company has a Share Repurchase Program (“SRP”) that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company's capital or operations. Prior to the time that the Company’s shares are listed on a national securities exchange and until the Company begins to calculate its NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $23.13 and 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 and 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $24.38 and 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 and 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). Once the Company begins to calculate its NAV, the price per share that the Company will pay to repurchase shares of the Company’s common stock on any business day will be the Company's per share NAV for the quarter, calculated after the close of business on the first business day of each quarter, plus applicable selling commissions and dealer manager fees. Subject to limited exceptions, stockholders who redeem their shares of the Company's common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate per share NAV of the shares of common stock received. Because the Company's per share NAV will be calculated quarterly, the redemption price may fluctuate between the redemption request day and the date on which the Company pays redemption proceeds. Until the Company begins to calculate its NAV, the Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption, at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding during the prior year. After the Company begins to calculate its NAV, purchases under the SRP will be limited in any calendar year to 1.25% of Company's NAV as of the last day of the previous calendar quarter, or approximately 5% of the Company's NAV in any 12 month period. If the Company reaches the 1.25% limit on redemptions during any quarter, the Company will not accept any additional redemption requests for the remainder of such quarter. The SRP will automatically resume on the first day of the next calendar quarter, unless our board of directors determines to suspend the share repurchase plan. When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares. At June 30, 2013, no shares were eligible to be redeemed. |
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Distribution Reinvestment Plan | Distribution Reinvestment Plan Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equity in the balance sheet in the period distributions are declared. There have been 22 shares issued under the DRIP as of June 30, 2013. |
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Derivatives Instruments | Derivative Instruments The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements 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 will record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments will be recognized immediately in gains (losses) on derivative instruments in the Company's consolidated statement of operations and comprehensive loss. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. |
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Offering and Related Costs | Offering and Related Costs Offering and related costs include all expenses incurred in connection with the Company’s Offering. Offering costs (other than selling commissions and the dealer manager fee) of the Company may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. Offering costs were reclassified from deferred costs to stockholders' equity (deficit) on the day the Company commenced its operations. Offering costs include all expenses incurred by the Company in connection with its Offering as of such date. These costs include but are not limited to: (i) legal, accounting, printing, mailing and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organizational and offering costs paid by them on behalf of the Company, not withstanding that the Advisor is obligated to reimburse the Company to the extent organizational and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, the dealer manager fees and other offering costs do not exceed 12% of the gross proceeds determined at the end of offering (See Note 8 — Related Party Transactions and Arrangements). |
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Share-Based Compensation | Share-Based Compensation The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and will be recognized over the vesting period or when the requirements for exercise of the award have been met (See Note 10 — Share-Based Compensation). |
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Income Taxes | Income Taxes The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ending December 31, 2013. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax as long as it distributes at least 90% of its REIT taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. |
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Per Share Data | Per Share Data The Company will calculate basic income per share by dividing net income for the period by weighted-average shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options, unvested restricted stock and other securities which are convertible to common stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. |
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Reportable Segments | Reportable Segments The Company will conduct its business through the following segments:
Through June 30, 2013, all of the Company’s revenues and expenses have been in the real estate debt segment. As the portfolio expands to include real estate securities, the Company will report the results of both reportable segments. |
Subsequent Events (Details) (USD $)
|
6 Months Ended | 7 Months Ended | 0 Months Ended | 1 Months Ended | 7 Months Ended | 9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2013
|
May 13, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Jul. 02, 2013
Subsequent Event [Member]
|
Jul. 30, 2013
Subsequent Event [Member]
|
Jun. 30, 2013
Subsequent Event [Member]
|
Jul. 30, 2013
Subsequent Event [Member]
|
Jul. 31, 2013
Subsequent Event [Member]
|
Jun. 30, 2013
Special Limited Partner [Member]
|
Jun. 30, 2013
Special Limited Partner [Member]
Subsequent Event [Member]
|
May 15, 2013
AR Capital, LLC [Member]
Revolving Credit Facility [Member]
|
May 15, 2013
AR Capital, LLC [Member]
Revolving Credit Facility [Member]
Subsequent Event [Member]
|
Jun. 30, 2013
DRIP [Member]
|
Jul. 30, 2013
DRIP [Member]
Subsequent Event [Member]
|
|
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, shares outstanding | 110,610 | 110,610 | 114,609 | 8,888 | 203,560 | 203,560 | ||||||||||
Proceeds from issuances of common stock | $ 2,301,500 | $ 2,500,000 | $ 1,975,000 | $ 2,502,000 | $ 4,477,000 | |||||||||||
Common stock outstanding | 5,000,000 | |||||||||||||||
Common stock, price per share | $ 25.00 | $ 25.00 | $ 25.00 | $ 23.75 | $ 23.75 | |||||||||||
Payments of dividends | 16,148 | |||||||||||||||
Dividends paid in cash | 7,952 | |||||||||||||||
Common stock issued through distribution reinvestment plan | 526 | 2,765,232 | 8,196 | |||||||||||||
Shares issued under DRIP, shares | 22 | 345 | ||||||||||||||
Interest payable | 17,755 | 17,755 | 0 | 1,607 | ||||||||||||
Common stock shares issued | 8,888 | 8,888 | ||||||||||||||
Unsecured line of credit | $ 5,000,000 | $ 10,000,000 |
Loans Receivable - Loans Receivable by Class (Details) (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Receivables [Abstract] | ||
Mezzanine loan | $ 3,979,467 | $ 0 |
Total gross carrying value of loan | 3,979,467 | 0 |
Allowance for loan losses | 0 | 0 |
Total loan receivable, net | $ 3,979,467 | $ 0 |
Loans Receivable (Details) (USD $)
|
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2013
rating
|
Dec. 31, 2012
|
|
Receivables [Abstract] | |||
Loan investments | $ 3,979,467 | $ 3,979,467 | $ 0 |
Funded loans | $ 6,179 | $ 6,179 | |
Weighted average risk rating of loans | 2.0 |
Related Party Transactions and Arrangements - Dealer Manager Fees (Details) (USD $)
|
6 Months Ended | 3 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
Jun. 30, 2013
Dealer Manager [Member]
|
Jun. 30, 2013
Realty Capital Securities, LLC [Member]
Selling Commission [Member]
Dealer Manager [Member]
|
|
Related Party Transaction [Line Items] | ||||
Total commissions and fees incurred from the Dealer Manager | $ 20,000 | $ 20,000 | ||
Payable to related party | $ 1,255,056 | $ 121,500 | $ 0 |
Common Stock (Details) (USD $)
|
0 Months Ended | 6 Months Ended | 7 Months Ended | ||
---|---|---|---|---|---|
May 13, 2013
|
Jun. 30, 2013
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
|
Equity [Abstract] | |||||
Common stock, shares outstanding | 110,610 | 110,610 | 114,609 | 8,888 | |
Proceeds from issuances of common stock | $ 2,301,500 | $ 2,500,000 | |||
Minimum distribution percentage to qualify for REIT taxation status | 90.00% | ||||
Distribution percentage required to avoid paying federal income taxes | 100.00% | ||||
Common stock, dividends, per share per day, declared | $ 0.00565068493 | ||||
Common stock, price per share | $ 25.00 |
Summary of Significant Accounting Policies (Details) (USD $)
|
6 Months Ended | 6 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
May 14, 2013
|
Dec. 31, 2012
|
Jun. 30, 2013
NAV [Member]
|
Jun. 30, 2013
After One Year [Member]
|
Jun. 30, 2013
After Two Years [Member]
|
Jun. 30, 2013
After Three Years [Member]
|
Jun. 30, 2013
After Four Years [Member]
|
Jun. 30, 2013
Advisor [Member]
|
Jun. 30, 2013
Dealer Manager [Member]
Maximum [Member]
|
Jun. 30, 2013
AR Capital, LLC [Member]
Revolving Credit Facility [Member]
|
May 15, 2013
AR Capital, LLC [Member]
Revolving Credit Facility [Member]
|
|
Equity, Class of Treasury Stock [Line Items] | ||||||||||||
Sale of stock, minimum amount to release proceeds from escrow | $ 2,000,000 | |||||||||||
Period at which revenue recognition is suspended | 90 days | |||||||||||
Amount borrowed | 2,000,000 | 2,000,000 | ||||||||||
Line of credit fixed rate | 3.25% | |||||||||||
Offering costs reimbursable percentage | 2.00% | |||||||||||
Dealer fees and offering costs, percentage | 12.00% | |||||||||||
Minimum distribution percentage to qualify for REIT taxation status | 90.00% | |||||||||||
Deferred fiancing costs | $ 0 | $ 940,618 | ||||||||||
Shares repurchased, average cost per share | $ 25.00 | $ 23.13 | $ 23.75 | $ 24.38 | $ 25 | |||||||
Shares repurchased, percentage of original price per share | 92.50% | 95.00% | 97.50% | 100.00% | ||||||||
Short term trading fee percentage | 2.00% | |||||||||||
Maximum percentage of shares authorized to repurchase during year | 5.00% | |||||||||||
Limited percentage of shares authorized to repurchase during the year | 1.25% | |||||||||||
Shares issued under DRIP, shares | 22 | |||||||||||
Number of shares eligible to be repurchased | 0 |
Summary of Significant Accounting Policies
|
6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
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Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting The accompanying consolidated financial statements and related footnotes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (‘‘GAAP’’) for interim financial statements. The consolidated financial statements of the Company are prepared on an accrual basis of accounting. In the opinion of management, the interim data includes all adjustments necessary for a fair statement of the results for the periods presented. Interim period results may not be indicative of full year or future results. The unaudited consolidated financial statements do not include all information and notes required in annual audited financial statements in conformity with GAAP. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding classification of investments, fair value measurements, credit losses and impairments of investments, and derivative financial instruments and hedging activities, as applicable. Development Stage Company On May 14, 2013, the Company received and accepted aggregate subscriptions in excess of the minimum $2.0 million, broke escrow in connection with the Offering and issued shares of common stock to the Company's initial investors who were admitted as stockholders. The Company commenced operations on May 14, 2013 and made its first investment on May 15, 2013. Therefore, as of May 14, 2013, the Company is no longer considered to be a development stage company. Real Estate Debt Investments Commercial real estate debt investments are intended to be held until maturity and, accordingly, are carried at cost, net of unamortized origination fees, acquisition fees and expenses, discounts or premiums and unfunded commitments. Real estate debt investments that are deemed to be impaired will be carried at amortized cost less a specific allowance for loan losses. Interest income is recorded on the accrual basis and related discounts, premiums, origination fees and acquisition fees and expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interest income in the Company’s consolidated statements of operations. Allowance for Loan Losses The allowance for loan losses reflects management's estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is increased through the "Provision for loan losses" on the Company's consolidated statements of operations and comprehensive loss and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash in a pre-foreclosure sale or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased. The Company uses a uniform process for determining its allowance for loan losses. The allowance for loan losses includes a general, formula-based component and an asset-specific component. The general reserve component covers performing loans. General reserves are recorded when (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the portfolio and (ii) the amount of the loss can be reasonably estimated. The formula-based general reserve is derived from estimated principal default probabilities and loss severities applied to groups of loans based upon assigned risk ratings for loans with similar risk characteristics during the Company's quarterly loan portfolio assessment. During this assessment, the Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Ratings range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss. The Company currently estimates loss rates based on historical realized losses experienced in the industry and takes into account current economic conditions affecting the commercial real estate market when establishing appropriate time frames to evaluate loss experience. The asset-specific reserve component relates to reserves for losses on individual impaired loans. The Advisor considers a loan to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. This assessment is made on a loan-by-loan basis each quarter based on such factors as payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices, or the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) is lower than the carrying value of that loan. For collateral dependent impaired loans, impairment is measured using the estimated fair value of collateral less the estimated cost to sell. The Advisor generally will use the income approach through internally developed valuation models to estimate the fair value of the collateral for such loans. In more limited cases, the Advisor will obtain external "as is" appraisals for loan collateral, generally when third party participations exist. Valuations will be performed or obtained at the time a loan is determined to be impaired and designated non-performing, and they will be updated if circumstances indicate that a significant change in value has occurred A loan is also considered impaired if its terms are modified in a troubled debt restructuring ("TDR"). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loan. Income recognition will be suspended for loans at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Advisor, a full recovery of income and principal becomes doubtful. Income recognition will be resumed when the suspended loan becomes contractually current and performance is demonstrated to be resumed. A loan will be written off when it is no longer realizable and legally discharged. Real Estate Securities On the acquisition date, all of the Company’s commercial real estate securities will be classified as available for sale, and will be carried at fair value, with any unrealized gains or losses reported as a component of accumulated other comprehensive income or loss. However, the Company may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains or losses on such securities will be recorded as unrealized gains or losses on investments in the Company’s consolidated and comprehensive loss. Premiums or discounts on commercial real estate securities will be recognized using the effective interest method and recorded as an adjustment to interest income. Impairment Analysis of Securities Commercial real estate securities for which the fair value option has not been elected will be periodically evaluated for other-than-temporary impairment. If the fair value of a security is less than its amortized cost, the security will be considered impaired. Impairment of a security will be considered to be other-than-temporary when: (i) the Advisor has the intent to sell the impaired security; (ii) it is more likely than not the Company will be required to sell the security; or (iii) the Advisor does not expect to recover the entire amortized cost of the security. If the Advisor determines that an other-than-temporary impairment exists and a sale is likely to occur, the impairment charge will be recognized as an “Impairment of assets” on the Company's consolidated statement of operations and comprehensive loss. If a sale is not expected to occur, the portion of the impairment charge related to credit factors will be recorded as an “Impairment of assets” on the Company's consolidated statement of operations and comprehensive loss with the remainder recorded as an unrealized gain or loss on investments reported as a component of accumulated other comprehensive income or loss. Commercial real estate securities for which the fair value option has been elected will not be evaluated for other-than-temporary impairment as changes in fair value are recorded in the Company’s consolidated statement of operations and comprehensive loss. Fair Value of Financial Instruments 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, accrued interest receivable, due to affiliates and accounts payable and accrued expenses approximate their carrying value on the accompanying consolidated balance sheets due to their short-term nature. As of June 30, 2013, the Company had acquired one loan. This loan was acquired in May of 2013, and therefore the carrying value approximates the fair value as of June 30, 2013. As of June 30, 2013, the Company had $2.0 million outstanding under its revolving line of credit, which bears interest at a fixed rate of 3.25%. As of June 30, 2013, the Company believes the carrying value of its revolving line of credit approximates fair value. Cash and Cash Equivalents Cash includes cash in bank accounts. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. Cash equivalents include short-term, liquid investments in a money market fund. Restricted Cash Restricted cash may primarily consist of escrow deposits for future debt service payments, taxes, insurance, property maintenance or other amounts collected with mortgage loan originations. Deferred Costs Deferred costs may consist primarily of deferred financing costs or deferred offering costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs will be amortized over the terms of the respective financing agreements using the straight-line method. Unamortized deferred financing costs will be expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close will be expensed in the period in which it is determined that the financing will not close. Deferred offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of shares of the Company's common stock. As of December 31, 2012, such costs totaled $0.9 million. On February 12, 2013, the day the Company commenced its Offering, deferred offering costs were reclassified to stockholders' equity. Share Repurchase Program The Company has a Share Repurchase Program (“SRP”) that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company's capital or operations. Prior to the time that the Company’s shares are listed on a national securities exchange and until the Company begins to calculate its NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $23.13 and 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 and 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $24.38 and 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 and 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). Once the Company begins to calculate its NAV, the price per share that the Company will pay to repurchase shares of the Company’s common stock on any business day will be the Company's per share NAV for the quarter, calculated after the close of business on the first business day of each quarter, plus applicable selling commissions and dealer manager fees. Subject to limited exceptions, stockholders who redeem their shares of the Company's common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate per share NAV of the shares of common stock received. Because the Company's per share NAV will be calculated quarterly, the redemption price may fluctuate between the redemption request day and the date on which the Company pays redemption proceeds. Until the Company begins to calculate its NAV, the Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption, at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding during the prior year. After the Company begins to calculate its NAV, purchases under the SRP will be limited in any calendar year to 1.25% of Company's NAV as of the last day of the previous calendar quarter, or approximately 5% of the Company's NAV in any 12 month period. If the Company reaches the 1.25% limit on redemptions during any quarter, the Company will not accept any additional redemption requests for the remainder of such quarter. The SRP will automatically resume on the first day of the next calendar quarter, unless our board of directors determines to suspend the share repurchase plan. When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares. At June 30, 2013, no shares were eligible to be redeemed. Distribution Reinvestment Plan Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equity in the balance sheet in the period distributions are declared. There have been 22 shares issued under the DRIP as of June 30, 2013. Derivative Instruments The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements 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 will record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments will be recognized immediately in gains (losses) on derivative instruments in the Company's consolidated statement of operations and comprehensive loss. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. Offering and Related Costs Offering and related costs include all expenses incurred in connection with the Company’s Offering. Offering costs (other than selling commissions and the dealer manager fee) of the Company may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. Offering costs were reclassified from deferred costs to stockholders' equity (deficit) on the day the Company commenced its operations. Offering costs include all expenses incurred by the Company in connection with its Offering as of such date. These costs include but are not limited to: (i) legal, accounting, printing, mailing and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organizational and offering costs paid by them on behalf of the Company, not withstanding that the Advisor is obligated to reimburse the Company to the extent organizational and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, the dealer manager fees and other offering costs do not exceed 12% of the gross proceeds determined at the end of offering (See Note 8 — Related Party Transactions and Arrangements). Share-Based Compensation The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and will be recognized over the vesting period or when the requirements for exercise of the award have been met (See Note 10 — Share-Based Compensation). Income Taxes The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ending December 31, 2013. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax as long as it distributes at least 90% of its REIT taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. Per Share Data The Company will calculate basic income per share by dividing net income for the period by weighted-average shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options, unvested restricted stock and other securities which are convertible to common stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. Reportable Segments The Company will conduct its business through the following segments:
Through June 30, 2013, all of the Company’s revenues and expenses have been in the real estate debt segment. As the portfolio expands to include real estate securities, the Company will report the results of both reportable segments. |
Net Loss Per Share
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Jun. 30, 2013
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss Per Share | Net Loss Per Share The following is a summary of the basic and diluted net loss per share computation for the three and six months ended June 30, 2013:
The basic and diluted weighted-average shares outstanding assume no shares were outstanding prior to the release of equity proceeds from escrow on May 14, 2013. The Company had 4,089 common share equivalents as of June 30, 2013, which were excluded from the calculation of diluted net loss per share attributable to stockholders as the effect would have been antidilutive. The common share equivalents were comprised of 3,999 unvested restricted shares and 90 OP units as of June 30, 2013. |
Loans Receivable
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Jun. 30, 2013
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Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans Receivable | Loan Receivable The following is a summary of the Company's loans receivable by class (in thousands):
During the three months ended June 30, 2013, the Company acquired a $4.0 million loan and received scheduled principal repayments of $6,179 on the loan. The Company did not record a general or specific allowance for loan losses as of June 30, 2013 because the portfolio consisted of a single performing loan. The Company's loan receivable portfolio was comprised of the following at June 30, 2013 (in thousands):
* Amount includes $0.06 million in acquisition fees and expenses. Credit Characteristics—As part of the Company's process for monitoring the credit quality of its loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans. The loans are scored on a scale of 1 to 5 as follows:
All investments are assigned an initial risk rating of 2. As of June 30, 2013, the weighted average risk rating of loans was 2.0. As of June 30, 2013, the Company had no non-performing, non-accrual or impaired loans. |
Loans Receivable - Loan Receivable Portfolio (Details) (USD $)
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Jun. 30, 2013
loan
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Dec. 31, 2012
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Receivables [Abstract] | |||||
Original Face Amount | $ 6,500,000 | ||||
Current Face Amount | 6,494,000 | ||||
Discount | 2,515,000 | [1] | |||
Loan investments | 3,979,467 | 0 | |||
Loan acquisition fees and expenses | $ 60,000 | ||||
Number of non-performing, non-accrual or impaired loans | 0 | ||||
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Common Stock - Distributions (Details) (USD $)
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0 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||||
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Jun. 03, 2013
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Jun. 30, 2013
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Jun. 03, 2013
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Jun. 30, 2013
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Class of Stock [Line Items] | ||||||||||
Weighted average shares outstanding, basic and diluted | 101,990 | 99,897 | [1] | 101,990 | ||||||
Amount | $ 1,034 | [2] | $ 507 | |||||||
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Share-Based Compensation (Details) (USD $)
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6 Months Ended | ||||
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May 13, 2013
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Jun. 30, 2013
Restricted Share Plan [Member]
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Jun. 30, 2013
Restricted Share Plan [Member]
Restricted Common Stock [Member]
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Jun. 30, 2013
Independent Director [Member]
Restricted Share Plan [Member]
Restricted Common Stock [Member]
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Jun. 30, 2013
Board of Directors [Member]
Restricted Share Plan [Member]
Restricted Common Stock [Member]
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted under restricted share plan, maximum percentage of total shares allowed | 5.00% | ||||
Maximum shares allowed to be granted under restricted share plan | 4,000,000 | ||||
Vesting period for plan | 5 years | 5 years | |||
Stock option grants | 1,333 | 3,999 | |||
Grants in increments per annum | 20.00% | ||||
Common stock, price per share | $ 25.00 | $ 22.50 | |||
Compensation expense | $ 6,804 |