UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 333-169821

American Realty Capital Daily Net Asset Value Trust, Inc.

(Exact name of registrant as specified in its charter)



Maryland		27-3441614
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
405 Park Ave., 14^th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)
(212) 415-6500
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer o		Accelerated filer o
Non-accelerated filer o	(Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

On ~~April~~July 3031, 2015, the registrant had 1,~~185~~180,~~064~~331 shares of retail common stock and 1,~~358~~354,~~721~~072 shares of institutional common stock outstanding.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014	2
Consolidated Balance Sheets as of June 30, 2015 (Unaudited) and December 31, 2014	2
Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	3
Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2015 and 2014 (Unaudited)	3
Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2015 (Unaudited)	4
Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2015 (Unaudited)	4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014 (Unaudited)	5
Notes to Consolidated Financial Statements (Unaudited)	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3233
Item 4. Controls and Procedures	3233
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	3334
Item 1A. Risk Factors	3334
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3334
Item 3. Defaults Upon Senior Securities	3435
Item 4. Mine Safety Disclosures	3435
Item 5. Other Information	3435
Item 6. Exhibits	35
Signatures	36

Part I — Financial Information

Item 1. Financial Statements

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)

	March 31, 2015			December 31, 2014
	June 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
Real estate investments, at cost:
Land	$	3,072		$	3,072
Buildings, fixtures and improvements	27,959			27,959
Acquired intangible lease assets	4,133			4,133
Total real estate investments, at cost	35,164			35,164
Less accumulated depreciation and amortization	(5,~~169~~653		)	(4,685		)
Total real estate investments, net	29,~~995~~511			30,479
Cash	13,~~174~~379			825
Restricted cash	151			151
Receivable from affiliate	~~4,963~~955			4,439
Prepaid expenses and other assets	~~371~~308			367
Deferred financing costs, net	~~122~~106			137
Total assets	$	3634,~~776~~410		$	36,398
LIABILITIES AND EQUITY
Mortgage notes payable	$	11,246		$	11,246
Note payable	5,000			5,000
Below-market lease liability	~~364~~354			374
Derivatives, at fair value	~~158~~138			140
Accounts payable and accrued expenses	~~1,766~~601			1,486
Deferred rent and other liabilities	~~142~~136			137
Distributions payable	~~136~~131			133
Total liabilities	1817,~~812~~606			18,516
Temporary equity:
Redeemable common stock	1,~~276~~263			1,246
Permanent equity:
Stockholders' equity:
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding at March 31, 2015 and December 31, 2014	—			—
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding at June 30, 2015 and December 31, 2014	—			—
Common stock, $0.01 par value, 300,000,000 shares authorized, 2,550,587 and 2,493,286 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively	26			25
Common stock, $0.01 par value, 300,000,000 shares authorized, 2,522,028 and 2,493,286 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively	26			25
Additional paid-in capital	22,~~760~~492			22,229
Accumulated other comprehensive loss	(~~158~~138		)	(140		)
Accumulated deficit	(56,~~940~~839		)	(5,478		)
Total stockholders' equity	1615,~~688~~541			16,636
Total liabilities and equity	$	3634,~~776~~410		$	36,398

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except for share and per share data)

(Unaudited)

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenues:
Rental income	$	689		$	~~643~~644		$	1,378		$	1,287
Operating expense reimbursements	4450			2226			94			48
Total revenues	~~733~~739			~~665~~670			1,472			1,335
Operating expenses:
Property operating	4862			2533			110			58
General and administrative	39			69
Acquisition and transaction related	—			50			—			50
Depreciation and amortization	484			464
General and administrative	460			30			499			99
Total operating expenses	571			558
Depreciation and amortization	484			464			968			928
Operating income	162			107
Total operating expenses	1,006			577			1,577			1,135
Other income (expense):
Operating income	(267		)	93			(105		)	200
Interest expense	(230		)	(229		)
Other income (expense):
Net loss	(68		)	(122		)
Interest expense	(233		)	(234		)	(463		)	(463		)
Other comprehensive income (loss):
Other income	1			1			1			1
Changes in unrealized gain (loss) on derivative	(18		)	10
Total other expense	(232		)	(233		)	(462		)	(462		)
Comprehensive loss	$	(86	)	$	(112	)
Net loss	(499		)	(140		)	(567		)	(262		)
Basic and diluted weighted average shares outstanding	2,519,827			2,121,490
Other comprehensive income (loss):
Basic and diluted net loss per share	$	(0.03	)	$	(0.06	)
Changes in unrealized gain (loss) on derivative	20			(14		)	2			(4		)
Comprehensive loss	$	(479	)	$	(154	)	$	(565	)	$	(266	)
Basic and diluted weighted average shares outstanding	2,528,822			2,313,668			2,524,350			2,218,110
Basic and diluted net loss per share	$	(0.20	)	$	(0.06	)	$	(0.22	)	$	(0.12	)
Distributions per share	$	0.157		$	0.157		$	0.312		$	0.312

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2015

(In thousands, except for share data)

(Unaudited)

	Permanent Equity																Temporary Equity
	Common Stock
	Number ofShares		Par Value		Additional Paid-inCapital			Accumulated Other Comprehensive Loss			AccumulatedDeficit			Total Stockholders' Equity			Redeemable Common Stock
Balance, December 31, 2014	2,493,286		$	25	$	22,229		$	(140	)	$	(5,478	)	$	16,636		$	1,246
Issuance of common stock	67,830		1		690			—			—			691			—
Redeemable common stock	—		—		(3017		)	—			—			(3017		)	3017
Common stock offering costs, commissions and dealer manager fees	—		—		(~~153~~146		)	—			—			(~~153~~146		)	—
Reimbursement of common stock offering costs from Advisor	—		—		~~120~~113			—			—			~~120~~113			—
Common stock issued through dividend reinvestment plan	1940,~~774~~608		—		~~199~~407			—			—			~~199~~407			—
Common stock repurchases	(3079,~~303~~696	)	—		(~~305~~805		)	—			—			(~~305~~805		)	—
Share-based compensation	—		—		1021			—			—			1021			—
Distributions declared	—		—		—			—			(~~394~~794		)	(~~394~~794		)	—
Net loss	—		—		—			—			(68567		)	(68567		)	—
Other comprehensive loss	—		—		—			~~(18~~2		)	—			~~(18~~2		)	—
Balance, March 31, 2015	2,550,587		$	26	$	22,760		$	(158	)	$	(5,940	)	$	16,688		$	1,276
Balance, June 30, 2015	2,522,028		$	26	$	22,492		$	(138	)	$	(6,839	)	$	15,541		$	1,263

The accompanying notes are an integral part of this statement.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(68567	)	$	(~~122~~262	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Depreciation	~~404~~809			~~391~~783
Amortization of intangibles	80159			73145
Amortization of deferred financing costs	1531			1631
Accretion of below-market lease liability	(1020		)	—
Share-based compensation	1021			918
Changes in assets and liabilities:
Prepaid expenses and other assets	(459		)	3241
Accounts payable and accrued expenses	~~280~~(1,040		)	81273
Deferred rent and other liabilities	5(1		)	(1214		)
Net cash provided by operating activities	712			468
Net cash (used in) provided by operating activities	(549		)	1,015
Cash flows from investing activities:
Investment in real estate and other assets	—			(1,872		)
Net cash used in investing activities	—			(1,872		)
Cash flows from financing activities:
Proceeds from issuance of common stock	691			13,~~098~~163
Common stock repurchases	(~~305~~650		)	(~~163~~370		)
Payments of offering costs and fees related to stock issuance	(~~153~~146		)	(~~259~~622		)
Distributions paid	(~~192~~389		)	(~~172~~359		)
Increase in receivable from affiliate	(404		)	(166		)
Decrease (increase) in receivable from affiliate	3,597			(325		)
Net cash (used in) provided by financing activities	(363		)	338
Net cash provided by financing activities	3,103			1,487
Net change in cash	~~349~~2,554			~~806~~630
Cash, beginning of period	825			178
Cash, end of period	$	13,~~174~~379		$	~~984~~808
Supplemental Disclosures
Cash paid for interest	$	~~214~~434		$	~~214~~434
Cash paid for income taxes	$	2224		$	4
Non-cash Investing and Financing Activities:
Accrued offering costs	$	—		$	12,~~941~~099
Receivable from affiliate for offering costs	$	~~120~~113		$	—
Common stock issued through distribution reinvestment plan	$	~~199~~407		$	~~155~~326

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

Note 1 — Organization

American Realty Capital Daily Net Asset Value Trust, Inc. (the “Company”), incorporated on September 10, 2010, is a Maryland corporation that has elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes for the taxable year ended December 31, 2013. On August 15, 2011, the Company commenced its initial public offering (“IPO”) on a “reasonable best efforts” basis of up to a maximum of approximately 156.6 million shares of common stock, consisting of up to 101.0 million retail shares to be sold to the public through broker dealers and up to 55.6 million institutional shares to be sold through registered investment advisors and broker dealers that are managing wrap or fees-based accounts, pursuant to a registration statement on Form S-11 (File No. 333-169821) (as amended, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement also covered up to 25.0 million shares of common stock pursuant to a distribution reinvestment plan (the “DRIP”) under which common stockholders may ~~elect~~have elected to have their distributions reinvested in additional shares of common stock. The per share purchase price for the Company’s common stock varies daily and is based on the Company’s net asset value (“NAV”) per share. On August 11, 2014, the board of directors approved, and on August 14, 2014, the Company filed, a follow-on registration statement for the offering of the Company’s common stock, which, as permitted by Rule 415 of the Securities Act, provided for an automatic extension of the IPO until the earlier of February 11, 2015 or the date that the SEC declared the follow-on offering effective. On January 29, 2015, the board of directors made the determination to allow the IPO to terminate in accordance with its terms. Accordingly, the IPO terminated on February 11, 2015 and the Company will not seek to raise any additional capital through a follow-on offering. On April 29, 2015, the Company filed a registration statement on Form S-3D (File No. 333-203731) with the SEC under the Securities Act that covers up to 84,000 shares of common stock pursuant to an amended and restated distribution reinvestment plan (the “A&R DRIP”). On May 6, 2015, the Company filed a post-effective amendment to the Registration Statement to deregister the unsold shares registered under the Registration Statement.

AsOn ofJuly ~~March 31~~30, 2015, the ~~Company~~board ~~had~~of ~~2.6~~directors ~~million~~of ~~shares~~the Company approved a Plan of ~~common~~Liquidation ~~stock~~(the ~~outstanding,~~“Plan”) ~~including~~to ~~unvested~~sell ~~restricted~~all ~~shares~~or ~~and~~substantially ~~shares~~all ~~issued~~of ~~under~~the assets of the ~~DRIP~~Company and ~~had~~its ~~received~~operating ~~total~~partnership, ~~gross~~American ~~proceeds,~~Realty ~~net~~Capital ofOperating ~~repurchases~~Partnership II, ~~from~~L.P, a Delaware partnership (the ~~IPO~~“OP”) ofand ~~$25.3~~to ~~million,~~liquidate ~~including~~and ~~shares~~dissolve ~~issued~~the ~~under~~Company and the ~~DRIP~~OP. Implementation of the Plan is contingent upon stockholder approval.

~~The~~On ~~Company~~July ~~was~~30, ~~formed~~2015, ~~primarily~~in toanticipation ~~acquire~~of ~~freestanding,~~the ~~single-tenant~~implementation ~~bank~~of ~~branches,~~the ~~convenience stores~~Plan, ~~and~~the ~~office,~~board ~~industrial~~of ~~and~~directors ~~retail~~of ~~properties~~the ~~net~~Company ~~leased~~suspended the tomonthly ~~investment~~distributions ~~grade~~ and ~~other~~the ~~creditworthy~~DRIP ~~tenants.~~(subject ~~The~~to ~~Company~~any ~~may~~notice ~~also~~requirements ~~originate~~contained ortherein), ~~acquire~~effective ~~first~~July ~~mortgage~~31, ~~loans~~2015. ~~secured~~The byfinal ~~real~~payment ~~estate.~~of ~~The~~distributions ~~Company~~occurred ~~purchased~~on ~~its~~August ~~first~~3, ~~properties~~2015 ~~and~~with ~~commenced~~respect ~~active~~to ~~operations~~distributions inpayable ~~January~~for ~~2012~~July. AsOn ofthe ~~March 31,~~same ~~2015~~day, the ~~Company~~board ~~owned~~of 14directors ~~properties~~also ~~with~~terminated anthe ~~aggregate~~Company’s ~~purchase~~Share ~~price~~Repurchase ofProgram ~~$34.8 million~~(“SRP”), ~~comprising~~Employee ~~0.2~~and ~~million~~Director ~~rentable~~Incentive ~~square~~Restricted ~~feet~~Share Plan (the “RSP”), ~~which~~and ~~were~~the ~~100%~~2011 ~~leased~~Stock Option Plan.

~~Substantially~~On ~~all~~August of5, ~~the Company’s business is conducted through American Realty Capital Operating Partnership II~~2015, ~~L.P. (~~the ~~“OP”), a Delaware limited partnership. The~~ Company isfiled ~~the~~a ~~sole~~proxy ~~general~~statement ~~partner~~with ~~and holds substantially all of~~ the ~~units~~SEC ~~of limited partner interests~~ in ~~the~~connection OPwith ~~(“OP units”). American Realty Capital Trust II Special Limited Partner, LLC (~~the “Special ~~Limited~~Meeting ~~Partner”) is a limited partner and holds 222 units~~ of ~~limited~~Stockholders ~~partner~~scheduled ~~interest in the OP, which represents a nominal percentage of the aggregate OP ownership. A holder of OP units has the right to convert OP units~~ for ~~the~~September ~~cash value of a corresponding number of shares of common stock or~~1, at2015 the option of the OP, a corresponding number of the Company’s common stock, in accordance with the limited partnership agreement of the OP. The remaining rights of the holders of OP units are limited, however, and do not include the ability to ~~replace~~seek ~~the~~stockholder ~~general~~approval ~~partner or to approve the sale, purchase or refinancing~~ of the ~~OP’s assets~~Plan.

~~The~~As ~~Company~~of ~~has no direct employees. The Company has retained American Realty Capital Advisors II~~June 30, ~~LLC (the “Advisor”) to manage its affairs on a day-to-day basis. American Realty Capital Properties II~~2015, ~~LLC (~~the ~~“Property Manager”) serves as the~~ Company’s ~~property~~had ~~manager~~2.5 ~~Realty~~million ~~Capital~~shares ~~Securities,~~of ~~LLC~~common ~~(the~~stock ~~“Dealer~~outstanding, ~~Manager”)~~including ~~served~~unvested asrestricted ~~the~~shares ~~dealer manager of the IPO. The Advisor~~ and ~~Property~~shares ~~Manager~~issued ~~are~~under ~~indirect~~the ~~wholly~~DRIP ~~owned entities of,~~ and ~~the~~had ~~Dealer~~received ~~Manager~~total isgross ~~under common control with~~proceeds, ~~the~~net ~~Company’s~~of ~~sponsor~~repurchases, ARfrom ~~Capital, LLC (~~the ~~“Sponsor”). These related parties receive compensation and fees for services related to the~~ IPO ~~and the investment and management~~ of ~~the Company’s assets~~$25.1 ~~These~~million, ~~entities~~including ~~have~~shares ~~received~~issued ~~and~~under ~~will receive fees during~~ the ~~offering, acquisition, operational and liquidation stages~~DRIP.

The Company was formed primarily to acquire freestanding, single-tenant bank branches, convenience stores, and office, industrial and retail properties net leased to investment grade and other creditworthy tenants. The Company may also originate or acquire first mortgage loans secured by real estate. The Company purchased its first properties and commenced active operations in January 2012. As of June 30, 2015, the Company owned 14 properties with an aggregate purchase price of $34.8 million, comprising 0.2 million rentable square feet, which were 100% leased.

Substantially all of the Company’s business is conducted through the OP. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP (“OP units”). American Realty Capital Trust II Special Limited Partner, LLC (the “Special Limited Partner”) is a limited partner and holds 222 units of limited partner interest in the OP, which represents a nominal percentage of the aggregate OP ownership. A holder of OP units has the right to convert OP units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of the Company’s common stock, in accordance with the limited partnership agreement of the OP. The remaining rights of the holders of OP units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

The Company has no direct employees. The Company has retained American Realty Capital Advisors II, LLC (the “Advisor”) to manage its affairs on a day-to-day basis. American Realty Capital Properties II, LLC (the “Property Manager”) serves as the Company’s property manager. Realty Capital Securities, LLC (the “Dealer Manager”) served as the dealer manager of the IPO. The Advisor and Property Manager are indirect wholly owned entities of, and the Dealer Manager is under common control with, the Company’s sponsor, AR Capital, LLC (the “Sponsor”). These related parties receive compensation and fees for services related to the IPO and the investment and management of the Company’s assets. These entities have received and will receive fees during the offering, acquisition, operational and liquidation stages.

Note 2 — Summary of Significant Accounting Policies

The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six months ended ~~March~~June 3130, 2015 are not necessarily indicative of the results for the entire year or any subsequent interim period.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2014, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2015. There have been no significant changes to the Company's significant accounting policies during the ~~three~~six months ended ~~March~~June 3130, 2015 other than the updates described below.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance ~~is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is not permitted under GAAP. The revised guidance~~ allows entities to apply ~~the~~either a full retrospective or modified retrospective transition method upon adoption. In ~~April~~July 2015, the FASB ~~proposed~~deferred athe ~~one-year~~effective ~~delay~~date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date of December 15, 2016. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance.

In August 2014, the FASB issued guidance relating to disclosure of uncertainties about an entity's ability to continue as a going concern. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity's ability to continue as a going concern, the guidance requires management to disclose information that enables users of the financial statements to understand the conditions or events that raised the substantial doubt, management's evaluation of the significance of the conditions or events that led to the doubt, the entity’s ability to continue as a going concern and management's plans that are intended to mitigate or that have mitigated the conditions or events that raised substantial doubt about the entity's ability to continue as a going concern. There is no disclosure required unless there are conditions or events that have raised substantial doubt about the entity’s ability to continue as a going concern. The guidance is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. The Company has elected to adopt the provisions of this guidance effective December 31, 2014, as early application is permitted. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In ~~February~~January 2015, the FASB ~~amended~~issued ~~the~~updated ~~accounting~~guidance ~~for~~that ~~consolidation~~eliminates offrom ~~certain~~GAAP ~~legal entities. The amendments modify~~ the ~~evaluation~~concept of ~~whether~~an ~~certain~~event ~~legal entities are variable interest entities (“VIEs”)~~ or ~~voting~~transaction ~~interest entities, eliminate the presumption~~ that ais ~~general~~unusual ~~partner~~in ~~should~~nature ~~consolidate a limited partnership~~ and ~~affect~~occurs ~~the~~infrequently ~~consolidation~~being ~~analysis~~treated ofas ~~reporting~~an ~~entities~~extraordinary ~~that are involved with VIEs (particularly those that have fee arrangements and related party relationships)~~item. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. ~~Early~~Any ~~adoption~~amendments ismay ~~permitted,~~be ~~including~~applied ~~adoption~~either inprospectively anor ~~interim~~retrospectively ~~period.~~to Ifall ~~the~~prior ~~Company~~periods ~~decides~~presented toin ~~early adopt~~ the ~~revised~~financial ~~guidance~~statements. inEarly anadoption ~~interim~~is ~~period,~~permitted ~~any~~provided ~~adjustments~~that ~~will~~the beguidance ~~reflected~~is asapplied offrom the beginning of the fiscal year ~~that~~of ~~includes~~adoption. The Company has elected to adopt the ~~interim~~provisions ~~period~~of this revised guidance effective June 30, 2015. The ~~Company~~adoption isof ~~currently~~this ~~evaluating~~guidance ~~the~~did not have a material impact ofon the ~~new~~Company’s ~~guidance~~consolidated financial position, results of operations or cash flows.

In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. As of March 31, 2015, the adoption of this guidance would reduce total assets by $0.1 million and would reduce mortgage notes payable by $0.1 million. There would be no effect on net loss or cash flows.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

In ~~May~~February 2015, the FASB amended the ~~categorization~~accounting offor ~~investments~~consolidation ~~measured~~of atcertain ~~NAV~~legal ~~with~~entities. ~~redemption~~The ~~dates~~amendments inmodify the ~~future~~evaluation ~~within~~of ~~the~~whether ~~fair~~certain ~~value~~legal ~~hierarchy.~~entities ~~The~~are ~~amendments~~variable ~~remove~~interest ~~the~~entities ~~requirements~~ (i“VIEs”) toor ~~categorize~~voting ~~within~~interest entities, eliminate the ~~fair~~presumption ~~value~~that ~~hierarchy~~a ~~all~~general ~~investments~~partner ~~for~~should ~~which~~consolidate ~~fair~~a ~~value~~limited ispartnership ~~measured~~and ~~using~~affect the ~~NAV~~consolidation ~~per~~analysis ~~share~~of ~~method,~~reporting ~~and~~entities ~~(ii)~~that toare ~~make~~involved ~~certain~~with ~~disclosures~~VIEs ~~for~~(particularly ~~investments~~those that ~~are~~have ~~eligible~~fee toarrangements beand ~~measured~~related ~~using~~party ~~the NAV per share method~~relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, ~~and~~including ~~the~~adoption ~~entity~~in ~~should~~an ~~apply~~interim ~~the amendments retrospectively to all periods presented~~period. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of the new guidance.

In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. As of June 30, 2015, the adoption of this guidance would reduce total assets by $0.1 million and would reduce mortgage notes payable by $0.1 million. There would be no effect on net loss or cash flows.

Note 3 — Real Estate Investments

~~The~~During ~~following~~the ~~table~~six ~~presents~~months ~~future~~ended ~~minimum~~June 30, ~~base~~2014, ~~rental~~the ~~cash~~Company ~~payments~~acquired ~~due~~a to100% ~~the~~interest ~~Company~~in ~~subsequent~~one toproperty ~~March 31~~from an unaffiliated seller, ~~2015~~consistent with its investment objectives. ~~These~~ ~~amounts~~The ~~exclude~~Company ~~contingent~~funded ~~rent~~the ~~payments,~~purchase asprice ~~applicable,~~of ~~that~~the ~~may~~property bewith ~~collected~~funds from ~~certain~~the ~~tenants~~sale ~~based~~of onits ~~provisions~~common ~~related~~stock. toThere ~~sales~~were ~~thresholds~~no ~~and~~assets ~~increases~~acquired inor ~~annual~~liabilities ~~rent~~assumed ~~based~~during onthe ~~exceeding~~three ~~certain~~and ~~economic~~six ~~indexes~~months ~~among~~ended ~~other~~June 30, ~~items~~2015. The following table presents the allocation of the assets acquired and liabilities assumed during the three and six months ended June 30, 2014:

(In thousands)	Future MinimumBase Rent Payments
	Three Months Ended			Six Months Ended
April 1, 2015 - December 31, 2015	$	1,994
(Dollar amounts in thousands)	June 30, 2014			June 30, 2014
2016	2,660
Real estate investments, at cost:
2017	2,709
Land	$	492		$	492
2018	2,715
Buildings, fixtures and improvements	1,503			1,503
2019	2,716
Total tangible assets	1,995			1,995
Thereafter	16,837
Acquired intangibles:
	$	29,631
In-place leases	270			270
Below-market lease liability	(393		)	(393		)
Total assets acquired for cash	$	1,872		$	1,872
Number of properties purchased	1			1

The following table ~~lists~~presents ~~the~~future ~~tenants~~minimum ofbase rental cash payments due to the Company ~~whose~~subsequent ~~annualized~~to ~~rental~~June 30, ~~income~~2015. These onamounts aexclude ~~straight-line~~contingent ~~basis~~rent ~~represented~~payments, ~~greater~~as ~~than~~applicable, ~~10%~~that ofmay ~~total~~be ~~annualized~~collected ~~rental~~from ~~income~~certain tenants based on aprovisions ~~straight-line~~related ~~basis~~to ~~for~~sales ~~all~~thresholds ~~portfolio~~and ~~properties~~increases in annual rent based on exceeding certain economic indexes among other items.

	March 31,
(In thousands)	Future MinimumBase Rent Payments
Tenant	2015		2014
July 1, 2015 - December 31, 2015	$	1,330
FedEx	61.5%		64.6%
2016	2,660
Dollar General	12.4%		13.1%
2017	2,709
2018	2,715
2019	2,716
Thereafter	16,837
	$	28,967

The termination, delinquency or non-renewal of leases by one or more of the above tenants may have a material adverse effect on revenues. No other tenant represents more than 10% of annualized rental income for the periods presented.

The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income.

	March 31,
State	2015	2014
New York	55.9%	59.0%

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

The following table lists the tenants of the Company whose annualized rental income on a straight-line basis represented greater than 10% of total annualized rental income on a straight-line basis for all portfolio properties.



	June 30,
Tenant	2015	2014
FedEx	61.5%	61.4%
Dollar General	12.4%	12.4%



	June 30,
State	2015	2014
New York	55.9%	56.0%

Note 4 — Mortgage Notes Payable

The Company's mortgage notes payable consist of the following:

(Dollar amounts in thousands)	Encumbered Properties (1)	Outstanding Loan Amount		Weighted Average Effective Interest Rate (2)(3)		Weighted Average Maturity (3)
March 31, 2015	5	$	11,246	4.12	%	1.96
June 30, 2015	5	$	11,246	4.12	%	1.71
December 31, 2014	5	$	11,246	4.12	%	2.20

_____________________

(1) Carrying amount for these properties as of ~~March~~June 3130, 2015 and December 31, 2014, respectively, was $1918.07 million and $19.4 million.

(2) Interest rates are fixed rates or fixed through the use of derivative instruments used for interest rate hedging purposes.

(3) Total calculated on a weighted average basis for all mortgages outstanding at ~~March~~June 3130, 2015 and December 31, 2014.

The following table summarizes the scheduled aggregate principal payments subsequent to ~~March~~June 3130, 2015:



(In thousands)	Future Principal Payments
2015	$	—
2016	—
2017	11,246
2018	—
2019	—
Thereafter	—
	$	11,246

The Company's sources of recourse financing generally include financial covenants, including restrictions on corporate guarantees, the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of minimum net worth. As of ~~March~~June 3130, 2015, the Company was in compliance with the covenants under the loan agreements.

Note 5 — Note Payable

In March 2012, the Company entered into an unsecured $5.0 million note payable with an entity affiliated with a principal stockholder. The note payable bears interest at a fixed rate of 8.0% per annum and was originally scheduled to mature on March 20, 2013. The note payable had two options for one-year extensions, which were both exercised. The note was subsequently amended to include two additional options for one-year extensions, one of which has been exercised. The note is now scheduled to mature on March 20, 2016. The note payable requires monthly interest payments with the principal balance due at maturity. The note payable may be repaid at any time, in whole or in part. The Company is also required to pay an exit fee equal to 1.0% of the original loan amount upon any payment of principal on the loan. The exit fee was accrued as interest expense over the initial one-year term of the note payable.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

Note 5 — Note Payable

Note 6 — Fair Value of Financial Instruments

The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of ~~March~~June 3130, 2015, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

The following table presents information about the Company’s liabilities (including derivatives that are presented net) measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those instruments fall.

(In thousands)	Quoted Prices in Active MarketsLevel 1		Significant Other Observable InputsLevel 2		Significant Unobservable InputsLevel 3		Total
March 31, 2015
Interest rate swap	$	—	$	158	$	—	$	158
December 31, 2014
Interest rate swap	$	—	$	140	$	—	$	140

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2015 or 2014.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)



(In thousands)	Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
June 30, 2015
Interest rate swap	$	—	$	138	$	—	$	138
December 31, 2014
Interest rate swap	$	—	$	140	$	—	$	140

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, other receivables, due to affiliates, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below.

		Carrying Amount at		Fair Value at		Carrying Amount at		Fair Value at
(In thousands)	Level	~~March~~June 3130, 2015		~~March~~June 3130, 2015		December 31, 2014		December 31, 2014
Mortgage notes payable	3	$	11,246	$	11,~~268~~218	$	11,246	$	11,364
Note payable	3	$	5,000	$	5,~~380~~284	$	5,000	$	5,085

The fair value of the mortgage notes and note payable are estimated using a discounted cash flow analysis based on the Company's experience with similar types of borrowing arrangements.

Note 7 — Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During ~~the three months ended March 31,~~ 2015, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next twelve months, the Company estimates that an additional $0.1 million will be reclassified from other comprehensive income as an increase to interest expense.

The Company had the following outstanding interest rate derivative that was designated as a cash flow hedge of interest rate risk (dollar amounts in thousands).

Interest Rate Derivative	Number of Instruments	Notional Amount
Interest rate swap as of March 31, 2015	1	$	9,716
Interest rate swap as of December 31, 2014	1	$	9,716

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

The Company had the following outstanding interest rate derivative that was designated as a cash flow hedge of interest rate risk (dollar amounts in thousands).

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheets:

(In thousands)	Balance Sheet Location	~~March~~June 3130, 2015		December 31, 2014
Derivatives designated as hedging instruments:
Interest rate swap	Derivatives, at fair value	$	~~158~~138	$	140

Derivatives in Cash Flow Hedging Relationships

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges. There were no gains or losses from ineffective amounts excluded from effectiveness testing.

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2015			2014			2015			2014
Amount of loss recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion)	$	(5013	)	$	(2247	)	$	(63	)	$	(69	)
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion)	$	(3233	)	$	(3233	)	$	(65	)	$	(65	)

The Company had no derivative assets. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivative liabilities:

	Offsetting of Derivative Liabilities
(In thousands)	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Liabilities Presented in the Consolidated Balance Sheet		Financial Instruments		Cash Collateral Received		Net Amount
March 31, 2015	$	158	$	—	$	158	$	—	$	—	$	158
June 30, 2015	$	138	$	—	$	138	$	—	$	—	$	138
December 31, 2014	$	140	$	—	$	140	$	—	$	—	$	140

Credit-Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

As of ~~March~~June 3130, 2015, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $0.2 million. As of ~~March~~June 3130, 2015, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $0.2 million at ~~March~~June 3130, 2015.

Reclassifications out of Accumulated Other Comprehensive Income (“AOCI”)

The following table details reclassification adjustments out of AOCI and the corresponding effect on net income:

AOCI Component (in thousands)	Amount Reclassified from AOCI					Affected Line Items in the Consolidated Statements of Operations and Comprehensive Loss
	Three Months Ended March 31,
	2015			2014
Designated derivatives, fair value adjustment	$	(18	)	$	32	Interest expense

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

Reclassifications out of Accumulated Other Comprehensive Income (“AOCI”)

The following table details reclassification adjustments out of AOCI and the corresponding effect on net income:



AOCI Component (in thousands)	Amount Reclassified from AOCI								Affected Line Items in the Consolidated Statements of Operations and Comprehensive Loss
	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Designated derivatives, fair value adjustment	$	20	$	33	$	2	$	65	Interest expense

Note 8 — Common Stock

The following table details the Company's shares of common stock outstanding, excluding shares of unvested restricted stock, and NAV per share:

	March 31, 2015				December 31, 2014
	June 30, 2015				December 31, 2014
Class of common stock	Number		NAV per share		Number		NAV per share
Retail	1,~~179~~159,~~521~~181		$	10.21	1,173,028		$	10.19
Institutional	1,~~354~~350,~~866~~247		$	9.94	1,304,058		$	9.94
Total	2,~~534~~509,~~387~~428	(1)			2,477,086	(1)

_____________________

(1) Excluding 12,600 and 16,200 at ~~March~~June 3130, 2015 and December 31, 2014, respectively, of unvested restricted shares of common stock issued to independent directors under the restricted share plan.

On July 30, 2015, in connection with the Plan, the board of directors suspended the monthly distributions effective as of July 31, 2015. The final payment of distributions occurred on August 3, 2015 in connection with the Company's July distributions. Prior to that time, commencing on September 15, 2011, the Company's board of directors authorized, and the Company ~~declared~~began declaring, a distribution, which iswas calculated based on stockholders of record each day during the applicable period at a rate of $0.0017260274 per share of common stock per day equivalent to $0.63 per annum based on a 365 day year. The Company's distributions ~~are~~were payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments ~~are~~were dependent on the availability of funds. ~~The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distribution payments are not assured.~~

Share Repurchase Program

The Company’s board of directors ~~has~~ adopted athe ~~Share Repurchase Program (“~~SRP”) that ~~enables~~enabled stockholders to sell their shares to the Company. Under ~~our~~the ~~share repurchase plan~~SRP, stockholders ~~may~~were able to request that wethe Company redeem all or any portion, subject to certain minimum amounts described below, of their shares on any business day, if such repurchase ~~does~~did not impair the Company’s capital or operations.

~~The~~On ~~price~~July ~~per~~30, ~~share~~2015, ~~that~~in ~~the~~connection ~~Company~~with ~~pays to repurchase shares of~~ the ~~Company’s retail and institutional shares on any business day will be the Company’s NAV per share for the respective class of common stock for that day~~Plan, ~~calculated after~~ the ~~close~~board of ~~business~~directors onapproved the ~~repurchase~~termination ~~request day, without giving effect to any share purchases or repurchases to be effected on such day. Subject to limited exceptions, stockholders who request the repurchase~~ of ~~shares of~~ the Company’s ~~common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate NAV per share of the shares of common stock received~~SRP. ~~Because~~The ~~the~~ Company’s ~~NAV~~has ~~per~~processed ~~share~~all ~~is calculated at the close~~ of ~~each business day,~~ the ~~repurchase~~requests ~~price~~properly ~~may~~submitted ~~fluctuate~~under ~~between~~ the ~~repurchase~~SRP ~~request~~to ~~day and the~~ date ~~on which the Company pays repurchase proceeds. Generally, repurchases are paid, less any applicable short-term trading fees~~ and ~~any~~will ~~applicable~~not ~~tax~~process orfurther ~~other withholding required by law, by the third business day following the repurchase request day~~requests.

~~Purchases~~The ~~under~~price per share that the ~~SRP~~Company ~~are~~paid ~~limited~~to inrepurchase ~~any~~shares ~~calendar~~of ~~quarter~~the toCompany’s 5%retail ofand institutional shares on any business day was the Company’s NAV asper ofshare for the ~~last~~respective ~~day~~class of ~~the~~common ~~previous~~stock ~~calendar~~for ~~quarter~~that day, orcalculated ~~approximately~~after ~~20%~~the close of business on the ~~Company’s~~repurchase ~~NAV~~request inday, ~~any~~without 12giving ~~month~~effect ~~period.~~to Ifany ~~the~~share ~~Company~~purchases ~~reaches~~or ~~the~~repurchases 5%that ~~limit~~were effected on ~~repurchases~~such ~~during~~day. ~~any~~Subject ~~quarter~~to limited exceptions, stockholders who requested the repurchase of shares of the Company’s ~~will~~common ~~not~~stock ~~accept~~within ~~any~~the ~~additional~~first ~~repurchase~~four ~~requests~~months ~~for~~from the ~~remainder~~date of ~~such~~purchase ~~quarter.~~were ~~The~~subject ~~SRP~~to ~~will~~a ~~automatically~~short-term ~~resume~~trading onfee ~~the~~of ~~first~~2% ~~day~~ of the ~~next~~aggregate ~~calendar~~NAV ~~quarter,~~per ~~unless~~share of the ~~board~~shares of ~~directors~~common ~~determines~~stock ~~to suspend the SRP~~received.

~~When~~Purchases aunder ~~stockholder requests redemption and~~ the ~~redemption~~SRP iswere ~~approved,~~limited ~~the~~in ~~Company~~any ~~will~~calendar ~~reclassify~~quarter ~~such~~to ~~obligation~~5% ~~from~~of ~~temporary~~the ~~equity~~Company’s toNAV aas ~~liability~~of ~~based on~~ the ~~settlement~~last ~~value~~day of the ~~obligation.~~previous ~~Shares~~calendar ~~purchased~~quarter, ~~under~~or ~~the~~approximately ~~SRP~~20% ~~will~~of ~~have~~ the ~~status~~Company’s ofNAV ~~authorized~~in ~~but~~any ~~unissued~~12 ~~shares~~month period. AsIf ofthe ~~March 31,~~Company ~~2015,~~reached ~~aggregate~~the ~~shares~~5% oflimit ~~common~~on ~~stock~~repurchases ~~with~~during aany ~~settlement~~quarter, ~~value~~the ofCompany ~~$1.3~~did ~~million~~not ~~were~~accept ~~eligible~~any toadditional berepurchase ~~repurchased,~~requests ~~which~~for ~~is reflected in~~ the ~~consolidated~~remainder ~~balance~~of ~~sheets~~such ~~as temporary equity~~quarter.

~~The~~When ~~following~~a ~~table~~stockholder ~~summarizes~~requested redemption and the ~~number~~redemption was approved, the Company reclassified such obligation from temporary equity to a liability based on the settlement value of ~~shares~~the ~~repurchased~~obligation. Shares purchased under the SRP ~~cumulatively~~had ~~through~~the ~~March~~status of authorized but unissued shares. As of June 3130, 2015:, aggregate shares of common stock with a settlement value of $1.3 million were eligible to be repurchased, which is reflected in the consolidated balance sheets as temporary equity.

	Number of Requests	Number of Shares	Average Price per Share
Cumulative repurchases as of December 31, 2014	27	178,032	$	9.90
Three months ended March 31, 2015	8	30,303	10.07
Cumulative repurchases as of March 31, 2015	35	208,335	$	9.93

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

The following table summarizes the number of shares repurchased under the SRP cumulatively through June 30, 2015:



	Number of Requests	Number of Shares	Average Price per Share
Cumulative repurchases as of December 31, 2014	27	178,032	$	9.90
Six months ended June 30, 2015	20	79,696	10.10
Cumulative repurchases as of June 30, 2015	47	257,728	$	9.96

Distribution Reinvestment Plan

Pursuant to the DRIP and A&R DRIP, stockholders ~~may~~were able to elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. ~~Prior~~On toJuly ~~the termination of our IPO~~30, ~~pursuant to the DRIP~~2015, ~~stockholders could elect to reinvest distributions by purchasing shares of common stock~~ in ~~lieu~~connection ~~of receiving cash. No dealer manager fees or selling commissions are paid~~ with ~~respect to shares purchased pursuant to~~ the ~~DRIP~~Plan, or the ~~A&R DRIP. Participants purchasing shares pursuant to the DRIP or the A&R DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The~~ board of directors ~~may~~of ~~designate that certain cash or other distributions be excluded from~~ the ~~DRIP or the A&R DRIP. The~~ Company ~~has~~approved the ~~right~~suspension ~~to amend any aspect~~ of the ~~A&R~~ DRIP, oreffective ~~terminate~~on ~~the~~July ~~A&R~~31, ~~DRIP~~2015, ~~with~~subject ~~ten~~to ~~days’~~a 10-day notice ~~to participants~~requirement. ~~Shares~~The ~~issued~~final ~~under~~issuance ~~the~~of ~~DRIP~~shares ~~and~~of ~~the~~common ~~A&R~~stock ~~DRIP~~pursuant ~~are recorded~~ to ~~equity in~~ the ~~accompanying~~DRIP ~~consolidated balance sheets~~ in ~~the~~connection ~~period~~with ~~distributions are declared. During~~ the ~~three~~Company’s ~~months~~July ~~ended~~distribution ~~March 31,~~was ~~2015~~paid ~~and~~on ~~2014,~~August 193,~~774~~ ~~and 15,494 shares of common stock with a value of $0~~2015.~~2 million, respectively, and a par value of $0.01, were issued under the DRIP.~~

Prior to the termination of our IPO, pursuant to the DRIP or the A&R DRIP, stockholders could elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions were paid with respect to shares purchased pursuant to the DRIP or the A&R DRIP. Participants purchasing shares pursuant to the DRIP or the A&R DRIP had the same rights and were treated in the same manner as if such shares were issued pursuant to the IPO. Shares issued under the DRIP and the A&R DRIP were recorded to equity in the accompanying consolidated balance sheets in the period distributions were declared. During the three months ended June 30, 2015 and 2014, 20,833 and 17,012 shares of common stock with a value of $0.2 million, respectively, and a par value of $0.01, were issued under the DRIP and A&R DRIP. During the six months ended June 30, 2015 and 2014, 40,608 and 32,506 shares of common stock with a value of $0.4 million and $0.3 million, respectively, and a par value of $0.01, were issued under the DRIP and A&R DRIP.

Note 9 — Commitments and Contingencies

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(Unaudited)

Note 10 — Related Party Transactions and Arrangements

As of ~~March~~June 3130, 2015 and December 31, 2014, the Sponsor and an entity under common control with the Sponsor owned, in the aggregate, 244,444 shares of retail common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are reflected in the accompanying balance sheets. As of March 31, 2015 and December 31, 2014, the Company had a receivable from affiliated entities of $5.0 million and $4.4 million, respectively, primarily related to receivables for reimbursement of offering costs and expense reimbursements.

Fees Paid in Connection with the IPO

On February 5, 2015, the Company announced that the IPO would close on February 11, 2015 in accordance with its terms and that the Company would not raise additional capital.

The Dealer Manager received fees and compensation in connection with the sale of the Company’s common stock. The Dealer Manager received a selling commission of up to 7.0% of the per share purchase price of retail shares before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager received up to 3.0% of the gross proceeds from the sale of retail shares, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager may have reallowed its dealer-manager fee to such participating broker-dealers. A participating broker dealer may have elected to receive a fee equal to 7.5% of the gross proceeds from the sale of retail shares (not including selling commissions and dealer manager fees) by participating broker dealers, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option was elected, the dealer manager fee was reduced to 2.5% of gross proceeds (not including selling commissions and dealer manager fees).

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015

(Unaudited)

For the institutional shares, the Dealer Manager received an asset-based platform fee, which is a deferred distribution fee that compensated the Dealer Manager and participating broker-dealers for services in connection with the distribution of the institutional shares, that was payable monthly in arrears and was deducted from the daily NAV on the institutional shares in an amount equal to (a) the number of shares of our common stock outstanding each day during such month, excluding shares issued under the DRIP, multiplied by (b) 1/365th of 0.70% of the NAV on the institutional shares during such day. The Dealer Manager may have reallowed a portion of this fee to participating broker dealers.

The Advisor and its affiliates received compensation and reimbursement for services relating to the IPO, including transfer agent services provided by an affiliate of the Dealer Manager. All offering costs incurred by the Company or its affiliates on behalf of the Company were charged to additional paid-in capital on the accompanying balance sheets. The Company was responsible for offering and related costs from the ongoing offering, excluding commissions and dealer manager fees, up to a maximum of 1.5% of gross proceeds received from its ongoing offering of common stock, measured at the end of the offering. Offering costs in excess of the 1.5% cap as of the end of the offering are the Advisor’s responsibility. As of ~~March~~June 3130, 2015, offering and related costs exceeded 1.5% of gross proceeds received from the IPO by $6.5 million. As of ~~March~~June 3130, 2015, cumulative offering costs were $7.8 million. As of March 31, 2015, the Company has recorded a receivable of $3.0 million from the Advisor for all previously paid cumulative offering costs above the 1.5% cap and, in addition, the Advisor has forgiven $3.6 million in payables previously recorded by the Company.

No selling commission or dealer manager fees from the Dealer Manager have been forgiven. The table below reflects the selling commissions, dealer manager fees and offering costs incurred from the Advisor and Dealer Manager for the three and six months ended ~~March~~June 3130, 2015 and 2014, as well as the related payables as of ~~March~~June 3130, 2015 and December 31, 2014:

	Three Months Ended March 31,					Payable as of
	Three Months Ended June 30,					Six Months Ended June 30,						Payable (receivable) as of
(In thousands)	2015			2014		~~March 31,~~ 2015			~~December 31,~~ 2014			June 30, 2015			December 31, 2014
Selling commissions and dealer manager fees	$	23—		$	3744	$	—23		$	181		$	—		$	1
Other organization and offering costs (1)	~~(137~~32		)	~~105~~125		(~~4,177~~105		)	~~(4,057~~230		)	(551		)	(4,057		)
Total offering costs	$	~~(114~~32	)	$	~~142~~169	$	(~~4,177~~82	)	$	~~(4,056~~311	)	$	(551	)	$	(4,056	)

_____________________________

(1) Cumulative offering costs exceeding the 1.5% cap of $6.5 million are the responsibility of the Advisor. ~~The Company has recorded a receivable of $3.0 million and the Advisor has forgiven a previously recorded payable of $3.6 million.~~

Fees Paid in Connection With the Operations of the Company

The Company pays the Advisor a monthly asset management fee equal to one twelfth of 1.0% of the monthly average of our daily NAV, payable on the first business day of each month for the respective month. Such fee will be payable, at the discretion of our board of directors, in cash, common stock or restricted stock grants or any combination thereof. This fee will be allocated between the retail shares and institutional shares based on the relative NAV of each class. The amount of any asset management fee will be reduced to the extent that funds from operations, as adjusted, during the six months ending on the last day of the calendar quarter immediately preceding the date that such asset management fee is payable, is less than distributions declared with respect to such six month period. Asset management fees, if accrued, are recorded in operating fees to affiliates in the consolidated statement of operations.

For services in overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company will pay the Property Manager an oversight fee equal to 1.0% of the gross revenues of the property managed. Oversight fees, if accrued, are recorded in operating fees to affiliates in the consolidated statement of operations. No such services have been provided by any person or entity that is not an affiliate of the Property Manager during the three and six months ended June 30, 2015 and 2014. There have been no oversight fees incurred during the three and six months ended June 30, 2015 and 2014.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

The table below reflects the cumulative organization and offering costs net of commissions and dealer manager fees, the 1.5% of gross offering proceeds cap, the Advisor’s responsibility for offering costs and the net receivable recorded from the Advisor as of March 31, 2015:

(In thousands)
Cumulative offering costs	$	7,839
less: Cumulative commissions, dealer manager fees and platform fees	(901		)
Cumulative offering costs, excluding commissions, dealer manager fees and platform fees	6,938
1.5% cap for Company responsibility of offering costs	(390		)
Advisor’s responsibility for offering costs	6,548
less: Payable to Advisor for offering costs	(3,568		)
Net receivable from Advisor	$	2,980

Fees Paid in Connection With the Operations of the Company

The Advisor receives an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. The Advisor is also paid for services provided for which it incurs investment-related expenses (“insourced expenses”). Such insourced expenses will initially be fixed at, and may not exceed, 0.5% of the contract purchase price of each acquired property and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company pays third party acquisition expenses. Once the proceeds from the IPO have been fully invested, the aggregate amount of acquisition fees shall not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment for all the assets acquired. In no event will the total of all acquisition fees and acquisition expenses with respect to a particular investment exceed 4.5% of the contract purchase price or 4.5% of the amount advanced for a loan or other investment. Acquisition fees are recorded in acquisition and transaction related expenses in the consolidated statement of operations.

For services in overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company will pay the Property Manager an oversight fee equal to 1.0% of the gross revenues of the property managed. Oversight fees, if accrued, are recorded in operating fees to affiliates in the consolidated statement of operations. No such services have been provided by any person or entity that is not an affiliate of the Property Manager during the three months ended March 31, 2015 and 2014. There have been no oversight fees incurred during the three months ended March 31, 2015 and 2014.

The following table reflects related party fees incurred and forgiven.

	Three Months Ended March 31,								Payable as of
	Three Months Ended June 30,								Six Months Ended June 30,								Payable as of
(In thousands)	2015				2014				~~March 31,~~ 2015		~~December 31, 2014~~		2014				June 30, 2015		December 31, 2014
	Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven
One-time fees:
Other expense reimbursements	$	107	$	—	$	—	$	—	$	90	$	—
Acquisition fees and related cost reimbursements	$	—	$	—	$	28	$	—	$	—	$	—	$	28	$	—	$	—	$	—
Ongoing fees:
Other expense reimbursements	124		—		—		—		231		—		—		—		69		—
Asset management fees (1)	21		21		53		53		—		—
Ongoing fees:
Transfer agent fees	68		—		65		—		172		97
Asset management fees (1)	64		64		58		58		127		127		111		111		—		—
Total related party operation fees and reimbursements	$	196	$	21	$	118	$	53	$	262	$	97
Transfer agent fees	72		—		76		—		140		—		141		—		25		97
Total related party operation fees and reimbursements	$	260	$	64	$	162	$	58	$	498	$	127	$	280	$	111	$	94	$	97

_____________________________


⁽¹⁾	These cash fees have been waived. The Company’s board of directors may elect, subject to the Advisor’s approval, on a prospective basis, to pay asset management fees in the form of performance-based restricted shares.

The Company will reimburse the Advisor’s costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2% of average invested assets or (b) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will reimburse the Advisor for personnel costs in connection with other services during the operational stage, in addition to paying an asset management fee; however, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. The Company incurred $0.1 million and $0.2 million from the Advisor for providing services during the three and six months ended June 30, 2015, respectively. There were no reimbursements incurred from the Advisor for providing services during the three and six months ended June 30, 2014.

The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of the Company’s total return to stockholders, payable annually in arrears, such that for any year in which the Company’s total return on stockholders’ capital exceeds 6% per annum, the Advisor will be entitled to 15% of the excess total return but not to exceed 10% of the aggregate total return for such year (which will take into account distributions and realized appreciation). This fee will be payable only upon the sale of assets, distributions or other event which results in our return on stockholders’ capital exceeding 6% per annum. There were no such fees incurred from the Advisor for providing services during the three and six months ended June 30, 2015 or 2014.

In order to improve operating cash flows and the ability to pay prior distributions from operating cash flows, the Advisor waived certain fees, including asset management and property management fees. Because the Advisor waived certain fees, cash flow from operations that would have been paid to the Advisor were available to pay distributions to stockholders. The fees that were forgiven are not deferrals and accordingly, will not be paid to the Advisor in cash. In certain instances, to improve the Company’s working capital, the Advisor may elect to absorb a portion of the Company’s general and administrative costs or property operating expenses.

The Advisor elected to absorb $0.2 million of general and administrative expenses during the three months ended June 30, 2014. During the six months ended June 30, 2015 and 2014, respectively, the Advisor elected to absorb $0.4 million of general and administrative expenses. These costs are presented net in the accompanying consolidated statements of operations and comprehensive loss.

The Advisor may at any time discontinue its practice of forgiving fees and may charge the full fee owed to it in accordance with the Company’s agreements with the Advisor.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

The Company will reimburse the Advisor’s costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2% of average invested assets or (b) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will reimburse the Advisor for personnel costs in connection with other services during the operational stage, in addition to paying an asset management fee; however, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. There were no reimbursements incurred from the Advisor for providing services during the three months ended March 31, 2015 or 2014.

In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may waive certain fees, including asset management and property management fees. Because the Advisor may waive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor in cash. In certain instances, to improve the Company’s working capital, the Advisor may elect to absorb a portion of the Company’s general and administrative costs or property operating expenses.

The Advisor elected to absorb $0.4 million and $0.2 million of general and administrative expenses during the three months ended March 31, 2015 and 2014, respectively. These costs are presented net in the accompanying consolidated statements of operations and comprehensive loss.

The Advisor may at any time discontinue its practice of forgiving fees and may charge the full fee owed to it in accordance with the Company’s agreements with the Advisor.

Fees Paid in Connection with the Liquidation or Listing of the Company’s Real Estate Assets

The Company will pay the Advisor a brokerage commission on the sale of property, not to exceed the lesser of 2% of the contract sale price of the property and one-half of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. There were no such amounts incurred during the three and six months ended ~~March~~June 3130, 2015 or 2014.

If the Company is not simultaneously listed on an exchange, the ~~Company~~OP will ~~pay~~distribute to the Special Limited Partner a subordinated participation in the net sales proceeds of the sale of real estate assets of 15% of remaining net sale proceeds after return of capital contributions to investors, plus payment to investors of an annual 6% cumulative, pre-tax non-compounded return on the capital contributed by investors. The Company cannot assure that it will provide this 6% return but the ~~Advisor~~Special Limited Partner will not be entitled to the subordinated participation in net sale proceeds unless the Company’s investors have received a 6% cumulative non-compounded return on their capital contributions. There were no such amounts incurred during the three and six months ended ~~March~~June 3130, 2015 or 2014.

If the Company is listed on an exchange, the ~~Company~~OP will ~~pay~~distribute to the Special Limited Partner a subordinated incentive listing distribution of 15% of the amount by which the market value of the Company’s issued and outstanding common stock, as adjusted, plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6% cumulative, pre-tax non-compounded annual return to investors, which amount would be evidenced by a non-interest bearing promissory note. The Company cannot assure that it will provide this 6% return but the ~~Advisor~~Special Limited Partner will not be entitled to the subordinated incentive listing ~~fee~~distribution unless investors have received a 6% cumulative, pre-tax non-compounded return on their capital contributions. There were no such fees incurred during the three and six months ended ~~March~~June 3130, 2015 or 2014.

Neither the ~~Advisor~~Special Limited Partner nor any of its affiliates can earn both the subordination participation in the net proceeds and the subordinated listing distribution.

Upon termination or non-renewal of the advisory agreement, the Special Limited Partner will be entitled to receive distributions from the OP the payment of which would be evidenced by a promissory note. In addition, the Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.

Receivable from Advisor

The table below reflects activity related to amounts that are receivable from the Advisor:



(In thousands)
Cumulative offering costs	$	7,832
less: Cumulative commissions, dealer manager fees and platform fees	(901		)
Cumulative offering costs, excluding commissions, dealer manager fees and platform fees	6,931
1.5% cap for Company responsibility of offering costs	(390		)
Advisor’s responsibility for offering costs	6,541
less: Payable to Advisor for offering costs	(3,568		)
Offering cost receivable	2,973
Expense reimbursement receivable	1,982
less: Collected as of June 30, 2015	(4,000		)
Net receivable from Advisor as of June 30, 2015	$	955

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

Upon termination or non-renewal of the advisory agreement, the Advisor will receive distributions from the OP payable in the form of a promissory note. In addition, the Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.

Note 11 — Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale and maintenance of shares of the Company’s common stock available for issue, transfer agency services as well as other administrative responsibilities for the Company, including accounting services, transaction management services and investor relations.

As a result of these relationships, the Company is dependent upon the Advisor, its affiliates and entities under common control. If these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(Unaudited)

Note 12 — Share-Based Compensation

Stock Option Plan

The Company has a stock option plan (the “Stock Option Plan”) which authorizes the grant of nonqualified stock options to the Company’s independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Stock Option Plan. A total of 0.5 million shares have been authorized and reserved for issuance under the Stock Option Plan. As of ~~March~~June 3130, 2015 and December 31, 2014, no stock options were issued under the Stock Option Plan. On July 30, 2015, in connection with the Plan, the board of directors of the Company approved the termination of the Stock Option Plan.

Restricted Share Plan

The Company ~~has~~had an ~~employee and director incentive restricted share plan (the “~~RSP”), which ~~provides~~provided for the automatic grant of 3,000 restricted shares of common stock to each of the independent directors, without any further action by the Company’s board of directors or the stockholders, onafter initial election to the ~~date~~board of directors and after each annual stockholder’s meeting with such shares vesting annually beginning with one year anniversary of initial election to the board of directors and on the date of ~~each~~the next annual ~~stockholder’s~~ meeting, respectively. Restricted stock issued to independent directors ~~will~~would vest over a five-year period ~~following the date of grant~~ in increments of 20% per annum. The RSP ~~provides~~provided the Company with the ability to grant awards of restricted shares to the Company’s directors, ~~officers~~ and ~~employees (if the Company ever has employees)~~officers, employees of the Advisor and its affiliates, employees of entities that ~~provide~~provided services to the Company, directors of the Advisor or of entities that ~~provide~~provided services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that ~~provide~~provided services to the Company. ~~The~~On ~~fair~~July ~~market value of any shares of restricted stock granted under the RSP~~30, ~~together with the total amount of acquisition fees~~2015, ~~acquisition~~in ~~expense~~connection ~~reimbursements,~~with ~~asset management fees, disposition fees and subordinated distributions payable to~~ the ~~Advisor~~Plan, ~~shall not exceed (a) 6% of all properties’ aggregate gross contract purchase price, (b) as determined annually,~~ the ~~greater,~~board ~~in the aggregate,~~ of 2%directors of ~~average invested assets and 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from~~ the ~~sale of assets for that period, (c) disposition fees, if any, of up to 3% of the contract sales price of all properties that the~~ Company ~~sells~~approved ~~and (d) 15% of remaining net sales proceeds after return of capital contributions plus payment to investors of a 6% cumulative, pre-tax, non-compounded return on~~ the ~~capital~~termination ~~contributed by investors. Additionally, the total number~~ of ~~shares of common stock granted under~~ the RSP ~~shall not exceed 5~~.0% ofUpon ~~the~~termination, ~~Company’s authorized shares of common stock pursuant to~~ the ~~IPO~~12,600 ~~and~~unvested inrestricted ~~any event will not exceed 7.5 million~~ shares (as ~~such~~of ~~number may be adjusted for stock splits~~June 30, ~~stock~~2015 ~~dividends,~~became ~~combinations~~fully ~~and similar events)~~vested.

Restricted share awards ~~entitle~~entitled the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with the Company. Restricted shares ~~may~~could not, in general, be sold or otherwise transferred until restrictions ~~are~~were removed and the shares ~~have~~had vested. Holders of restricted shares ~~may~~received ~~receive~~ cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock ~~shall~~were be subject to the same restrictions as the underlying restricted shares.

~~The~~ ~~following tables display restricted share award activity during the three months ended March 31, 2015:~~18

Restricted Share Awards	Number of Restricted Common Shares	Weighted-Average Issue Price
December 31, 2014	24,000	$	9.78
Granted	—	—
Forfeited	—	—
March 31, 2015	24,000	$	9.78

Unvested Restricted Shares	Number of Restricted Common Shares	Weighted-Average Issue Price
December 31, 2014	16,200	$	9.81
Granted	—	—
Vested	—	—
Forfeited	—	—
March 31, 2015	16,200	$	9.81

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

The ~~fair~~following ~~value~~tables ofdisplay the shares, which is based on the NAV of the Company’s common stock on the grant date, is expensed on a straight-line basis over the service period of five years. Adjusted for the timing of board members’ resignations and admissions, compensation expense related to restricted ~~stock~~share ~~was~~award ~~approximately~~activity ~~$10,000~~during ~~and $9,000 for~~ the ~~three~~six months ended ~~March~~June 3130, 2015 ~~and 2014, respectively.~~:

As of March 31, 2015, the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company’s RSP. That cost is expected to be recognized over a weighted average period of 3.3 years.



Restricted Share Awards	Number of Restricted Common Shares	Weighted-Average Issue Price
December 31, 2014	24,000	$	9.78
Granted	—	—
Forfeited	—	—
June 30, 2015	24,000	$	9.78

Other Share-Based Compensation



Unvested Restricted Shares	Number of Restricted Common Shares		Weighted-Average Issue Price
December 31, 2014	16,200		$	9.81
Granted	—		—
Vested	(3,600	)	9.79
Forfeited	—		—
June 30, 2015	12,600		$	9.90

The ~~Company~~fair ~~may~~value ~~issue~~of ~~common~~the ~~stock~~shares, inwhich ~~lieu~~was ofbased ~~cash~~on tothe ~~pay~~NAV ~~fees~~of ~~earned by~~ the Company’s ~~directors. There~~common ~~are~~stock noon ~~restrictions~~the ongrant ~~such~~date, ~~shares~~was ofexpensed ~~common~~on ~~stock~~a ~~issued~~straight-line ~~since~~basis ~~these~~over ~~payments~~the inservice ~~lieu~~period of ~~cash~~five ~~relate~~years. toAdjusted ~~fees~~for ~~earned~~the ~~for~~timing ~~services~~of ~~performed.~~board ~~There~~members’ ~~were~~resignations noand ~~such~~admissions, ~~shares~~compensation ofexpense ~~common~~related to restricted stock ~~issued~~was inapproximately ~~lieu~~$11,000 ofand ~~cash~~$9,000 ~~during~~for the three months ended ~~March~~June 3130, 2015 and 2014, respectively. For the six months ended June 30, 2015 and 2014, compensation expense related to restricted stock was $21,000 and $18,000, respectively.

As of June 30, 2015, the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company’s RSP, which was recognized on July 30, 2015, in conjunction with the termination of the Plan.

Note 13 — Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Net loss (in thousands)	$	(68499	)	$	(~~122~~140	)	$	(567	)	$	(262	)
Basic and diluted weighted average shares of common stock outstanding	2,~~519~~528,~~827~~822			2,~~121~~313,~~490~~668			2,524,350			2,218,110
Basic and diluted net loss per share	$	(0.0320	)	$	(0.06	)	$	(0.22	)	$	(0.12	)

As of ~~March~~June 3130, 2015 and 2014, the Company had approximately 1612,~~200~~600 and 22,800 shares, respectively, of unvested restricted stock outstanding, and 222 OP units, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive.

AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015

(Unaudited)

Note 14 — 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:

Sale of Properties

In July 2015, the Company entered into two purchase and sale agreements (“PSAs”) for its FedEx in Evanston, WY and DaVita in Sturgeon Bay, WI properties. The GAAP carrying value as of June 30, 2015 for both properties in aggregate was $2.5 million while the sale price per the PSAs is approximately $3.1 million. The sale of the properties is contingent upon the completion of full due diligence procedures by the buyer, approval of the Company's board of directors and other conditions. The property sales are projected to close during the third quarter of 2015. In August 2015, the Company's board of directors approved the sale of these properties and four additional properties that are not yet subject to PSAs, which included the Company's Dollar General properties in Alorton, IL, Temple, TX and Converse, TX, and its O'Reilly Auto property in Slidell, LA. However, there can be no assurance that the property sales will be completed under the terms of the PSAs or at all.

Plan of Liquidation

On July 30, 2015, the board of directors of the Company approved the Plan to sell all or substantially all of the assets of the Company and its OP and to liquidate and dissolve the Company and the OP. Implementation of the Plan is contingent upon stockholder approval.

On August 5, 2015, the Company filed a proxy statement with the SEC in connection with the Special Meeting of Stockholders scheduled for September 1, 2015 to seek stockholder approval of the Plan.

Sponsor Transactions

On August 6, 2015, the Sponsor, entered into a Transaction Agreement (the “Transaction Agreement”) with AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH”), and an affiliate of Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”), and a newly formed entity, AR Global Investments, LLC, a Delaware limited liability company (“AR Global”). The Transaction Agreement provides that the Sponsor will transfer to AR Global substantially all of the assets of its ongoing asset management business (including equity interests in its subsidiaries). AMH will contribute money and other assets to AR Global. Following the consummation of the transactions contemplated by the Transaction Agreement, AMH will hold a 60% interest in AR Global and the Sponsor will hold a 40% interest in AR Global. The business and affairs of AR Global will be overseen by a board of managers comprised of ten members, six of which will be appointed by AMH and four of which will be appointed by the Sponsor. The Advisor and Property Manager are not included in the assets which will be transferred to AR Global and will continue to be indirectly owned by the Sponsor following the transactions.

Additionally, on August 6, 2015, RCS Capital Corporation (“RCS Capital”), the parent of the Dealer Manager and a company under common control with the Sponsor, announced that it has entered into an agreement with an affiliate of Apollo to sell RCS Capital’s Wholesale Distribution division, including the Dealer Manager, and certain related entities (collectively, the “Transactions”). Upon completion of the transaction, the Dealer Manager will continue to operate as a stand-alone entity within AR Global. The current management team of the Dealer Manager, which is led by William E. Dwyer III, will continue to operate the day-to-day functions of the business.

The Transactions are subject to customary closing conditions and are expected to close in 2015. Upon consummation of the Transactions, the Advisor, Property Manager and Sponsor will continue to serve in their respective capacities to the Company. The Company’s independent directors unanimously endorsed the Transactions.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the accompanying financial statements of American Realty Capital Daily Net Asset Value Trust, Inc. and the notes thereto. As used herein, the terms the “Company,” “we,” “our” and “us” refer to American Realty Capital Daily Net Asset Value Trust, Inc., a Maryland corporation, including, as required by context, American Realty Capital Operating Partnership II, L.P., a Delaware limited partnership, which we refer to as the “OP,” and to its subsidiaries. The Company is externally managed by American Realty Capital Advisors II, LLC (our “Advisor”), a Delaware limited liability company.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:

• All of our executive officers are also officers, managers and/or holders of a direct or indirect controlling interest in our Advisor, our dealer manager, Realty Capital Securities, LLC (the “Dealer Manager”) ~~and~~or other entities under common control with AR Capital, LLC (our “Sponsor”). As a result, our executive officers, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor’s compensation arrangements with us and other investors advised by American Realty Capital affiliates and conflicts in allocating time among these investors and us. These conflicts could result in unanticipated actions.

• ~~The~~We ~~redemption~~only ~~price~~owned ~~for~~14 ~~our~~properties ~~shares~~as ~~is based on net asset value (“NAV”) rather than a public trading market. Our published NAV may not accurately reflect the value~~ of ~~our~~June ~~assets.~~30, No2015, ~~public~~which ~~market~~exposes ~~currently~~us ~~exists,~~to orrisks ~~may~~due ~~ever~~to ~~exist,~~a ~~for~~lack ~~shares~~ of ~~our~~tenant ~~common stock~~ and ~~our~~geographic ~~shares are, and may continue to be, illiquid~~diversity.

• We ~~only~~are ~~owned~~obligated 14to pay fees, which may be substantial, to our Advisor and its affiliates, including fees payable upon the sale of properties. asOur Advisor and its affiliates will receive fees in connection with transactions involving the purchase, financing, management and sale of ~~March~~our 31investments, ~~2015~~and, ~~which~~because ~~exposes~~our Advisor does not maintain a significant equity interest in us toand ~~risks~~is ~~due~~entitled to areceive ~~lack~~substantial minimum compensation regardless of ~~tenant~~performance, ~~and~~our ~~geographic~~Advisor’s ~~diversity~~interests are not wholly aligned with those of our stockholders.

• We may be unable to pay or maintain cash distributions or increase distributions over time.

• We are obligated to pay fees, which may be substantial, to our advisor and its affiliates, including fees payable upon the sale of properties. Our advisor and its affiliates will receive fees in connection with transactions involving the purchase, financing, management and sale of our investments, and, because our advisor does not maintain a significant equity interest in us and is entitled to receive substantial minimum compensation regardless of performance, our advisor’s interests are not wholly aligned with those of our stockholders.


•	We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants.


•	Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.

• We may not generate cash flows sufficient to pay our distributions to stockholders, as such, we may be forced to borrow or depend on our Advisor to waive reimbursement of certain expenses and fees to fund our operations.

• We are subject to risks associated with the significant dislocations and liquidity disruptions that have recently occurred in the credit markets of the United States.


•	We may fail to continue to qualify to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, which would result in higher taxes, may adversely affect operations and would reduce the value of an investment in our common stock and our cash available for distributions.


•	We may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and thus subject to regulation under the Investment Company Act.

Overview

We were incorporated on September 10, 2010 as a Maryland corporation and we have elected and qualified to be taxed as a REIT for our taxable year ended December 31, 2013. On August 15, 2011, we commenced our initial public offering (“IPO”) on a “reasonable best efforts” basis of up to a maximum of 156.6 million shares of common stock, par value $0.01 per share, consisting of up to 101.0 million retail shares to be sold to the public through broker dealers and up to 55.6 million institutional shares to be sold through registered investment advisors and broker dealers that are managing wrap or fees-based accounts, pursuant to a registration statement on Form S-11 (File No. 333-169821) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement also covered up to 25.0 million shares of common stock pursuant to a distribution reinvestment plan (the “DRIP”) under which common stockholders may ~~elect~~have elected to have their distributions reinvested in additional shares of common stock. The per share purchase price for common stock varies daily and is based on net asset value ~~(“NAV”)~~ per share. On August 11, 2014, the board of directors approved, and on August 14, 2014, we filed, a follow-on registration statement for the offering of our common stock, which, as permitted by Rule 415 of the Securities Act, provided for an automatic extension of the IPO until the earlier of February 11, 2015 or the date that the SEC declared the follow-on offering effective. On January 29, 2015, the board of directors made the determination to allow the IPO to terminate in accordance with its terms. Accordingly, the IPO terminated on February 11, 2015 and we will not seek to raise any additional capital through a follow-on offering. On April 29, 2015, we filed a registration statement on Form S-3D (File No. 333-203731) with the SEC under the Securities Act that ~~covers~~covered up to 84,000 shares of our common stock pursuant to an amended and restated dividend reinvestment plan ~~(the “A&R DRIP”)~~. On May 6, 2015, we filed a post-effective amendment to the Registration Statement to deregister the unsold shares under the Registration Statement.

On ~~January~~July 530, ~~2012~~2015, weour ~~received~~board ~~and accepted subscriptions in excess~~ of ~~the~~directors ~~minimum~~approved ~~offering~~a ~~amount~~Plan of ~~$2.0~~Liquidation ~~million~~(the in“Plan”) ~~shares, broke escrow and issued shares of common stock~~ to ~~our~~sell ~~initial~~all ~~investors~~or ~~who~~substantially ~~were~~all ~~admitted as stockholders. As~~ of ~~March 31,~~the ~~2015,~~assets weowned ~~had~~by ~~2.6~~us ~~million~~and ~~shares~~our ofOP ~~common~~and ~~stock~~to ~~outstanding,~~liquidate ~~including unvested restricted shares~~ and ~~shares~~dissolve ~~issued under~~ the ~~DRIP,~~Company and ~~had~~the ~~received~~OP. ~~total~~Implementation ~~gross proceeds, net~~ of ~~repurchases, from~~ the ~~IPO,~~Plan ~~including~~is ~~shares~~contingent ~~issued~~upon ~~under~~stockholder ~~the DRIP of $25~~approval.3 ~~million.~~

WeOn ~~were~~July ~~formed~~30, ~~primarily~~2015, toin ~~acquire~~anticipation ~~freestanding,~~of ~~single-tenant~~the ~~bank~~implementation ~~branches,~~of ~~convenience~~the ~~stores~~Plan, ~~office,~~our ~~industrial~~board ~~and~~of ~~retail~~directors ~~properties~~suspended the ~~net~~monthly ~~leased~~distributions ~~to investment grade~~ and ~~other~~the ~~creditworthy~~DRIP ~~tenants.~~(subject Weto ~~may~~any ~~also~~notice ~~originate~~requirements orcontained ~~acquire~~therein), ~~first~~effective ~~mortgage~~July ~~loans~~31, ~~secured by real estate~~2015. The Wefinal ~~purchased~~payment ~~our~~of ~~first~~distributions ~~properties~~occurred ~~and~~on ~~commenced~~August ~~active operations in January 2012. As of March 31~~3, 2015, ~~we owned 14 properties~~ with anrespect ~~aggregate~~to ~~purchase~~distributions ~~price~~payable offor ~~$34~~July.8 On ~~million,~~the ~~comprising~~same ~~0.2 million rentable square feet~~day, ~~which~~our ~~were~~board ~~100% leased. As~~ of ~~March 31,~~directors ~~2015,~~also ~~rental~~terminated ~~revenues~~our ~~derived~~Share ~~from~~Repurchase ~~investment~~Program ~~grade tenants~~(“SRP”), asEmployee ~~rated~~and byDirector aIncentive ~~major~~Restricted ~~rating~~Share ~~agency,~~Plan ~~represented~~(the ~~97.8%~~“RSP”), ofand ~~annualized~~the ~~rental~~2011 ~~income~~Stock onOption ~~a straight-line basis~~Plan.

~~Substantially~~On ~~all~~August of5, ~~our~~2015, ~~business~~we isfiled ~~conducted~~a ~~through~~proxy ~~the~~statement ~~OP.~~with ~~We are~~ the ~~sole~~SEC ~~general partner and hold substantially all of the units of limited partner interests~~ in ~~the~~connection OPwith ~~(“OP units”). American Realty Capital Trust II Special Limited Partner, LLC (~~the “Special ~~Limited~~Meeting ~~Partner”) holds 222 OP units, which represent a nominal percentage~~ of ~~the~~Stockholders ~~aggregate~~scheduled ~~ownership of the OP. A holder of OP units has the right to convert OP units~~ for ~~the~~September ~~cash value of a corresponding number of shares of common stock or~~1, at2015 the option of the OP, a corresponding number of shares of common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the holders of OP units are limited, however, and do not include the ability to ~~replace~~seek ~~the~~stockholder ~~general~~approval ~~partner or to approve the sale, purchase or refinancing~~ of the ~~OP’s assets~~Plan.

On January 5, 2012, we received and accepted subscriptions in excess of the minimum offering amount of $2.0 million in shares, broke escrow and issued shares of common stock to our initial investors who were admitted as stockholders. As of June 30, 2015, we had 2.5 million shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP, and had received total gross proceeds, net of repurchases, from the IPO, including shares issued under the DRIP of $25.1 million.

We were formed primarily to acquire freestanding, single-tenant bank branches, convenience stores, office, industrial and retail properties net leased to investment grade and other creditworthy tenants. We may also originate or acquire first mortgage loans secured by real estate. We purchased our first properties and commenced active operations in January 2012. As of June 30, 2015, we owned 14 properties with an aggregate purchase price of $34.8 million, comprising 0.2 million rentable square feet, which were 100% leased. As of June 30, 2015, rental revenues derived from investment grade tenants, as rated by a major rating agency, represented 97.8% of annualized rental income on a straight-line basis.

Substantially all of our business is conducted through the OP. We are the sole general partner and hold substantially all of the units of limited partner interests in the OP (“OP units”). American Realty Capital Trust II Special Limited Partner, LLC holds 222 OP units, which represent a nominal percentage of the aggregate ownership of the OP. A holder of OP units has the right to convert OP units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the holders of OP units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.

We have no direct employees. We have retained the Advisor to manage our affairs on a day-to-day basis. American Realty Capital Properties II, LLC (the “Property Manager”) serves as our property manager. Our Dealer Manager served as the dealer manager of the IPO. The Advisor and Property Manager are indirect wholly owned entities of, and the Dealer Manager is under common control with, our Sponsor. These related parties receive compensation and fees for services related to the IPO and the investment and management of our assets. These entities have received and will receive fees during the offering, acquisition, operational and liquidation stages.

Significant Accounting Estimates and Critical Accounting Policies

Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include:

Offering and Related Costs

Offering and related costs include all expenses incurred in connection with our IPO. Offering costs (other than selling commissions and the dealer manager fees) include costs that may be paid by the Advisor, the Dealer Manager or their affiliates on our behalf. 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 itemized and detailed due 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. We are obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on our behalf, provided that the Advisor is obligated to reimburse us to the extent organization and offering costs (excluding selling commissions and the dealer manager fee) incurred by us in our offering exceed 1.5% of gross offering proceeds in the IPO. As a result, these costs are only our liability to the extent aggregate selling commissions, the dealer manager fee and other organization and offering costs do not exceed 11.5% of the gross proceeds determined at the end of the IPO.

Revenue Recognition

Our revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable, and include in revenues, unbilled rent receivables that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. We defer the revenue related to lease payments received from tenants in advance of their due dates.

We continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, we record an increase in our allowance for uncollectible accounts or record a direct write-off of the receivable in our consolidated statements of operations.

Real Estate Investments

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred.

We evaluate the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statement of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets.

In business combinations, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets may include the value of in-place leases and above- and below- market leases. In addition, any assumed mortgages receivable or payable and any assumed or issued noncontrolling interests are recorded at their estimated fair values.

The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases is recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and our estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease, including any below-market fixed rate renewal options for below-market leases.

In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates.

In allocating non-controlling interests, amounts are recorded based on the fair value of units issued at the date of acquisition, as determined by the terms of the applicable agreement.

In making estimates of fair values for purposes of allocating purchase price, we utilize a number of sources, including real estate valuations, prepared by independent valuation firms. We also consider information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate, i.e. location, size, demographics, value and comparative rental rates, tenant credit profile, store profitability and the importance of the location of the real estate to the operations of the tenant’s business.

Depreciation and Amortization

We are required to make subjective assessments as to the useful lives of the components of our real estate investments for purposes of determining the amount of depreciation to record on an annual basis. These assessments have a direct impact on our net income because if we were to shorten the expected useful lives of our real estate investments, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.

Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods.

Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.

The assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining term of the respective mortgages.

Impairment of Long Lived Assets

When circumstances indicate the carrying value of a property may not be recoverable, we review the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.

Derivative Instruments

We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such agreements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions.

We 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 we have 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 is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.

Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements are described in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements.

~~Results of Operations~~Properties

Our portfolio of real estate investment properties is comprised of the following 141414 properties, which were all 100% leased as of ~~March~~June 3130, 2015 (dollar amounts in thousands):

Portfolio Property	AcquisitionDate	Number ofProperties	SquareFeet	RemainingLeaseTerm (1)	Annualized Rental Income on a Straight-Line Basis (2)		~~BasePurchasePrice~~AnnualizedRental Income (32)per Square Foot		~~AnnualizedRental Income (2)per Square Foot~~
Family Dollar	Jan. 2012	2	16,000	6.75	$	138	$	~~1,453~~8.63	$	~~8.63~~
Dollar General	Jan. 2012	1	9,013	11.74	83		~~975~~9.21		~~9.21~~
Family Dollar II	Jan. 2012	1	8,320	6.30	90		~~991~~10.82		~~10.82~~
FedEx	Mar. 2012	1	111,865	11.86	1,518		~~19,740~~13.57		~~13.57~~
Circle K	May 2012	1	3,050	98.18	157		~~2,045~~51.48		~~51.48~~
Dollar General II	Oct. 2012	1	9,002	12.53	90		~~1,170~~10.00		~~10.00~~
Dollar General III	Dec. 2012	1	9,014	12.74	81		~~1,060~~8.99		~~8.99~~
Dollar General IV	Mar. 2013	1	9,026	1312.18	83		~~1,074~~9.20		~~9.20~~
O'Reilly Auto	Jul. 2013	1	6,800	11.85	75		~~972~~11.03		~~11.03~~
Advance Auto	Sep. 2013	1	7,000	8.85	53		~~715~~7.57		~~7.57~~
Davita Dialysis	Oct. 2013	1	5,934	8.97	59		~~609~~9.94		~~9.94~~
FedEx II	Dec. 2013	1	7,392	8.63	152		~~2,095~~20.56		~~20.56~~
Goodyear Tire	Jun. 2014	1	6,948	9.30	137		~~1,872~~19.72		~~19.72~~
		14	209,364	10.96	$	2,716	$	~~34,771~~12.97	$	~~12.97~~

_____________________

(1) Remaining lease term in years as of ~~March~~June 3130, 2015, calculated on a weighted-average basis.

(2) Annualized rental income on a straight-line basis is rental income on a straight-line basis as of ~~March~~June 3130, 2015, which includes the effect of tenant concessions such as free rent, as applicable.

~~(3)~~Results ~~Contract~~of ~~purchase price, excluding acquisition related costs.~~Operations

Comparison of the Three Months Ended ~~March~~June 3130, 2015 to Three Months Ended ~~March~~June 3130, 2014

Rental Income

Rental income increased $0.1 million to $0.7 million for the three months ended ~~March~~June 3130, 2015 from $0.6 million for the three months ended ~~March~~June 3130, 2014 ~~mainly due to our acquisition of one property since March 31, 2014~~. Same store cash rent on the ~~thirteen~~13 properties held for the full period in both of the three months ended ~~March~~June 3130, 2015 and 2014 remained consistent at $0.6 million. The annualized rental income per square foot of the properties at ~~March~~June 3130, 2015 and 2014 was $12.97 and $12.7093, respectively, with a weighted average remaining lease term of 10.96 years as of ~~March~~June 3130, 2015.

Operating Expense Reimbursements

Operating expense reimbursements increased to $4450,000 for the three months ended ~~March~~June 3130, 2015 compared to $2226,000 for the three months ended ~~March~~June 3130, 2014. Operating expense reimbursements represent reimbursements for taxes, property maintenance and other charges contractually due from the tenants per their respective leases. The increase in operating expense reimbursements was mainly driven by ~~our~~increases ~~acquisition~~in ofreal ~~one~~estate ~~property~~taxes ~~since~~and ~~March 31,~~the ~~2014~~timing of reimbursements for other properties. Same store operating expense reimbursements increased approximately $1618,000 to $3844,000 for the three months ended ~~March~~June 3130, 2015 from $2226,000 for the three months ended ~~March~~June 3130, 2014.

Property Operating Expenses

Property expenses increased to $4862,000 for the three months ended ~~March~~June 3130, 2015 compared to $2533,000 for the three months ended ~~March~~June 3130, 2014. These costs ~~relate~~consist toof expenses associated with maintaining certain properties, including real estate taxes, insurance and repairs and maintenance expenses. The increase in property expenses is mainly due to ~~our~~increases ~~acquisition~~in ofreal ~~one~~estate ~~property subsequent to March 31, 2014~~taxes. Same store property operating expenses increased approximately $1723,000 to $4256,000 for the three months ended ~~March~~June 3130, 2015 from $2533,000 for the three months ended ~~March~~June 3130, 2014 mainly related to increases in real estate taxes.

Acquisition and Transaction Related Costs

Acquisition and transaction related costs were $50,000 for the three months ended June 30, 2014 compared to no acquisition costs for the three months ended June 30, 2015. Acquisition and transaction related costs represent the costs related to the acquisition of properties. Acquisition and transaction related costs mainly consisted of legal costs, deed transfer costs and other costs related to real estate purchase transactions. Certain acquisition and transaction related costs are based on a percentage of the base purchase price of acquired real estate investment; as such, the increase in acquisition and transaction related costs was primarily a result of one real estate investment purchase during the three months ended June 30, 2014 compared to no acquisitions during the three months ended June 30, 2015.

General and Administrative Expenses

General and administrative expenses ~~decreased~~increased by approximately $30430,000 to $39460,000 for the three months ended ~~March~~June 3130, 2015 compared to $6930,000 for the three months ended ~~March~~June 3130, 2014. General and administrative expenses primarily included insurance, board of directors fees, taxes and the amortization of restricted stock. The ~~Advisor~~increase ~~elected~~in general and administrative expenses was primarily due to ~~absorb~~higher ~~approximately~~legal ~~$0.4~~fees, ~~million~~transfer agent fees and $0due diligence fees.2 ~~million~~In addition, the Advisor absorbed approximately $159,000 of general and administrative expenses ~~during~~for the three months ended ~~March~~June 3130, ~~2015~~2014. ~~and~~The ~~2014~~Advisor did not absorb any expenses during the three months ended June 30, ~~respectively.~~2015

Depreciation and Amortization Expense

Depreciation and amortization expense remained consistent at $0.5 million for the three months ended ~~March~~June 3130, 2015 and 2014. Same store depreciation and amortization expense also remained consistent at approximately $0.5 million for the three months ended ~~March~~June 3130, 2015 and 2014.

Interest Expense

Interest expense remained consistent at $0.2 million for the three months ended ~~March~~June 3130, 2015 and 2014. Interest expense primarily related to mortgage notes payable of $11.2 million with a weighted average effective interest rate of 4.12% and a $5.0 million note payable, which bore interest at 8.0%.

~~Cash~~Comparison ~~Flows~~of ~~for~~ the ~~Three~~Six Months Ended ~~March~~June 3130, 2015 to Six Months Ended June 30, 2014

~~During~~Rental the three months ended March 31, 2015, net cash provided by operating activities was $0.7 million. The level of cash flows used in or provided by operating activities is affected by the volume of acquisition activity, timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments. Cash inflows were attributable to net loss adjusted for non-cash items of $0.4 million in the aggregate (net loss of $0.1 million adjusted for depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs and share-based compensation of $0.5 million). Cash flows provided by operating activities during the three months ended March 31, 2015 included an increase of $0.3 million in accounts payable and accrued expenses, partially offset by an increase in prepaid expenses and other assets of $4,000.Income

~~There~~Rental ~~was~~income noincreased ~~net~~$0.1 million to $1.4 million for the six months ended June 30, 2015 compared to $1.3 million for the six months ended June 30, 2014. Same store cash ~~used~~rent inon ~~investing~~the ~~activities~~13 ~~during~~properties held for the ~~three~~full period in both of the six months ended ~~March~~June 3130, 2015 ~~since~~and ~~there~~2014 ~~were~~remained noconsistent ~~real~~at ~~estate~~$1.3 ~~acquisitions~~million, respectively. The annualized rental income per square foot of the properties at June 30, 2015 and 2014 was $12.97 and $12.93, respectively, with a weighted average remaining lease term of 10.6 years as of June 30, 2015.

~~Net~~Operating ~~cash~~Expense ~~used~~Reimbursements in financing activities of $0.4 million during the three months ended March 31, 2015 related to proceeds from the issuance of common stock of $0.7 million. The inflow was partially offset by $0.2 million of offering costs, $0.3 million in common stock repurchases and $0.2 million in distributions to stockholders and an increase in net receivable from Advisor for reimbursement of offering costs by $0.4 million.

~~Cash~~Operating ~~Flows~~expense reimbursements increased $46,000 to $94,000 for the ~~Three~~six ~~Months~~months ~~Ended~~ended ~~March~~June 3130, 2015 compared to $48,000 for the six months ended June 30, 2014. Operating expense reimbursements represent reimbursements for taxes, property maintenance and other charges contractually due from the tenants per their respective leases. The increase in operating expense reimbursements was mainly driven by increases in real estate taxes. Same store operating expense reimbursements increased by $34,000 from $48,000 for the six months ended June 30, 2014 to $82,000 for the six months ended June 30, 2015.

~~During~~Property ~~the~~Operating ~~three~~Expenses months ended March 31, 2014, net cash provided by operating activities was $0.5 million. The level of cash flows used in or provided by operating activities is affected by the volume of acquisition activity, timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments. Cash inflows were attributable to net income adjusted for non-cash items of $0.4 million in the aggregate (net loss of $0.1 million adjusted for depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs and share based compensation of $0.5 million). Cash flows provided by operating activities during the three months ended March 31, 2014 included an increase of $0.1 million in accounts payable and accrued expenses.

~~There~~Property ~~was~~expenses noincreased ~~net~~$52,000 ~~cash~~to ~~used~~$110,000 infor ~~investing~~the ~~activities~~six ~~during~~months ended June 30, 2015 compared to $58,000 for the ~~three~~six months ended ~~March~~June 3130, 2014. ~~since~~These ~~there~~costs ~~were~~relate noto expenses associated with maintaining certain properties, including real estate ~~acquisitions~~taxes, insurance and repairs and maintenance expenses. The increase in property expenses is mainly due to increases in real estate taxes. Same store property operating expenses increased $40,000 to $98,000 for the six months ended June 30, 2015 from $58,000 for the six months ended June 30, 2014.

~~Net~~Acquisition cash provided by financing activities of $0.3 million during the three months ended March 31, 2014 related to proceeds from the issuance of common stock of $1.1 million. The inflow was partially offset by payments related to offering costs of $0.3 million, $0.2 million in payments to affiliates, $0.2 million in common stock repurchases and ~~$0.2~~Transaction ~~million~~Related inCosts ~~distributions to stockholders.~~

Acquisition and transaction related costs were $50,000 for the six months ended June 30, 2014 compared to no acquisition costs for the six months ended June 30, 2015. Acquisition and transaction related costs represent the costs related to the acquisition of properties. Acquisition and transaction related costs mainly consisted of legal costs, deed transfer costs and other costs related to real estate purchase transactions. Certain acquisition and transaction related costs are based on a percentage of the base purchase price of acquired real estate investment. During the six months ended June 30, 2014 one real estate investment was acquired compared to no acquisitions during the six months ended June 30, 2015.

General and Administrative Expenses

General and administrative expenses increased $0.4 million to $0.5 million for the six months ended June 30, 2015 compared to $0.1 million for the six months ended June 30, 2014. General and administrative expenses primarily included insurance, board of directors fees, taxes and the amortization of restricted stock. The increase in general and administrative expenses was primarily due to higher legal fees, transfer agent fees and due diligence fees. The Advisor elected to absorb approximately $0.4 million and $0.3 million of general and administrative expenses during the six months ended June 30, 2015 and 2014, respectively.

Depreciation and Amortization Expense

Depreciation and amortization expense increased approximately $0.1 million to $1.0 million for the six months ended June 30, 2015 compared to $0.9 million for the six months ended June 30, 2014. The increase in depreciation and amortization expense was due to the timing of our acquisition of one property during the six months ended June 30, 2014 for an aggregate purchase price of $1.9 million. Same store depreciation and amortization expense remained consistent at $0.9 million for the six months ended June 30, 2015 and 2014, respectively.

Interest Expense

Interest expense remained consistent at $0.5 million for the six months ended June 30, 2015 and 2014, respectively. Interest expense primarily related to mortgage notes payable of $11.2 million with a weighted average effective interest rate of 4.12% and a $5.0 million note payable, which bore interest at 8.0%.

Cash Flows for the Six Months Ended June 30, 2015

During the six months ended June 30, 2015, net cash used in operating activities was $0.5 million. The level of cash flows used in or provided by operating activities is affected by the volume of acquisition activity, timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments. Cash outflows were attributable to a net loss adjusted for non-cash items of $0.4 million in the aggregate (net loss of $0.6 million adjusted for depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs and share-based compensation of $1.0 million). Cash flows used in operating activities during the six months ended June 30, 2015 included a decrease of $1.0 million in accounts payable and accrued expenses, partially offset by an increase in prepaid expenses and other assets of $59,000.

There was no net cash used in investing activities during the six months ended June 30, 2015.

Net cash provided by financing activities of $3.1 million during the six months ended June 30, 2015 related to proceeds from the issuance of common stock of $0.7 million and collection of net receivable from our Advisor for offering costs and expense reimbursements of $3.6 million. The inflow was partially offset by $0.1 million of offering costs, $0.7 million in common stock repurchases and $0.4 million in distributions to stockholders.

Cash Flows for the Six Months Ended June 30, 2014

During the six months ended June 30, 2014, net cash provided by operating activities was $1.0 million. The level of cash flows used in or provided by operating activities is affected by the volume of acquisition activity, timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments. Cash inflows were attributable to net income adjusted for non-cash items of $0.7 million in the aggregate (net loss of $0.3 million adjusted for depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs and share based compensation of $1.0 million). Cash flows provided by operating activities during the six months ended June 30, 2014 included an increase of $0.3 million in accounts payable and accrued expenses.

Net cash used in investing activities of $1.9 million during the six months ended June 30, 2014 was primarily related to the acquisition of one property with an aggregate purchase price of $1.9 million.

Net cash provided by financing activities of $1.5 million during the six months ended June 30, 2014 was related to proceeds from the issuance of common stock of $3.2 million. The inflow was partially offset by payments related to offering costs of $0.6 million, $0.3 million in payments to affiliates, $0.4 million in common stock repurchases and $0.4 million in distributions to stockholders.

Liquidity and Capital Resources

Our principal demands for funds will ~~continue to~~ be for the payment of operating expenses, ~~distributions to our stockholders, share redemption requests~~ and for the payment of principal and interest on our outstanding indebtedness. Expenditures are expected to be met from cash flows from operations. Other potential future sources of capital include proceeds from the sale of real estate properties, proceeds from secured or unsecured financings from banks or other lenders, proceeds from private offerings and undistributed funds from operations.

We have and expect to continue ~~using~~to maintain debt financing as a source of capital. Under our charter, the maximum amount of our total indebtedness shall not exceed 300% of our total “net assets” (as defined in our charter) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments; however, we may exceed that limit if approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such borrowing along with justification for exceeding such limit. This charter limitation, however, does not apply to individual real estate assets or investments. InAs ~~addition, it is currently our intention to limit our aggregate borrowings to up to 50%~~ of ~~the~~June 30, ~~aggregate fair market value of our assets~~2015, ~~unless borrowing a greater amount is approved by a majority of~~ our ~~independent~~secured ~~directors~~debt ~~and~~leverage ~~disclosed~~ratio to(secured ~~stockholders~~mortgage innotes ~~our~~payable ~~next~~divided ~~quarterly~~by ~~report following such borrowing along with justification for borrowing such a greater amount. This limitation, calculated after~~ the ~~close~~base ofpurchase ~~our~~price ~~offering and once we have invested substantially all the proceeds~~ of ~~our~~acquired ~~offering, will not apply to individual~~ real estate ~~assets or~~ investments.) Atwas ~~the~~approximately ~~date~~32.3%. ofOn ~~acquisition~~July of30, ~~each asset~~2015, weour ~~anticipate~~board ~~that~~of ~~the~~directors ~~cost~~approved ofthe ~~investment~~Plan for ~~such~~liquidation ~~asset~~of ~~will be substantially similar to its fair market value, which will enable us to satisfy our requirements under~~ the ~~NASAA REIT Guidelines. However~~Company, ~~subsequent~~therefore ~~events,~~we ~~including~~do ~~changes~~not inplan ~~the~~to ~~fair~~acquire ~~market~~new ~~value~~properties ofand ~~our~~do ~~assets,~~not ~~could~~expect ~~result~~to inacquire ~~our~~new ~~exceeding these limits. As of March 31, 2015, our secured~~ debt ~~leverage~~financing ~~ratio~~although ~~(secured~~we ~~mortgage~~may ~~notes~~have ~~payable~~the ~~divided~~ability byto ~~the~~obtain ~~base~~additional ~~purchase~~financing ~~price~~on ofexisting ~~acquired~~properties ~~real~~should ~~estate~~we ~~investments)~~choose ~~was~~to ~~approximately~~do 32so.~~3%.~~

Our board of directors ~~has~~ adopted athe ~~Share Repurchase Program (“~~SRP”) that ~~enables~~enabled our stockholders to sell their shares to us under limited circumstances. At the time a stockholder ~~requests~~requested a repurchase, we ~~may~~were able to, subject to certain conditions, repurchase the shares presented for repurchase for cash to the extent we ~~have~~had sufficient funds available to fund such repurchase.

~~The~~On ~~following~~July ~~table~~30, ~~summarizes~~2015, in connection with the ~~number~~Plan, our board of ~~shares~~directors ~~repurchased~~approved the termination of our SRP. We have processed all of the requests properly submitted under the SRP ~~cumulatively~~to ~~through~~date ~~March 31,~~and ~~2015:~~will not process further requests.

	Number of Requests	Number of Shares	Average Price per Share
Cumulative repurchases as of December 31, 2014	27	178,032	$	9.90
Three months ended March 31, 2015	8	30,303	10.07
Cumulative repurchases of March 31, 2015	35	208,335	$	9.93

The following table summarizes the number of shares repurchased under the SRP cumulatively through June 30, 2015:

As of March 31, 2015, we had cash of approximately $1.2 million. We expect cash flows from operations to pay debt service, pay operating expenses and pay stockholder distributions.



	Number of Requests	Number of Shares	Average Price per Share
Cumulative repurchases as of December 31, 2014	27	178,032	$	9.90
Six months ended June 30, 2015	20	79,696	10.10
Cumulative repurchases of June 30, 2015	47	257,728	$	9.96

As of June 30, 2015, we had cash of approximately $3.4 million. We expect cash flows from operations to pay debt service, pay operating expenses and pay stockholder distributions.

Funds from Operations and Modified Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a measure known as funds from operations (“FFO”), which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to net income or loss as determined under accounting principles generally accepted in the United States (“GAAP”).

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of real estate and asset impairment writedowns, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our FFO calculation complies with NAREIT’s policy described above.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may not be fully informative. Additionally, we believe it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions, which can change over time. An asset will only be evaluated for impairment if certain impairment indicators exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including operating revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future operating revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of

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operating revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO as described above, because impairments are based on estimated undiscounted future cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges.

Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of depreciation and amortization and impairments, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. However, FFO and modified funds from operations (“MFFO”), as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.

There have been changes in the accounting and reporting promulgations under GAAP that were put into effect in 2009 subsequent to the establishment of NAREIT’s definition of FFO, such as the change to expense as incurred rather than capitalize and depreciate acquisition fees and expenses incurred for business combinations. Management believes these fees and expenses do not affect our overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation, but have a limited and defined acquisition period. Due to the above factors and other unique features of publicly registered, non-listed REITs, the Investment Program Association (“IPA”), an industry trade group, has standardized a measure known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered non-listed REITs and which we believe to be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT having the characteristics described above. MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we continue to purchase a significant amount of new assets. We believe that, because MFFO excludes costs that we consider more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect our operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring our properties and once our portfolio is stabilized. By providing MFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance after our IPO has been completed and our portfolio has been stabilized. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry.

We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (“Practice Guideline”) issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized.

Our MFFO calculation complies with the IPA’s Practice Guideline described above. In calculating MFFO, we exclude acquisition-related fees and expenses, fair value adjustments of derivative financial instruments and the adjustments of such items related to non-controlling interests. Under GAAP, acquisition-related fees and expenses are characterized as operating expenses in determining operating net income during the period in which the asset is acquired. These expenses are paid in cash by us, and therefore such funds will not be available to invest in other assets, pay operating expenses or fund distributions. MFFO that excludes such costs and expenses would only be comparable to that of non-listed REITs that have completed their acquisition activities and have similar operating characteristics as us. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, we view fair value adjustments of derivatives as items which are unrealized. We view both gains and losses from dispositions of assets and fair value adjustments of derivatives as items which are not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. While we are responsible for managing interest rate, hedge and foreign exchange risk, we will retain an outside consultant to review all our hedging agreements. In as much as interest rate

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therefore typically adjusted for when assessing operating performance. While we are responsible for managing interest rate, hedge and foreign exchange risk, we will retain an outside consultant to review all our hedging agreements. In as much as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of ongoing operations. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to our investors.

We believe that management’s use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs, which have defined acquisition periods and targeted exit strategies, and allow us to evaluate our performance against other non-listed REITs. For example, acquisitions costs are funded from the proceeds of our Offering and other financing sources and not from operations. By excluding expensed acquisition-related costs, the use of MFFO provides information consistent with management’s analysis of the operating performance of the properties.

Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with GAAP measurements as an indication of our performance. MFFO has limitations as a performance measure for an offering such as our offering where the price of a share of common stock is a stated value and there is no net asset value determination during the offering stage and for a period thereafter. MFFO is useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete.

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.

The table below reflects the items deducted or added to net ~~income (~~loss) in our calculation of FFO and MFFO for the periods indicated:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2015			2014			2015			2014
Net loss (in accordance with GAAP)	$	(68499	)	$	(~~122~~140	)	$	(567	)	$	(262	)
Depreciation and amortization	484			464			968			928
FFO	416			342
FFO applicable to common shares	(15		)	324			401			666
Amortization of below-market lease liability	(10		)	—
Acquisition fees and expenses	—			50			—			50
Straight-line rent	(14		)	(15		)
Amortization of below-market lease liability	(10		)	—			(20		)	—
MFFO	$	392		$	327
Straight-line rent	(14		)	(14		)	(28		)	(29		)
MFFO applicable to common shares	$	(39	)	$	360		$	353		$	687

Distributions

On July 30, 2015, in connection with the Plan, our board of directors suspended the monthly distributions effective as of July 31, 2015. The final payment of distributions occurred on August 3, 2015 with respect to distributions payable for July. Prior to that time, commencing on September 15, 2011, our board of directors authorized and we ~~declared~~began declaring, a distribution, which iswas calculated based on stockholders of record each day during the applicable period at a rate of $0.0017260274 per share of common stock per day equivalent to $0.63 per annum based on a 365 day year. Our distributions ~~are~~were payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month.

The amount of distributions payable to our stockholders iswas determined by our board of directors and iswas dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to qualify and maintain our status as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). ~~Our board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.~~

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The following table shows the sources for the payment of distributions to common stockholders, including distributions on unvested restricted stock, for the period presented:

	Three Months Ended										Six Months Ended
	March 31, 2015					June 30, 2015					June 30, 2015
(Dollar amounts in thousands)	Dividends			Percentage of Distributions		Dividends			Percentage of Distributions		Dividends			Percentage of Distributions
Distributions:
Total distributions to common stockholders	$	391				$	404				$	795
Distributions paid in cash	$	192
Source of distribution coverage:
Distributions reinvested	199
Cash flows provided by operations	$	391		100.0	%	$	—		—	%	$	391		49.2	%
Total distributions	$	391
Repayment of receivable from affiliate	—			—	%	404			100.0	%	404			50.8	%
Source of distribution coverage:
Total sources of distribution coverage	$	391		100.0	%	$	404		100.0	%	$	795		100.0	%
Common stock issued under the DRIP	$	199		50.9	%
Cash flows provided by (used in) operations (GAAP basis)	$	712				$	(1,261	)			$	(549	)
Cash flows provided by operations	192			49.1	%
Net loss (in accordance with GAAP)	$	(68	)			$	(499	)			$	(567	)
Total sources of distribution coverage	$	391		100.0	%
Cash flows provided by operations (GAAP basis)	$	712
Net loss (in accordance with GAAP)	$	(68	)

The following table compares cumulative distributions paid to cumulative net loss (in accordance with GAAP):

	For the Period fromSeptember 10, 2010(date of inception) to
(In thousands)	~~March~~June 3130, 2015
Distributions paid:
Total distributions to common stockholders	$	3,482
Common stockholders in cash	$	1,778
Common stockholders pursuant to DRIP	1,281
Total distributions paid	$	3,059
Reconciliation of net loss:
Revenues	$	78,~~582~~321
Acquisition and transaction related	(906		)
Depreciation and amortization	(5,~~169~~653		)
Operating expenses	(~~967~~1,489		)
Other non-operating expenses	(3,~~266~~498		)
Net loss (in accordance with GAAP) (1)	$	(23,~~726~~225	)
Cash flows provided by operations	$	42,~~220~~959
FFO	$	2,~~443~~428

_____________________

(1) Net loss as defined by GAAP includes the non-cash impact of depreciation and amortization expense as well as costs incurred relating to acquisitions and related transactions.

For the three months ended March 31, 2015, cash flows provided by operations covered 49.1% of our distributions, calculated in accordance with GAAP. 50.9% of our distributions were reinvested in shares of our common stock issued pursuant to our DRIP. To the extent we pay distributions in excess of cash flows provided by operations, your investment may be adversely impacted. Since inception, our cumulative distributions have exceeded our cumulative FFO. See “Risk Factors — Distributions paid from sources other than our cash flows from operations, particularly from proceeds of our IPO, will result in us having fewer funds available for the acquisition of properties and other real estate-related investments and may dilute our stockholders' interests in us, which may adversely affect our ability to fund future distributions with cash flows from operations and may adversely affect our stockholders' overall return.”

Loan Obligations

The payment terms of our loan obligations require principal and interest amounts payable monthly with all unpaid principal and interest due at maturity. Our loan agreements stipulate that we comply with specific covenants, including the maintenance of certain financial ratios. As of ~~March~~June 3130, 2015, we were in compliance with the debt covenants under our loan agreements.

Our Advisor may, with approval from our independent board of directors, seek to borrow short-term capital that, combined with secured mortgage financing, exceeds our targeted leverage ratio. Such short-term borrowings may be obtained from third parties on a case-by-case basis as acquisition opportunities present themselves simultaneous with our capital raising efforts. We view the use of short-term borrowings as an efficient and accretive means of acquiring real estate in advance of raising equity capital. Accordingly, we can take advantage of buying opportunities as we expand our fund raising activities. As additional equity capital is obtained, these short-term borrowings will be repaid.

Contractual Obligations

The following is a summary of our contractual obligations as of ~~March~~June 3130, 2015:

			April 1, 2015 - December 31, 2015
			July 1, 2015 - December 31, 2015
(In thousands)	Total				2016-2017		2018-2019		Thereafter
Principal payments due on mortgage notes payable	$	11,246	$	—	$	11,246	$	—	$	—
Interest payments due on mortgage notes payable	~~946~~829		~~350~~233		596		—		—
Principal payments due on notes payable	5,000		—		5,000		—		—
Interest payments due on notes payable	~~400~~300		~~300~~200		100		—		—
	$	17,~~592~~375	$	~~650~~433	$	16,942	$	—	$	—

Election as a REIT

We qualified to be taxed as a REIT under Sections 856 through 860 of the ~~Internal Revenue~~ Code ~~of 1986~~, ~~as amended (the “Code”),~~ commencing with our taxable year ended December 31, 2013. Commencing with such taxable year, we were organized and operate in such a manner as to qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner to qualify for taxation as a REIT, but no assurance can be given that we will operate in a manner so as to qualify or remain qualified as a REIT. In order to qualify and continue to qualify for taxation as a REIT, we must distribute annually at least 90% of our REIT taxable income. ~~REITs~~(which ~~are~~does ~~subject~~not equal net income as calculated in accordance with GAAP) determined without regard to the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. Even if we qualify for taxation as a REIT, we may be subject to certain federal, state, local and foreign taxes on our income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease our earnings and our available cash.

Inflation

We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. In addition, we may be required to pay costs for maintenance and operation of properties, which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation.

Related-Party Transactions and Agreements

We have entered into agreements with entities under common control with our Sponsor, whereby we have paid or may in the future pay certain fees or reimbursements to our Advisor, its affiliates and entities under common control with our Advisor in connection with acquisition and financing activities, sales and maintenance of common stock in our IPO, transfer agency services, asset and property management services and reimbursement of operating and offering related costs. See Note 10 — Related Party Transactions and Arrangements to our financial statements included in this report for a discussion of the various related party transactions, agreements and fees.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

3132

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our long-term debt, which consists of secured financings and unsecured notes payable, bears interest at fixed rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.

As of ~~March~~June 3130, 2015, our debt included fixed-rate secured mortgage financings and secured mortgage financing with rates fixed through the use of derivative instruments and a note payable, with a carrying value of $16.2 million and a fair value of $16.65 million. Changes in market interest rates on our fixed-rate debt impact the fair value of the notes, but it has no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points and our fixed rate debt balance remains constant, we expect the fair value of our obligation to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed–rate debt assumes an immediate 100 basis point move in interest rates from their ~~March~~June 3130, 2015 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by approximately $8669,000. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by approximately $4835,000.

These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and assuming no other changes in our capital structure. As the information presented above includes only those exposures that existed as of ~~March~~June 3130, 2015, it does not consider exposures or positions arising after that date. The information represented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of such period, that our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in our reports that we file or submit under the Exchange Act.

Internal Control Over Financial Reporting

Changes in Internal Control Over Financial Reporting

During the three months ended ~~March~~June 3130, 2015, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3233

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

As of the end of the period covered by this Quarterly Report on Form 10-Q, we are not a party to, and none of our properties are subject to, any material pending legal proceedings.

Item 1A. Risk Factors.

There have been no material changes to the risk factors previously discussed in the Annual Report on Form 10-K for the year ended December 31, 2014, except as amended and supplemented from time to time, ~~except~~including asby the risk factors set forth ~~below:~~on pages 9 to 13 in the Company’s Proxy Statement for the Special Meeting of Stockholders filed on August 5, 2015 (File No. 333-169821), which are incorporated herein by reference.

Distributions paid from sources other than our cash flows from operations will result in us having fewer funds available for the acquisition of properties and other real estate-related investments and may dilute your interests in us, which may adversely affect our ability to fund future distributions with cash flows from operations and may adversely affect their overall return.

Our cash flows provided by operations was approximately $0.7 million for the three months ended March 31, 2015. During the three months ended March 31, 2015, we paid distributions of approximately $0.4 million, of which approximately $0.2 million, or 49.1%, was funded from cash flows from operations and $0.2 million, or 50.9%, was reinvested in shares of our common stock issued pursuant to the DRIP. Additionally, we may in the future pay distributions from sources other than from our cash flows from operations.

Until we acquire additional properties or other real estate-related investments, we may not generate sufficient cash flows from operations to pay distributions. If we are unable to acquire additional properties or other real estate-related investments, these conditions may result in a lower return on your investment than you expect. If we have not generated sufficient cash flows from our operations and other sources, such as from borrowings, the sale of additional securities, advances from our Advisor, or our Advisor’s deferral, suspension or waiver of its fees and expense reimbursements, in order to fund distributions, we may use proceeds from borrowings. Moreover, our board of directors may change our distribution policy, in its sole discretion, at any time. Distributions made from offering proceeds were a return of capital to stockholders, from which we have already paid offering expenses in connection with our IPO. We have not established any limit on the amount of proceeds from our IPO that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would: (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences, if any; or (3) jeopardize our ability to qualify as a REIT.

Funding distributions from borrowings could restrict the amount we can borrow for investments, which may affect our profitability. Funding distributions with the sale of assets may affect our ability to generate cash flows. Funding distributions from the sale of additional securities could dilute your interest in us if we sell shares of our common stock or securities convertible or exercisable into shares of our common stock to third party investors. Payment of distributions from the mentioned sources could restrict our ability to generate sufficient cash flows from operations, affect our profitability and/or affect the distributions payable to you upon a liquidity event, any or all of which may have an adverse effect on your investment.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Registered Securities.

We did not sell any equity securities that were not registered under the Securities Act of 1933, as amended, during the ~~three~~six months ended ~~March~~June 3130, 2015.

On August 15, 2011, we commenced our initial public offering (“IPO”) on a “reasonable best efforts” basis of up to a maximum of 156.6 million shares of common stock, consisting of up to 101.0 million retail shares to be sold to the public through broker dealers and up to 55.6 million institutional shares to be sold through registered investment advisors and broker dealers that are managing wrap or fees-based accounts, pursuant to a registration statement on Form S-11 (File No. 333-169821) (the “Registration Statement”). The Registration Statement also covered up to 25.0 million shares of common stock pursuant to a distribution reinvestment plan (the “DRIP”), under which common stock holders ~~may~~would elect to have their distributions reinvested in additional shares of common stock. As of ~~March~~June 3130, 2015, we ~~have~~had sold 2,~~550~~522,~~587~~028 shares of our common stock, including unvested restricted shares and shares issued pursuant to the DRIP, and received total gross proceeds, net of repurchases, from the IPO of $25.31 million, including shares issued under the DRIP. On January 29, 2015, the board of directors made the determination to allow the IPO to terminate in accordance with its terms. Accordingly, the IPO terminated on February 11, 2015 and we will not seek to raise any additional capital through a follow-on offering. On April 29, 2015, we filed a registration statement on Form S-3D that ~~covers~~covered up to 84,000 shares of our common stock pursuant to an amended and restated dividend reinvestment plan. On May 6, 2015, we filed a post-effective amendment to the Registration Statement to deregister the unsold shares under the Registration Statement.

On 33July 30, 2015, our board of directors approved a Plan of Liquidation (the “Plan”) to sell all or substantially all of the assets owned by us and our OP and to liquidate and dissolve the Company and the OP. Implementation of the Plan is contingent upon stockholder approval.

On July 30, 2015, in anticipation of the implementation of the Plan, our board of directors suspended the monthly distributions and the DRIP (subject to any notice requirements contained therein), effective July 31, 2015. The final payment of distributions occurred on August 3, 2015 with respect to distributions payable for July. On the same day, our board of directors also terminated our Share Repurchase Program (“SRP”), Employee and Director Incentive Restricted Share Plan (the “RSP”), and the 2011 Stock Option Plan.

The following table reflects the offering costs associated with the issuance of common stock:

	Three Months Ended
	Six Months Ended
(Amounts in thousands)	~~March~~June 3130, 2015
Selling commissions and dealer manager fees	$	23
Other organization and offering costs	(~~137~~105		)
Total offering costs	$	(~~114~~82	)

~~The~~ Dealer Manager reallowed the selling commissions and a portion of the dealer manager fees to participating broker-dealers. The following table details the selling commissions incurred and reallowed related to the sale of common shares: 34

	Three Months Ended
(Amounts in thousands)	March 31, 2015
Total commissions incurred from the Dealer Manager	$	23
Less:
Commissions to participating brokers	(9		)
Reallowance to participating broker dealers	(2		)
Net to the Dealer Manager	$	12

Our dealer manager, Realty Capital Securities, LLC (the “Dealer Manager”), reallowed the selling commissions and a portion of the dealer manager fees to participating broker-dealers. The following table details the selling commissions incurred and reallowed related to the sale of common shares:

We were responsible for offering and related costs from the ongoing offering, excluding commissions, dealer manager fees and platform fees, up to a maximum of 1.5% of gross proceeds received from its ongoing offering of common stock, measured at the end of the offering. Offering costs in excess of the 1.5% cap, excluding commissions, dealer manager fees and platform fees, as of the end of the offering are the Advisor’s responsibility. As of March 31, 2015, offering and related costs exceeded the cap by $6.5 million. As of March 31, 2015, the Company has recorded a receivable of $3.0 million from the Advisor for all previously paid cumulative offering costs above the cap and, in addition, the Advisor has forgiven $3.6 million in payables previously recorded by the Company.



	Six Months Ended
(Amounts in thousands)	June 30, 2015
Total commissions incurred from the Dealer Manager	$	23
Less:
Commissions to participating brokers	(9		)
Reallowance to participating broker dealers	(2		)
Net to the Dealer Manager	$	12

We ~~have~~were ~~used~~responsible ~~substantially~~for ~~all~~offering ofand ~~the~~related ~~net~~costs ~~proceeds~~ from ~~our~~the ~~IPO~~ongoing tooffering, ~~acquire~~excluding acommissions, ~~diversified~~dealer ~~portfolio~~manager offees ~~income~~and ~~producing~~platform ~~real estate properties~~fees, ~~focusing~~up ~~primarily~~to ona ~~acquiring~~maximum ~~freestanding,~~of ~~single-tenant~~1.5% ~~bank~~of ~~branches,~~gross ~~convenience~~proceeds ~~stores,~~received ~~office,~~from ~~industrial~~its ~~and~~ongoing ~~retail~~offering ~~properties~~of ~~net~~common ~~leased~~stock, tomeasured ~~investment~~at ~~grade~~the ~~and~~end ~~other~~of ~~creditworthy~~the ~~tenants~~offering. WeOffering ~~may~~costs ~~also~~in ~~originate~~excess orof ~~acquire~~the ~~first~~1.5% ~~mortgage~~cap, ~~loans~~excluding ~~secured~~commissions, bydealer ~~real~~manager ~~estate.~~fees Asand ofplatform ~~March 31~~fees, ~~2015,~~as weof ~~have~~the ~~used~~end ~~$18.6 million~~ of ~~net~~the ~~proceeds~~offering ~~from~~are our ~~IPO~~advisor's, ~~and~~American ~~$16.2~~Realty ~~million~~Capital ofAdvisors ~~debt~~II, ~~financing~~LLC to(the ~~purchase~~“Advisor”), 14responsibility. ~~properties~~As ~~with an aggregate purchase price~~ of ~~$34.8~~June 30, ~~million~~2015, offering and ~~paid~~related ~~acquisition~~costs ~~fees~~exceeded ~~and~~the ~~expenses~~cap ofby $06.95 million~~, including $0~~.6 ~~million~~As toof ~~our~~June 30, ~~Advisor~~2015, ~~and~~the ~~its~~Company ~~affiliates,~~has ~~and~~recorded ~~financing~~a ~~coordination~~receivable ~~fees~~ of $01.40 million, ~~none~~from ofthe ~~which~~Advisor ~~was~~for all previously paid tocumulative ~~our~~offering ~~Advisor~~costs above the cap and ~~its~~reimbursements ~~affiliates~~of expenses.

We have used substantially all of the net proceeds from our IPO to acquire a diversified portfolio of income producing real estate properties, focusing primarily on acquiring freestanding, single-tenant bank branches, convenience stores, office, industrial and retail properties net leased to investment grade and other creditworthy tenants. We may also originate or acquire first mortgage loans secured by real estate. As of June 30, 2015, we have used $18.6 million of net proceeds from our IPO and $16.2 million of debt financing to purchase 14 properties with an aggregate purchase price of $34.8 million and paid acquisition fees and expenses of $0.9 million, including $0.6 million to our Advisor and its affiliates, and financing coordination fees of $0.4 million, none of which was paid to our Advisor and its affiliates.

Share Repurchase Program

	Number of Requests	Number of Shares	Average Price per Share
Cumulative repurchases as of December 31, 2014	27	178,032	$	9.90
Three months ended March 31, 2015	8	30,303	10.07
Cumulative repurchases as of March 31, 2015	35	208,335	$	9.93

The following table summarizes the number of shares repurchased under the SRP cumulatively through June 30, 2015:



	Number of Requests	Number of Shares	Average Price per Share
Cumulative repurchases as of December 31, 2014	27	178,032	$	9.90
Six months ended June 30, 2015	20	79,696	10.10
Cumulative repurchases as of June 30, 2015	47	257,728	$	9.96

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Table of Contents

Item 6. Exhibits.

The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC.
	By:	/s/ William M. Kahane
		William M. Kahane
		Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer)

	By:	/s/ Nicholas Radesca
		Nicholas Radesca
		Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

Date: ~~May~~August 1412, 2015

EXHIBITS INDEX

The following exhibits are included in this Quarterly Report on Form 10-Q for the quarter ended ~~March~~June 3130, 2015 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.		Description
2.1 *		Plan of Liquidation and Dissolution of the Company
10.1 (1)		Second Amended and Restated Advisory Agreement by and among American Realty Capital Daily Net Asset Value Trust, Inc., American Realty Capital Operating Partnership II, L.P. and American Realty Capital Advisors II, LLC dated as of June 26, 2015
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 American Realty Capital Daily Net Asset Value Trust, Inc.'s Quarterly Report on Form 10-Q for the three months ended March 31, 2015, 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
99.1 (2)		Proxy Statement for the Special Meeting of Stockholders filed on August 5, 2015
101 *		XBRL (eXtensible Business Reporting Language). The following materials from American Realty Capital Daily Net Asset Value Trust, Inc.'s Quarterly Report on Form 10-Q for the three months ended June 30, 2015, 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.


(1)	Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 26, 2015.


(2)	Incorporated by reference to the Proxy Statement for the Special Meeting of Stockholders (File No. 333-169821) filed with the SEC on August 5, 2015.

Interest Rate Derivative

Number of
Instruments

Notional Amount

Interest rate swap as of June 30, 2015

Interest rate swap as of December 31, 2014

Filing Compare · American Realty Capital Daily Net Asset Value Trust, Inc.