Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 13, 2017 | Jun. 30, 2016 | |
Class of Stock [Line Items] | |||
Entity Registrant Name | NorthStar/RXR New York Metro Real Estate, Inc. | ||
Entity Central Index Key | 1,603,671 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Amendment Flag | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 0 | ||
Class A | |||
Class of Stock [Line Items] | |||
Entity common stock | 983,437 | ||
Class T | |||
Class of Stock [Line Items] | |||
Entity common stock | 469,630 | ||
Class I | |||
Class of Stock [Line Items] | |||
Entity common stock | 83,932 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Assets | |||
Cash | $ 4,595,392 | $ 2,201,007 | |
Investment in unconsolidated venture, at fair value | 5,173,075 | 0 | |
Receivables, net | 876,676 | 0 | |
Total assets | [1] | 10,645,143 | 2,201,007 |
Liabilities | |||
Due to related party | 228,830 | 20,000 | |
Distribution payable | 4,677 | 0 | |
Total liabilities | [1] | 233,507 | 20,000 |
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of December 31, 2016 and December 31, 2015 | 0 | 0 | |
Additional paid-in capital | 9,937,027 | 2,178,587 | |
Retained earnings (accumulated deficit) | 462,308 | (999) | |
Total NorthStar/RXR New York Metro Real Estate, Inc. stockholders’ equity | 10,410,690 | 2,180,008 | |
Non-controlling interest | 946 | 999 | |
Total equity | 10,411,636 | 2,181,007 | |
Total liabilities and equity | $ 10,645,143 | 2,201,007 | |
Primary Beneficiary | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
VIE ownership interest | 99.99% | ||
Class A common | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Common stock | $ 7,657 | 2,420 | |
Class T common | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Common stock | 2,963 | 0 | |
Class I Common | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Common stock | $ 735 | $ 0 | |
[1] | Represents the consolidated assets and liabilities of NorthStar/RXR Operating Partnership, LP (the “Operating Partnership”). The Operating Partnership is a consolidated variable interest entity (“VIE”), of which the Company is the sole general partner and owns approximately 99.99%. As of December 31, 2016, the assets and liabilities of the Operating Partnership did not include any consolidated VIEs. Refer to Note 2, “Summary of Significant Accounting Policies”. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized (shares) | 400,000,000 | |
Class A common | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (shares) | 765,723 | 242,003 |
Common stock, shares outstanding (shares) | 765,723 | 242,003 |
Class T common | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (shares) | 296,314 | 0 |
Common stock, shares outstanding (shares) | 296,314 | 0 |
Class I | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (shares) | 73,524 | 0 |
Common stock, shares outstanding (shares) | 73,524 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Expenses | |||
Transaction costs | $ 144,767 | $ 0 | |
Asset management and other fees - related party | 148,370 | 0 | |
General and administrative expenses | 158,417 | 1,000 | |
Total expenses | 451,554 | 1,000 | |
Income (loss) before equity in earnings (losses) of unconsolidated venture | (451,554) | (1,000) | |
Equity in earnings (losses) of unconsolidated venture | 939,303 | 0 | |
Net income (loss) | 487,749 | (1,000) | |
Net (income) loss attributable to non-controlling interest | 53 | 1 | |
Net income (loss) attributable to NorthStar/RXR New York Metro Real Estate, Inc. common stockholders | $ 487,802 | $ (999) | |
Net income (loss) per share, basic/diluted (in dollars per share) | [1] | $ 1.27 | $ (0.03) |
Weighted average number of shares outstanding, basic/diluted (shares) | [1] | 384,829 | 29,024 |
[1] | (1)Adjusted to reflect the retroactive impact of the stock distribution issued in January 2017. Refer to Note 6, “Stockholders’ Equity”. |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Class A | Class T | Class I | Total Company’s Stockholders’ Equity | Common StockClass A | Common StockClass T | Common StockClass I | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Non-controlling Interests |
Beginning Balance (shares) at Dec. 31, 2014 | 22,223 | 0 | 0 | ||||||||
Beginning Balance at Dec. 31, 2014 | $ 201,007 | $ 200,007 | $ 222 | $ 0 | $ 0 | $ 199,785 | $ 0 | $ 1,000 | |||
Increase (Decrease) in Stockholder's Equity | |||||||||||
Net proceeds from issuance of common stock (shares) | 220,000 | 0 | 219,780 | ||||||||
Net proceeds from issuance of common stock | 1,981,000 | $ 2,000,000 | $ 0 | 1,981,000 | $ 2,198 | 1,978,802 | |||||
Net income (loss) | (1,000) | (999) | (999) | (1) | |||||||
Ending Balance (shares) at Dec. 31, 2015 | 242,003 | 0 | 0 | 242,003 | 0 | 0 | |||||
Ending Balance at Dec. 31, 2015 | 2,181,007 | 2,180,008 | $ 2,420 | $ 0 | $ 0 | 2,178,587 | (999) | 999 | |||
Increase (Decrease) in Stockholder's Equity | |||||||||||
Net proceeds from issuance of common stock (shares) | 501,000 | 296,000 | 74,000 | 500,903 | 296,308 | 73,524 | |||||
Net proceeds from issuance of common stock | 7,697,289 | $ 5,007,000 | $ 2,831,000 | $ 669,000 | 7,697,289 | $ 5,009 | $ 2,963 | $ 735 | 7,688,582 | ||
Issuance and amortization of equity-based compensation (shares) | 22,500 | ||||||||||
Issuance and amortization of equity based-based compensation | 66,354 | 66,354 | $ 225 | 66,129 | |||||||
Stock distributions declared (in shares) | 0 | 0 | 0 | ||||||||
Stock distributions declared | 0 | 0 | $ 0 | $ 0 | $ 0 | 568 | (568) | ||||
Dividends declared | (23,927) | (23,927) | (23,927) | ||||||||
Proceeds from distribution reinvestment plan (shares) | 317 | 6 | |||||||||
Proceeds from distribution reinvestment plan | 3,164 | 3,164 | $ 3 | 3,161 | |||||||
Net income (loss) | 487,749 | 487,802 | 487,802 | (53) | |||||||
Ending Balance (shares) at Dec. 31, 2016 | 765,723 | 296,314 | 73,524 | 765,723 | 296,314 | 73,524 | |||||
Ending Balance at Dec. 31, 2016 | $ 10,411,636 | $ 10,410,690 | $ 7,657 | $ 2,963 | $ 735 | $ 9,937,027 | $ 462,308 | $ 946 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Cash flows from operating activities: | ||
Net income (loss) | $ 487,749 | $ (1,000) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Amortization of equity-based compensation | 66,354 | 0 |
Equity in (earnings) losses of unconsolidated venture | (939,303) | 0 |
Dividends from unconsolidated venture | 64,070 | 0 |
Changes in assets and liabilities: | ||
Due to related party | 57,130 | 1,000 |
Net cash provided by (used in) operating activities | (264,000) | 0 |
Cash flows from investing activities: | ||
Investment in unconsolidated venture | (4,297,842) | 0 |
Net cash provided by (used in) investing activities | (4,297,842) | 0 |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 6,964,046 | 0 |
Net proceeds from issuance of common stock, related party | 8,267 | 2,000,000 |
Distributions paid on common stock | (19,250) | 0 |
Proceeds from distribution reinvestment plan | 3,164 | 0 |
Net cash provided by (used in) financing activities | 6,956,227 | 2,000,000 |
Net increase (decrease) in cash | 2,394,385 | 2,000,000 |
Cash at beginning of period | 2,201,007 | 201,007 |
Cash at end of period | 4,595,392 | 2,201,007 |
Supplemental disclosure of non-cash financing activities: | ||
Accrued cost of capital (refer to Note 4) | 210,711 | 19,000 |
Subscriptions receivable, gross | 935,687 | 0 |
Distribution payable | $ 4,677 | $ 0 |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization NorthStar/RXR New York Metro Real Estate, Inc. (the “Company”) was formed to acquire a high-quality commercial real estate (“CRE”) portfolio concentrated in the New York metropolitan area, and in particular New York City, with a focus on office, mixed-use properties and a lesser emphasis on multifamily properties. The Company intends to complement this strategy by originating and acquiring: (i) CRE debt, including subordinate loans and participations in such loans and preferred equity interests; and (ii) joint ventures and partnership interests in CRE related investments. The Company was formed on March 21, 2014 as a Maryland corporation and intends to make an election to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), commencing with the taxable year ending December 31, 2016 . The Company is externally managed and has no employees. Prior to January 11, 2017, the Company was managed by an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM) (“NSAM”). Effective January 10, 2017, NSAM completed its previously announced merger with Colony Capital, Inc. (“Colony”), NorthStar Realty Finance Corp. (“NorthStar Realty”), and Colony NorthStar, Inc. (“Colony NorthStar”), a wholly-owned subsidiary of NSAM, which we refer to as the mergers, with Colony NorthStar surviving the mergers and succeeding NSAM as one of the Company’s co-sponsors. As a result of the mergers, the Colony NorthStar became an internally-managed equity REIT, with a diversified real estate and investment management platform and publicly-traded on the NYSE under the ticker symbol “CLNS”. CNI NS/RXR Advisors, LLC, as successor to NSAM J-NS/RXR Ltd, or our Advisor, is now a subsidiary of Colony NorthStar. The Advisor manages the Company’s day-to-day operations pursuant to an advisory agreement. The mergers had no material impact on the Company’s operations. Colony NorthStar and its affiliates also provide asset management and other services to NorthStar Realty Europe Corp. (NYSE: NRE), other sponsored public retail-focused companies, private funds and any other companies Colony NorthStar and its affiliates may manage in the future, or collectively the Managed Companies, both in the United States and internationally. Substantially all business of the Company will be conducted through NorthStar/RXR Operating Partnership, LP (the “Operating Partnership”). The Company is the sole general partner and a limited partner of the Operating Partnership. NorthStar/RXR NTR OP Holdings LLC (the “Special Unit Holder”) (a joint venture between Colony NorthStar and RXR Realty) has invested $1,000 in the Operating Partnership and has been issued a separate class of limited partnership units (the “Special Units”), which is recorded as its non-controlling interest on the consolidated balance sheets. As the Company accepts subscriptions for shares, it will transfer substantially all of the net proceeds from the continuous, public offering to the Operating Partnership as a capital contribution. The Company’s charter authorizes the issuance of up to 400,000,000 shares of common stock with a par value of $0.01 per share and up to 50,000,000 shares of preferred stock with a par value of $0.01 per share. Of the total shares of common stock authorized 120,000,000 are classified as Class A shares (“Class A Shares”), 240,000,000 are classified as Class T shares (“Class T Shares”), and 40,000,000 are classified as Class I shares (“Class I Shares”). The board of directors of the Company is authorized to amend its charter, without the approval of the stockholders, to increase or decrease the aggregate number of shares of capital stock or the number of shares of any class or series that the Company has authority to issue or to classify and reclassify any unissued shares of common stock into one or more classes or series. On March 28, 2014, as part of its formation, the Company issued 16,667 shares of common stock to NorthStar Realty and 5,556 shares of common stock to a subsidiary of RXR for $0.2 million , all of which were subsequently renamed Class A shares. On February 9, 2015 , the Company’s registration statement on Form S-11 with the U.S. Securities and Exchange Commission (the “SEC”) was declared effective to offer a minimum of $2.0 million and a maximum of $2.0 billion in shares of common stock in a continuous, public offering, of which up to $1.8 billion can be offered pursuant to its primary offering (the “Primary Offering”) at a purchase price of $10.1111 per Class A Share and $9.5538 per Class T Share and up to $200.0 million pursuant to its distribution reinvestment plan (the “DRP”) at a purchase price of $9.81 per Class A Share and $9.27 per Class T Share. On December 23, 2015 , the Company commenced operations by satisfying the minimum offering requirement in the Primary Offering as a result of NorthStar Realty and RXR purchasing $1.5 million and $0.5 million in Class A Shares of common stock, respectively. On August 22, 2016, the Company filed a post-effective amendment to its registration statement that reclassified its common stock offered pursuant to its registration statement into Class A Shares, Class T Shares, and Class I Shares. The SEC declared the post-effective amendment effective on October 26, 2016. Pursuant to the registration statement, as amended, the Company is offering for sale up to $1.8 billion in shares of common stock at a price of $10.1111 per Class A Share, $9.5538 per Class T Share and $9.10 per Class I Share in the Primary Offering, and up to $200.0 million in shares under the DRP at a price of $9.81 per Class A Share, $9.27 per Class T Share and $9.10 per Class I Share. In November 2016 , the Company’s board of directors approved an extension of the Offering by one year to February 9, 2018. The Company’s board has the right to further extend or terminate the Offering at any time. The Primary Offering and the DRP are herein collectively referred to as the Offering. The Company retained NorthStar Securities, LLC, or NorthStar Securities, an affiliate of its Advisor and one of its co-sponsors, to serve as the dealer manager (the “Dealer Manager”) for the Primary Offering. The Dealer Manager is also responsible for marketing the shares being offered pursuant to the Primary Offering. The board of directors of the Company has the right to reallocate shares between the Primary Offering and the DRP. From inception through March 13, 2017 , the Company raised total gross proceeds of $13.9 million pursuant to the Offering, including gross proceeds of $10,522 pursuant to the DRP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates variable interest entities (“VIEs”), if any, where the Company is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All significant intercompany balances are eliminated in consolidation. Variable Interest Entities A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. The Company evaluates its investments and financings, including investments in unconsolidated ventures and securitization financing transactions, if any, to determine whether each investment or financing is a VIE. The Company analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. The Company adopted the new consolidation guidance (refer to Recent Accounting Pronouncements) on January 1, 2016 which resulted in the identification of the Operating Partnership as a VIE. Prior to the adoption of the standard, the Operating Partnership was consolidated under the voting interest model. The Operating Partnership is a VIE because the non-controlling interests do not have substantive kick-out or participating rights. The Company consolidates this entity because it controls all significant business activities. As of December 31, 2016 , the Company identified unconsolidated VIEs related to its investment in an unconsolidated venture. Based on management’s analysis, the Company determined that it is not the primary beneficiary. Accordingly, the VIEs are not consolidated in the Company’s financial statements as of December 31, 2016 . The Company did not provide financial support to the unconsolidated VIEs during the year ended December 31, 2016 . As of December 31, 2016 , there were no explicit arrangements or implicit variable interests that could require the Company to provide financial support to its unconsolidated VIEs. The Company’s maximum exposure to loss as of December 31, 2016 would not exceed its investment in the VIEs. Creditors of each of the VIEs have no recourse to the general credit of the Company. Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party or a simple majority vote. The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. Investments in Unconsolidated Ventures A non-controlling, unconsolidated ownership interest in an entity may be accounted for using the equity method or cost method, and for either method, elect the fair value option. The Company may account for an investment that does not qualify for equity method accounting using the cost method if the Company determines that it does not have significant influence. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Equity method investments are recognized using a cost accumulation model in which the investment is recognized based on the cost to the investor, which includes acquisition fees. The Company records as an expense certain acquisition costs and fees associated with consolidated investments deemed to be business combinations and capitalizes these costs for investments deemed to be acquisitions of an asset, including an equity method investment. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. The Company may account for an investment in an unconsolidated entity using either the equity or cost methods, but may choose to record the investment at fair value by electing the fair value option. The Company elected the fair value option for its investment in an unconsolidated venture and records the corresponding results from operations, which includes dividends received and its share of the change in fair value of the underlying investment, as equity in earnings (losses) of unconsolidated venture on the consolidated statements of operations. The Company measures fair value using the net asset value (“NAV”) of the underlying investment as a practical expedient as permitted by the guidance on fair value measurement. Dividends received in excess of cumulative equity in earnings from the unconsolidated venture will be deemed as a return of capital. Non-controlling Interests A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and comprehensive income (loss) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. Comprehensive Income (Loss) The Company had no items of other comprehensive income (loss) (“OCI”), so its comprehensive income (loss) is the same as the net income (loss) for all periods presented. Fair Value Option The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. The Company will generally not elect the fair value option for its assets and liabilities. However, the Company has elected the fair value option for its investment in an unconsolidated venture. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity date of three months or less to be cash equivalents. Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash and cash equivalents with major financial institutions. To date, the Company has not experienced any losses on cash and cash equivalents. Acquisition Fees and Expenses The total of all acquisition fees and expenses for an investment, including acquisition fees to the Advisor Entities, cannot exceed, in the aggregate, 6.0% of the contract purchase price of such investment unless such excess is approved by a majority of the directors, including independent directors. For the year ended December 31, 2016 , total acquisition fees and expenses did not exceed the allowed limit for any investment. An acquisition fee incurred related to an equity investment will generally be expensed as incurred. An acquisition fee paid to the Advisor Entities related to the acquisition of an equity or debt investment in an unconsolidated joint venture is included in investments in unconsolidated ventures on the consolidated balance sheets when the fair value option is not elected for the investment, but is expensed as incurred when the fair value option is elected. An acquisition fee paid to the Advisor Entities related to the origination or acquisition of debt investments is included in debt investments, net on the consolidated balance sheets and is amortized to interest income over the life of the investment using the effective interest method. The Company records as an expense certain acquisition costs and fees associated with transactions deemed to be business combinations in which it consolidates the asset and capitalizes these costs for transactions deemed to be acquisitions of an asset, including an equity investment. Credit Losses and Impairment on Investments Investments in Unconsolidated Ventures The Company will review its investments in unconsolidated ventures for which the Company did not elect the fair value option on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value may be impaired or that its carrying value may not be recoverable. An investment is considered impaired if the projected net recoverable amount over the expected holding period is less than the carrying value. In conducting this review, the Company will consider U.S. and global macroeconomic factors, including real estate sector conditions, together with investment specific and other factors. To the extent an impairment has occurred and is considered to be other than temporary, the loss will be measured as the excess of the carrying value of the investment over the estimated fair value and recorded in equity in earnings (losses) of unconsolidated ventures in the consolidated statements of operations. Organization and Offering Costs The Advisor Entities, or their affiliates, are entitled to receive reimbursement for organization and offering costs paid on behalf of the Company in connection with the Offering. The Company is obligated to reimburse the Advisor Entities, or their affiliates, as applicable, for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees, distribution fees and other organization and offering costs do not exceed 15.0% of gross offering proceeds from the Offering. The Advisor Entities do not expect reimbursable organization and offering costs, excluding selling commissions, dealer manager fees and distribution fees, to exceed $18.0 million , or approximately 1.0% of the total proceeds available to be raised from the Offering. The Company records organization and offering costs each period based upon an allocation determined by the expectation of total organization and offering costs to be reimbursed. Organization costs are recorded as an expense in general and administrative expenses in the consolidated statements of operations and offering costs are recorded as a reduction to equity. Equity-Based Compensation The Company accounts for equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, are amortized to compensation expense over the awards’ vesting period on a straight-line basis. Equity-based compensation is classified within general and administrative expense in the consolidated statements of operations. I ncome Taxes The Company intends to elect to be taxed as a REIT under the Internal Revenue Code and to operate as such, commencing with its taxable year ended December 31, 2016 . The Company had little or no taxable income prior to electing REIT status. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to its stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with U.S. GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company intends to operate in such a manner as to qualify for treatment as a REIT. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting update requiring a company to recognize as revenue the amount of consideration it expects to be entitled to in connection with the transfer of promised goods or services to customers. The accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. In July 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The effective date of the new revenue standard for the Company will be January 1, 2018. Leases are specifically excluded from this guidance and will be governed by the applicable lease codification; however, this update may have implications in certain variable payment terms included in lease agreements and in sale and leaseback transactions. The Company is currently assessing the potential effect of the adoption on its consolidated financial statements and related disclosures, as applicable. In February 2015, the FASB issued updated guidance that changes the rules regarding consolidation. The pronouncement eliminates specialized guidance for limited partnerships and similar legal entities and removes the indefinite deferral for certain investment funds. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company adopted this guidance in the first quarter 2016 and determined the Company’s Operating Partnership is considered a VIE. The Company is the primary beneficiary of the VIE, the VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. As such, this standard did not have a material impact on the Company’s consolidated financial position or results of operations. In January 2016, the FASB issued an accounting update that addressed certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair value be measured at fair value with changes in fair value recognized in results of operations. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not have any equity investments with readily determinable fair value recorded as available-for-sale. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued an accounting update that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The update requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Additionally, the new update will require that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under this guidance, allocated payroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead will be expensed as incurred. Lessors will continue to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The new guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company continues to assess the potential effect that adoption of the updated guidance will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance clarifying that an assessment of whether an embedded contingent put or call option is clearly and closely related to a borrowing requires only an analysis of the four-step decision sequence. Additionally, entities are not required to separately assess whether the contingency itself is clearly and closely related. Entities are required to apply the guidance to existing instruments in scope using a modified retrospective transition method as of the period of adoption. The guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those years. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance which eliminates the requirement for an investor to retroactively apply the equity method when its increase in ownership interest (or degree of influence) in an investee triggers equity method accounting. The update requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The update should be applied prospectively upon their effective date to increases in the level of ownership interests or degree of influence that results in the adoption of the equity method. The guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The Company will adopt the new guidance prospectively on January 1, 2017 and does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance which amends several aspects of the accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company will adopt the new guidance prospectively on January 1, 2017 and does not expect the adoption of this standard to have a material impact on its consolidated financial position, results of operations and financial statement disclosures. In June 2016, the FASB issued guidance that changes the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures (e.g., loan commitments). The new guidance is effective for reporting periods beginning after December 15, 2019 and will be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoption of this guidance will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued guidance that makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The new guidance requires adoption on a retrospective basis unless it is impracticable to apply, in which case the company would be required to apply the amendments prospectively as of the earliest date practicable. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In November 2016, the FASB issued guidance which requires entities to show the changes in the total of cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for reporting periods beginning after December 15, 2017 and will be applied retrospectively to all periods presented. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued guidance to clarify the definition of a business under ASC 805. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The amendments in this update will be applied on a prospective basis. The Company expects that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets). In January 2017, the FASB issued guidance which removes Step 2 from the goodwill impairment test. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently assessing the potential effect the adoption of this guidance will have on its consolidated financial statements and related disclosures. |
Investment in Unconsolidated Ve
Investment in Unconsolidated Venture | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Venture | Investment in Unconsolidated Venture The following is a description of the Company’s investment in an unconsolidated venture, which the Company has elected to account for under the fair value option. 1285 Avenue of the Americas Venture In May 2016 , the Company, through a subsidiary of its operating partnership, completed the acquisition of a 0.2867% non-controlling interest in 1285 Avenue of the Americas (“1285 AoA”), a 1.8 million square foot Class-A office building located in midtown Manhattan for a purchase price of approximately $1.9 million , including closing costs. The remainder of the building is owned by institutional investors and funds affiliated with the Company’s Sub-advisor. The acquisition was part of an approximately $1.65 billion transaction sourced by RXR, the Company’s co-sponsor and affiliate of its Sub-advisor. The purchase of 1285 AoA was financed by the purchasers with $1.1 billion of acquisition financing and an additional $100.0 million future funding facility, with a seven -year term at a weighted average fixed interest rate of approximately 4.3% per annum. The purchase was approved by the Company’s board of directors, including all of its independent directors. In December 2016 , the Company increased its equity investment in 1285 AoA by contributing an additional $2.4 million into the venture. As of December 31, 2016 , the Company’s non-controlling interest in 1285 AoA was approximately 1.0% . It is accounted for as a cost method investment pursuant to ASC 323, “Investments-equity method and joint ventures,” for which the Company has elected the fair value option. As of December 31, 2016 , the carrying value of the Company’s investment was $5.2 million . For the year ended December 31, 2016 , the Company recognized equity in earnings (losses) of unconsolidated venture of $939,303 comprising dividends received of $64,070 and an increase in fair value of the investment of $875,233 . |
Related Party Arrangements
Related Party Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | Related Party Arrangements Advisor Entities Subject to certain restrictions and limitations, the Advisor Entities are responsible for managing the Company’s affairs on a day-to-day basis and for identifying, acquiring, originating and asset managing investments on behalf of the Company. The Advisor Entities may delegate certain of their obligations to affiliated entities, which may be organized under the laws of the United States or foreign jurisdictions. References to the Advisor Entities include the Advisor Entities and any such affiliated entities. For such services, to the extent permitted by law and regulations, the Advisor Entities receive fees and reimbursements from the Company, of which the Sub-advisor generally receives 50% of all fees and up to 25% of all reimbursements. In June 2016, the Company’s advisory agreement with the Advisor was renewed for an additional one -year term commencing on June 30, 2016, and accordingly, the term of the Company’s sub-advisory agreement with the Sub-advisor was also extended for one year. Both agreements were renewed on terms identical to those in effect through June 30, 2016. Subsequent to year-end, on February 7, 2017, the Company entered into an amended and restated advisory agreement with its Advisor for a term ending June 30, 2017. Refer to Note 9 - Subsequent Events to the Consolidated Financial Statements. The Company pays the Sub-advisor, or its affiliates, development, leasing, property management and construction related service fees that are usual and customary for owners and operators in the geographic area of the property. Below is a description and table of the fees and reimbursements in effect through December 31, 2016 incurred to the Advisor Entities. Fees to Advisor Entities Asset Management Fee The Advisor Entities receives a monthly asset management fee equal to one-twelfth of 1.25% of the sum of the amount funded or allocated for CRE investments, including expenses and any financing attributable to such investments, less any principal received on debt and securities investments (or the proportionate share thereof in the case of an investment made through a joint venture). Subsequent to year-end, on February 7, 2017, pursuant to an amended and restated advisory agreement between the Company and its Advisor, the monthly asset management fee was reduced to one-twelfth of 1.0% of the sum of the amount funded or allocated for CRE investments, including expenses and any financing attributable to such investments, less any principal received on debt and securities investments (or the proportionate share thereof in the case of an investment made through a joint venture). Incentive Fee The Advisor, or its affiliates, is entitled to receive distributions equal to 15.0% of net cash flows of the Company, whether from continuing operations, repayment of loans, disposition of assets or otherwise, but only after stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital. Acquisition Fee The Advisor Entities also receives fees for providing structuring, diligence, underwriting advice and related services in connection with real estate acquisitions equal to 2.25% of each real estate property acquired by the Company, including acquisition costs and any financing attributable to an equity investment (or the proportionate share thereof in the case of an indirect equity investment made through a joint venture or other investment vehicle) and 1.0% of the amount funded or allocated by the Company to acquire or originate CRE debt investments, including acquisition costs and any financing attributable to such investments (or the proportionate share thereof in the case of an indirect investment made through a joint venture or other investment vehicle). An acquisition fee incurred related to an equity investment is generally expensed as incurred. A fee paid to the Advisor Entities in connection with the acquisition of an equity or CRE debt investment in an unconsolidated joint venture is generally included in investments in unconsolidated ventures on the consolidated balance sheets when the fair value option is not elected for the investment, but is expensed as incurred when the fair value option is elected. A fee paid to the Advisor Entities in connection with the origination or acquisition of CRE debt investments is included in CRE debt investments, net on the consolidated balance sheets and is amortized to interest income over the life of the investment using the effective interest method. Subsequent to year-end, on February 7, 2017, pursuant to an amended and restated advisory agreement between the Company and its Advisor, acquisition fees payable to the Advisor Entities were eliminated. Disposition Fee For substantial assistance in connection with the sale of investments and based on the services provided, as determined by the Company’s independent directors, the Advisor Entities receive a disposition fee equal to 2.0% of the contract sales price of each property sold and 1.0% of the contract sales price of each CRE debt investment sold or syndicated. The Company does not pay a disposition fee upon the maturity, prepayment, workout, modification or extension of a CRE debt investment unless there is a corresponding fee paid by the borrower, in which case the disposition fee is the lesser of: (i) 1.0% of the principal amount of the CRE debt investment prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a property as a result of a workout or foreclosure of a CRE debt investment, the Company will pay a disposition fee upon the sale of such property. A disposition fee from the sale of an investment is generally expensed and included in asset management and other fees - related party in the Company’s consolidated statements of operations. A disposition fee for a CRE debt investment incurred in a transaction other than a sale is included in CRE debt investments, net on the consolidated balance sheets and is amortized to interest income over the life of the investment using the effective interest method. Subsequent to year-end, on February 7, 2017, pursuant to an amended and restated advisory agreement between the Company and its Advisor, disposition fees payable to the Advisor Entities were eliminated. Reimbursements to Advisor Entities Operating Costs The Advisor Entities are entitled to receive reimbursement for direct and indirect operating costs incurred by the Advisor Entities in connection with administrative services provided to the Company. The Advisor Entities allocate, in good faith, indirect costs to the Company related to the Advisor Entities and their affiliates’ employees, occupancy and other general and administrative costs and expenses in accordance with the terms of, and subject to the limitations contained in, the advisory agreement with the Advisor Entities. The indirect costs include the Company’s allocable share of the Advisor Entities compensation and benefit costs associated with dedicated or partially dedicated personnel who spend all or a portion of their time managing the Company’s affairs, based upon the percentage of time devoted by such personnel to the Company’s affairs. The indirect costs also include rental and occupancy, technology, office supplies, travel and entertainment and other general and administrative costs and expenses also allocated based on the percentage of time devoted by personnel to the Company’s affairs. However, there is no reimbursement for personnel costs related to executive officers (although there may be reimbursement for certain executive officers of the Advisor) and other personnel involved in activities for which the Advisor Entities receive an acquisition fee or a disposition fee. The Advisor Entities allocate these costs to the Company relative to its and its affiliates’ other managed companies in good faith and has reviewed the allocation with the Company’s board of directors, including its independent directors. The Advisor Entities update the board of directors on a quarterly basis of any material changes to the expense allocation and provide a detailed review to the board of directors, at least annually, and as otherwise requested by the board of directors. The Company reimburses the Advisor Entities quarterly for operating costs (including the asset management fee) based on a calculation for the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of its average invested assets; or (ii) 25.0% of its net income determined without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of assets for that period, or the 2% / 25% Guidelines. Notwithstanding the above, the Company may reimburse the Advisor Entities for expenses in excess of this limitation if a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. The Company calculates the expense reimbursement quarterly based upon the trailing twelve -month period. Organization and Offering Costs The Advisor Entities are entitled to receive reimbursement for organization and offering costs paid on behalf of the Company in connection with the Offering. The Company is obligated to reimburse the Advisor Entities, as applicable, for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees, distribution fees and other organization and offering costs do not exceed 15% of gross proceeds from the Offering. The Advisor Entities do not expect reimbursable organization and offering costs, excluding selling commissions, dealer manager fees, and distribution fees, to exceed $18.0 million , or approximately 1.0% of the total proceeds available to be raised from the Primary Offering. The Company shall not reimburse the Advisor Entities for any organization and offering costs that the Company’s independent directors determine are not fair and commercially reasonable to the Company. The Company records organization and offering costs each period based on an allocation of expected total organization and offering costs to be reimbursed. Organization costs are recorded in general and administrative expenses in the consolidated statements of operations and offering costs were recorded as a reduction to equity. Dealer Manager Selling Commissions, Dealer Manager Fees, and Distribution Fees Pursuant to a dealer manager agreement, the Company pays the Dealer Manager selling commissions of up to 7.0% of gross proceeds from the sale of Class A Shares and up to 2.0% of the gross proceeds from the sale of Class T Shares issued in the Primary Offering, all of which are reallowed to participating broker-dealers. The Company pays the Dealer Manager a dealer manager fee of up to 3.0% of gross proceeds from the sale of Class A Shares and up to 2.75% of the gross proceeds from the sale of Class T Shares issued in the Primary Offering, a portion of which is typically reallowed to participating broker-dealers and paid to certain employees of the Dealer Manager. No selling commissions or dealer manager fees are paid for the sale of Class I Shares. In addition, the Company pays the Dealer Manager a distribution fee of up to 1.0% annually of gross proceeds from the sale of Class T Shares issued in the Primary Offering, all of which are reallowed to participating broker-dealers. The Dealer Manager will cease receiving distribution fees with respect to each Class T Share upon the earliest of the following to occur: (i) a listing of the Company’s shares of common stock on a national securities exchange; (ii) such Class T Share is no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation, with respect to all Class A Shares and Class T Shares would be in excess of 10% of the gross proceeds of the Primary Offering; or (iv) the end of the month in which total underwriting compensation, with respect to Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount at the time of purchase of the primary Class T Shares held in such account. No selling commissions or dealer manager fees are paid for sales pursuant to the DRP or the Company’s distribution support agreement (“Distribution Support Agreement”). During the year ended December 31, 2016 , $145,565 of distribution fees were recorded as a reduction to stockholders’ equity. As of December 31, 2016 , the estimated liability for the present value of the expected future distribution fees payable to the Dealer Manager, which is included in due to related party on the Company’s consolidated balance sheets, with an offset to additional paid-in capital, was $142,236 . Summary of Fees and Reimbursements The following table presents the fees and reimbursements incurred to the Advisor Entities and the Dealer Manager for the years ended December 31, 2016 and 2015 and the amount due to related party as of December 31, 2016 and 2015 : Type of Fee or Reimbursement Due to Related Party as of Year Ended Due to Related Party as of Financial Statement Location December 31, 2015 Incurred Paid December 31, 2016 Fees to Advisor Entities Asset management Asset management and other fees-related party $ — $ 38,272 $ 37,653 $ 619 Acquisition (1) Asset management and other fees-related party — 110,098 110,098 — Disposition (1) Real estate debt investments, net — — — — Reimbursements to Advisor Entities Operating costs (2) General and administrative expenses — 83,665 27,590 56,075 Organization (3) General and administrative expenses 1,000 4,259 3,823 1,436 Offering (3) Cost of capital (4) 19,000 80,819 72,645 27,174 Selling commissions Cost of capital (4) — 354,699 354,699 — Dealer Manager Fees Cost of capital (4) — 228,931 228,931 — Distribution Fees Cost of capital (4) — 145,565 2,039 143,526 Total $ 20,000 $ 1,046,308 $ 837,478 $ 228,830 _________________________________________________ (1) Acquisition fees related to investments in unconsolidated joint ventures are generally included in investments in unconsolidated ventures on the consolidated balance sheets when the fair value option is not elected for the investment, but is expensed as incurred when the fair value option is elected. The Advisor Entities may determine to defer fees or seek reimbursement. From inception through December 31, 2016 , the Advisor waived $0.1 million of acquisition fees. (2) As of December 31, 2016 , the Advisor Entities have incurred unreimbursed operating costs on behalf of the Company of $11.1 million that remain eligible to allocate to the Company. For the year ended December 31, 2016 , total operating expenses included in the 2% / 25% Guidelines represented 3.2% of average invested assets and 25.0% of net income without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves. (3) As of December 31, 2016 , the Advisor Entities have incurred unreimbursed organization and offering costs on behalf of the Company of $4.7 million that remain eligible to allocate to the Company. (4) Cost of capital is included in net proceeds from issuance of common stock in the Company’s consolidated statements of equity. For the year ended December 31, 2016 , the ratio of offering costs to total capital raised was 9.5% Organization and offering costs incurred to the Company’s Advisor Entities for the year ended December 31, 2015 and outstanding as of such date amounted to $1,000 and $19,000 , respectively. The ratio of offering costs to total capital raised was 1.0% for the year ended December 31, 2015 . Distribution Support Agreement Pursuant to the Distribution Support Agreement, NorthStar Realty and RXR committed to purchase 75% and 25% , respectively, of up to an aggregate of $10.0 million in shares of the Company’s common stock at a current offering price for Class A shares, net of selling commissions and dealer manager fees, if cash distributions exceed modified funds from operations (as computed in accordance with the definition established by the Investment Program Association (“IPA”) and adjusted for certain items) to provide additional funds to support distributions to stockholders. On December 23, 2015 , NorthStar Realty and RXR purchased 164,835 and 54,945 shares of the Company’s Class A common stock for $1.5 million and $0.5 million , respectively, under the Distribution Support Agreement to satisfy the minimum offering requirement, which reduced the total commitment. For the year ended December 31, 2016 , pursuant to the Distribution Support Agreement, NorthStar Realty and RXR purchased an additional 682 and 227 shares of the Company’s Class A common stock, respectively, for an aggregate amount of approximately $8,267 . On November 10, 2016, the Company’s board of directors amended and restated the Distribution Support Agreement to extend the term of the Distribution Support Agreement for the period ending upon the termination of the primary portion of the Offering. NorthStar Realty and RXR In December 2013, NorthStar Realty entered into a strategic transaction with RXR. The investment in RXR includes an approximate 27% equity interest. As a result of Colony NorthStar’s equity interest in RXR, Colony NorthStar may be entitled to certain fees in connection with RXR’s investment management business. Sub-advisor Fees Affiliates of the Company’s Sub-advisor provide leasing and management services for the property underlying the Company’s unconsolidated venture in 1285 AoA. For the year ended December 31, 2016 , the Company’s indirect share of management fees incurred by the unconsolidated venture was approximately $12,000 and capitalized leasing commissions was approximately $73,000 . Refer to Note 3, “Investment in Unconsolidated Venture” to the Consolidated Financial Statements for further discussion of the Company’s investment in an unconsolidated venture. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation The Company adopted a long-term incentive plan (the “Plan”), which it may use to attract and retain qualified officers, directors, employees and consultants, as well as an independent directors compensation plan, which is a component of the Plan. All stock issued under the Plan will consist of Class A common stock unless the board of directors of the Company determines otherwise. The Company currently intends to issue awards only to its independent directors under the Plan. The Company will account for its equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, will be amortized to compensation expense over the vesting period on a straight-line basis. Equity-based compensation will be recorded in general and administrative expenses in the consolidated statements of operations. Pursuant to the Plan, the Company granted Class A Shares of restricted common stock to its three independent directors concurrent with when the Company made its first investment in May 2016. As of December 31, 2016 , the Company’s independent directors were granted a cumulative total of 22,500 Class A shares of restricted common stock for an aggregate value of $0.2 million , based on the share price on the date of each grant. The restricted common stock granted will vest quarterly over two years. However, the stock will become fully vested on the earlier occurrence of: (i) the termination of the independent director’s service as a director due to his or her death or disability; or (ii) a change in control of the Company. The Company recognized equity-based compensation expense of $66,354 for the year ended December 31, 2016 related to the issuance of restricted stock to the independent directors, which was recorded in general and administrative expenses in the consolidated statements of operations. Unvested shares totaled 16,875 as of December 31, 2016 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Reclassification of Shares: On August 22, 2016, the Company filed a post-effective amendment to its registration statement that reclassified its common stock offered pursuant to its registration statement into Class A Shares, Class T Shares, and Class I Shares. The SEC declared the post-effective amendment effective on October 26, 2016. Pursuant to the registration statement, as amended, the Company is offering for sale up to $1.8 billion in shares of common stock at a price of $10.1111 per Class A Share, $9.5538 per Class T Share and $9.10 per Class I Share in the Primary Offering, and up to $200.0 million in shares under the DRP at a price of $9.81 per Class A Share, $9.27 per Class T Share and $9.10 per Class I Share. The following table presents the differences in fees and selling commissions between the classes of the Company’s common stock: Class A Shares Class T Shares Class I Shares Initial Offering Price $10.1111 $9.5538 $9.1000 Selling Commissions (per share) 7.00% 2.00% None Dealer Manager Fee (per share) 3.00% 2.75% None Distribution Fee (per share) None 1.00% None Common Stock from Primary Offering The following table presents Class A, Class T, and Class I common shares the Company issued, and the corresponding gross proceeds generated, in connection with its Primary Offering for the years ended December 31, 2016 and 2015 and the period from inception through December 31, 2016 (in thousands): Class A Shares Class T Shares Class I Shares Year ended December 31, 2016 Share issuances 501 296 74 Gross proceeds $ 5,007 $ 2,831 $ 669 Year ended December 31, 2015 Share issuances 220 — — Gross proceeds $ 2,000 $ — $ — Inception through December 31, 2016 Share issuances 721 296 74 Gross proceeds $ 7,007 $ 2,831 $ 669 In November 2016 , the Company’s board of directors approved an extension of the Offering by one year to February 9, 2018. The board has the right to further extend or terminate the Offering at any time. Distribution Reinvestment Plan The Company adopted the DRP through which common stockholders may elect to reinvest an amount equal to the distributions declared on their shares in additional shares of the same class, in lieu of receiving cash distributions, at a price equal to $9.81 per Class A Share, $9.27 per Class T Share, and $9.10 per Class I Share until the Company establishes an estimated value per share for each class of share. Once established, shares issued pursuant to the DRP will be priced at 97% of the estimated value per share for each class of the common stock, as determined by the Advisor Entities or other firms chosen for that purpose. Pursuant to amended FINRA Rule 2310, the Company expects to establish an estimated value per share for each class of share from and after 150 days following the second anniversary of breaking escrow in the offering and annually thereafter. No selling commissions, dealer manager fees or distribution fees are paid on shares issued pursuant to the DRP. The amount available for distributions on all Class T shares will be reduced by the amount of distribution fees payable with respect to the Class T shares issued in the Primary Offering. The board of directors of the Company may amend, suspend or terminate the DRP for any reason upon ten -days’ notice to participants, except that the Company may not amend the DRP to eliminate a participant’s ability to withdraw from the DRP. As of December 31, 2016 , the Company raised gross proceeds of $3,164 pursuant to the DRP. Distributions In August 2016, the board of directors of the Company approved a daily cash distribution of $0.000273224 per share of Class A common stock and $0.000273224 per share of Class T common stock less the distribution fees that are payable with respect to such Class T Shares, which is equivalent to an annualized distribution amount of $0.10 per share of the Company’s common stock, less the distribution fee on Class T Shares. Cash distribution rates per share are not adjusted for the retroactive impact of the stock distribution issued in January 2017. Refer to Note 9, “Subsequent Events”. Distributions are generally paid to stockholders on the first business day of the month following the month for which the distribution has accrued. The following table presents distributions declared for the year ended December 31, 2016 : Distributions (1) Period Cash DRP Total 2016 First Quarter $ — Second Quarter 3,175 20 3,195 Third Quarter 7,637 1,205 8,842 Fourth Quarter 8,533 3,357 11,890 Total $ 19,345 $ 4,582 $ 23,927 _________________________________________________ (1) Represents distributions declared for the period, even though such distributions are actually paid to stockholders the month following such period. For the year ended December 31, 2016 , 100% of distributions paid was a return of capital. Share Repurchase Program The Company adopted a share repurchase program that may enable stockholders to sell their shares to the Company in limited circumstances (the “Share Repurchase Program”). The Company may not repurchase shares unless a stockholder has held shares for one year. However, the Company may repurchase shares held less than one year in connection with a stockholder’s death or disability (as disability is defined in the Internal Revenue Code) and after receiving written notice from the stockholder or the stockholder’s estate. The Company is not obligated to repurchase shares pursuant to the Share Repurchase Program. The Company may amend, suspend or terminate the Share Repurchase Program at its discretion at any time, subject to certain notice requirements. Stock Distribution In April 2016, the board of directors of the Company approved special stock distributions to all common stockholders of record on the close of business on the earlier of: (a) the date by which the Company raises $100 million pursuant to this offering and (b) December 31, 2016 . On December 31, 2016 , the Company declared, and on January 4, 2017, issued stock distributions to stockholders of record as of December 31, 2016 in the amount of 38,293 , 14,816 , and 3,676 shares of Class A, Class T and Class I common stock, respectively, based on 5.0% of the outstanding shares of each share class. On December 31, 2016 , the Company reduced its retained earnings by the par value of Class A, Class T and Class I common stock declared to be issued or $383 , $148 and $37 , respectively. The Company has retroactively adjusted net income (loss) per share and distributions declared per share data for all periods presented to reflect the impact of the stock distribution. No selling commissions or dealer manager fees were paid in connection with the issuance of the special stock distributions. In November 2016 , the board of directors of the Company authorized an additional special stock distribution to all Class A, Class T and Class I stockholders of record on the close of business on the earlier of: (a) the date on which the Company raises $25 million from the sale of shares pursuant to the Offering or (b) a date determined in the Company’s management’s discretion, but in any event no earlier than January 1, 2017 and no later than December 31, 2017. The special stock distribution will be in an amount equal in value to 10.0% of the current gross offering price of each issued and outstanding Class A, Class T and Class I Share on the record date. The special stock distribution will be issued in shares of the same class as the shares on which the stock distributions are being made within 90 days following the record date. No selling commissions or dealer manager fees will be paid in connection with the issuance of the special stock distribution. |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | Non-controlling Interest Operating Partnership Non-controlling interest includes the special limited partnership interest in the Operating Partnership held by the Special Unit Holder and is recorded as its non-controlling interest on the consolidated balance sheets as of December 31, 2016 and December 31, 2015 . Income (loss) attributable to the non-controlling interest is based on the Special Unit Holder’s share of the Operating Partnership’s income (loss) and was a de minimus amount for the year ended December 31, 2016 . |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair Value Measurement The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices for identical assets or liabilities in an active market. Level 2. Financial assets and liabilities whose values are based on the following: a) Quoted prices for similar assets or liabilities in active markets. b) Quoted prices for identical or similar assets or liabilities in non-active markets. c) Pricing models whose inputs are observable for substantially the full term of the asset or liability. d) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. During the second quarter of 2016, the Company adopted guidance issued by the FASB that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV as a practical expedient. Assets Measured at Fair Value on a Recurring Basis The following is a description of the valuation technique used to measure fair value of assets accounted for at fair value on a recurring basis and the general classification of the investment pursuant to the fair value hierarchy. Investment in Unconsolidated Venture The Company accounts for its equity investment in 1285 AoA through an unconsolidated venture at fair value based upon its share of the NAV of the underlying investment companies (the “1285 Investment Companies”). The Company continuously reviews the NAV provided by the 1285 Investment Companies, which were created solely for the purpose of pooling investor capital to invest in the 1285 AoA property. There is no active market for the Company’s ownership interest in the 1285 Investment Companies and any sale of the Company’s ownership interests is generally restricted and subject to approval by the general partner of the 1285 Investment Companies. Distributions from 1285 AoA will generally be received on a monthly basis. As of December 31, 2016 , the fair value of the Company’s investment in an unconsolidated venture was $5.2 million . As the Company utilizes NAV to determine fair value as a practical expedient, the Company will not present its investment in the unconsolidated venture within the fair value hierarchy. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Common Stock from Primary Offering For the period from January 1, 2017 through March 13, 2017 , the Company issued 178,735 shares of Class A common stock, 158,461 shares of Class T common stock and 6,703 shares of Class I common stock, representing gross proceeds of $1.8 million , $1.5 million and $0.06 million , respectively. Distributions On March 16, 2017 , the board of directors of the Company approved a daily cash distribution of $0.000273973 per share of common stock for each of the three months ended June 30, 2017. Distributions are generally paid to stockholders on the first business day of the month following the month for which the distribution was accrued. NorthStar Realty and RXR Purchase of Common Stock On March 16, 2017 , the Company’s board of directors approved the sale of 645 and 215 shares of the Company’s Class A common stock for $5,864 and $1,955 to NorthStar Realty and RXR, respectively, pursuant to the Distribution Support Agreement. Advisory Agreement On February 7, 2017, the Company entered into an amended and restated advisory agreement with its Advisor for a term ending June 30, 2017, which eliminates the acquisition fees payable to the Advisor Entities, eliminates the disposition fees payable to the Advisor Entities, and reduces the monthly asset management fee payable to the Advisor Entities from one-twelfth of 1.25% to one-twelfth of 1.0% of the cost of investment. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates variable interest entities (“VIEs”), if any, where the Company is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All significant intercompany balances are eliminated in consolidation. |
Variable Interest Entities | Variable Interest Entities A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. The Company evaluates its investments and financings, including investments in unconsolidated ventures and securitization financing transactions, if any, to determine whether each investment or financing is a VIE. The Company analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. The Company adopted the new consolidation guidance (refer to Recent Accounting Pronouncements) on January 1, 2016 which resulted in the identification of the Operating Partnership as a VIE. Prior to the adoption of the standard, the Operating Partnership was consolidated under the voting interest model. The Operating Partnership is a VIE because the non-controlling interests do not have substantive kick-out or participating rights. The Company consolidates this entity because it controls all significant business activities. |
Voting Interest Entities | Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party or a simple majority vote. The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. |
Investments in Unconsolidated Ventures | Investments in Unconsolidated Ventures A non-controlling, unconsolidated ownership interest in an entity may be accounted for using the equity method or cost method, and for either method, elect the fair value option. The Company may account for an investment that does not qualify for equity method accounting using the cost method if the Company determines that it does not have significant influence. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Equity method investments are recognized using a cost accumulation model in which the investment is recognized based on the cost to the investor, which includes acquisition fees. The Company records as an expense certain acquisition costs and fees associated with consolidated investments deemed to be business combinations and capitalizes these costs for investments deemed to be acquisitions of an asset, including an equity method investment. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. The Company may account for an investment in an unconsolidated entity using either the equity or cost methods, but may choose to record the investment at fair value by electing the fair value option. The Company elected the fair value option for its investment in an unconsolidated venture and records the corresponding results from operations, which includes dividends received and its share of the change in fair value of the underlying investment, as equity in earnings (losses) of unconsolidated venture on the consolidated statements of operations. The Company measures fair value using the net asset value (“NAV”) of the underlying investment as a practical expedient as permitted by the guidance on fair value measurement. Dividends received in excess of cumulative equity in earnings from the unconsolidated venture will be deemed as a return of capital. |
Non-controlling Interests | Non-controlling Interests A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and comprehensive income (loss) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. |
Estimates | Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company had no items of other comprehensive income (loss) (“OCI”), so its comprehensive income (loss) is the same as the net income (loss) for all periods presented. |
Fair Value Option | Fair Value Option The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. The Company will generally not elect the fair value option for its assets and liabilities. However, the Company has elected the fair value option for its investment in an unconsolidated venture. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices for identical assets or liabilities in an active market. Level 2. Financial assets and liabilities whose values are based on the following: a) Quoted prices for similar assets or liabilities in active markets. b) Quoted prices for identical or similar assets or liabilities in non-active markets. c) Pricing models whose inputs are observable for substantially the full term of the asset or liability. d) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. During the second quarter of 2016, the Company adopted guidance issued by the FASB that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV as a practical expedient. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity date of three months or less to be cash equivalents. Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash and cash equivalents with major financial institutions. To date, the Company has not experienced any losses on cash and cash equivalents. |
Acquisition Fees and Expenses | Acquisition Fees and Expenses The total of all acquisition fees and expenses for an investment, including acquisition fees to the Advisor Entities, cannot exceed, in the aggregate, 6.0% of the contract purchase price of such investment unless such excess is approved by a majority of the directors, including independent directors. For the year ended December 31, 2016 , total acquisition fees and expenses did not exceed the allowed limit for any investment. An acquisition fee incurred related to an equity investment will generally be expensed as incurred. An acquisition fee paid to the Advisor Entities related to the acquisition of an equity or debt investment in an unconsolidated joint venture is included in investments in unconsolidated ventures on the consolidated balance sheets when the fair value option is not elected for the investment, but is expensed as incurred when the fair value option is elected. An acquisition fee paid to the Advisor Entities related to the origination or acquisition of debt investments is included in debt investments, net on the consolidated balance sheets and is amortized to interest income over the life of the investment using the effective interest method. The Company records as an expense certain acquisition costs and fees associated with transactions deemed to be business combinations in which it consolidates the asset and capitalizes these costs for transactions deemed to be acquisitions of an asset, including an equity investment. |
Credit Losses and Impairment on Investments | Credit Losses and Impairment on Investments Investments in Unconsolidated Ventures The Company will review its investments in unconsolidated ventures for which the Company did not elect the fair value option on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value may be impaired or that its carrying value may not be recoverable. An investment is considered impaired if the projected net recoverable amount over the expected holding period is less than the carrying value. In conducting this review, the Company will consider U.S. and global macroeconomic factors, including real estate sector conditions, together with investment specific and other factors. To the extent an impairment has occurred and is considered to be other than temporary, the loss will be measured as the excess of the carrying value of the investment over the estimated fair value and recorded in equity in earnings (losses) of unconsolidated ventures in the consolidated statements of operations. |
Organization and Offering Costs | Organization and Offering Costs The Advisor Entities, or their affiliates, are entitled to receive reimbursement for organization and offering costs paid on behalf of the Company in connection with the Offering. The Company is obligated to reimburse the Advisor Entities, or their affiliates, as applicable, for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees, distribution fees and other organization and offering costs do not exceed 15.0% of gross offering proceeds from the Offering. The Advisor Entities do not expect reimbursable organization and offering costs, excluding selling commissions, dealer manager fees and distribution fees, to exceed $18.0 million , or approximately 1.0% of the total proceeds available to be raised from the Offering. The Company records organization and offering costs each period based upon an allocation determined by the expectation of total organization and offering costs to be reimbursed. Organization costs are recorded as an expense in general and administrative expenses in the consolidated statements of operations and offering costs are recorded as a reduction to equity. |
Equity-Based Compensation | Equity-Based Compensation The Company accounts for equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, are amortized to compensation expense over the awards’ vesting period on a straight-line basis. Equity-based compensation is classified within general and administrative expense in the consolidated statements of operations. The Company adopted a long-term incentive plan (the “Plan”), which it may use to attract and retain qualified officers, directors, employees and consultants, as well as an independent directors compensation plan, which is a component of the Plan. All stock issued under the Plan will consist of Class A common stock unless the board of directors of the Company determines otherwise. The Company currently intends to issue awards only to its independent directors under the Plan. The Company will account for its equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, will be amortized to compensation expense over the vesting period on a straight-line basis. Equity-based compensation will be recorded in general and administrative expenses in the consolidated statements of operations. |
Income Taxes | I ncome Taxes The Company intends to elect to be taxed as a REIT under the Internal Revenue Code and to operate as such, commencing with its taxable year ended December 31, 2016 . The Company had little or no taxable income prior to electing REIT status. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to its stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with U.S. GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company intends to operate in such a manner as to qualify for treatment as a REIT. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting update requiring a company to recognize as revenue the amount of consideration it expects to be entitled to in connection with the transfer of promised goods or services to customers. The accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. In July 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The effective date of the new revenue standard for the Company will be January 1, 2018. Leases are specifically excluded from this guidance and will be governed by the applicable lease codification; however, this update may have implications in certain variable payment terms included in lease agreements and in sale and leaseback transactions. The Company is currently assessing the potential effect of the adoption on its consolidated financial statements and related disclosures, as applicable. In February 2015, the FASB issued updated guidance that changes the rules regarding consolidation. The pronouncement eliminates specialized guidance for limited partnerships and similar legal entities and removes the indefinite deferral for certain investment funds. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company adopted this guidance in the first quarter 2016 and determined the Company’s Operating Partnership is considered a VIE. The Company is the primary beneficiary of the VIE, the VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. As such, this standard did not have a material impact on the Company’s consolidated financial position or results of operations. In January 2016, the FASB issued an accounting update that addressed certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair value be measured at fair value with changes in fair value recognized in results of operations. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not have any equity investments with readily determinable fair value recorded as available-for-sale. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued an accounting update that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The update requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Additionally, the new update will require that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under this guidance, allocated payroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead will be expensed as incurred. Lessors will continue to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The new guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company continues to assess the potential effect that adoption of the updated guidance will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance clarifying that an assessment of whether an embedded contingent put or call option is clearly and closely related to a borrowing requires only an analysis of the four-step decision sequence. Additionally, entities are not required to separately assess whether the contingency itself is clearly and closely related. Entities are required to apply the guidance to existing instruments in scope using a modified retrospective transition method as of the period of adoption. The guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those years. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance which eliminates the requirement for an investor to retroactively apply the equity method when its increase in ownership interest (or degree of influence) in an investee triggers equity method accounting. The update requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The update should be applied prospectively upon their effective date to increases in the level of ownership interests or degree of influence that results in the adoption of the equity method. The guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The Company will adopt the new guidance prospectively on January 1, 2017 and does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance which amends several aspects of the accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company will adopt the new guidance prospectively on January 1, 2017 and does not expect the adoption of this standard to have a material impact on its consolidated financial position, results of operations and financial statement disclosures. In June 2016, the FASB issued guidance that changes the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures (e.g., loan commitments). The new guidance is effective for reporting periods beginning after December 15, 2019 and will be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoption of this guidance will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued guidance that makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The new guidance requires adoption on a retrospective basis unless it is impracticable to apply, in which case the company would be required to apply the amendments prospectively as of the earliest date practicable. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In November 2016, the FASB issued guidance which requires entities to show the changes in the total of cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for reporting periods beginning after December 15, 2017 and will be applied retrospectively to all periods presented. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued guidance to clarify the definition of a business under ASC 805. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The amendments in this update will be applied on a prospective basis. The Company expects that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets). In January 2017, the FASB issued guidance which removes Step 2 from the goodwill impairment test. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently assessing the potential effect the adoption of this guidance will have on its consolidated financial statements and related disclosures. |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of Fees and Reimbursements to the Advisor Entities and Dealer Manager | The following table presents the fees and reimbursements incurred to the Advisor Entities and the Dealer Manager for the years ended December 31, 2016 and 2015 and the amount due to related party as of December 31, 2016 and 2015 : Type of Fee or Reimbursement Due to Related Party as of Year Ended Due to Related Party as of Financial Statement Location December 31, 2015 Incurred Paid December 31, 2016 Fees to Advisor Entities Asset management Asset management and other fees-related party $ — $ 38,272 $ 37,653 $ 619 Acquisition (1) Asset management and other fees-related party — 110,098 110,098 — Disposition (1) Real estate debt investments, net — — — — Reimbursements to Advisor Entities Operating costs (2) General and administrative expenses — 83,665 27,590 56,075 Organization (3) General and administrative expenses 1,000 4,259 3,823 1,436 Offering (3) Cost of capital (4) 19,000 80,819 72,645 27,174 Selling commissions Cost of capital (4) — 354,699 354,699 — Dealer Manager Fees Cost of capital (4) — 228,931 228,931 — Distribution Fees Cost of capital (4) — 145,565 2,039 143,526 Total $ 20,000 $ 1,046,308 $ 837,478 $ 228,830 _________________________________________________ (1) Acquisition fees related to investments in unconsolidated joint ventures are generally included in investments in unconsolidated ventures on the consolidated balance sheets when the fair value option is not elected for the investment, but is expensed as incurred when the fair value option is elected. The Advisor Entities may determine to defer fees or seek reimbursement. From inception through December 31, 2016 , the Advisor waived $0.1 million of acquisition fees. (2) As of December 31, 2016 , the Advisor Entities have incurred unreimbursed operating costs on behalf of the Company of $11.1 million that remain eligible to allocate to the Company. For the year ended December 31, 2016 , total operating expenses included in the 2% / 25% Guidelines represented 3.2% of average invested assets and 25.0% of net income without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves. (3) As of December 31, 2016 , the Advisor Entities have incurred unreimbursed organization and offering costs on behalf of the Company of $4.7 million that remain eligible to allocate to the Company. (4) Cost of capital is included in net proceeds from issuance of common stock in the Company’s consolidated statements of equity. For the year ended December 31, 2016 , the ratio of offering costs to total capital raised was 9.5% |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Asset Management and Other Fees | The following table presents the differences in fees and selling commissions between the classes of the Company’s common stock: Class A Shares Class T Shares Class I Shares Initial Offering Price $10.1111 $9.5538 $9.1000 Selling Commissions (per share) 7.00% 2.00% None Dealer Manager Fee (per share) 3.00% 2.75% None Distribution Fee (per share) None 1.00% None |
Schedule of Stock by Class | The following table presents Class A, Class T, and Class I common shares the Company issued, and the corresponding gross proceeds generated, in connection with its Primary Offering for the years ended December 31, 2016 and 2015 and the period from inception through December 31, 2016 (in thousands): Class A Shares Class T Shares Class I Shares Year ended December 31, 2016 Share issuances 501 296 74 Gross proceeds $ 5,007 $ 2,831 $ 669 Year ended December 31, 2015 Share issuances 220 — — Gross proceeds $ 2,000 $ — $ — Inception through December 31, 2016 Share issuances 721 296 74 Gross proceeds $ 7,007 $ 2,831 $ 669 |
Schedule of Distributions Declared | The following table presents distributions declared for the year ended December 31, 2016 : Distributions (1) Period Cash DRP Total 2016 First Quarter $ — Second Quarter 3,175 20 3,195 Third Quarter 7,637 1,205 8,842 Fourth Quarter 8,533 3,357 11,890 Total $ 19,345 $ 4,582 $ 23,927 _________________________________________________ (1) Represents distributions declared for the period, even though such distributions are actually paid to stockholders the month following such period. For the year ended December 31, 2016 , 100% of distributions paid was a return of capital. |
Business and Organization (Deta
Business and Organization (Details) | Nov. 10, 2016 | Dec. 23, 2015USD ($) | Mar. 28, 2014USD ($)shares | Dec. 31, 2016USD ($)employee$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Mar. 13, 2017USD ($) | Dec. 31, 2016USD ($)employee$ / sharesshares | Oct. 26, 2016USD ($)$ / shares | Feb. 09, 2015USD ($)$ / shares |
Class of Stock [Line Items] | |||||||||
Number of employees | employee | 0 | 0 | |||||||
Common stock, shares authorized (shares) | shares | 400,000,000 | 400,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares authorized (shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Net proceeds from issuance of common stock | $ 7,697,289 | $ 1,981,000 | |||||||
Offering extension period | 1 year | ||||||||
Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock declared effective to offer | $ 2,000,000 | ||||||||
Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock declared effective to offer | 2,000,000,000 | ||||||||
IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock declared effective to offer | $ 1,800,000,000 | 1,800,000,000 | |||||||
Sponsor of the Registrant | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares of common stock issued (shares) | shares | 16,667 | ||||||||
Co-Sponsor of the Registrant | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares of common stock issued (shares) | shares | 5,556 | ||||||||
Class A common | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (shares) | shares | 120,000,000 | 120,000,000 | 120,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Number of shares of common stock issued (shares) | shares | 501,000 | 220,000 | 721,000 | ||||||
Net proceeds from issuance of common stock | $ 200,000 | $ 5,007,000 | $ 2,000,000 | $ 7,007,000 | |||||
Class A common | Distribution Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock declared effective to offer | $ 200,000,000 | $ 200,000,000 | |||||||
Purchase price (in dollars per share) | $ / shares | $ 9.81 | $ 9.81 | $ 9.81 | $ 9.81 | |||||
Class A common | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | 10.1111 | 10.1111 | |||||||
Class A common | Sponsor of the Registrant | |||||||||
Class of Stock [Line Items] | |||||||||
Net proceeds from issuance of common stock | $ 1,500,000 | ||||||||
Class A common | Co-Sponsor of the Registrant | |||||||||
Class of Stock [Line Items] | |||||||||
Net proceeds from issuance of common stock | $ 500,000 | ||||||||
Class T common | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (shares) | shares | 240,000,000 | 240,000,000 | 240,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Number of shares of common stock issued (shares) | shares | 296,000 | 296,000 | |||||||
Net proceeds from issuance of common stock | $ 2,831,000 | $ 2,831,000 | |||||||
Class T common | Distribution Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | $ 9.27 | $ 9.27 | 9.27 | 9.27 | |||||
Class T common | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | 9.5538 | $ 9.5538 | |||||||
Class I Common | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (shares) | shares | 40,000,000 | 40,000,000 | 40,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Number of shares of common stock issued (shares) | shares | 74,000 | 0 | 74,000 | ||||||
Net proceeds from issuance of common stock | $ 669,000 | $ 0 | $ 669,000 | ||||||
Class I Common | Distribution Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | $ 9.10 | $ 9.10 | 9.10 | ||||||
Class I Common | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | $ 9.10 | ||||||||
NorthStar/RXR NTR OP Holdings LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Noncontrolling interests | $ 1,000 | ||||||||
Subsequent Event | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Net proceeds from issuance of common stock | $ 13,900,000 | ||||||||
Subsequent Event | Distribution Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from Issuance of Common Stock, Dividend Reinvestment Plan | $ 10,522 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |
Acquisition fees and expenses, percentage of contract purchase | 6.00% |
Organization and Offering Costs | Sub-Advisor | Maximum | |
Related Party Transaction [Line Items] | |
Percentage of gross offering proceeds from primary offering, reimbursable as organization and offering costs (not to exceed) | 15.00% |
Organization and Offering Costs | Advisor | |
Related Party Transaction [Line Items] | |
Reimbursable organization and offering costs, excluding selling commissions, dealer manager fees, and distribution fees (not to exceed) | $ 18,000,000 |
Expected reimbursable organization and offering costs, excluding selling commissions and dealer manager fee, as a percentage of total proceeds available to be raised from the primary offering (not to exceed) | 1.00% |
Investment in Unconsolidated 21
Investment in Unconsolidated Venture (Details) ft² in Millions | May 20, 2016USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 0.2867% | 1.00% | 1.00% | |
Purchase price | $ 4,297,842 | $ 0 | ||
Dividends from unconsolidated venture | 64,070 | $ 0 | ||
RXR Realty | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 1,650,000,000 | |||
Class-A Office Building | RXR Realty | Acquisition Financing | ||||
Business Acquisition [Line Items] | ||||
Amount financed | 1,100,000,000 | |||
Additional future funding capacity | $ 100,000,000 | |||
Financing term | 7 years | |||
Class-A Office Building | RXR Realty | Acquisition Financing | Weighted Average | ||||
Business Acquisition [Line Items] | ||||
Fixed interest rate per annum | 4.30% | |||
1285 Avenue of the Americas Venture | Class-A Office Building | Co-Sponsor | ||||
Business Acquisition [Line Items] | ||||
Square feet of office building acquired | ft² | 1.8 | |||
Purchase price | $ 1,900,000 | $ 2,400,000 | ||
Carrying value | $ 5,200,000 | 5,200,000 | ||
Equity in earnings (losses) of unconsolidated venture | 939,303 | |||
Dividends from unconsolidated venture | 64,070 | |||
Income (loss) from equity method investment | $ 875,233 |
Related Party Arrangements (Nar
Related Party Arrangements (Narrative) (Details) | Feb. 07, 2017 | Oct. 26, 2016 | Jun. 30, 2016 | Dec. 31, 2016USD ($)quarter | Dec. 31, 2015USD ($) |
Dealer Manager | |||||
Due to related party | $ 228,830 | $ 20,000 | |||
Sub-Advisor Fees | |||||
Fees and reimbursements incurred | $ 1,046,308 | ||||
Class T | |||||
Dealer Manager | |||||
Selling commissions (per share) | 2.00% | ||||
Dealer manager fee (per share) | 2.75% | ||||
Class A | |||||
Dealer Manager | |||||
Selling commissions (per share) | 7.00% | ||||
Dealer manager fee (per share) | 3.00% | ||||
Sub-Advisor | |||||
Advisor Entities | |||||
Sub-advisors percentage rights to fees | 50.00% | ||||
Sub-advisors percentage rights to reimbursements | 25.00% | ||||
Advisory agreement renewal term | 1 year | ||||
Sub-Advisor | Asset Management Fee | |||||
Sub-Advisor Fees | |||||
Fees and reimbursements incurred | $ 12,000 | ||||
Sub-Advisor | Organization and Offering Costs | Maximum | |||||
Organization and Offering Costs | |||||
Percentage of gross offering proceeds from primary offering, reimbursable as organization and offering costs (not to exceed) | 15.00% | ||||
Sub-Advisor | Capitalized Leasing Commissions | |||||
Sub-Advisor Fees | |||||
Fees and reimbursements incurred | $ 73,000 | ||||
Advisor | |||||
Advisor Entities | |||||
Advisory agreement renewal term | 1 year | ||||
Advisor | Asset Management Fee | |||||
Advisor Entities | |||||
Monthly asset management fee rate | 0.10% | ||||
Asset Management Fee | |||||
Annual asset management fee rate | 1.25% | ||||
Asset management fee monthly factor | 8.33% | ||||
Advisor | Incentive Fees | |||||
Incentive Fee | |||||
Distributions, percent of net cash flow after meeting the pre-tax return | 15.00% | ||||
Cumulative, non-compounded annual pre-tax return on invested capital | 6.00% | ||||
Advisor | Acquisition Fee | |||||
Acquisition Fee | |||||
Asset acquisition fee as a percentage of each real estate property acquired by the company, including acquisition expenses and any financing attributable to the investment (percent) | 2.25% | ||||
Asset acquisition fee as a percentage of principal amount funded to originate debt, including acquisition expenses and any financing attributable to the investment (percent) | 1.00% | ||||
Advisor | Disposition Fee | |||||
Disposition Fee | |||||
Disposition fee of contract sales price of each property | 2.00% | ||||
Maximum disposition fee as a percentage of contract sales price of CRE investment sold | 1.00% | ||||
Disposition fee as a percentage of the principal amount of the loan or CRE debt investment prior to the specified transaction | 1.00% | ||||
Advisor | Operating Costs | |||||
Operating Costs | |||||
Reimbursement of personnel costs related to officers and personnel involved in activities for which other fees is received | $ 0 | ||||
Number of fiscal quarters | quarter | 4 | ||||
Percentage of average invested assets reimbursable as operating costs (not to exceed the greater of) | 3.20% | ||||
Percentage of net income, without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of the company's assets, considered for reimbursement of operating costs (not to exceed the greater of) | 25.00% | ||||
Reimbursement expense period | 12 months | ||||
Advisor | Operating Costs | Maximum | |||||
Operating Costs | |||||
Percentage of average invested assets reimbursable as operating costs (not to exceed the greater of) | 2.00% | ||||
Percentage of net income, without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of the company's assets, considered for reimbursement of operating costs (not to exceed the greater of) | 25.00% | ||||
Advisor | Organization and Offering Costs | |||||
Organization and Offering Costs | |||||
Reimbursable organization and offering costs, excluding selling commissions, dealer manager fees, and distribution fees (not to exceed) | $ 18,000,000 | ||||
Expected reimbursable organization and offering costs, excluding selling commissions and dealer manager fee, as a percentage of total proceeds available to be raised from the primary offering (not to exceed) | 1.00% | ||||
Dealer Manager | Class A and T | |||||
Dealer Manager | |||||
Percent of gross proceeds of the Primary Offering (in excess of) | 10.00% | ||||
Dealer Manager | Class T | |||||
Dealer Manager | |||||
Selling commissions (per share) | 2.00% | ||||
Dealer manager fee (per share) | 2.75% | ||||
Distribution fee, percent of gross proceeds (up to) | 1.00% | ||||
Percent of stockholder's gross investment (in excess of) | 10.00% | ||||
Dealer Manager | Class A | |||||
Dealer Manager | |||||
Selling commissions (per share) | 7.00% | ||||
Dealer manager fee (per share) | 3.00% | ||||
Dealer Manager | Selling Commissions and Fees Related to DRP | |||||
Dealer Manager | |||||
Selling commissions or dealer manager fees paid | $ 0 | ||||
Dealer Manager | Distribution Fees | |||||
Dealer Manager | |||||
Distribution fees as a reduction to stockholders' equity | 145,565 | ||||
General and administrative expenses | Advisor | Organization | |||||
Dealer Manager | |||||
Due to related party | 1,436 | 1,000 | |||
Sub-Advisor Fees | |||||
Fees and reimbursements incurred | 4,259 | ||||
General and administrative expenses | Advisor | Operating Costs | |||||
Dealer Manager | |||||
Due to related party | 56,075 | 0 | |||
Sub-Advisor Fees | |||||
Fees and reimbursements incurred | 83,665 | ||||
Cost of capital | Advisor | Offering | |||||
Dealer Manager | |||||
Due to related party | 27,174 | 19,000 | |||
Sub-Advisor Fees | |||||
Fees and reimbursements incurred | 80,819 | ||||
Cost of capital | Dealer Manager | Distribution Fees | |||||
Dealer Manager | |||||
Due to related party | 143,526 | $ 0 | |||
Sub-Advisor Fees | |||||
Fees and reimbursements incurred | 145,565 | ||||
Cost of capital | Dealer Manager | Selling Commissions Or Dealer Manager Fees | |||||
Dealer Manager | |||||
Due to related party | $ 142,236 | ||||
Subsequent Event | Advisor | Asset Management Fee | |||||
Advisor Entities | |||||
Monthly asset management fee rate | 0.08% | ||||
Asset Management Fee | |||||
Annual asset management fee rate | 1.00% | ||||
Subsequent Event | Advisor | Acquisition Fee | |||||
Acquisition Fee | |||||
Asset acquisition fee as a percentage of each real estate property acquired by the company, including acquisition expenses and any financing attributable to the investment (percent) | 0.00% | ||||
Subsequent Event | Advisor | Disposition Fee | |||||
Disposition Fee | |||||
Disposition fee as a percentage of the principal amount of the loan or CRE debt investment prior to the specified transaction | 0.00% |
Related Party Arrangements - Su
Related Party Arrangements - Summary of Fees and Reimbursements (Details) - USD ($) | 12 Months Ended | 33 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | $ 20,000 | ||
Fees and reimbursements incurred | 1,046,308 | ||
Fees and reimbursements paid | 837,478 | ||
Due to related party | $ 228,830 | $ 20,000 | $ 228,830 |
Ratio of offering costs to total capital raised | 9.50% | 1.00% | |
Advisor Entities | Operating costs | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Percentage of average invested assets reimbursable as operating costs (not to exceed the greater of) | 3.20% | ||
Percentage of net income, without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of the company's assets, considered for reimbursement of operating costs (not to exceed the greater of) | 25.00% | ||
Advisor Entities | Unreimbursed Operating Costs | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Fees and reimbursements incurred | $ 11,100,000 | ||
Advisor Entities | Unreimbursed Organization and Offering Costs | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Fees and reimbursements incurred | 4,700,000 | ||
Asset management and other fees - related party | Advisor Entities | Asset management | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | 0 | ||
Fees and reimbursements incurred | 38,272 | ||
Fees and reimbursements paid | 37,653 | ||
Due to related party | 619 | $ 0 | 619 |
Asset management and other fees - related party | Advisor Entities | Acquisition | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | 0 | ||
Fees and reimbursements incurred | 110,098 | 100,000 | |
Fees and reimbursements paid | 110,098 | ||
Due to related party | 0 | 0 | 0 |
Real estate debt investments, net | Advisor Entities | Disposition | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | 0 | ||
Fees and reimbursements incurred | 0 | ||
Fees and reimbursements paid | 0 | ||
Due to related party | 0 | 0 | 0 |
General and administrative expenses | Advisor Entities | Operating costs | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | 0 | ||
Fees and reimbursements incurred | 83,665 | ||
Fees and reimbursements paid | 27,590 | ||
Due to related party | 56,075 | 0 | 56,075 |
General and administrative expenses | Advisor Entities | Organization | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | 1,000 | ||
Fees and reimbursements incurred | 4,259 | ||
Fees and reimbursements paid | 3,823 | ||
Due to related party | 1,436 | 1,000 | 1,436 |
Cost of capital | Advisor Entities | Offering | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | 19,000 | ||
Fees and reimbursements incurred | 80,819 | ||
Fees and reimbursements paid | 72,645 | ||
Due to related party | 27,174 | 19,000 | 27,174 |
Cost of capital | Dealer Manager | Selling Commissions | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | 0 | ||
Fees and reimbursements incurred | 354,699 | ||
Fees and reimbursements paid | 354,699 | ||
Due to related party | 0 | 0 | 0 |
Cost of capital | Dealer Manager | Dealer Manager Fees | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | 0 | ||
Fees and reimbursements incurred | 228,931 | ||
Fees and reimbursements paid | 228,931 | ||
Due to related party | 0 | 0 | 0 |
Cost of capital | Dealer Manager | Distribution Fees | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party | 0 | ||
Fees and reimbursements incurred | 145,565 | ||
Fees and reimbursements paid | 2,039 | ||
Due to related party | $ 143,526 | $ 0 | $ 143,526 |
Maximum | Advisor Entities | Operating costs | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Percentage of average invested assets reimbursable as operating costs (not to exceed the greater of) | 2.00% | ||
Percentage of net income, without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of the company's assets, considered for reimbursement of operating costs (not to exceed the greater of) | 25.00% |
Related Party Arrangements - Di
Related Party Arrangements - Distribution Support Agreement (Narrative) (Details) - USD ($) | Dec. 23, 2015 | Mar. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||||
Common stock purchased | $ 7,697,289 | $ 1,981,000 | |||
Class A common | |||||
Related Party Transaction [Line Items] | |||||
Common stock purchased (shares) | 501,000 | 220,000 | 721,000 | ||
Common stock purchased | $ 200,000 | $ 5,007,000 | $ 2,000,000 | $ 7,007,000 | |
Class A common | Distribution Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Common stock purchased | $ 8,267 | ||||
NorthStar Realty | Class A common | Distribution Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Commitment to purchase common stock (percent) | 75.00% | ||||
Commitment to purchase common stock | $ 10,000,000 | $ 10,000,000 | |||
Common stock purchased (shares) | 164,835 | 682 | |||
Common stock purchased | $ 1,500,000 | ||||
RXR Realty | Class A common | Distribution Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Commitment to purchase common stock (percent) | 25.00% | ||||
Common stock purchased (shares) | 54,945 | 227 | |||
Common stock purchased | $ 500,000 |
Related Party Arrangements - No
Related Party Arrangements - NorthStar Realty and RXR (Narrative) (Details) | Dec. 31, 2013 |
NorthStar Realty | RXR Realty | |
Related Party Transaction [Line Items] | |
Equity interest percentage | 27.00% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - Restricted stock | 12 Months Ended |
Dec. 31, 2016USD ($)directorshares | |
Equity-based compensation | |
Number of independent directors | director | 3 |
Quarterly vesting period (in years) | 2 years |
Equity-based compensation expense | $ | $ 66,354 |
Shares granted (shares) | shares | 16,875 |
Class A common | |
Equity-based compensation | |
Cumulative shares granted (shares) | shares | 22,500 |
Aggregate value of stock granted | $ | $ 200,000 |
Stockholders' Equity - Reclassi
Stockholders' Equity - Reclassification of Shares (Details) - USD ($) | Dec. 31, 2016 | Oct. 26, 2016 | Feb. 09, 2015 |
IPO | |||
Class of Stock [Line Items] | |||
Common stock declared effective to offer | $ 1,800,000,000 | $ 1,800,000,000 | |
IPO | Class A | |||
Class of Stock [Line Items] | |||
Purchase price (in dollars per share) | $ 10.1111 | $ 10.1111 | |
IPO | Class T | |||
Class of Stock [Line Items] | |||
Purchase price (in dollars per share) | 9.5538 | $ 9.5538 | |
IPO | Class I | |||
Class of Stock [Line Items] | |||
Purchase price (in dollars per share) | $ 9.10 | ||
Distribution Reinvestment Plan | Class A | |||
Class of Stock [Line Items] | |||
Common stock declared effective to offer | $ 200,000,000 | $ 200,000,000 | |
Purchase price (in dollars per share) | $ 9.81 | $ 9.81 | $ 9.81 |
Distribution Reinvestment Plan | Class T | |||
Class of Stock [Line Items] | |||
Purchase price (in dollars per share) | 9.27 | 9.27 | $ 9.27 |
Distribution Reinvestment Plan | Class I | |||
Class of Stock [Line Items] | |||
Purchase price (in dollars per share) | $ 9.10 | $ 9.10 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Commissions and Fees Paid (Details) - $ / shares | Oct. 26, 2016 | Feb. 09, 2015 |
Class A | ||
Class of Stock [Line Items] | ||
Selling commissions (per share) | 7.00% | |
Dealer manager fee (per share) | 3.00% | |
Class T | ||
Class of Stock [Line Items] | ||
Selling commissions (per share) | 2.00% | |
Dealer manager fee (per share) | 2.75% | |
Distribution Fee (per share) | 1.00% | |
IPO | Class A | ||
Class of Stock [Line Items] | ||
Purchase price (in dollars per share) | $ 10.1111 | $ 10.1111 |
IPO | Class T | ||
Class of Stock [Line Items] | ||
Purchase price (in dollars per share) | 9.5538 | $ 9.5538 |
IPO | Class I | ||
Class of Stock [Line Items] | ||
Purchase price (in dollars per share) | $ 9.10 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock from Primary Offering (Narrative) (Details) - USD ($) shares in Thousands | Mar. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||
Common stock offering | $ 7,697,289 | $ 1,981,000 | ||
Class A | ||||
Class of Stock [Line Items] | ||||
Number of shares of common stock issued (shares) | 501 | 220 | 721 | |
Common stock offering | $ 200,000 | $ 5,007,000 | $ 2,000,000 | $ 7,007,000 |
Class T | ||||
Class of Stock [Line Items] | ||||
Number of shares of common stock issued (shares) | 296 | 296 | ||
Common stock offering | $ 2,831,000 | $ 2,831,000 | ||
Class I | ||||
Class of Stock [Line Items] | ||||
Number of shares of common stock issued (shares) | 74 | 0 | 74 | |
Common stock offering | $ 669,000 | $ 0 | $ 669,000 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distribution Reinvestment Plan (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Oct. 26, 2016 | Feb. 09, 2015 | |
Stockholders Equity Note [Line Items] | |||
Gross proceeds raised pursuant to DRP | $ 3,164 | ||
Distribution Reinvestment Plan | |||
Stockholders Equity Note [Line Items] | |||
Percent of estimated value per share | 97.00% | ||
Period within which the company expects to establish an estimated value per share following the second anniversary | 150 days | ||
Notice period served by board of directors to amend or terminate distribution reinvestment plan | 10 days | ||
Gross proceeds raised pursuant to DRP | $ 3,164 | ||
Class A common | Distribution Reinvestment Plan | |||
Stockholders Equity Note [Line Items] | |||
Purchase price (in dollars per share) | $ 9.81 | $ 9.81 | $ 9.81 |
Class T common | Distribution Reinvestment Plan | |||
Stockholders Equity Note [Line Items] | |||
Purchase price (in dollars per share) | 9.27 | 9.27 | $ 9.27 |
Class I Common | Distribution Reinvestment Plan | |||
Stockholders Equity Note [Line Items] | |||
Purchase price (in dollars per share) | $ 9.10 | $ 9.10 |
Stockholders' Equity - Distri31
Stockholders' Equity - Distributions (Narrative) (Details) | Aug. 11, 2016$ / shares |
Class of Stock [Line Items] | |
Annualized distribution amount (in dollars per share) | $ 0.10 |
Class A common | |
Class of Stock [Line Items] | |
Daily cash distribution (in dollars per share) | 0.000273224 |
Class T common | |
Class of Stock [Line Items] | |
Daily cash distribution (in dollars per share) | $ 0.000273224 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends Declared (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |||||
Cash | $ 8,533 | $ 7,637 | $ 3,175 | $ 19,345 | |
DRP | 3,357 | 1,205 | 20 | 4,582 | |
Total | $ 11,890 | $ 8,842 | $ 3,195 | $ 0 | $ 23,927 |
Return of capital, percent of distributions | 100.00% |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Threshold period to repurchase shares (less than) | 1 year |
Stockholders' Equity - Stock Di
Stockholders' Equity - Stock Distribution (Narrative) (Details) - USD ($) | Nov. 10, 2016 | Oct. 26, 2016 | Apr. 30, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||
Offering extension period | 1 year | |||
Offering threshold for special stock dividends | $ 25,000,000 | $ 100,000,000 | ||
Selling commissions or dealer manager fees paid | $ 0 | |||
Period following record date for special stock dividend | 90 days | |||
Class A | ||||
Class of Stock [Line Items] | ||||
Common stock dividends, (in shares) | 38,293 | |||
Percent of current gross offering price for special stock dividend | 10.00% | 5.00% | ||
Stock issued during period, value, stock dividend | $ 383 | |||
Selling commissions (per share) | 7.00% | |||
Dealer manager fee (per share) | 3.00% | |||
Class T | ||||
Class of Stock [Line Items] | ||||
Common stock dividends, (in shares) | 14,816 | |||
Percent of current gross offering price for special stock dividend | 5.00% | |||
Stock issued during period, value, stock dividend | $ 148 | |||
Selling commissions (per share) | 2.00% | |||
Dealer manager fee (per share) | 2.75% | |||
Class I | ||||
Class of Stock [Line Items] | ||||
Common stock dividends, (in shares) | 3,676 | |||
Percent of current gross offering price for special stock dividend | 5.00% | |||
Stock issued during period, value, stock dividend | $ 37 | |||
Dealer Manager | Class A | ||||
Class of Stock [Line Items] | ||||
Selling commissions (per share) | 7.00% | |||
Dealer manager fee (per share) | 3.00% | |||
Dealer Manager | Class T | ||||
Class of Stock [Line Items] | ||||
Selling commissions (per share) | 2.00% | |||
Dealer manager fee (per share) | 2.75% | |||
Dealer Manager | Class I | ||||
Class of Stock [Line Items] | ||||
Selling commissions (per share) | 0.00% | |||
Dealer manager fee (per share) | 0.00% |
Fair Value (Details)
Fair Value (Details) $ in Millions | Dec. 31, 2016USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value of investment in unconsolidated venture | $ 5.2 |
Subsequent Events - Common Stoc
Subsequent Events - Common Stock from Primary Offering (Details) - USD ($) | Mar. 28, 2014 | Mar. 13, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||
Common stock offering | $ 7,697,289 | $ 1,981,000 | |||
Class A | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 501,000 | 220,000 | 721,000 | ||
Common stock offering | $ 200,000 | $ 5,007,000 | $ 2,000,000 | $ 7,007,000 | |
Class T | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 296,000 | 296,000 | |||
Common stock offering | $ 2,831,000 | $ 2,831,000 | |||
Class I | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 74,000 | 0 | 74,000 | ||
Common stock offering | $ 669,000 | $ 0 | $ 669,000 | ||
Subsequent Event | Class A | Primary Offering | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 178,735 | ||||
Common stock offering | $ 1,800,000 | ||||
Subsequent Event | Class T | Primary Offering | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 158,461 | ||||
Common stock offering | $ 1,500,000 | ||||
Subsequent Event | Class I | Primary Offering | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 6,703 | ||||
Common stock offering | $ 60,000 |
Subsequent Events - Distributio
Subsequent Events - Distributions (Details) | Mar. 16, 2017$ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Daily cash distribution of common stock (in dollars per share) | $ 0.000273973 |
Subsequent Events - NorthStar R
Subsequent Events - NorthStar Realty and RXR Purchase of Common Stock (Details) - USD ($) | Mar. 16, 2017 | Dec. 23, 2015 | Mar. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||||
Common stock offering | $ 7,697,289 | $ 1,981,000 | ||||
Class A | ||||||
Subsequent Event [Line Items] | ||||||
Common stock purchased (shares) | 501,000 | 220,000 | 721,000 | |||
Common stock offering | $ 200,000 | $ 5,007,000 | $ 2,000,000 | $ 7,007,000 | ||
Class A | Distribution Support Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Common stock offering | $ 8,267 | |||||
Class A | Distribution Support Agreement | NorthStar Realty | ||||||
Subsequent Event [Line Items] | ||||||
Common stock purchased (shares) | 164,835 | 682 | ||||
Common stock offering | $ 1,500,000 | |||||
Class A | Distribution Support Agreement | RXR Realty | ||||||
Subsequent Event [Line Items] | ||||||
Common stock purchased (shares) | 54,945 | 227 | ||||
Common stock offering | $ 500,000 | |||||
Subsequent Event | Class A | Distribution Support Agreement | NorthStar Realty | ||||||
Subsequent Event [Line Items] | ||||||
Common stock purchased (shares) | 645 | |||||
Common stock offering | $ 5,864 | |||||
Subsequent Event | Class A | Distribution Support Agreement | RXR Realty | ||||||
Subsequent Event [Line Items] | ||||||
Common stock purchased (shares) | 215 | |||||
Common stock offering | $ 1,955 |
Subsequent Events - Advisory Ag
Subsequent Events - Advisory Agreement (Details) - Advisor | Feb. 07, 2017 | Dec. 31, 2016 |
Acquisition Fee | ||
Subsequent Event [Line Items] | ||
Asset acquisition fee | 2.25% | |
Acquisition Fee | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Asset acquisition fee | 0.00% | |
Asset Management Fee | ||
Subsequent Event [Line Items] | ||
Annual asset management fee rate | 1.25% | |
Monthly asset management fee rate | 0.10% | |
Asset Management Fee | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Annual asset management fee rate | 1.00% | |
Monthly asset management fee rate | 0.08% | |
Disposition Fee | ||
Subsequent Event [Line Items] | ||
Asset disposition fee | 1.00% | |
Disposition Fee | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Asset disposition fee | 0.00% |