Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 15, 2018 | Jun. 30, 2017 | |
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 | Smaller Reporting Company | ||
Amendment Flag | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 2,088,464 | ||
Class T | |||
Class of Stock [Line Items] | |||
Entity common stock | 2,298,186 | ||
Class I | |||
Class of Stock [Line Items] | |||
Entity common stock | 179,383 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Assets | |||
Cash and cash equivalents | $ 10,883,296 | $ 4,595,392 | |
Investment in unconsolidated venture, at fair value | 5,388,487 | 5,173,075 | |
Real estate debt investments, net | 34,827,778 | 0 | |
Interest receivable | 240,630 | 0 | |
Receivables, net | 31,674 | 876,676 | |
Total assets | [1] | 51,371,865 | 10,645,143 |
Liabilities | |||
Due to related party | 386,792 | 228,830 | |
Distribution payable | 84,795 | 4,677 | |
Total liabilities | [1] | 471,587 | 233,507 |
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, 2017 and December 31, 2016 | 0 | 0 | |
Additional paid-in capital | 36,297,515 | 9,937,027 | |
Retained earnings | 1,028,440 | 462,308 | |
Total NorthStar/RXR New York Metro Real Estate, Inc. stockholders’ equity | 37,369,959 | 10,410,690 | |
Non-controlling interests | 13,530,319 | 946 | |
Total equity | 50,900,278 | 10,411,636 | |
Total liabilities and equity | 51,371,865 | 10,645,143 | |
VIE carrying amount | $ 34,800,000 | ||
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 | $ 20,469 | 7,657 | |
Class T common | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Common stock | 22,138 | 2,963 | |
Class I Common | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Common stock | $ 1,397 | $ 735 | |
[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, 2017, the Operating Partnership includes $34.8 million of assets of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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) | 2,046,869 | 765,723 |
Common stock, shares outstanding (shares) | 2,046,869 | 765,723 |
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) | 2,213,824 | 296,314 |
Common stock, shares outstanding (shares) | 2,213,824 | 296,314 |
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) | 139,651 | 73,524 |
Common stock, shares outstanding (shares) | 139,651 | 73,524 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Revenues | ||||||
Interest income | $ 1,987,256 | $ 0 | $ 0 | |||
Other income | 60,519 | 0 | 0 | |||
Total revenues | 2,047,775 | 0 | 0 | |||
Expenses | ||||||
General and administrative expenses | 420,782 | 158,417 | 1,000 | |||
Asset management and other fees - related party | 225,411 | 148,370 | 0 | |||
Transaction costs | 130,134 | 144,767 | 0 | |||
Total expenses | 776,327 | 451,554 | 1,000 | |||
Income (loss) before equity in earnings (losses) of unconsolidated venture | 1,271,448 | (451,554) | (1,000) | |||
Equity in earnings (losses) of unconsolidated venture | 394,662 | 939,303 | 0 | |||
Net income (loss) | 1,666,110 | 487,749 | (1,000) | |||
Net (income) loss attributable to non-controlling interests | (743,515) | 53 | 1 | |||
Net income (loss) attributable to NorthStar/RXR New York Metro Real Estate, Inc. common stockholders | $ 922,595 | $ 487,802 | $ (999) | |||
Net income (loss) per share, basic/diluted (in dollars per share) | $ 0.32 | [1] | $ 1.15 | [2] | $ (0.03) | [2] |
Weighted average number of shares outstanding, basic/diluted (shares) | 2,918,208 | [1] | 348,829 | [2] | 29,024 | [2] |
[1] | Per share amounts for the years ended 2016 and 2015 are adjusted to reflect the retroactive impact of the stock distributions issued in January and May 2017. Refer to Note 7, “Stockholders’ Equity”. | |||||
[2] | 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, 2017, the Operating Partnership includes $34.8 million of assets of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | 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, 2015 | 242,003 | 0 | 0 | ||||||||
Beginning 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 compensation | 66,354 | 66,354 | $ 225 | 66,129 | |||||||
Stock distributions declared | 0 | 0 | 568 | (568) | |||||||
Distributions 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 | $ 0 | 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 | |||
Increase (Decrease) in Stockholder's Equity | |||||||||||
Net proceeds from issuance of common stock (shares) | 1,094,000 | 1,766,000 | 53,000 | 1,094,050 | 1,766,072 | 53,407 | |||||
Net proceeds from issuance of common stock | 26,121,464 | $ 10,973,000 | $ 16,873,000 | $ 486,000 | 26,121,464 | $ 10,941 | $ 17,660 | $ 534 | 26,092,329 | ||
Issuance and amortization of equity-based compensation (shares) | 7,500 | ||||||||||
Issuance and amortization of equity-based compensation | 133,077 | 133,077 | $ 75 | 133,002 | |||||||
Stock distributions declared (shares) | 171,634 | 145,568 | 12,348 | ||||||||
Stock distributions declared | 0 | 0 | $ 1,716 | $ 1,456 | $ 124 | (568) | (2,728) | ||||
Non-controlling interests - contributions | 13,513,107 | 13,513,107 | |||||||||
Non-controlling interests - distributions | (727,249) | (727,249) | |||||||||
Distributions declared | (353,735) | (353,735) | (353,735) | ||||||||
Proceeds from distribution reinvestment plan (shares) | 7,962 | 5,870 | 372 | ||||||||
Proceeds from distribution reinvestment plan | 135,868 | 135,868 | $ 80 | $ 59 | $ 4 | 135,725 | |||||
Net income (loss) | 1,666,110 | 922,595 | 922,595 | 743,515 | |||||||
Ending Balance (shares) at Dec. 31, 2017 | 2,046,869 | 2,213,824 | 139,651 | 2,046,869 | 2,213,824 | 139,651 | |||||
Ending Balance at Dec. 31, 2017 | $ 50,900,278 | $ 37,369,959 | $ 20,469 | $ 22,138 | $ 1,397 | $ 36,297,515 | $ 1,028,440 | $ 13,530,319 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 1,666,110 | $ 487,749 | $ (1,000) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Amortization of origination fee on real estate debt investment | (27,778) | 0 | 0 |
Amortization of equity-based compensation | 133,077 | 66,354 | 0 |
Equity in (earnings) losses of unconsolidated venture | (394,662) | (939,303) | 0 |
Dividends from unconsolidated venture | 179,250 | 64,070 | 0 |
Changes in assets and liabilities: | |||
Interest Receivable | (240,630) | 0 | 0 |
Due to related party | 108,273 | 57,130 | 1,000 |
Net cash provided by (used in) operating activities | 1,423,640 | (264,000) | 0 |
Cash flows from investing activities: | |||
Investments in real estate debt | (29,800,000) | 0 | 0 |
Investment in unconsolidated venture | 0 | (4,297,842) | 0 |
Net cash provided by (used in) investing activities | (29,800,000) | (4,297,842) | 0 |
Cash flows from financing activities: | |||
Net proceeds from issuance of common stock | 26,995,302 | 6,964,046 | 0 |
Net proceeds from issuance of common stock, related party | 20,853 | 8,267 | 2,000,000 |
Distributions paid on common stock | (273,617) | (19,250) | 0 |
Proceeds from distribution reinvestment plan | 135,868 | 3,164 | 0 |
Contributions from non-controlling interests | 8,513,107 | 0 | 0 |
Distributions to non-controlling interests | (727,249) | 0 | 0 |
Net cash provided by (used in) financing activities | 34,664,264 | 6,956,227 | 2,000,000 |
Net increase (decrease) in cash and cash equivalents | 6,287,904 | 2,394,385 | 2,000,000 |
Cash and cash equivalents - beginning of period | 4,595,392 | 2,201,007 | 201,007 |
Cash and cash equivalents - end of period | 10,883,296 | 4,595,392 | 2,201,007 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Accrued of cost of capital (refer to Note 5) | 49,693 | 210,711 | 19,000 |
Subscriptions receivable, gross | 70,000 | 935,687 | 0 |
Distribution payable | 84,795 | 4,677 | 0 |
Contributions from non-controlling interests | $ 5,000,000 | $ 0 | $ 0 |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2017 | |
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 elected to be taxed 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 ended 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 the Company refers 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, Colony NorthStar became an internally-managed equity REIT, with a diversified real estate and investment management platform and is publicly-traded on the NYSE under the ticker symbol “CLNS.” CNI NS/RXR Advisors, LLC, as successor to NSAM J-NS/RXR Ltd (the “Advisor”), is now a subsidiary of Colony NorthStar. The Advisor manages the Company’s day-to-day operations pursuant to an advisory agreement. Colony NorthStar manages capital on behalf of its stockholders, as well as institutional and retail investors in private funds, non-traded and traded REITs and registered investment companies. The Company is sub-advised by RXR NTR Sub-Advisor LLC (“Sub-advisor”), a Delaware limited liability company and a subsidiary of the Company’s other co-sponsor, RXR Realty LLC (“RXR”). The Company’s Advisor and Sub-advisor are collectively referred to as the Advisor Entities. The Company, its Advisor and its Sub-advisor entered into a sub-advisory agreement delegating certain investment responsibilities of the Advisor to the Sub-advisor. Colony NorthStar and RXR are each referred to as a Co-sponsor and collectively as the Co-sponsors. Substantially all business of the Company is 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) 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 non-controlling interest on the consolidated balance sheets. As the Company accepts subscriptions for shares, it transfers 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, which is now a subsidiary of Colony NorthStar, 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 is being 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, 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. The Primary Offering and the DRP are herein collectively referred to as the Offering. The Company retained NorthStar Securities, LLC (“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. In November 2016 , the Company’s board of directors approved an extension of the Offering by one year to February 9, 2018. On February 2, 2018, the Company filed a registration statement on Form S-11 with the SEC for a follow-on public offering of up to $200.0 million in shares of the Company’s common stock, of which $150.0 million are to be offered pursuant to a primary offering and $50.0 million are to be offered pursuant to a distribution reinvestment plan. In accordance with SEC rules and upon the filing of the follow-on registration statement, the Offering was extended to August 8, 2018, or for such longer period as permitted under applicable laws and regulations unless terminated earlier by the Company’s board of directors. The follow-on registration statement has not yet been declared effective by the SEC and there can be no assurance that the Company will commence the follow-on offering or successfully sell the full number of shares registered. On March 15, 2018, the Company’s board of directors determined to terminate the Primary Offering effective March 31, 2018 and the DRP effective April 2, 2018, after the issuance of shares with respect to the distributions declared for the month of March 2018. From inception through March 15, 2018 , the Company raised total gross proceeds of $40.6 million pursuant to the Offering, including gross proceeds of $278,478 pursuant to the DRP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 losses of the VIE or the right to receive 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, including investments in unconsolidated ventures, to determine whether each investment is a VIE. The Company analyzes new investments, as well as reconsideration events for existing investments, which vary depending on type of investment. The most significant consolidated VIE is the Operating Partnership, which 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. The Operating Partnership consolidates certain VIEs that have non-controlling interests. Included in real estate debt investment on the Company’s consolidated balance sheets as of December 31, 2017 is $34.8 million related to such consolidated VIEs. The Company consolidates these entities because it determined it is the primary beneficiary. As of December 31, 2017 , 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, 2017 . The Company did not provide financial support to the unconsolidated VIEs during the year ended December 31, 2017 . As of December 31, 2017 , 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, 2017 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, the Company may elect the fair value option. The Company will account for an investment in an unconsolidated entity 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 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. 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. 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) 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. 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. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. The Company has elected the fair value option for its investment in an unconsolidated venture. 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. Interest income earned on cash deposits is reflected as other income in the consolidated statements of operations. Real Estate Debt Investments CRE debt investments are generally intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan fees, premium and discount. CRE debt investments that are deemed to be impaired are carried at amortized cost less a reserve, if deemed appropriate, which would approximate fair value. CRE debt investments where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated fair value. Acquisition Expenses The total of all acquisition expenses for an investment 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. From inception through December 31, 2017 , total acquisition expenses did not exceed the allowed limit for any investment. The Company records as an expense certain acquisition costs 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. Revenue Recognition Real Estate Debt Investments Interest income is recognized on an accrual basis and any related premium, discount, origination costs and fees are amortized over the life of the investment using the effective interest method. The amortization is reflected as an adjustment to interest income in the consolidated statements of operations. The amortization of a premium or accretion of a discount is discontinued if such investment is reclassified to held for sale. Credit Losses and Impairment on Investments Real Estate Debt Investments CRE debt investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect all principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of reserves on a quarterly basis or more frequently as necessary. Significant judgment of the Company is required in this analysis. The Company considers the estimated net recoverable value of the investment as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the investment, a reserve is recorded with a corresponding charge to a credit provision. The reserve is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for an investment at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Company, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired investment is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the investment becomes contractually current and performance is demonstrated to be resumed. Interest accrued and not collected will be reversed against interest income. An investment is written off when it is no longer realizable and/or legally discharged. As of December 31, 2017 , the Company did not have any impaired CRE debt 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. As of December 31, 2017 , the Company did not have any investments in unconsolidated ventures for which the Company did not elect the fair value option. 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 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 elected 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 maintain its qualification 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 Equity Method Accounting —In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting , 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 statements of cash flows. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. Credit Losses —In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses , which 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. Cash Flow Classifications —In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in certain classifications on the statement of cash flows. This guidance addresses eight types of cash flows, which includes clarifying how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows, as well as requiring an accounting policy election for classification of distributions received from equity method investees using either the cumulative earnings or nature of distributions approach, among others. Transition will generally be on a retrospective basis. The Company adopted this standard on January 1, 2018. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. Restricted Cash —In November 2016 , the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash, 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. The Company early adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. Business Combinations —In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which amends the guidance for determining whether a transaction involves the purchase or disposal of a business or an asset. The amendments clarify 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 of transferred assets and activities is not a business. The guidance is effective for fiscal years, and interim periods within those years, beginning 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). A significant difference between the accounting for an asset acquisition and a business combination is that transaction costs are capitalized for an asset acquisition, rather than expensed for a business combination. The Company adopted the standard on its required effective date of January 1, 2018. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. Derecognition of Partial Sales of Nonfinancial Assets —In February 2017, the FASB issued ASU No. 2017-05, Clarifying the Scope of Asset Derecognition and Accounting for Partial Sales of Nonfinancial Assets , which clarifies the scope and application of recently established guidance on recognition of gains and losses from derecognition of non-financial assets, and defines in-substance non-financial assets. In addition, the guidance clarifies the accounting for partial sales of non-financial assets to be more consistent with the accounting for sale of a business. Specifically, in a partial sale to a non-customer, when a non-controlling interest is received or retained, the latter is considered a non-cash consideration and measured at fair value, which would result in full gain or loss recognized upon sale. The effective date for this guidance is January 1, 2018, with early adoption permitted beginning January 1, 2017. The Company adopted this standard on January 1, 2018, using the modified retrospective approach. Under the new standard, if the Company sells a partial interest in its real estate assets to noncustomers or contributes real estate assets to unconsolidated ventures, and the Company retains a noncontrolling interest in the asset, such transactions could result in a larger gain on sale. The adoption of this standard could have a material impact to the Company's results of operations in a period if the Company sells a significant partial interest in a real estate asset. There were no such sales for the year ended December 31, 2017. |
Investment in Unconsolidated Ve
Investment in Unconsolidated Venture | 12 Months Ended |
Dec. 31, 2017 | |
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 As of December 31, 2017 , the Company held a non-controlling interest of approximately 1.0% in 1285 Avenue of the Americas (“1285 AoA”), a 1.8 million square foot Class-A office building located in midtown Manhattan. 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 in May 2016 that was sourced by RXR, the Company’s Co-sponsor and affiliate of its Sub-advisor. The purchase was approved by the Company’s board of directors, including all of its independent directors. The Company’s investment is accounted for as a cost method investment, for which the Company has elected the fair value option. As of December 31, 2017 , the carrying value of the Company’s investment in an unconsolidated venture was $5.4 million . For the year ended December 31, 2017 , the Company recognized equity in earnings of the unconsolidated venture of $394,662 , comprising dividends received of $179,250 and an increase in fair value of the investment of $215,412 . |
Real Estate Debt Investment
Real Estate Debt Investment | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Real Estate Debt Investment | Real Estate Debt Investments The following table presents the Company’s real estate debt investments as of December 31, 2017 : Asset type: Count Principal Amount Carrying Value Spread over LIBOR (1) Floating Rate as % of Principal Amount Mezzanine loans (2)(3) 2 $ 35,000,000 $ 34,827,778 9.39 % 100.0 % ____________________________________________ (1) Represents weighted average spread over LIBOR, based on principal amount. (2) Includes a $15.0 million mezzanine loan interest acquired through joint ventures with affiliates of RXR and an unaffiliated third party. The Company’s proportionate interest of the loan is 63.3% , representing $9.5 million of the principal amount. The Company consolidates the loan and records a non-controlling interest for the ownership of RXR and an unaffiliated third party. Refer to Note 2, “Summary of Significant Accounting Policies—Principles of Consolidation,” for further information. (3) Includes a $20.0 million mezzanine loan interest, net of unamortized origination fee, originated through a joint venture with an affiliate of RXR. The Company’s proportionate interest of the loan is 60.0% , representing $12.0 million of the principal amount. The Company consolidates the loan and records a non-controlling interest for the ownership of RXR. Refer to Note 2, “Summary of Significant Accounting Policies—Principles of Consolidation,” for further information. The following is a description of the Company’s real estate debt investments: In May 2017 , the Company, through a subsidiary of the Operating Partnership, completed the acquisition of a $9.5 million interest in a $15.0 million mezzanine loan through a joint venture with RXR Real Estate Value Added Fund - Fund III LP (together with its parallel funds, “VAF III”), an affiliate of RXR who acquired a $0.5 million interest in the loan, and an unaffiliated third party, who originated the loan and retained the remaining $5.0 million interest in the loan. The loan is secured by a pledge of an ownership interest in a retail development project located in Times Square, New York. The loan bears interest at a floating rate of 9.25% over the one-month London Interbank Offered Rate (“LIBOR”), and had an initial maturity in November 2017, with two one -year extension options available to the borrower. In September 2017, the borrower exercised its right to extend the term of the loan until November 2018. In August 2017, the Company, through a subsidiary of the Operating Partnership, completed the origination of a $12.0 million pari passu interest in a $20.0 million mezzanine loan, secured by a pledge of an ownership interest in a luxury condominium development project located in the West Village of New York City. The Company completed the investment through a partnership with VAF III, which contributed the remaining $8.0 million of the loan origination. The loan bears interest at a floating rate of 9.5% over the one-month LIBOR, with a LIBOR ceiling of 1.5% . The loan had a 1.0% origination fee and has an initial term of three years, with two one -year extension options available to the borrower. Refer to Note 11, “Subsequent Events” for discussion of the February 2018 acquisition of an additional interest in the loan. |
Related Party Arrangements
Related Party Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
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. Pursuant to the advisory agreement, the Advisor may defer or waive fees in its discretion. The Company entered into advisory and sub-advisory agreements with the Advisor Entities, which each have a one-year term but may be renewed for an unlimited number of successive one-year periods upon the mutual consent of the Advisor Entities and the Company’s board of directors, including a majority of its independent directors. In February 2017, the Company amended and restated its advisory agreement (the “Amended Advisory Agreement”) with the Advisor for a term ending June 30, 2017, which eliminated the acquisition fees and disposition fees payable to the Advisor Entities, and reduced the monthly asset management fee payable to the Advisor Entities from one-twelfth of 1.25% to one-twelfth of 1.0% (as discussed further below). On March 17, 2017, the Company entered into a second amended and restated sub-advisory agreement with its Sub-advisor for a term ending June 30, 2017, which reflected the amendments to the fees in the Amended Advisory Agreement. In June 2017, the Amended Advisory Agreement and the sub-advisory agreement were renewed for additional one -year terms commencing on June 30, 2017, with terms identical to those in effect through June 30, 2017. 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 of the fees and reimbursements in effect commencing on February 7, 2017 incurred to the Advisor Entities. Fees to Advisor Entities Asset Management Fee In February 2017, the Amended Advisory Agreement reduced the monthly asset management fee payable to one-twelfth of 1.0% of the cost of investments or 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). Prior to that date, the Advisor Entities received a monthly asset management fee equal to one-twelfth of 1.25% of the cost of investments. Incentive Fee The Advisor Entities, or their affiliates, are 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 In February 2017, the Amended Advisory Agreement eliminated the acquisition fees payable to the Advisor Entities. Prior to that date, the Advisor Entities were entitled to receive 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). From inception through February 2017, the Advisor Entities waived $0.1 million of acquisition fees. Disposition Fee In February 2017, the Amended Advisory Agreement eliminated the disposition fees payable to the Advisor Entities. Prior to that date, the Advisor Entities were entitled to 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 for substantial assistance in connection with the sale of investments and based on the services provided, as determined by the Company’s independent directors. From inception through February 2017, no disposition fees were incurred or paid. 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 have 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 (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 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. The Dealer Manager may enter into participating dealer agreements that provide for the Dealer Manager to pay a distribution fee of up to 2.0% over a maximum eight -year period in connection with the sale of Class I Shares in the Primary Offering. The Company will not reimburse the Dealer Manager for its payment of these fees and such fees will be subject to the limitations on underwriting compensation under applicable Financial Industry Regulatory Authority, Inc. (“FINRA”) rules. 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 outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation with respect to all Class A Shares, Class T Shares and Class I 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 issued in connection with the Primary Offering 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, 2017 , $122,475 of distribution fees were recorded as a reduction to stockholders’ equity. As of December 31, 2017 , 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 $163,036 . Summary of Fees and Reimbursements The following tables present the fees and reimbursements incurred to the Advisor Entities and the Dealer Manager for the years ended December 31, 2017 and 2016 and the amount due to related party as of December 31, 2017 , 2016 and 2015 : Type of Fee or Reimbursement Due to Related Party as of December 31, 2016 Year Ended Due to Related Party as of December 31, 2017 Financial Statement Location Incurred Paid Fees to Advisor Entities Asset management Asset management and other fees-related party $ 619 $ 225,411 $ 198,921 $ 27,109 Reimbursements to Advisor Entities Operating costs (1) General and administrative expenses 56,075 151,391 71,201 136,265 Organization (2) General and administrative expenses 1,436 14,166 12,577 3,025 Offering (2) Cost of capital (3) 27,174 269,151 238,968 57,357 Selling commissions Cost of capital (3) — 1,066,305 1,066,305 — Dealer Manager Fees Cost of capital (3) — 755,739 755,739 — Distribution Fees Cost of capital (3) 143,526 122,475 102,965 163,036 Total $ 228,830 $ 2,604,638 $ 2,446,676 $ 386,792 _______________________________________ (1) As of December 31, 2017 , the Advisor Entities have incurred unreimbursed operating costs on behalf of the Company of $13.2 million that remain eligible to allocate to the Company. (2) As of December 31, 2017 , the Advisor Entities have incurred unreimbursed organization and offering costs on behalf of the Company of $5.7 million that remain eligible to allocate to the Company. (3) 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, 2017 , the ratio of offering costs to total capital raised was 7.8% . Type of Fee or Reimbursement Due to Related Party as of December 31, 2015 Year Ended Due to Related Party as of December 31, 2016 Financial Statement Location Incurred Paid 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. (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. (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% . Distribution Support Agreement Pursuant to the Distribution Support Agreement, NorthStar Realty, which is now a subsidiary of Colony NorthStar, 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 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 Shares 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. From inception through December 31, 2017 , pursuant to the Distribution Support Agreement, NorthStar Realty and RXR agreed to purchase an additional 2,399 and 800 shares of the Company’s Class A Shares, respectively, for an aggregate amount of approximately $29,000 . In November 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. Investments The Company expects to acquire more than a majority of its investments through joint venture arrangements with VAF III, an institutional real estate investment fund affiliated with RXR, or future funds or investment entities advised by affiliates of RXR. The Chief Executive Officer of RXR is a member of the Company’s board. As of December 31, 2017 , all of the Company’s investments were structured through joint venture arrangements with VAF III. NorthStar Realty and Investment in RXR Equity In December 2013, NorthStar Realty, which is now a subsidiary of Colony NorthStar, 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. In March 2017, Colony NorthStar, through an affiliate, committed $25.0 million to VAF III for the purposes of investing in CRE located in New York City. As of December 31, 2017 , Colony NorthStar had funded $10.5 million to VAF III, and had a remaining unfunded commitment of $14.5 million . Sub-advisor Fees Affiliates of the Company’s Sub-advisor provide leasing and management services for the property underlying the Company’s unconsolidated venture investment in 1285 AoA. For the year ended December 31, 2017 , the Company’s indirect share of management fees incurred by the unconsolidated venture was approximately $75,000 . 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, 2017 | |
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 Shares 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 accounts 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, are amortized to compensation expense over the vesting period on a straight-line basis. Equity-based compensation is 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, 2017 , the Company’s independent directors have been granted a cumulative total of 30,000 Class A Shares of restricted common stock for an aggregate value of $0.3 million , based on the share price on the date of each grant. The restricted common stock granted vests 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 $133,077 and $ 66,354 for the years ended December 31, 2017 and 2016 , respectively, 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. As of December 31, 2017 , unvested shares totaled 11,250 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock from Primary Offering The following table presents Class A Shares, Class T Shares and Class I Shares the Company issued, and the corresponding gross proceeds generated, in connection with its Primary Offering for the years ended December 31, 2017 and 2016 , and the period from inception through December 31, 2017 (in thousands): Class A Shares Class T Shares Class I Shares Year ended December 31 2017 Shares issued 1,094 1,766 53 Gross proceeds $ 10,973 $ 16,873 $ 486 Year ended December 31, 2016 Shares issued 501 296 74 Gross proceeds $ 5,007 $ 2,831 $ 669 Inception through December 31, 2017 Shares issued 1,815 2,062 128 Gross proceeds $ 17,980 $ 19,704 $ 1,155 In November 2016 , the Company’s board of directors approved an extension of the Offering by one year to February 9, 2018. In February 2018, the Company filed a registration statement on Form S-11 with the SEC for a follow-on public offering of up to $200.0 million in shares of the Company’s common stock, of which $150.0 million are to be offered pursuant to a primary offering and $50.0 million are to be offered pursuant to a distribution reinvestment plan. In accordance with SEC rules and upon the filing of the follow-on registration statement, the Offering was extended to August 8, 2018, or for such longer period as permitted under applicable laws and regulations unless terminated earlier by the Company’s board of directors. The follow-on registration statement has not yet been declared effective by the SEC and there can be no assurance that the Company will commence the follow-on offering or successfully sell the full number of shares registered. On March 15, 2018, the Company’s board of directors determined to terminate the Primary Offering effective March 31, 2018 and the DRP effective April 2, 2018, after the issuance of shares with respect to the distributions declared for the month of March 2018. 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 stock. 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 stock 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. On March 15, 2018, the Company’s board of directors determined to terminate the DRP effective April 2, 2018, after the issuance of shares with respect to the distributions declared for the month of March 2018. From inception through December 31, 2017 , the Company raised gross proceeds of $139,032 pursuant to the DRP. Distributions Distributions to stockholders are declared quarterly by the board of directors of the Company and, for the nine months ended September 30, 2017, were paid monthly based on a daily amount of $0.000273973 per Class A Share and Class I Share, and $0.000273973 per Class T Share less the distribution fees that are payable with respect to such Class T Shares, which was 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 distributions issued in January and May 2017. On August 10, 2017, the board of directors of the Company approved a daily cash distribution of $0.000753425 per share of common stock for each of the three months ended December 31, 2017 , less the distribution fees that are payable with respect to Class T Shares. From October 1, 2017 through December 31, 2017 , the Company paid monthly distributions monthly based on this cash distribution rate, which was equivalent to an annualized distribution amount of $0.275 per share of the Company’s common stock. On November 9, 2017, the board of directors of the Company approved a daily cash distribution of $0.000753425 per share of common stock for each of the three months ended March 31, 2018, less the distribution fees that are payable with respect to Class T Shares. 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 years ended December 31, 2017 and 2016 : Distributions (1) Period Cash DRP Total 2017 First Quarter $ 15,592 $ 9,424 $ 25,016 Second Quarter 21,652 16,766 38,418 Third Quarter 27,542 23,376 50,918 Fourth Quarter 107,476 131,907 239,383 Total 172,262 181,473 353,735 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 such period, even though such distributions are actually paid to stockholders the month following such period. 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 Distributions In April 2016, the board of directors of the Company approved a special stock distribution 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 the Offering and (b) December 31, 2016 . On January 4, 2017, the Company issued the stock distribution to stockholders of record as of December 31, 2016 in the amount of 38,293 , 14,816 and 3,676 Class A Shares, Class T Shares and Class I Shares, 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 the Class A Shares, Class T Shares and Class I Shares declared to be issued or $383 , $148 and $37 , respectively. In November 2016 , the board of directors of the Company authorized an additional special stock distribution to all stockholders of record of Class A Shares, Class T Shares and Class I Shares 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, in an amount equal in value to 10.0% of the current gross offering price of each issued and outstanding Class A Share, Class T Share and Class I Share on the applicable date. The Company received and accepted subscriptions in the Offering in an aggregate amount in excess of $25 million on May 16, 2017, which became the record date. On May 22, 2017, the Company issued the stock distribution to stockholders of record as of May 16, 2017 in the amount of 133,341 , 130,752 and 8,672 Class A Shares, Class T Shares and Class I Shares, respectively. In May 2017, the Company reduced its retained earnings by the par value of the Class A Shares, Class T Shares and Class I Shares declared to be issued or $1,333 , $1,308 and $87 , respectively. The Company has retroactively adjusted net income (loss) per share and distributions declared per share data for the years ended December 31, 2016 and 2015 to reflect the impact of the stock distributions. No selling commissions or dealer manager fees were paid in connection with the shares issued from the special stock distributions. |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 . 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 minimis amount for the years ended December 31, 2017 and 2016 . Other Other non-controlling interest represents third party equity interest in ventures that are consolidated within the Company’s financial statements. Net income attributable to the other non-controlling interest holders was $743,515 for the year ended December 31, 2017 . There was no n et income attributable to the other non-controlling interest holders for the year ended December 31, 2016 . |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2017 | |
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. Investments for which fair value is measured using the NAV as a practical expedient are not categorized within the fair value hierarchy. 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, 2017 , the fair value of the Company’s investment in an unconsolidated venture was $5.4 million . As the Company utilizes NAV to determine fair value as a practical expedient, the Company will not present its investment in 1285 AoA within the fair value hierarchy. Fair Value of Financial Instruments In addition to the above disclosures regarding financial assets or liabilities which are recorded at fair value, U.S. GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value. The following table presents the principal amount, carrying value and fair value of certain financial assets as of December 31, 2017 and 2016 : December 31, 2017 December 31, 2016 Principal Amount Carrying Value Fair Value Principal Amount Carrying Value Fair Value Financial assets: (1) Real estate debt investments (2)(3) $ 35,000,000 $ 34,827,778 $ 35,000,000 $ — $ — $ — ____________________________________________ (1) The fair value of other financial instruments not included in this table is estimated to approximate their carrying value. (2) Includes a $15.0 million mezzanine loan interest acquired through joint ventures with affiliates of RXR and an unaffiliated third party. The Company’s proportionate interest of the loan is 63.3% , representing $9.5 million of the principal amount. The Company consolidates the investment and records a non-controlling interest for the ownership of RXR and the unaffiliated third party. (3) Includes a $20.0 million mezzanine loan interest, net of unamortized origination fee, originated through a joint venture with an affiliate of RXR. The Company’s proportionate interest of the loan is 60.0% , representing $12.0 million of the principal amount. The Company consolidates the investment and records a non-controlling interest for the ownership of RXR. Disclosure about fair value of financial instruments is based on pertinent information available to management as of the reporting date. Although management is not aware of any factors that would significantly affect fair value, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein. Real Estate Debt Investments For the CRE debt investments, fair values were determined: (i) by comparing the current yield to the estimated yield for newly originated loans with similar credit risk or the market yield at which a third party might expect to purchase such investment; or (ii) based on discounted cash flow projections of principal and interest expected to be collected, which includes consideration of the financial standing of the borrower or sponsor as well as operating results of the underlying collateral. As of the reporting date, the Company believes the principal amount approximates fair value. These fair value measurements of CRE debt are generally based on unobservable inputs and, as such, are classified as Level 3 of the fair value hierarchy. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company currently conducts its business through the following three segments, which are based on how management reviews and manages its business: • Commercial Real Estate Debt - CRE debt investments may include subordinate loans and participations in such loans and preferred equity interest. • Commercial Real Estate Equity - CRE equity investments will primarily be high-quality commercial real estate concentrated in the New York metropolitan area with a focus on office and mixed-use properties and a lesser emphasis on multifamily properties. These investments may include direct and indirect ownership in real estate and real estate assets that may or may not be structurally senior to a third party partner’s equity. • Corporate - The corporate segment includes corporate level asset management and other fees - related party and general and administrative expenses. The presentation of the Company’s segment reporting includes investments held directly or indirectly through joint ventures. The following tables present selected results of operations of the Company’s segments for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 Real Estate Debt Real Estate Equity Corporate Total Interest income $ 1,987,256 $ — $ — $ 1,987,256 Other income — — 60,519 60,519 General and administrative expenses (35,041 ) — (385,741 ) (420,782 ) Asset management and other fees - related party — — (225,411 ) (225,411 ) Transaction costs (130,134 ) — — (130,134 ) Income (loss) before equity in earnings (losses) of unconsolidated venture 1,822,081 — (550,633 ) 1,271,448 Equity in earnings (losses) of unconsolidated venture — 394,662 — 394,662 Net income (loss) $ 1,822,081 $ 394,662 $ (550,633 ) $ 1,666,110 Year Ended December 31, 2016 Real Estate Debt Real Estate Equity Corporate Total General and administrative expenses $ — $ — $ (158,417 ) $ (158,417 ) Asset management and other fees - related party — — (148,370 ) (148,370 ) Transaction costs — (144,767 ) — (144,767 ) Income (loss) before equity in earnings (losses) of unconsolidated venture — (144,767 ) (306,787 ) (451,554 ) Equity in earnings (losses) of unconsolidated venture — 939,303 — 939,303 Net income (loss) $ — $ 794,536 $ (306,787 ) $ 487,749 Year Ended December 31, 2015 Real Estate Debt Real Estate Equity Corporate Total General and administrative expenses $ — $ — $ (1,000 ) $ (1,000 ) Net income (loss) $ — $ — $ (1,000 ) $ (1,000 ) The following table presents total assets by segment as of December 31, 2017 and December 31, 2016 : Total Assets Real Estate Debt Real Estate Equity Corporate (1) Total December 31, 2017 $ 35,089,312 $ 5,388,487 $ 10,894,066 $ 51,371,865 December 31, 2016 — 5,173,075 5,472,068 10,645,143 _______________________________________ (1) Includes cash and cash equivalents, unallocated receivables, and other assets, net. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Common Stock from Primary Offering For the period from January 1, 2018 through March 15, 2018 , the Company issued 35,942 Class A Shares, 75,739 Class T Shares and 39,286 Class I Shares, representing gross proceeds of $0.4 million , $0.7 million and $0.4 million , respectively. Follow-on Public Offering and Extension of the Offering On February 2, 2018, the Company filed a registration statement on Form S-11 with the SEC for a follow-on public offering of up to $200.0 million in shares of the Company’s common stock, of which $150.0 million are to be offered pursuant to a primary offering and $50.0 million are to be offered pursuant to a distribution reinvestment plan. In accordance with SEC rules and upon the filing of the follow-on registration statement, the Offering was extended to August 8, 2018, or for such longer period as permitted under applicable laws and regulations unless terminated earlier by the Company’s board of directors. The follow-on registration statement has not yet been declared effective by the SEC and there can be no assurance that the Company will commence the follow-on offering or successfully sell the full number of shares registered. Termination of the Offering On March 15, 2018, the Company’s board of directors has determined to terminate the Primary Offering effective March 31, 2018 and the DRP effective April 2, 2018, after the issuance of shares with respect to the distributions declared for the month of March 2018. Accordingly, any distributions commencing with distributions declared for the month of April 2018 will be paid in cash. Investment Activity On February 23, 2018, the Company, through a subsidiary of its operating partnership, completed the acquisition of an additional $7.0 million interest in a $20.0 million mezzanine loan secured by a pledge of an ownership interest in a luxury condominium development project located in the West Village of New York City. The Company acquired a $12.0 million interest in the loan at origination in August 2017, and together with the additional investment, now holds a $19.0 million interest in the loan. The Company acquired the additional interest from VAF III. The Company funded the investment with proceeds from its ongoing initial public offering of common stock. Distributions On March 15, 2018 , the board of directors of the Company approved a daily cash distribution of $0.000753425 per share of common stock for each of the three months ended June 30, 2018 . Distributions are generally paid to stockholders on the first business day of the month following the month for which the distribution was accrued. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Quarterly Presentation | 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 losses of the VIE or the right to receive 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, including investments in unconsolidated ventures, to determine whether each investment is a VIE. The Company analyzes new investments, as well as reconsideration events for existing investments, which vary depending on type of investment. The most significant consolidated VIE is the Operating Partnership, which 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. The Operating Partnership consolidates certain VIEs that have non-controlling interests. Included in real estate debt investment on the Company’s consolidated balance sheets as of December 31, 2017 is $34.8 million related to such consolidated VIEs. The Company consolidates these entities because it determined it is the primary beneficiary. As of December 31, 2017 , 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, 2017 . The Company did not provide financial support to the unconsolidated VIEs during the year ended December 31, 2017 . As of December 31, 2017 , 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, 2017 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 | 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, the Company may elect the fair value option. The Company will account for an investment in an unconsolidated entity 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 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. 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. 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) 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. |
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. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. The Company has elected the fair value option for its investment in an unconsolidated venture. 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. Investments for which fair value is measured using the NAV as a practical expedient are not categorized within the fair value hierarchy. |
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. Interest income earned on cash deposits is reflected as other income in the consolidated statements of operations. |
Real Estate Debt Investments | Real Estate Debt Investments CRE debt investments are generally intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan fees, premium and discount. CRE debt investments that are deemed to be impaired are carried at amortized cost less a reserve, if deemed appropriate, which would approximate fair value. CRE debt investments where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated fair value. |
Acquisition Fees and Expenses | Acquisition Expenses The total of all acquisition expenses for an investment 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. From inception through December 31, 2017 , total acquisition expenses did not exceed the allowed limit for any investment. The Company records as an expense certain acquisition costs 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. |
Revenue Recognition | Revenue Recognition Real Estate Debt Investments Interest income is recognized on an accrual basis and any related premium, discount, origination costs and fees are amortized over the life of the investment using the effective interest method. The amortization is reflected as an adjustment to interest income in the consolidated statements of operations. The amortization of a premium or accretion of a discount is discontinued if such investment is reclassified to held for sale. |
Credit Losses and Impairment on Investments | Credit Losses and Impairment on Investments Real Estate Debt Investments CRE debt investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect all principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of reserves on a quarterly basis or more frequently as necessary. Significant judgment of the Company is required in this analysis. The Company considers the estimated net recoverable value of the investment as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the investment, a reserve is recorded with a corresponding charge to a credit provision. The reserve is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for an investment at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Company, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired investment is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the investment becomes contractually current and performance is demonstrated to be resumed. Interest accrued and not collected will be reversed against interest income. An investment is written off when it is no longer realizable and/or legally discharged. As of December 31, 2017 , the Company did not have any impaired CRE debt 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. As of December 31, 2017 , the Company did not have any investments in unconsolidated ventures for which the Company did not elect the fair value option. |
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 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 Shares 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 accounts 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, are amortized to compensation expense over the vesting period on a straight-line basis. Equity-based compensation is recorded in general and administrative expenses in the consolidated statements of operations. |
Income Taxes | I ncome Taxes The Company elected 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 maintain its qualification 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 Equity Method Accounting —In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting , 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 statements of cash flows. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. Credit Losses —In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses , which 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. Cash Flow Classifications —In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in certain classifications on the statement of cash flows. This guidance addresses eight types of cash flows, which includes clarifying how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows, as well as requiring an accounting policy election for classification of distributions received from equity method investees using either the cumulative earnings or nature of distributions approach, among others. Transition will generally be on a retrospective basis. The Company adopted this standard on January 1, 2018. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. Restricted Cash —In November 2016 , the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash, 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. The Company early adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. Business Combinations —In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which amends the guidance for determining whether a transaction involves the purchase or disposal of a business or an asset. The amendments clarify 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 of transferred assets and activities is not a business. The guidance is effective for fiscal years, and interim periods within those years, beginning 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). A significant difference between the accounting for an asset acquisition and a business combination is that transaction costs are capitalized for an asset acquisition, rather than expensed for a business combination. The Company adopted the standard on its required effective date of January 1, 2018. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. Derecognition of Partial Sales of Nonfinancial Assets —In February 2017, the FASB issued ASU No. 2017-05, Clarifying the Scope of Asset Derecognition and Accounting for Partial Sales of Nonfinancial Assets , which clarifies the scope and application of recently established guidance on recognition of gains and losses from derecognition of non-financial assets, and defines in-substance non-financial assets. In addition, the guidance clarifies the accounting for partial sales of non-financial assets to be more consistent with the accounting for sale of a business. Specifically, in a partial sale to a non-customer, when a non-controlling interest is received or retained, the latter is considered a non-cash consideration and measured at fair value, which would result in full gain or loss recognized upon sale. The effective date for this guidance is January 1, 2018, with early adoption permitted beginning January 1, 2017. The Company adopted this standard on January 1, 2018, using the modified retrospective approach. Under the new standard, if the Company sells a partial interest in its real estate assets to noncustomers or contributes real estate assets to unconsolidated ventures, and the Company retains a noncontrolling interest in the asset, such transactions could result in a larger gain on sale. The adoption of this standard could have a material impact to the Company's results of operations in a period if the Company sells a significant partial interest in a real estate asset. There were no such sales for the year ended December 31, 2017. |
Real Estate Debt Investment (Ta
Real Estate Debt Investment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Real Estate Investments | The following table presents the Company’s real estate debt investments as of December 31, 2017 : Asset type: Count Principal Amount Carrying Value Spread over LIBOR (1) Floating Rate as % of Principal Amount Mezzanine loans (2)(3) 2 $ 35,000,000 $ 34,827,778 9.39 % 100.0 % ____________________________________________ (1) Represents weighted average spread over LIBOR, based on principal amount. (2) Includes a $15.0 million mezzanine loan interest acquired through joint ventures with affiliates of RXR and an unaffiliated third party. The Company’s proportionate interest of the loan is 63.3% , representing $9.5 million of the principal amount. The Company consolidates the loan and records a non-controlling interest for the ownership of RXR and an unaffiliated third party. Refer to Note 2, “Summary of Significant Accounting Policies—Principles of Consolidation,” for further information. (3) Includes a $20.0 million mezzanine loan interest, net of unamortized origination fee, originated through a joint venture with an affiliate of RXR. The Company’s proportionate interest of the loan is 60.0% , representing $12.0 million of the principal amount. The Company consolidates the loan and records a non-controlling interest for the ownership of RXR. Refer to Note 2, “Summary of Significant Accounting Policies—Principles of Consolidation,” for further information. |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Summary of Fees and Reimbursements to the Advisor Entities and Dealer Manager | The following tables present the fees and reimbursements incurred to the Advisor Entities and the Dealer Manager for the years ended December 31, 2017 and 2016 and the amount due to related party as of December 31, 2017 , 2016 and 2015 : Type of Fee or Reimbursement Due to Related Party as of December 31, 2016 Year Ended Due to Related Party as of December 31, 2017 Financial Statement Location Incurred Paid Fees to Advisor Entities Asset management Asset management and other fees-related party $ 619 $ 225,411 $ 198,921 $ 27,109 Reimbursements to Advisor Entities Operating costs (1) General and administrative expenses 56,075 151,391 71,201 136,265 Organization (2) General and administrative expenses 1,436 14,166 12,577 3,025 Offering (2) Cost of capital (3) 27,174 269,151 238,968 57,357 Selling commissions Cost of capital (3) — 1,066,305 1,066,305 — Dealer Manager Fees Cost of capital (3) — 755,739 755,739 — Distribution Fees Cost of capital (3) 143,526 122,475 102,965 163,036 Total $ 228,830 $ 2,604,638 $ 2,446,676 $ 386,792 _______________________________________ (1) As of December 31, 2017 , the Advisor Entities have incurred unreimbursed operating costs on behalf of the Company of $13.2 million that remain eligible to allocate to the Company. (2) As of December 31, 2017 , the Advisor Entities have incurred unreimbursed organization and offering costs on behalf of the Company of $5.7 million that remain eligible to allocate to the Company. (3) 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, 2017 , the ratio of offering costs to total capital raised was 7.8% . Type of Fee or Reimbursement Due to Related Party as of December 31, 2015 Year Ended Due to Related Party as of December 31, 2016 Financial Statement Location Incurred Paid 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. (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. (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, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | The following table presents Class A Shares, Class T Shares and Class I Shares the Company issued, and the corresponding gross proceeds generated, in connection with its Primary Offering for the years ended December 31, 2017 and 2016 , and the period from inception through December 31, 2017 (in thousands): Class A Shares Class T Shares Class I Shares Year ended December 31 2017 Shares issued 1,094 1,766 53 Gross proceeds $ 10,973 $ 16,873 $ 486 Year ended December 31, 2016 Shares issued 501 296 74 Gross proceeds $ 5,007 $ 2,831 $ 669 Inception through December 31, 2017 Shares issued 1,815 2,062 128 Gross proceeds $ 17,980 $ 19,704 $ 1,155 |
Schedule of Distributions Declared | The following table presents distributions declared for the years ended December 31, 2017 and 2016 : Distributions (1) Period Cash DRP Total 2017 First Quarter $ 15,592 $ 9,424 $ 25,016 Second Quarter 21,652 16,766 38,418 Third Quarter 27,542 23,376 50,918 Fourth Quarter 107,476 131,907 239,383 Total 172,262 181,473 353,735 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 such period, even though such distributions are actually paid to stockholders the month following such period. |
Fair Value Fair Value (Tables)
Fair Value Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, by Balance Sheet Grouping | The following table presents the principal amount, carrying value and fair value of certain financial assets as of December 31, 2017 and 2016 : December 31, 2017 December 31, 2016 Principal Amount Carrying Value Fair Value Principal Amount Carrying Value Fair Value Financial assets: (1) Real estate debt investments (2)(3) $ 35,000,000 $ 34,827,778 $ 35,000,000 $ — $ — $ — ____________________________________________ (1) The fair value of other financial instruments not included in this table is estimated to approximate their carrying value. (2) Includes a $15.0 million mezzanine loan interest acquired through joint ventures with affiliates of RXR and an unaffiliated third party. The Company’s proportionate interest of the loan is 63.3% , representing $9.5 million of the principal amount. The Company consolidates the investment and records a non-controlling interest for the ownership of RXR and the unaffiliated third party. (3) Includes a $20.0 million mezzanine loan interest, net of unamortized origination fee, originated through a joint venture with an affiliate of RXR. The Company’s proportionate interest of the loan is 60.0% , representing $12.0 million of the principal amount. The Company consolidates the investment and records a non-controlling interest for the ownership of RXR. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting by Segment | The following tables present selected results of operations of the Company’s segments for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 Real Estate Debt Real Estate Equity Corporate Total Interest income $ 1,987,256 $ — $ — $ 1,987,256 Other income — — 60,519 60,519 General and administrative expenses (35,041 ) — (385,741 ) (420,782 ) Asset management and other fees - related party — — (225,411 ) (225,411 ) Transaction costs (130,134 ) — — (130,134 ) Income (loss) before equity in earnings (losses) of unconsolidated venture 1,822,081 — (550,633 ) 1,271,448 Equity in earnings (losses) of unconsolidated venture — 394,662 — 394,662 Net income (loss) $ 1,822,081 $ 394,662 $ (550,633 ) $ 1,666,110 Year Ended December 31, 2016 Real Estate Debt Real Estate Equity Corporate Total General and administrative expenses $ — $ — $ (158,417 ) $ (158,417 ) Asset management and other fees - related party — — (148,370 ) (148,370 ) Transaction costs — (144,767 ) — (144,767 ) Income (loss) before equity in earnings (losses) of unconsolidated venture — (144,767 ) (306,787 ) (451,554 ) Equity in earnings (losses) of unconsolidated venture — 939,303 — 939,303 Net income (loss) $ — $ 794,536 $ (306,787 ) $ 487,749 Year Ended December 31, 2015 Real Estate Debt Real Estate Equity Corporate Total General and administrative expenses $ — $ — $ (1,000 ) $ (1,000 ) Net income (loss) $ — $ — $ (1,000 ) $ (1,000 ) The following table presents total assets by segment as of December 31, 2017 and December 31, 2016 : Total Assets Real Estate Debt Real Estate Equity Corporate (1) Total December 31, 2017 $ 35,089,312 $ 5,388,487 $ 10,894,066 $ 51,371,865 December 31, 2016 — 5,173,075 5,472,068 10,645,143 _______________________________________ (1) Includes cash and cash equivalents, unallocated receivables, and other assets, net. |
Business and Organization (Deta
Business and Organization (Details) | Feb. 02, 2018USD ($) | Dec. 23, 2015USD ($) | Mar. 28, 2014USD ($)shares | Feb. 28, 2018USD ($) | Nov. 30, 2016 | Dec. 31, 2017USD ($)employee$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Mar. 15, 2018USD ($) | Dec. 31, 2017USD ($)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 | $ 26,121,464 | $ 7,697,289 | |||||||||
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 | |||||||||||
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 | 1,094,000 | 501,000 | 1,815,000 | ||||||||
Net proceeds from issuance of common stock | $ 200,000 | $ 10,973,000 | $ 5,007,000 | $ 17,980,000 | |||||||
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 | |||||||||||
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 | 1,766,000 | 296,000 | 2,062,000 | ||||||||
Net proceeds from issuance of common stock | $ 16,873,000 | $ 2,831,000 | $ 19,704,000 | ||||||||
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 | 53,000 | 74,000 | 128,000 | ||||||||
Net proceeds from issuance of common stock | $ 486,000 | $ 669,000 | $ 1,155,000 | ||||||||
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 | $ 40,600,000 | ||||||||||
Subsequent Event | Distribution Reinvestment Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from issuance of common stock, dividend reinvestment plan | $ 278,478 | ||||||||||
Subsequent Event | Follow-on Public Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Follow-on public offering | $ 200,000,000 | $ 200,000,000 | |||||||||
Subsequent Event | Follow-on Primary Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Follow-on public offering | 150,000,000 | 150,000,000 | |||||||||
Subsequent Event | Follow-on Distribution Reinvestment Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Follow-on public offering | $ 50,000,000 | $ 50,000,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Real estate debt investments, net | $ 34,827,778 | $ 0 |
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% |
Investment in Unconsolidated 26
Investment in Unconsolidated Venture (Details) ft² in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2016USD ($) | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 1.00% | |||
Equity in earnings (losses) of unconsolidated venture | $ 394,662 | $ 939,303 | $ 0 | |
Dividends from unconsolidated venture | 179,250 | 64,070 | 0 | |
Change in fair value | $ 394,662 | $ 939,303 | $ 0 | |
RXR Realty | ||||
Business Acquisition [Line Items] | ||||
Investment in unconsolidated venture | $ 1,650,000,000 | |||
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 | |||
Carrying value | $ 5,400,000 | |||
Equity in earnings (losses) of unconsolidated venture | 394,662 | |||
Dividends from unconsolidated venture | 179,250 | |||
Change in fair value | $ 215,412 |
Real Estate Debt Investment (De
Real Estate Debt Investment (Details) | 1 Months Ended | ||
Aug. 31, 2017USD ($)extension | May 31, 2017USD ($)extension | Dec. 31, 2017USD ($) | |
Times Square, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire interest in subsidiaries and affiliates | $ 9,500,000 | ||
Number of optional extensions to initial maturity date | extension | 2 | ||
Duration of extension options | 1 year | ||
West Village, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of optional extensions to initial maturity date | extension | 2 | ||
Duration of extension options | 1 year | ||
Proportionate interest in debt instrument | $ 12,000,000 | ||
Debt issuance costs, percentage | 1.00% | ||
Mortgage loan on real estate term (in years) | 3 years | ||
Corporate Joint Venture | Mezzanine Loan | Times Square, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Face amount of mortgages | $ 15,000,000 | ||
VAF III | Times Square, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire interest in subsidiaries and affiliates | $ 500,000 | ||
Unaffiliated Third Party | Times Square, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire interest in subsidiaries and affiliates | 5,000,000 | ||
London Interbank Offered Rate (LIBOR) | Mezzanine Loan | |||
Schedule of Equity Method Investments [Line Items] | |||
Spread over LIBOR | 9.39% | ||
London Interbank Offered Rate (LIBOR) | Mezzanine Loan | Times Square, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Spread over LIBOR | 9.25% | ||
London Interbank Offered Rate (LIBOR) | Mezzanine Loan | West Village, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Floating interest rate | 9.50% | ||
VAF III | West Village, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Proportionate interest in debt instrument | $ 8,000,000 | ||
VAF III | Corporate Joint Venture | Mezzanine Loan | Times Square, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Face amount of mortgages | $ 15,000,000 | ||
VAF III | Corporate Joint Venture | Mezzanine Loan | West Village, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Face amount of mortgages | $ 20,000,000 | $ 20,000,000 | |
Maximum | London Interbank Offered Rate (LIBOR) | West Village, New York | |||
Schedule of Equity Method Investments [Line Items] | |||
Basis spread on variable rate | 1.50% |
Real Estate Debt Investment Sch
Real Estate Debt Investment Schedule of Real Estate Debt Investment (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)loan | Aug. 31, 2017USD ($) | May 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Carrying Value | $ 34,827,778 | $ 0 | ||
West Village, New York | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Proportionate interest in debt instrument | $ 12,000,000 | |||
Mezzanine Loan | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Count | loan | 2 | |||
Principal Amount | $ 35,000,000 | |||
Carrying Value | $ 34,827,778 | |||
Floating Rate as % of Principal Amount | 100.00% | |||
Mezzanine Loan | London Interbank Offered Rate (LIBOR) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Spread over LIBOR | 9.39% | |||
Mezzanine Loan | London Interbank Offered Rate (LIBOR) | Times Square, New York | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Spread over LIBOR | 9.25% | |||
VAF III | West Village, New York | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Proportionate interest in debt instrument | 8,000,000 | |||
Corporate Joint Venture | Mezzanine Loan | Times Square, New York | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Face amount of mortgages | $ 15,000,000 | |||
Ownership percentage | 63.30% | |||
Proportionate interest in debt instrument | $ 9,500,000 | |||
Corporate Joint Venture | Mezzanine Loan | West Village, New York | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Face amount of mortgages | $ 20,000,000 | |||
Ownership percentage | 60.00% | |||
Proportionate interest in debt instrument | $ 12,000,000 | |||
Corporate Joint Venture | Mezzanine Loan | Times Square, New York | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Face amount of mortgages | 15,000,000 | |||
Corporate Joint Venture | VAF III | Mezzanine Loan | Times Square, New York | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Face amount of mortgages | $ 15,000,000 | |||
Corporate Joint Venture | VAF III | Mezzanine Loan | West Village, New York | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Face amount of mortgages | $ 20,000,000 | $ 20,000,000 |
Related Party Arrangements (Nar
Related Party Arrangements (Narrative) (Details) | Dec. 23, 2015USD ($)shares | Mar. 28, 2014USD ($) | Jun. 30, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2017USD ($)quartershares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)shares | Mar. 31, 2017USD ($) | Dec. 31, 2013 |
Acquisition Fee | |||||||||||||
Fees and reimbursements incurred | $ 2,604,638 | $ 1,046,308 | |||||||||||
Dealer Manager | |||||||||||||
Due to related party | 386,792 | 228,830 | $ 20,000 | $ 386,792 | $ 386,792 | ||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock | 26,121,464 | 7,697,289 | |||||||||||
NorthStar Realty and RXR [Abstract] | |||||||||||||
Investment in unconsolidated ventures | $ 0 | $ 4,297,842 | 0 | ||||||||||
Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock (shares) | shares | 1,094,000 | 501,000 | 1,815,000 | ||||||||||
Net proceeds from issuance of common stock | $ 200,000 | $ 10,973,000 | $ 5,007,000 | $ 17,980,000 | |||||||||
Class T | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock (shares) | shares | 1,766,000 | 296,000 | 2,062,000 | ||||||||||
Net proceeds from issuance of common stock | $ 16,873,000 | $ 2,831,000 | $ 19,704,000 | ||||||||||
Class I | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock (shares) | shares | 53,000 | 74,000 | 128,000 | ||||||||||
Net proceeds from issuance of common stock | $ 486,000 | $ 669,000 | $ 1,155,000 | ||||||||||
Sub-Advisor | |||||||||||||
Advisor Entities | |||||||||||||
Sub-advisors percentage rights to fees | 50.00% | ||||||||||||
Sub-advisors percentage rights to reimbursements | 25.00% | ||||||||||||
Sub-Advisor | Asset Management Fee | |||||||||||||
Acquisition Fee | |||||||||||||
Fees and reimbursements incurred | $ 75,000 | ||||||||||||
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% | ||||||||||||
Advisor | |||||||||||||
Advisor Entities | |||||||||||||
Term of renewed agreement | 1 year | ||||||||||||
Advisor | Asset Management Fee | |||||||||||||
Asset Management Fee | |||||||||||||
Annual asset management fee rate | 1.00% | 1.25% | |||||||||||
Asset management fee monthly factor | 8.33% | ||||||||||||
Monthly asset management fee rate | 0.08% | 0.10% | |||||||||||
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% | ||||||||||||
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 | ||||||||||||
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% | ||||||||||||
Dealer Manager | Class A and T | |||||||||||||
Dealer Manager | |||||||||||||
Percent of gross proceeds of the Primary Offering (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 | 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 I | |||||||||||||
Dealer Manager | |||||||||||||
Distribution fee, percent of gross proceeds (up to) | 2.00% | ||||||||||||
Dealer Manager | Maximum | Class I | |||||||||||||
Dealer Manager | |||||||||||||
Dealer agreement eligibility period | 8 years | ||||||||||||
Dealer Manager | Selling Commissions and Fees Related to DRP | |||||||||||||
Dealer Manager | |||||||||||||
Selling commissions or dealer manager fees paid | $ 0 | ||||||||||||
Dealer Manager | Selling Commissions Or Dealer Manager Fees | Class I | |||||||||||||
Dealer Manager | |||||||||||||
Selling commissions or dealer manager fees paid | 0 | ||||||||||||
Asset management and other fees - related party | Advisor | Asset Management Fee | |||||||||||||
Acquisition Fee | |||||||||||||
Fees and reimbursements incurred | 225,411 | 38,272 | |||||||||||
Dealer Manager | |||||||||||||
Due to related party | 27,109 | 619 | 0 | 27,109 | 27,109 | ||||||||
Asset management and other fees - related party | Advisor | Acquisition Fee | |||||||||||||
Acquisition Fee | |||||||||||||
Fees and reimbursements incurred | 110,098 | $ 100,000 | |||||||||||
Dealer Manager | |||||||||||||
Due to related party | 0 | 0 | |||||||||||
Asset management and other fees - related party | Advisor | Disposition Fee | |||||||||||||
Acquisition Fee | |||||||||||||
Fees and reimbursements incurred | $ 0 | ||||||||||||
Cost of capital | Dealer Manager | Selling Commissions Or Dealer Manager Fees | |||||||||||||
Dealer Manager | |||||||||||||
Due to related party | 163,036 | 163,036 | 163,036 | ||||||||||
Cost of capital | Dealer Manager | Distribution Fees | |||||||||||||
Acquisition Fee | |||||||||||||
Fees and reimbursements incurred | 122,475 | 145,565 | |||||||||||
Dealer Manager | |||||||||||||
Due to related party | $ 163,036 | $ 143,526 | $ 0 | 163,036 | 163,036 | ||||||||
Distribution Support Agreement | Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock | 29,000 | ||||||||||||
Distribution Support Agreement | NorthStar Realty | Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Commitment to purchase common stock (percentage) | 75.00% | ||||||||||||
Commitment to purchase common stock | $ 10,000,000 | $ 10,000,000 | 10,000,000 | ||||||||||
Net proceeds from issuance of common stock (shares) | shares | 164,835 | 2,399 | |||||||||||
Net proceeds from issuance of common stock | $ 1,500,000 | ||||||||||||
Distribution Support Agreement | RXR Realty | Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Commitment to purchase common stock (percentage) | 25.00% | ||||||||||||
Net proceeds from issuance of common stock (shares) | shares | 54,945 | 800 | |||||||||||
Net proceeds from issuance of common stock | $ 500,000 | ||||||||||||
RXR Realty | NorthStar Realty | |||||||||||||
NorthStar Realty and RXR [Abstract] | |||||||||||||
Equity method investment, ownership percentage | 27.00% | ||||||||||||
Equity method investment, parent funding commitment | $ 25,000,000 | ||||||||||||
Investment in unconsolidated ventures | $ 10,500,000 | ||||||||||||
Remaining unfunded commitment | $ 14,500,000 | $ 14,500,000 | $ 14,500,000 |
Related Party Arrangements - Su
Related Party Arrangements - Summary of Fees and Reimbursements (Details) | 12 Months Ended | 14 Months Ended | |
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 28, 2017USD ($) | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party, beginning balance | $ 228,830 | $ 20,000 | |
Fees and reimbursements incurred | 2,604,638 | 1,046,308 | |
Fees and reimbursements paid | 2,446,676 | 837,478 | |
Due to related party, ending balance | $ 386,792 | $ 228,830 | |
Ratio of offering costs to total capital raised | 0.078 | 0.095 | |
Advisor Entities | Unreimbursed Operating Costs | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Fees and reimbursements incurred | $ 13,200,000 | $ 11,100,000 | |
Advisor Entities | Unreimbursed Organization and Offering Costs | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Fees and reimbursements incurred | 5,700,000 | 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, beginning balance | 619 | 0 | |
Fees and reimbursements incurred | 225,411 | 38,272 | |
Fees and reimbursements paid | 198,921 | 37,653 | |
Due to related party, ending balance | 27,109 | 619 | |
Asset management and other fees - related party | Advisor Entities | Acquisition | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party, beginning balance | 0 | 0 | |
Fees and reimbursements incurred | 110,098 | $ 100,000 | |
Fees and reimbursements paid | 110,098 | ||
Due to related party, ending balance | 0 | ||
Asset management and other fees - related party | Advisor Entities | Disposition | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Fees and reimbursements incurred | $ 0 | ||
Real Estate Debt Investments, Net | Advisor Entities | Disposition | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party, beginning balance | 0 | 0 | |
Fees and reimbursements incurred | 0 | ||
Fees and reimbursements paid | 0 | ||
Due to related party, ending balance | 0 | ||
General and administrative expenses | Advisor Entities | Operating costs | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party, beginning balance | 56,075 | 0 | |
Fees and reimbursements incurred | 151,391 | 83,665 | |
Fees and reimbursements paid | 71,201 | 27,590 | |
Due to related party, ending balance | 136,265 | 56,075 | |
General and administrative expenses | Advisor Entities | Organization | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party, beginning balance | 1,436 | 1,000 | |
Fees and reimbursements incurred | 14,166 | 4,259 | |
Fees and reimbursements paid | 12,577 | 3,823 | |
Due to related party, ending balance | 3,025 | 1,436 | |
Cost of capital | Advisor Entities | Offering | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party, beginning balance | 27,174 | 19,000 | |
Fees and reimbursements incurred | 269,151 | 80,819 | |
Fees and reimbursements paid | 238,968 | 72,645 | |
Due to related party, ending balance | 57,357 | 27,174 | |
Cost of capital | Dealer Manager | Selling Commissions | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party, beginning balance | 0 | 0 | |
Fees and reimbursements incurred | 1,066,305 | 354,699 | |
Fees and reimbursements paid | 1,066,305 | 354,699 | |
Due to related party, ending balance | 0 | 0 | |
Cost of capital | Dealer Manager | Dealer Manager Fees | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party, beginning balance | 0 | 0 | |
Fees and reimbursements incurred | 755,739 | 228,931 | |
Fees and reimbursements paid | 755,739 | 228,931 | |
Due to related party, ending balance | 0 | 0 | |
Cost of capital | Dealer Manager | Distribution Fees | |||
Related Party Transaction, Due to Related Parties [Roll Forward] | |||
Due to related party, beginning balance | 143,526 | 0 | |
Fees and reimbursements incurred | 122,475 | 145,565 | |
Fees and reimbursements paid | 102,965 | 2,039 | |
Due to related party, ending balance | $ 163,036 | $ 143,526 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - Restricted stock | 12 Months Ended | |
Dec. 31, 2017USD ($)directorshares | Dec. 31, 2016USD ($) | |
Equity-based compensation | ||
Number of independent directors | director | 3 | |
Quarterly vesting period (in years) | 2 years | |
Equity-based compensation expense | $ | $ 133,077 | $ 66,354 |
Shares granted (shares) | shares | 11,250 | |
Class A common | ||
Equity-based compensation | ||
Cumulative shares granted (shares) | shares | 30,000 | |
Aggregate value of stock granted | $ | $ 300,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock from Primary Offering (Narrative) (Details) - USD ($) shares in Thousands | Feb. 02, 2018 | Mar. 28, 2014 | Feb. 28, 2018 | Nov. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||
Common stock offering | $ 26,121,464 | $ 7,697,289 | |||||
Offering extension period | 1 year | ||||||
Class A | |||||||
Class of Stock [Line Items] | |||||||
Number of shares of common stock issued (shares) | 1,094 | 501 | 1,815 | ||||
Common stock offering | $ 200,000 | $ 10,973,000 | $ 5,007,000 | $ 17,980,000 | |||
Class T | |||||||
Class of Stock [Line Items] | |||||||
Number of shares of common stock issued (shares) | 1,766 | 296 | 2,062 | ||||
Common stock offering | $ 16,873,000 | $ 2,831,000 | $ 19,704,000 | ||||
Class I | |||||||
Class of Stock [Line Items] | |||||||
Number of shares of common stock issued (shares) | 53 | 74 | 128 | ||||
Common stock offering | $ 486,000 | $ 669,000 | $ 1,155,000 | ||||
Subsequent Event | Follow-on Public Offering | |||||||
Class of Stock [Line Items] | |||||||
Follow-on public offering | $ 200,000,000 | $ 200,000,000 | |||||
Subsequent Event | Follow-on Primary Offering | |||||||
Class of Stock [Line Items] | |||||||
Follow-on public offering | 150,000,000 | 150,000,000 | |||||
Subsequent Event | Follow-on Distribution Reinvestment Plan | |||||||
Class of Stock [Line Items] | |||||||
Follow-on public offering | $ 50,000,000 | $ 50,000,000 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distribution Reinvestment Plan (Narrative) (Details) - USD ($) | 12 Months Ended | 45 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Oct. 26, 2016 | Feb. 09, 2015 | |
Stockholders Equity Note [Line Items] | |||||
Gross proceeds raised pursuant to DRP | $ 135,868 | $ 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 | $ 139,032 | ||||
Class A common | Distribution Reinvestment Plan | |||||
Stockholders Equity Note [Line Items] | |||||
Purchase price (in dollars per share) | $ 9.81 | $ 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 | $ 9.27 | |
Class I Common | Distribution Reinvestment Plan | |||||
Stockholders Equity Note [Line Items] | |||||
Purchase price (in dollars per share) | $ 9.10 | $ 9.10 | $ 9.10 | ||
Dealer Manager | Selling Commissions and Fees Related to DRP | |||||
Stockholders Equity Note [Line Items] | |||||
Selling commissions or dealer manager fees paid | $ 0 |
Stockholders' Equity - Distri34
Stockholders' Equity - Distributions (Narrative) (Details) - $ / shares | Nov. 09, 2017 | Aug. 10, 2017 | Nov. 30, 2016 | Dec. 31, 2017 | Sep. 30, 2017 |
Class of Stock [Line Items] | |||||
Daily cash distribution (in dollars per share) | $ 0.000753425 | $ 0.000753425 | |||
Annualized distribution amount (in dollars per share) | $ 0.275 | $ 0.10 | |||
Class A common | |||||
Class of Stock [Line Items] | |||||
Daily cash distribution (in dollars per share) | 0.000273973 | ||||
Class I Common | |||||
Class of Stock [Line Items] | |||||
Daily cash distribution (in dollars per share) | $ 0.000273973 | ||||
Class T common | |||||
Class of Stock [Line Items] | |||||
Daily cash distribution (in dollars per share) | $ 0.000273973 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends Declared (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||||||||||
Cash | $ 107,476 | $ 27,542 | $ 21,652 | $ 15,592 | $ 8,533 | $ 7,637 | $ 3,175 | $ 0 | $ 172,262 | $ 19,345 |
DRP | 131,907 | 23,376 | 16,766 | 9,424 | 3,357 | 1,205 | 20 | 0 | 181,473 | 4,582 |
Total | $ 239,383 | $ 50,918 | $ 38,418 | $ 25,016 | $ 11,890 | $ 8,842 | $ 3,195 | $ 0 | $ 353,735 | $ 23,927 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Threshold period to repurchase shares (less than) | 1 year |
Stockholders' Equity - Stock Di
Stockholders' Equity - Stock Distribution (Details) - USD ($) | May 22, 2017 | May 16, 2017 | May 31, 2017 | Nov. 30, 2016 | Apr. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||||
Offering threshold for special stock dividends | $ 25,000,000 | $ 25,000,000 | $ 100,000,000 | ||||
Class A | |||||||
Class of Stock [Line Items] | |||||||
Common stock dividends, (shares) | 133,341 | 38,293 | |||||
Percent of current gross offering price for special stock dividend | 10.00% | 5.00% | |||||
Stock issued during period, value, stock dividend | $ 1,333 | $ 383 | |||||
Class T | |||||||
Class of Stock [Line Items] | |||||||
Common stock dividends, (shares) | 130,752 | 14,816 | |||||
Stock issued during period, value, stock dividend | 1,308 | $ 148 | |||||
Class I | |||||||
Class of Stock [Line Items] | |||||||
Common stock dividends, (shares) | 8,672 | 3,676 | |||||
Stock issued during period, value, stock dividend | $ 87 | $ 37 | |||||
Dealer Manager | Selling Commissions and Fees Related to Stock Distribution | |||||||
Class of Stock [Line Items] | |||||||
Selling commissions or dealer manager fees paid | $ 0 | $ 0 |
Non-controlling Interest Narrat
Non-controlling Interest Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | |||
Net income (loss) attributable to non-controlling interests | $ 743,515 | $ (53) | $ (1) |
Unaffiliated Third Party | |||
Noncontrolling Interest [Line Items] | |||
Net income (loss) attributable to non-controlling interests | 743,515 | 0 | |
Operating Partnership | |||
Noncontrolling Interest [Line Items] | |||
Net income (loss) attributable to non-controlling interests | $ 0 | $ 0 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Dec. 31, 2017 | Aug. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | |||
Fair value of investment in unconsolidated venture | $ 5,400,000 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate debt investments, net | 34,827,778 | $ 0 | |
Mezzanine Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate debt investments, net | 34,827,778 | ||
Times Square, New York | Corporate Joint Venture | Mezzanine Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Face amount of mortgages | $ 15,000,000 | ||
Ownership percentage | 63.30% | ||
Proportionate interest in debt instrument | $ 9,500,000 | ||
West Village, New York | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Proportionate interest in debt instrument | $ 12,000,000 | ||
West Village, New York | Corporate Joint Venture | Mezzanine Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Face amount of mortgages | $ 20,000,000 | ||
Ownership percentage | 60.00% | ||
Proportionate interest in debt instrument | $ 12,000,000 | ||
Principal Amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate debt investments, net | 35,000,000 | 0 | |
Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate debt investments, net | 34,827,778 | 0 | |
Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate debt investments, net | $ 35,000,000 | $ 0 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | ||
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 3 | |||
Interest income | $ 1,987,256 | $ 0 | $ 0 | |
Other income | 60,519 | 0 | 0 | |
General and administrative expenses | (420,782) | (158,417) | (1,000) | |
Asset management and other fees - related party | (225,411) | (148,370) | 0 | |
Transaction costs | (130,134) | (144,767) | 0 | |
Income (loss) before equity in earnings (losses) of unconsolidated venture | 1,271,448 | (451,554) | (1,000) | |
Equity in earnings (losses) of unconsolidated venture | 394,662 | 939,303 | 0 | |
Net income (loss) | 1,666,110 | 487,749 | (1,000) | |
Assets | [1] | 51,371,865 | 10,645,143 | |
Real Estate Debt | ||||
Segment Reporting Information [Line Items] | ||||
Interest income | 1,987,256 | |||
Other income | 0 | |||
General and administrative expenses | (35,041) | 0 | 0 | |
Asset management and other fees - related party | 0 | 0 | ||
Transaction costs | (130,134) | 0 | ||
Income (loss) before equity in earnings (losses) of unconsolidated venture | 1,822,081 | 0 | ||
Equity in earnings (losses) of unconsolidated venture | 0 | 0 | ||
Net income (loss) | 1,822,081 | 0 | 0 | |
Assets | 35,089,312 | 0 | ||
Real Estate Equity | ||||
Segment Reporting Information [Line Items] | ||||
Interest income | 0 | |||
Other income | 0 | |||
General and administrative expenses | 0 | 0 | 0 | |
Asset management and other fees - related party | 0 | 0 | ||
Transaction costs | 0 | (144,767) | ||
Income (loss) before equity in earnings (losses) of unconsolidated venture | 0 | (144,767) | ||
Equity in earnings (losses) of unconsolidated venture | 394,662 | 939,303 | ||
Net income (loss) | 394,662 | 794,536 | 0 | |
Assets | 5,388,487 | 5,173,075 | ||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Interest income | 0 | |||
Other income | 60,519 | |||
General and administrative expenses | (385,741) | (158,417) | (1,000) | |
Asset management and other fees - related party | (225,411) | (148,370) | ||
Transaction costs | 0 | 0 | ||
Income (loss) before equity in earnings (losses) of unconsolidated venture | (550,633) | (306,787) | ||
Equity in earnings (losses) of unconsolidated venture | 0 | 0 | ||
Net income (loss) | (550,633) | (306,787) | $ (1,000) | |
Assets | $ 10,894,066 | $ 5,472,068 | ||
[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, 2017, the Operating Partnership includes $34.8 million of assets of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
Subsequent Events - Common Stoc
Subsequent Events - Common Stock from Primary Offering (Details) - USD ($) | Mar. 28, 2014 | Mar. 15, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||
Common stock offering | $ 26,121,464 | $ 7,697,289 | |||
Class A | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 1,094,000 | 501,000 | 1,815,000 | ||
Common stock offering | $ 200,000 | $ 10,973,000 | $ 5,007,000 | $ 17,980,000 | |
Class T | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 1,766,000 | 296,000 | 2,062,000 | ||
Common stock offering | $ 16,873,000 | $ 2,831,000 | $ 19,704,000 | ||
Class I | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 53,000 | 74,000 | 128,000 | ||
Common stock offering | $ 486,000 | $ 669,000 | $ 1,155,000 | ||
Subsequent Event | Class A | Primary Offering | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 35,942 | ||||
Common stock offering | $ 400,000 | ||||
Subsequent Event | Class T | Primary Offering | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 75,739 | ||||
Common stock offering | $ 700,000 | ||||
Subsequent Event | Class I | Primary Offering | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (shares) | 39,286 | ||||
Common stock offering | $ 400,000 |
Subsequent Events - Follow-on P
Subsequent Events - Follow-on Public Offering and Extension of the Offering (Details) - Subsequent Event - USD ($) $ in Millions | Feb. 02, 2018 | Feb. 28, 2018 |
Follow-on Public Offering | ||
Subsequent Event [Line Items] | ||
Follow-on public offering | $ 200 | $ 200 |
Follow-on Primary Offering | ||
Subsequent Event [Line Items] | ||
Follow-on public offering | 150 | 150 |
Follow-on Distribution Reinvestment Plan | ||
Subsequent Event [Line Items] | ||
Follow-on public offering | $ 50 | $ 50 |
Subsequent Events - Investment
Subsequent Events - Investment Activity (Details) - West Village, New York - USD ($) | Feb. 23, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Subsequent Event [Line Items] | |||
Proportionate interest in debt instrument | $ 12,000,000 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Proportionate interest in debt instrument | $ 7,000,000 | ||
Total interest in debt instrument | 19,000,000 | ||
VAF III | |||
Subsequent Event [Line Items] | |||
Proportionate interest in debt instrument | 8,000,000 | ||
Corporate Joint Venture | Mezzanine Loan | VAF III | |||
Subsequent Event [Line Items] | |||
Face amount of mortgages | $ 20,000,000 | $ 20,000,000 | |
Corporate Joint Venture | Mezzanine Loan | VAF III | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Face amount of mortgages | $ 20,000,000 |
Subsequent Events - Distributio
Subsequent Events - Distributions (Details) - $ / shares | Mar. 15, 2018 | Nov. 09, 2017 | Aug. 10, 2017 |
Subsequent Event [Line Items] | |||
Daily cash distribution (in dollars per share) | $ 0.000753425 | $ 0.000753425 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Daily cash distribution (in dollars per share) | $ 0.000753425 |