Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 07, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Cole Office & Industrial REIT (CCIT III), Inc. | |
Entity Central Index Key | 1,614,976 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 294,725 | |
Class T Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Unaudite
Condensed Consolidated Unaudited Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Investment in real estate assets: | ||
Land | $ 2,307,312 | $ 0 |
Buildings and improvements | 26,971,327 | 0 |
Intangible lease assets | 3,471,361 | 0 |
Total real estate investments, at cost | 32,750,000 | 0 |
Less: accumulated depreciation and amortization | (59,714) | 0 |
Total real estate investments, net | 32,690,286 | 0 |
Cash and cash equivalents | 248,503 | 200,000 |
Rents and tenant receivables | 189,001 | 0 |
Deferred costs, net | 1,457,368 | 0 |
Total assets | 34,585,158 | 200,000 |
LIABILITIES AND STOCKHOLDER’S EQUITY | ||
Credit facility | 22,000,000 | 0 |
Subordinate promissory note due to affiliate | 10,300,000 | 0 |
Accounts payable and accrued expenses | 237,818 | 0 |
Due to affiliates | 16,919 | 0 |
Distributions payable | 3,865 | 0 |
Deferred rental income and other liabilities | 204,624 | 0 |
Total liabilities | 32,763,226 | 0 |
Commitments and contingencies | ||
STOCKHOLDER’S EQUITY | ||
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Capital in excess of par value | 2,669,580 | 199,800 |
Accumulated distributions in excess of earnings | (850,595) | 0 |
Total stockholder’s equity | 1,821,932 | 200,000 |
Total liabilities and stockholder’s equity | 34,585,158 | 200,000 |
Class A Common Stock | ||
STOCKHOLDER’S EQUITY | ||
Common stock | 2,947 | 200 |
Class T Common Stock | ||
STOCKHOLDER’S EQUITY | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Unaudit3
Condensed Consolidated Unaudited Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 245,000,000 | 245,000,000 |
Common stock, shares issued (in shares) | 294,725 | 20,000 |
Common stock, shares outstanding (in shares) | 294,725 | 20,000 |
Class T Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 245,000,000 | 245,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Unaudit4
Condensed Consolidated Unaudited Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Revenues: | ||
Rental income | $ 59,961 | $ 59,961 |
Total revenues | 59,961 | 59,961 |
Operating expenses: | ||
General and administrative | 34,280 | 34,280 |
Advisory fees and expenses | 5,369 | 5,369 |
Acquisition-related | 754,531 | 754,531 |
Depreciation and amortization | 59,714 | 59,714 |
Total operating expenses | 853,894 | 853,894 |
Operating loss | (793,933) | (793,933) |
Other expense: | ||
Interest expense and other, net | (52,797) | (52,797) |
Net loss | $ (846,730) | $ (846,730) |
Class A Common Stock | ||
Weighted average number of common shares outstanding: | ||
Basic and diluted (in shares) | 43,889 | 28,021 |
Net loss per common share: | ||
Basic and diluted (in dollars per share) | $ (19.29) | $ (30.22) |
Distributions declared per common share (in dollars per share) | $ 0.09 | $ 0.14 |
Condensed Consolidated Unaudit5
Condensed Consolidated Unaudited Statement of Stockholder's Equity - 9 months ended Sep. 30, 2016 - USD ($) | Total | Class A Common Stock | Class T Common Stock | Common StockClass A Common Stock | Common StockClass T Common Stock | Capital in Excess of Par Value | Accumulated Distributions in Excess of Earnings |
Balance (in shares) at Dec. 31, 2015 | 20,000 | 0 | 20,000 | 0 | |||
Balance at Dec. 31, 2015 | $ 200,000 | $ 200 | $ 0 | $ 199,800 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (in shares) | 274,725 | 0 | |||||
Issuance of common stock | 2,500,000 | $ 2,747 | $ 0 | 2,497,253 | |||
Distribution to investor | (3,865) | (3,865) | |||||
Offering costs | (27,473) | (27,473) | |||||
Net loss | (846,730) | (846,730) | |||||
Balance (in shares) at Sep. 30, 2016 | 294,725 | 0 | 294,725 | 0 | |||
Balance at Sep. 30, 2016 | $ 1,821,932 | $ 2,947 | $ 0 | $ 2,669,580 | $ (850,595) |
Condensed Consolidated Unaudit6
Condensed Consolidated Unaudited Statements of Cash Flows - USD ($) | 9 Months Ended |
Sep. 30, 2016 | |
Cash flows from operating activities: | |
Net (loss) income | $ (846,730) |
Adjustments to reconcile net income to net cash used in operating activities: | |
Depreciation and amortization, net | 59,714 |
Amortization of deferred financing costs | 20,526 |
Straight-line rental income | (5,395) |
Changes in assets and liabilities: | |
Rents and tenant receivables | (183,606) |
Accounts payable and accrued expenses | 237,818 |
Deferred rental income and other liabilities | 204,624 |
Due to affiliates | 16,919 |
Net cash used in operating activities | (496,130) |
Cash flows from investing activities: | |
Investment in real estate assets | (32,750,000) |
Payment of property escrow deposit | (700,000) |
Refund of property escrow deposit | 700,000 |
Net cash used in investing activities | (32,750,000) |
Cash flows from financing activities: | |
Proceeds from issuance of common stock | 2,500,000 |
Offering costs on issuance of common stock | 27,473 |
Proceeds from credit facility | 22,000,000 |
Proceeds from subordinate promissory note | 10,300,000 |
Deferred financing costs paid | (1,477,894) |
Net cash provided by financing activities | 33,294,633 |
Net increase in cash and cash equivalents | 48,503 |
Cash and cash equivalents, beginning of period | 200,000 |
Cash and cash equivalents, end of period | 248,503 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | |
Distribution declared and unpaid | $ 3,865 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Cole Office & Industrial REIT (CCIT III), Inc. (the “Company”) is a Maryland corporation that was incorporated on May 22, 2014, and which intends to qualify and elect to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in its taxable year ending December 31, 2016, as it did not commence principal operations until September 22, 2016. The Company is the sole general partner of, and owns, directly or indirectly, 100% of the partnership interests in Cole Corporate Income Operating Partnership III, LP, a Delaware limited partnership. The Company is externally managed by Cole Corporate Income Advisors III, LLC (“CCI III Advisors”), a Delaware limited liability company and an affiliate of the Company’s sponsor, Cole Capital ® , which is a trade name used to refer to a group of affiliated entities directly or indirectly controlled by VEREIT, Inc. (“VEREIT”), a widely-held public company whose shares of common stock are listed on the New York Stock Exchange (NYSE: VER). VEREIT indirectly owns and/or controls the Company’s external advisor, CCI III Advisors, the Company’s dealer manager, Cole Capital Corporation (“CCC”), the Company’s property manager, CREI Advisors, LLC (“CREI Advisors”), and the Company’s sponsor, Cole Capital. Pursuant to a Registration Statement on Form S-11 (Registration No. 333-209128) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 22, 2016, the Company commenced its initial public offering on a “best efforts” basis, offering up to a maximum of $3.5 billion in shares of common stock (the “Offering”). Pursuant to the Offering, the Company is offering up to $2.5 billion in shares of its common stock pursuant to the primary offering, consisting of two classes of shares: Class A common stock (“Class A Shares”) at a price of $10.00 per share (up to $1.25 billion in shares) and Class T common stock (“Class T Shares”) at a price of $9.57 per share (up to $1.25 billion in shares). Pursuant to the Offering, the Company is also offering up to $1.0 billion in shares of its common stock pursuant to the distribution reinvestment plan (the “DRIP”) at a purchase price during the Offering equal to the per share primary offering price net of selling commissions and dealer manager fees, or $9.10 per share for both Class A Shares and Class T Shares, assuming a $10.00 per Class A Share primary offering price and a $9.57 per Class T Share primary offering price. On September 22, 2016, the Company satisfied the conditions of the escrow agreement regarding the minimum offering amount under the Offering and issued 274,725 Class A Shares to VEREIT Operating Partnership, L.P. (“VEREIT OP”), an affiliate of Cole Capital and the operating partnership of VEREIT, resulting in gross proceeds of $2.5 million , and commenced principal operations. As of September 30, 2016 , the Company had issued 274,725 Class A Shares in the Offering for gross proceeds of $2.5 million . The Company intends to use substantially all of the net proceeds from the Offering to acquire and operate a diversified portfolio of commercial real estate investments primarily consisting of single-tenant, income-producing necessity office and industrial properties, which are leased to creditworthy tenants under long-term leases, including distribution facilities, warehouses, manufacturing plants and corporate or regional headquarters in strategic locations. The Company expects that most of its properties will be subject to “net” leases, whereby the tenant will be primarily responsible for the property’s cost of repairs, maintenance, property taxes, utilities, insurance and other operating costs. As of September 30, 2016 , the Company owned one office property, located in Ohio and leased to Siemens Corporation, comprising approximately 221,000 rentable square feet of income-producing necessity corporate office property, which was 100% leased. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated unaudited financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated unaudited financial statements. Principles of Consolidation and Basis of Presentation The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated balance sheet and related notes thereto included in the Registration Statement as declared effective by the SEC on September 22, 2016. Consolidated results of operations for the periods ended September 30, 2015 have not been presented because the Company had not commenced its principal operations during such periods. The condensed consolidated unaudited financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Real Estate Investments Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition, construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All acquisition-related expenses, repairs and maintenance are expensed as incurred. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates, or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the nine months ended September 30, 2016 . Allocation of Purchase Price of Real Estate Assets Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition-related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Deferred Financing Costs Debt issuance costs related to securing the Company’s revolving line of credit are presented as an asset and amortized ratably over the term of the line of credit arrangement. The Company’s total deferred financing costs, net in the accompanying condensed consolidated unaudited balance sheets relate only to the revolving loan portion of the Credit Facility (as defined in Note 5 — Credit Facility and Subordinate Promissory Note). As of September 30, 2016 , the Company had $1.5 million of deferred financing costs, net of accumulated amortization, related to the revolving loan portion of the Credit Facility. Due to Affiliates Certain affiliates of CCI III Advisors received fees, reimbursements, and compensation in connection with services provided relating to the Offering and the acquisition, management, financing, and leasing of the Company’s property. As of September 30, 2016 , $17,000 was due to CCI III Advisors and its affiliates for such services, as discussed in Note 7 — Related-Party Transactions and Arrangements. Distribution and Stockholder Servicing Fees The Company will pay CCC a distribution and stockholder servicing fee for Class T Shares which are calculated on a daily basis in the amount of 1/365th of 1.0% of the purchase price per share (or, once reported, the amount of the Company’s estimated per share net asset value) of Class T Shares sold in the primary portion of the Offering. The distribution and stockholder servicing fee will be paid monthly in arrears. An estimated liability for future distribution and stockholder servicing fees payable to CCC will be recognized at the time each Class T Share is sold and included in due to affiliates in the condensed consolidated unaudited balance sheets with a corresponding decrease to capital in excess of par value. Redeemable Common Stock Under the Company’s share redemption program, the Company’s ability to redeem shares of its outstanding common stock is limited, among other things, to the net proceeds received by the Company from the sale of shares under the DRIP, net of shares redeemed to date. The Company records amounts that are redeemable under the share redemption program as redeemable common stock outside of permanent equity in its condensed consolidated unaudited balance sheets. Changes in the amount of redeemable common stock from period to period will be recorded as an adjustment to capital in excess of par value. Revenue Recognition The Company’s property has a lease where minimum rental payments increase during the term of the lease. The Company records rental income for the full term of the lease on a straight-line basis when earned and collectability is reasonably assured. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. The Company continually reviews receivables related to rent, including any unbilled straight-line rent, and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts. As of September 30, 2016 , the Company did not have an allowance for uncollectible accounts. Income Taxes The Company intends to qualify and elect to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2016 , as it did not commence principal operations until September 22, 2016. If the Company qualifies for taxation as a REIT, the Company will generally not be subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders, and so long as it, among other things, distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it or its subsidiaries may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. Net Loss Per Common Share We have two classes of common stock. Accordingly, we will utilize the two-class method to determine our earnings per share, which results in different earnings per share for each of the classes. Under the two-class method, earnings per class of common share are computed by dividing the sum of the distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares for each class of common stock for the respective period. The distributed earnings to Class T Share common stockholders will represent distributions declared less the distribution and stockholder servicing fees. Diluted income (loss) per share considers the effect of any potentially dilutive share equivalents, of which the Company had none for each of the three and nine months ended September 30, 2016 . Organization and Offering Expenses CCI III Advisors funds all of the organization and offering costs on the Company’s behalf (excluding selling commissions, the dealer manager fees and the distribution and stockholder servicing fees) and may be reimbursed up to 1.0% of the gross proceeds from the Offering. As of September 30, 2016 , CCI III Advisors had paid organization and offering costs in excess of 1.0% of the gross proceeds from the Offering. These excess costs were not included in the financial statements of the Company because such costs are not a liability of the Company as they exceeded 1.0% of the gross proceeds from the Offering. As the Company raises additional proceeds from the Offering, these excess costs may become payable. The Company expenses organization costs as incurred and records offering costs, which include items such as legal and accounting fees, marketing, personnel, promotional and printing costs, as a reduction of capital in excess of par value along with selling commissions, dealer manager fees and distribution and stockholder servicing fees in the period in which they become payable. Recent Accounting Pronouncements Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers — The requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised standard also clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract to a customer. These provisions are effective January 1, 2018, and are to be applied retrospectively, with early adoption permitted for periods beginning after December 15, 2016 and interim periods thereafter. The Company has identified its revenue streams and is in the process of evaluating the impact on its consolidated financial statements and internal accounting processes; however, as the majority of the Company’s revenue is derived from real estate lease contracts, as discussed in relation to ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), the Company does not expect that the adoption of ASU 2014-09 or related amendments and modifications issued by the Financial Accounting Standards Board (the “FASB”) will have a material impact on its consolidated financial statements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company is currently evaluating the effect that certain of these new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements: ASU No. 2016-01, Financial Instruments (Subtopic 825-10) — The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income (loss), the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the consolidated balance sheets or the accompanying notes to the consolidated financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. In February 2016, the FASB issued ASU 2016-02, which replaces the existing guidance in Accounting Standards Codification 840, Leases (Topic 842) . ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as either finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The provisions of ASU 2016-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and are required to be applied on a modified retrospective approach. Early adoption is permitted. ASU No. 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships — The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require de-designation of that hedging relationship, provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 requires more timely recording of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology in current GAAP. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to address diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues as well as application of the predominance principle (dependence on predominant source or use of receipt or payment) and are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS GAAP defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability. The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities: Credit facility and subordinate promissory note — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. These financial instruments are valued using Level 2 inputs. As of September 30, 2016 , the estimated fair value of the Company’s debt was $33.1 million , which approximated the carrying value on that date. The carrying and fair values exclude net deferred financing costs. Other financial instruments — The Company considers the carrying values of its cash and cash equivalents, tenant and other receivables, accounts payable and accrued expenses, other liabilities, and due to affiliates in order to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments. Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, on disposition of the financial assets and liabilities. As of September 30, 2016 , there have been no transfers of financial assets or liabilities between fair value hierarchy levels. |
Real Estate Investment
Real Estate Investment | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
REAL ESTATE INVESTMENT | REAL ESTATE INVESTMENT 2016 Property Acquisition During the nine months ended September 30, 2016 , the Company acquired one office property for a purchase price of $32.8 million (the “ 2016 Acquisition ”). The Company purchased the 2016 Acquisition with net proceeds from the Offering and available borrowings. The purchase price allocation for the 2016 Acquisition is preliminary and subject to change as the Company finalizes the allocation, which the Company expects will be prior to the end of the current fiscal year. The Company preliminarily allocated the purchase price of the 2016 Acquisition to the fair value of the assets acquired, as summarized in the table below. 2016 Acquisition Land $ 2,307,312 Buildings and improvements 26,971,327 Acquired in-place lease (1) 3,471,361 Total purchase price $ 32,750,000 ______________________ (1) As of September 30, 2016 , the weighted average amortization period for the acquired in-place lease is 9.6 years for the one acquisition completed during the nine months ended September 30, 2016 . As the 2016 Acquisition was acquired during the three months ended September 30, 2016 , the Company recorded revenue for both the three and nine months ended September 30, 2016 of $60,000 and a net loss of $755,000 related to the 2016 Acquisition. In addition, the Company recorded $755,000 of acquisition-related expenses for the three and nine months ended September 30, 2016 , respectively, which is included in acquisition-related expenses on the condensed consolidated unaudited statements of operations. The following table summarizes selected financial information of the Company as if the 2016 Acquisition was completed on January 1, 2016 for each period presented below. The table below presents the Company’s estimated revenue and net loss, on a pro forma basis, for the three and nine months ended September 30, 2016 : Three months ended September 30, 2016 Nine months ended September 30, 2016 Pro forma basis: Revenue $ 736,581 $ 2,168,965 Net loss $ (233,997 ) $ (1,287,028 ) The pro forma information for the three months ended September 30, 2016 was adjusted to exclude $755,000 of acquisition-related expenses recorded during such period related to the 2016 Acquisition . No such adjustment was made for the nine months ended September 30, 2016. The pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. |
Credit Facility and Subordinate
Credit Facility and Subordinate Promissory Note | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITY AND SUBORDINATE PROMISSORY NOTE | CREDIT FACILITY AND SUBORDINATE PROMISSORY NOTE As of September 30, 2016 , the Company had $32.3 million of debt outstanding, with a weighted average interest rate of 3.9% and weighted average years to maturity of 2.3 years. On September 23, 2016, the Company entered into a secured credit facility (the “Credit Facility”) with JPMorgan Chase, Bank N.A. (“JPMorgan Chase”), as administrative agent and a lender, and KeyBank, National Association (“KeyBank”) as a lender under the credit agreement (the “Credit Agreement”), that provides for borrowings of up to $100.0 million in revolving loans (the “Revolving Loans”). The Revolving Loans mature on September 23, 2019; however, the Company may elect to extend the maturity dates of such loans to September 23, 2021, subject to satisfying certain conditions described in the Credit Agreement. Depending upon the type of loan specified and overall leverage ratio, the Credit Facility bears interest at (i) the one-month, two-month, three-month or six-month London Interbank Offered Rate (“LIBOR”), as elected by the Company, multiplied by the statutory reserve rate (as defined in the Credit Agreement), plus the applicable rate (the “Eurodollar Applicable Rate”), ranging from 2.20% to 2.75% , and the Company’s leverage ratio (as defined in the Credit Agreement). For base rate committed loans, the interest rate will be equal to a rate ranging from 1.20% to 1.75% , depending on the Company’s leverage ratio, plus a per annum amount equal to the greater of: (i) JPMorgan Chase’s Prime Rate (as defined in the Credit Agreement); (ii) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.50% ; and (iii) one-month LIBOR multiplied by the statutory reserve rate plus 1.0% . As of September 30, 2016 , the amount outstanding under the Revolving Loans totaled $22.0 million at an interest rate of 3.31% . The Company had $78.0 million in unused capacity, subject to borrowing availability, as of September 30, 2016 . The Credit Agreement contains customary representations, warranties, borrowing conditions and affirmative, negative and financial covenants, including minimum net worth, debt service coverage and leverage ratio requirements and dividend payout and REIT status requirements. In particular, the Credit Agreement requires the Company to maintain a minimum consolidated net worth greater than or equal to 75% of the issuance of equity from the date of the Credit Agreement, a leverage ratio no greater than 70% and a fixed charge coverage ratio greater than 1.50 . The Company believes it was in compliance with the covenants of the Credit Agreement as of September 30, 2016 . In addition, during the three months ended September 30, 2016 , the Company entered into a $30.0 million subordinate loan with an affiliate of the Company’s advisor (the “Subordinate Promissory Note”). The Subordinate Promissory Note bears interest at a rate per annum equal to the sum of (a) one-month LIBOR, (b) the Credit Facility Margin (as defined in the Subordinate Promissory Note) and (c) 1.75% , with accrued interest payable monthly in arrears and principal due upon maturity on September 22, 2017 . The Subordinate Promissory Note had an interest rate of 5.05% as of September 30, 2016 . In the event the Subordinate Promissory Note is not paid off on the maturity date, the loan includes default provisions. The Subordinate Promissory Note has been approved by a majority of the Company’s board of directors (including a majority of the independent directors) not otherwise interested in the transaction as fair, competitive and commercially reasonable and no less favorable to the Company than a comparable loan between unaffiliated parties under the same circumstances. As of September 30, 2016 , the Company had $10.3 million of debt outstanding and $19.7 million available for borrowing under the Subordinate Promissory Note. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company may become a party or of which the Company’s properties may become the subject. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In addition, the Company may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify the Company against future remediation costs. The Company also carries environmental liability insurance on its properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity. |
Related-Party Transactions and
Related-Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS | RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS The Company has incurred, and will continue to incur, commissions, fees and expenses payable to CCI III Advisors and certain of its affiliates in connection with the Offering and the acquisition, management and disposition of its assets. Selling commissions and dealer manager fees In connection with the Offering, CCC, the Company’s dealer manager, which is affiliated with CCI III Advisors, receives selling commissions of up to 7.0% and 3.0% of gross offering proceeds from the primary portion of the Offering for Class A Shares and Class T Shares, respectively, and before reallowance of selling commissions earned by participating broker-dealers. The Company has been advised that CCC intends to reallow 100% of selling commissions earned to participating broker-dealers. In addition, up to 2.0% of gross offering proceeds from the primary portion of the Offering for both Class A Shares and Class T Shares before reallowance to participating broker-dealers will be paid to CCC as a dealer manager fee. CCC, in its sole discretion, may reallow all or a portion of its dealer manager fee to participating broker-dealers. No selling commissions or dealer manager fees are paid to CCC or other participating broker-dealers with respect to shares sold pursuant to the DRIP. No selling commissions and dealer manager fees were paid during the three and nine months ended September 30, 2016 . Distribution and stockholder servicing fees The Company will pay CCC a distribution and stockholder servicing fee for Class T Shares that is calculated on a daily basis in the amount of 1/365th of 1.0% of the purchase price per share (or, once reported, the amount of the Company’s estimated per share net asset value) of the Class T Shares sold in the primary portion of the Offering. The distribution and stockholder servicing fee will be paid monthly in arrears from cash flow from operations or, if the Company’s cash flow from operations is not sufficient to pay the distribution and stockholder servicing fee, from borrowings in anticipation of future cash flow. An estimated liability for future distribution and stockholder servicing fees payable to CCC is recognized at the time each Class T Share is sold and included in due to affiliates in the condensed consolidated unaudited balance sheets with a corresponding decrease to capital in excess of par value. The Company will cease paying the distribution and stockholder servicing fee with respect to Class T Shares at the earliest of (i) the end of the month in which the transfer agent, on behalf of the Company, determines that total distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 4.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T Shares held in such account; (ii) the date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of the Company’s shares in the Offering, excluding shares sold pursuant to the DRIP; (iii) the fourth anniversary of the last day of the month in which the Offering (excluding the offering of shares pursuant to the DRIP) terminates; (iv) the date such Class T Share is no longer outstanding; and (v) the date the Company effects a liquidity event. CCC may, in its discretion, reallow to participating broker-dealers all or a portion of the distribution and stockholder servicing fee for services that such participating broker-dealers perform in connection with the distribution of Class T Shares. No distribution and stockholder servicing fees are paid to CCC or other participating broker-dealers with respect to shares sold pursuant to the DRIP. During the three and nine months ended September 30, 2016 , no distribution and stockholder servicing fees had been paid, as no Class T Shares had been sold as of September 30, 2016 . Organization and offering expenses All other organization and offering expenses associated with the sale of the Company’s common stock (excluding selling commissions, dealer manager fees and distribution and stockholder servicing fees) are paid by CCI III Advisors or its affiliates and are reimbursed by the Company up to 1.0% of aggregate gross offering proceeds. A portion of the other organization and offering expenses may be considered to be underwriting compensation. As of September 30, 2016 , CCI III Advisors had paid organization and offering expenses in excess of the 1.0% of aggregate gross offering proceeds in connection with the Offering. These excess amounts were not included in the condensed consolidated unaudited financial statements of the Company because such amounts were not a liability of the Company as they exceeded 1.0% of gross proceeds from the Offering. As the Company raises additional proceeds from the Offering, these amounts may become payable. Acquisition fees and expenses The Company pays CCI III Advisors or its affiliates acquisition fees of up to 2.0% of: (i) the contract purchase price of each property or asset the Company acquires; (ii) the amount paid in respect of the development, construction or improvement of each asset the Company acquires; (iii) the purchase price of any loan the Company acquires; and (iv) the principal amount of any loan the Company originates. In addition, the Company reimburses CCI III Advisors or its affiliates for acquisition-related expenses incurred in the process of acquiring a property or the origination or acquisition of a loan, so long as the total acquisition fees and expenses relating to the transaction do not exceed 6.0% of the contract purchase price. Advisory fees Pursuant to the advisory agreement, the Company pays CCI III Advisors a monthly advisory fee based upon the Company’s monthly average invested assets, which is equal to the following amounts: (i) an annualized rate of 0.75% paid on the Company’s average invested assets that are between $0 to $2.0 billion ; (ii) an annualized rate of 0.70% paid on the Company’s average invested assets that are between $2.0 billion and $4.0 billion ; and (iii) an annualized rate of 0.65% paid on the Company’s average invested assets that are over $4.0 billion . Operating expenses The Company reimburses CCI III Advisors or its affiliates for the operating expenses they paid or incurred in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse CCI III Advisors or its affiliates for any amount by which the operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceed the greater of (i) 2.0% of average invested assets, or (ii) 25.0% of net income, other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of assets for that period. The Company will not reimburse CCI III Advisors or its affiliates for personnel costs in connection with the services for which CCI III Advisors or its affiliates receive an acquisition fee, financing coordination fee or disposition fee. No operating expenses were reimbursed during the three and nine months ended September 30, 2016 . Financing coordination fees If CCI III Advisors provides services in connection with the origination, assumption or refinancing of any debt to acquire properties or to make other permitted investments, the Company will pay CCI III Advisors a financing coordination fee equal to 1.0% of the amount available and/or outstanding under such financing. However, CCI III Advisors will not be entitled to a financing coordination fee on any debt where a fee was previously received unless (i) the maturity date of the refinanced debt was scheduled to occur less than one year after the date of the refinancing and the new loan has a term of at least five years or (ii) the new loan is approved by a majority of our independent directors; and provided, further, that no financing coordination fee will be paid in connection with loans advanced by an affiliate of CCI III Advisors. Disposition fees If CCI III Advisors or its affiliates provide a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of one or more properties (or the Company’s entire portfolio), the Company will pay CCI III Advisors or its affiliates a disposition fee in an amount equal to up to one-half of the real estate or brokerage commission paid by the Company to third parties on the sale of such properties, not to exceed 1.0% of the contract price of the properties sold; provided, however, in no event may the total disposition fees paid to CCI III Advisors, its affiliates, and unaffiliated third parties, exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. In addition, if CCI III Advisors or its affiliates provides a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of one or more assets other than properties, the Company may separately compensate CCI III Advisors or its affiliates at such rates and in such amounts as the Company’s board of directors, including a majority of the independent directors, and CCI III Advisors agree upon, not to exceed an amount equal to 1.0% of the contract price of the assets sold. During the three and nine months ended September 30, 2016 no disposition fees were incurred for any such services provided by CCI III Advisors or its affiliates. Subordinated performance fees The Company will pay a subordinated performance fee under one of the following alternative events: (1) if the Company’s shares are listed on a national securities exchange, CCI III Advisors, or its affiliates, will be entitled to a subordinated performance fee equal to 15.0% of the amount, if any, by which (i) the market value of the Company’s outstanding stock plus distributions paid by the Company prior to listing, exceeds (ii) the sum of the total amount of capital raised from investors and the amount of distributions necessary to generate a 6.0% annual cumulative, non-compounded return to investors; (2) if the Company is sold or its assets are liquidated, CCI III Advisors will be entitled to a subordinated performance fee equal to 15.0% of the net sale proceeds remaining after investors have received, from regular distributions plus special distributions paid from proceeds of such sale, a return of their net capital invested and a 6.0% annual cumulative, non-compounded return; or (3) upon termination of the advisory agreement, CCI III Advisors may be entitled to a subordinated performance fee similar to the fee to which it would have been entitled had the portfolio been liquidated (based on an independent appraised value of the portfolio) on the date of termination. During the three and nine months ended September 30, 2016 , no subordinated performance fees were incurred related to any such events. The Company incurred commissions, fees and expense reimbursements as shown in the table below for services provided by CCI III Advisors and its affiliates related to the services described above during the periods indicated: Three and Nine Months Ended September 30, 2016 Organization and offering costs $ 27,473 Acquisition fees and expenses $ 655,000 Advisory fees $ 5,369 Financing coordination fees $ 220,000 Due to Affiliates As of September 30, 2016 , $16,919 was recorded for services and expenses incurred, but not yet reimbursed to CCI III Advisors, or its affiliates. The amount is primarily for interest expense and advisory fees and expenses. The Company incurred $11,550 of interest expense related to the Subordinate Promissory Note during the nine months ended September 30, 2016 . These amounts were included in due to affiliates in the condensed consolidated unaudited balance sheets of such periods. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2016 | |
Economic Dependency [Abstract] | |
ECONOMIC DEPENDENCY | ECONOMIC DEPENDENCY Under various agreements, the Company has engaged or will engage CCI III Advisors or its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon CCI III Advisors or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluated subsequent events from October 1, 2016 through November 7, 2016, and concluded that no subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated balance sheet and related notes thereto included in the Registration Statement as declared effective by the SEC on September 22, 2016. Consolidated results of operations for the periods ended September 30, 2015 have not been presented because the Company had not commenced its principal operations during such periods. The condensed consolidated unaudited financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. |
Principles of Consolidation | The condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Real Estate Investments and Recoverability of Real Estate Assets | Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition, construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All acquisition-related expenses, repairs and maintenance are expensed as incurred. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates, or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. |
Allocation of Purchase Price of Real Estate Assets | Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition-related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. |
Deferred Financing Costs | Debt issuance costs related to securing the Company’s revolving line of credit are presented as an asset and amortized ratably over the term of the line of credit arrangement. The Company’s total deferred financing costs, net in the accompanying condensed consolidated unaudited balance sheets relate only to the revolving loan portion of the Credit Facility (as defined in Note 5 — Credit Facility and Subordinate Promissory Note). |
Due to Affiliates | Certain affiliates of CCI III Advisors received fees, reimbursements, and compensation in connection with services provided relating to the Offering and the acquisition, management, financing, and leasing of the Company’s property. |
Distribution and Stockholder Servicing Fees | The Company will pay CCC a distribution and stockholder servicing fee for Class T Shares which are calculated on a daily basis in the amount of 1/365th of 1.0% of the purchase price per share (or, once reported, the amount of the Company’s estimated per share net asset value) of Class T Shares sold in the primary portion of the Offering. The distribution and stockholder servicing fee will be paid monthly in arrears. An estimated liability for future distribution and stockholder servicing fees payable to CCC will be recognized at the time each Class T Share is sold and included in due to affiliates in the condensed consolidated unaudited balance sheets with a corresponding decrease to capital in excess of par value. |
Redeemable Common Stock | Under the Company’s share redemption program, the Company’s ability to redeem shares of its outstanding common stock is limited, among other things, to the net proceeds received by the Company from the sale of shares under the DRIP, net of shares redeemed to date. The Company records amounts that are redeemable under the share redemption program as redeemable common stock outside of permanent equity in its condensed consolidated unaudited balance sheets. Changes in the amount of redeemable common stock from period to period will be recorded as an adjustment to capital in excess of par value. |
Revenue Recognition | The Company’s property has a lease where minimum rental payments increase during the term of the lease. The Company records rental income for the full term of the lease on a straight-line basis when earned and collectability is reasonably assured. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. The Company continually reviews receivables related to rent, including any unbilled straight-line rent, and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts. As of September 30, 2016 , the Company did not have an allowance for uncollectible accounts. |
Income Taxes | The Company intends to qualify and elect to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2016 , as it did not commence principal operations until September 22, 2016. If the Company qualifies for taxation as a REIT, the Company will generally not be subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders, and so long as it, among other things, distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it or its subsidiaries may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. |
Net Loss Per Common Share | We have two classes of common stock. Accordingly, we will utilize the two-class method to determine our earnings per share, which results in different earnings per share for each of the classes. Under the two-class method, earnings per class of common share are computed by dividing the sum of the distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares for each class of common stock for the respective period. The distributed earnings to Class T Share common stockholders will represent distributions declared less the distribution and stockholder servicing fees. Diluted income (loss) per share considers the effect of any potentially dilutive share equivalents, of which the Company had none for each of the three and nine months ended September 30, 2016 . |
Organization and Offering Expenses | CCI III Advisors funds all of the organization and offering costs on the Company’s behalf (excluding selling commissions, the dealer manager fees and the distribution and stockholder servicing fees) and may be reimbursed up to 1.0% of the gross proceeds from the Offering. As of September 30, 2016 , CCI III Advisors had paid organization and offering costs in excess of 1.0% of the gross proceeds from the Offering. These excess costs were not included in the financial statements of the Company because such costs are not a liability of the Company as they exceeded 1.0% of the gross proceeds from the Offering. As the Company raises additional proceeds from the Offering, these excess costs may become payable. The Company expenses organization costs as incurred and records offering costs, which include items such as legal and accounting fees, marketing, personnel, promotional and printing costs, as a reduction of capital in excess of par value along with selling commissions, dealer manager fees and distribution and stockholder servicing fees in the period in which they become payable. |
Recent Accounting Pronouncements | Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers — The requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised standard also clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract to a customer. These provisions are effective January 1, 2018, and are to be applied retrospectively, with early adoption permitted for periods beginning after December 15, 2016 and interim periods thereafter. The Company has identified its revenue streams and is in the process of evaluating the impact on its consolidated financial statements and internal accounting processes; however, as the majority of the Company’s revenue is derived from real estate lease contracts, as discussed in relation to ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), the Company does not expect that the adoption of ASU 2014-09 or related amendments and modifications issued by the Financial Accounting Standards Board (the “FASB”) will have a material impact on its consolidated financial statements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company is currently evaluating the effect that certain of these new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements: ASU No. 2016-01, Financial Instruments (Subtopic 825-10) — The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income (loss), the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the consolidated balance sheets or the accompanying notes to the consolidated financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. In February 2016, the FASB issued ASU 2016-02, which replaces the existing guidance in Accounting Standards Codification 840, Leases (Topic 842) . ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as either finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The provisions of ASU 2016-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and are required to be applied on a modified retrospective approach. Early adoption is permitted. ASU No. 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships — The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require de-designation of that hedging relationship, provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 requires more timely recording of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology in current GAAP. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to address diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues as well as application of the predominance principle (dependence on predominant source or use of receipt or payment) and are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Investment in and valuation of real estate and related assets | The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term |
Real Estate Investment (Tables)
Real Estate Investment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of preliminary purchase price allocation | The Company preliminarily allocated the purchase price of the 2016 Acquisition to the fair value of the assets acquired, as summarized in the table below. 2016 Acquisition Land $ 2,307,312 Buildings and improvements 26,971,327 Acquired in-place lease (1) 3,471,361 Total purchase price $ 32,750,000 ______________________ (1) As of September 30, 2016 , the weighted average amortization period for the acquired in-place lease is 9.6 years for the one acquisition completed during the nine months ended September 30, 2016 . |
Schedule of estimated revenue and net loss, on a pro forma basis | The following table summarizes selected financial information of the Company as if the 2016 Acquisition was completed on January 1, 2016 for each period presented below. The table below presents the Company’s estimated revenue and net loss, on a pro forma basis, for the three and nine months ended September 30, 2016 : Three months ended September 30, 2016 Nine months ended September 30, 2016 Pro forma basis: Revenue $ 736,581 $ 2,168,965 Net loss $ (233,997 ) $ (1,287,028 ) |
Related-Party Transactions an19
Related-Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The Company incurred commissions, fees and expense reimbursements as shown in the table below for services provided by CCI III Advisors and its affiliates related to the services described above during the periods indicated: Three and Nine Months Ended September 30, 2016 Organization and offering costs $ 27,473 Acquisition fees and expenses $ 655,000 Advisory fees $ 5,369 Financing coordination fees $ 220,000 |
Organization and Business (Deta
Organization and Business (Details) $ / shares in Units, ft² in Thousands | Sep. 22, 2016USD ($)class_of_stock$ / sharesshares | Sep. 30, 2016USD ($)ft²class_of_stockpropertyshares | Dec. 31, 2015shares |
Class of Stock [Line Items] | |||
Classes of common stock | class_of_stock | 2 | ||
Gross offering proceeds | $ | $ 2,500,000 | ||
Net rentable area (in square feet) | ft² | 221 | ||
Percentage of rentable space leased | 100.00% | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued to date (shares) | 294,725 | 20,000 | |
Class A Common Stock | Common Stock | |||
Class of Stock [Line Items] | |||
Issuance of common stock (in shares) | 274,725 | ||
Shares issued to date (shares) | 294,725 | 20,000 | |
Class T Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued to date (shares) | 0 | 0 | |
Class T Common Stock | Common Stock | |||
Class of Stock [Line Items] | |||
Issuance of common stock (in shares) | 0 | ||
Shares issued to date (shares) | 0 | 0 | |
IPO | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized, value (up to) | $ | $ 3,500,000,000 | ||
IPO | Class A Common Stock | Common Stock | |||
Class of Stock [Line Items] | |||
Issuance of common stock (in shares) | 274,725 | ||
Gross offering proceeds | $ | $ 2,500,000 | $ 2,500,000 | |
Shares issued to date (shares) | 274,725 | ||
Multi-Class Offering, Primary Offering | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized, value (up to) | $ | $ 2,500,000,000 | ||
Classes of common stock | class_of_stock | 2 | ||
Multi-Class Offering, Primary Offering | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized, value (up to) | $ | $ 1,250,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Multi-Class Offering, Primary Offering | Class T Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized, value (up to) | $ | $ 1,250,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 9.57 | ||
Distribution Reinvestment Plan | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized, value (up to) | $ | $ 1,000,000,000 | ||
Distribution Reinvestment Plan | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Share price (in dollars per share) | $ / shares | $ 9.10 | ||
Distribution Reinvestment Plan | Class T Common Stock | |||
Class of Stock [Line Items] | |||
Share price (in dollars per share) | $ / shares | $ 9.1 | ||
CCC II OP | |||
Class of Stock [Line Items] | |||
General partner partnership interest percentage | 100.00% | ||
OHIO | |||
Class of Stock [Line Items] | |||
Number of real estate properties | property | 1 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016USD ($)class_of_stockshares | Sep. 30, 2016USD ($)class_of_stockshares | Dec. 31, 2015USD ($) | |
Class of Stock [Line Items] | |||
Impairment | $ 0 | ||
Deferred finance costs, net | $ 1,457,368 | 1,457,368 | $ 0 |
Due to related parties | 17,000 | 17,000 | |
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 |
Classes of common stock | class_of_stock | 2 | 2 | |
Weighted average number diluted shares outstanding adjustment (in shares) | shares | 0 | 0 | |
Advisors | Other organization and offering costs | Maximum | |||
Class of Stock [Line Items] | |||
Organization and offering expense limit percentage | 1.00% | 1.00% | |
Class T Common Stock | Advisors | |||
Class of Stock [Line Items] | |||
Distribution and servicing fee, percentage of NAV per share | 0.00274% | ||
Building | |||
Class of Stock [Line Items] | |||
Acquired real estate asset, useful life (in years) | 40 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Significant Other Observable Inputs (Level 2) - Affiliated entity $ in Millions | Sep. 30, 2016USD ($) |
Estimate of fair value | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt, fair value | $ 33.1 |
Carrying (reported) amount, fair value disclosure | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt, fair value | $ 33.1 |
Real Estate Investment - Narrat
Real Estate Investment - Narrative (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)property | |
Business Acquisition [Line Items] | ||
Acquisition-related | $ 754,531 | $ 754,531 |
Property Acquisitions, 2016 | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired (in properties) | property | 1 | |
Aggregate purchase price | $ 32,800,000 | |
Weighted average amortization period (in years) | 9 years 7 months 6 days | |
Revenue recorded | 60,000 | $ 60,000 |
Loss recorded | (755,000) | (755,000) |
Acquisition-related | 755,000 | |
Acquisition related expenses excluded from proforma information | $ 755,000 | $ 0 |
Real Estate Investment - Schedu
Real Estate Investment - Schedule of Preliminary Purchase Price Allocation (Details) - Property Acquisitions, 2016 | Sep. 30, 2016USD ($) |
Business Acquisition [Line Items] | |
Land | $ 2,307,312 |
Buildings and improvements | 26,971,327 |
Total purchase price | 32,750,000 |
Acquired in-place leases | |
Business Acquisition [Line Items] | |
Acquired in-place leases | $ 3,471,361 |
Real Estate Investment - Sche25
Real Estate Investment - Schedule of Pro Forma Revenue and Losses (Details) - Property Acquisitions, 2016 - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Revenue | $ 736,581,000 | $ 2,168,965,000 |
Net loss | $ (233,997,000) | $ (1,287,028,000) |
Credit Facility and Subordina26
Credit Facility and Subordinate Promissory Note (Revolving Credit Facility) (Details) | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 23, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Debt outstanding | $ 32,300,000 | ||
Debt, weighted average interest rate (percentage) | 3.90% | ||
Debt instrument, weighted average years to maturity (in years) | 2 years 4 months 2 days | ||
Line of credit outstanding | $ 22,000,000 | $ 0 | |
J. P. Morgan Chase And KeyBank | Line of credit | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, borrowing capacity (up to) | $ 100,000,000 | ||
Line of credit outstanding | $ 22,000,000 | ||
Interest rate, effective percentage | 3.31% | ||
Line of credit facility, remaining borrowing capacity | $ 78,000,000 | ||
Line of credit facility, covenant, minimum consolidated net worth (percentage) | 75.00% | ||
J. P. Morgan Chase And KeyBank | Line of credit | Revolving credit facility | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate spread | 1.20% | ||
Debt instrument, covenant, fixed charge coverage ratio | 1.50 | ||
J. P. Morgan Chase And KeyBank | Line of credit | Revolving credit facility | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate spread | 1.75% | ||
Line of credit facility, covenant, leverage ratio (less than or equal to) (percentage) | 70.00% | ||
J. P. Morgan Chase And KeyBank | Line of credit | Revolving credit facility | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate (percentage) | 2.20% | ||
J. P. Morgan Chase And KeyBank | Line of credit | Revolving credit facility | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate (percentage) | 2.75% | ||
J. P. Morgan Chase And KeyBank | Line of credit | Revolving credit facility | Federal Funds Effective Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate (percentage) | 0.50% | ||
J. P. Morgan Chase And KeyBank | Line of credit | Revolving credit facility | Statutory Reserve Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate (percentage) | 1.00% |
Credit Facility and Subordina27
Credit Facility and Subordinate Promissory Note (Subordinate Promissory Note) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Line of credit outstanding | $ 22,000,000 | $ 0 |
Affiliated entity | Line of credit | Subordinated Promissory Note | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, borrowing capacity (up to) | $ 30,000,000 | |
Interest rate (percent) | 1.75% | |
Interest rate, effective percentage | 5.05% | |
Line of credit outstanding | $ 10,300,000 | |
Line of credit facility, remaining borrowing capacity | $ 19,700,000 |
Related-Party Transactions an28
Related-Party Transactions and Arrangements (Selling commissions and dealer manager fees) (Details) - Dealer manager | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Selling commissions | ||
Related Party Transaction [Line Items] | ||
Expense reallowed (percent) | 100.00% | 100.00% |
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 |
Dealer manager fees | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 |
Class A Common Stock | Dealer manager fees | ||
Related Party Transaction [Line Items] | ||
Commissions percentage on stock sales and related dealer manager fees | 2.00% | 2.00% |
Class A Common Stock | Maximum | Selling commissions | ||
Related Party Transaction [Line Items] | ||
Commissions percentage on stock sales and related dealer manager fees | 7.00% | 7.00% |
Class T Common Stock | Dealer manager fees | ||
Related Party Transaction [Line Items] | ||
Commissions percentage on stock sales and related dealer manager fees | 2.00% | 2.00% |
Class T Common Stock | Maximum | Selling commissions | ||
Related Party Transaction [Line Items] | ||
Commissions percentage on stock sales and related dealer manager fees | 3.00% | 3.00% |
Related-Party Transactions an29
Related-Party Transactions and Arrangements (Distribution and stockholder servicing fees) (Details) - Advisors | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Distribution and stockholder servicing fees | ||
Related Party Transaction [Line Items] | ||
Distribution and servicing fee, termination of payments threshold, percentage of total gross investment | 4.00% | 4.00% |
Distribution and servicing fee, termination of payments threshold, percentage gross proceeds from shares in offering | 10.00% | 10.00% |
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 |
Class T Common Stock | ||
Related Party Transaction [Line Items] | ||
Distribution and servicing fee, percentage of NAV per share | 0.00274% |
Related-Party Transactions an30
Related-Party Transactions and Arrangements (Organization and offering expenses) (Details) | Sep. 30, 2016 |
Maximum | Advisors | Other organization and offering costs | |
Related Party Transaction [Line Items] | |
Organization and offering expense limit percentage | 1.00% |
Related-Party Transactions an31
Related-Party Transactions and Arrangements (Acquisition fees and expenses) (Details) - Maximum - Advisors - Acquisition fees and expenses | Sep. 30, 2016 |
Related Party Transaction [Line Items] | |
Acquisition and advisory fee (percentage) | 2.00% |
Expense Reimbursement (Percent) | 6.00% |
Related-Party Transactions an32
Related-Party Transactions and Arrangements (Advisory fees) (Details) | Sep. 30, 2016USD ($) |
Average invested assets between $0 to $2 billion | Advisors | Advisory fees | |
Related Party Transaction [Line Items] | |
Annualized rate percentage paid on average invested asset | 0.75% |
Average invested assets between $2 billion to $4 billion | Advisors | Advisory fees | |
Related Party Transaction [Line Items] | |
Annualized rate percentage paid on average invested asset | 0.70% |
Average invested assets over $4 bilion | Advisors | Advisory fees | |
Related Party Transaction [Line Items] | |
Annualized rate percentage paid on average invested asset | 0.65% |
Minimum | Average invested assets between $0 to $2 billion | |
Related Party Transaction [Line Items] | |
Average invested assets | $ 0 |
Minimum | Average invested assets between $2 billion to $4 billion | |
Related Party Transaction [Line Items] | |
Average invested assets | 2,000,000,000 |
Minimum | Average invested assets over $4 bilion | |
Related Party Transaction [Line Items] | |
Average invested assets | 4,000,000,000 |
Maximum | Average invested assets between $0 to $2 billion | |
Related Party Transaction [Line Items] | |
Average invested assets | 2,000,000,000 |
Maximum | Average invested assets between $2 billion to $4 billion | |
Related Party Transaction [Line Items] | |
Average invested assets | $ 4,000,000,000 |
Related-Party Transactions an33
Related-Party Transactions and Arrangements (Operating expenses) (Details) - Advisors | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Operating expenses | |
Related Party Transaction [Line Items] | |
Related party transaction, expenses from transactions with related party | $ 0 |
Minimum | |
Related Party Transaction [Line Items] | |
Operating expense reimbursement percentage of average invested assets | 2.00% |
Operating expense reimbursement percentage of net income | 25.00% |
Related-Party Transactions an34
Related-Party Transactions and Arrangements (Financing coordination fees) (Details) | Sep. 30, 2016 |
Advisors | Financing coordination fee | |
Related Party Transaction [Line Items] | |
Financing coordination fee (percent) | 1.00% |
Related-Party Transactions an35
Related-Party Transactions and Arrangements (Dispositions fees) (Details) - Advisors | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Property sales commission | ||
Related Party Transaction [Line Items] | ||
Commissions performance and other fees percent | 1.00% | 1.00% |
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 |
Maximum | Brokerage Commission Fee | ||
Related Party Transaction [Line Items] | ||
Commissions performance and other fees percent | 50.00% | 50.00% |
Maximum | Property portfolio | ||
Related Party Transaction [Line Items] | ||
Commissions performance and other fees percent | 6.00% | 6.00% |
Related-Party Transactions an36
Related-Party Transactions and Arrangements (Subordinated Performance Fees) (Details) - Advisors | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Related Party Transaction [Line Items] | ||
Cumulative Noncompounded Annual Return | 6.00% | 6.00% |
Performance fee | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 |
Subordinate performance fee on event of sale of company | ||
Related Party Transaction [Line Items] | ||
Commissions performance and other fees percent | 15.00% | 15.00% |
Subordinate performance fees for listing | ||
Related Party Transaction [Line Items] | ||
Commissions performance and other fees percent | 15.00% | 15.00% |
Related-Party Transactions an37
Related-Party Transactions and Arrangements (Schedule of Related Party Transaction) (Details) - Advisors - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Other organization and offering costs | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 27,473 | $ 27,473 |
Acquisition fees and expenses | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | 655,000 | 655,000,000 |
Advisory fees | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | 5,369 | 5,369,000 |
Financing coordination fees | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 220,000 | $ 220,000 |
Related-Party Transactions an38
Related-Party Transactions and Arrangements (Due to Affiliates) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 16,919 | $ 0 |
Line of credit | Subordinated Promissory Note | Affiliated entity | ||
Related Party Transaction [Line Items] | ||
Interest expense | $ 11,550 |