Document and Entity Information
Document and Entity Information - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 2018 | |
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, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | true | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,400 | |
Class T Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 744 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Real estate assets: | ||
Land | $ 3,245,003 | $ 3,245,003 |
Buildings and improvements | 41,258,770 | 41,258,770 |
Intangible lease asset | 5,101,432 | 5,101,432 |
Total real estate assets, at cost | 49,605,205 | 49,605,205 |
Less: accumulated depreciation and amortization | (3,345,223) | (1,911,033) |
Total real estate assets, net | 46,259,982 | 47,694,172 |
Cash and cash equivalents | 198,087 | 351,461 |
Rents and tenant receivables | 781,182 | 1,018,825 |
Prepaid expenses | 119,808 | 116,796 |
Deferred costs, net | 543,264 | 950,978 |
Total assets | 47,902,323 | 50,132,232 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Credit facility | 25,175,000 | 31,975,000 |
Subordinate promissory note | 0 | 1,600,000 |
Accrued expenses and accounts payable | 486,007 | 853,388 |
Due to affiliates | 202,530 | 278,394 |
Distributions payable | 142,415 | 100,241 |
Deferred rental income | 0 | 208,716 |
Total liabilities | 26,005,952 | 35,015,739 |
Commitments and contingencies | ||
Redeemable common stock | 112,006 | 87,337 |
STOCKHOLDERS’ 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 | 26,695,445 | 18,284,253 |
Accumulated distributions in excess of earnings | (4,941,182) | (3,275,779) |
Total stockholders’ equity | 21,784,365 | 15,029,156 |
Total liabilities, redeemable common stock, and stockholders’ equity | 47,902,323 | 50,132,232 |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | 22,774 | 14,369 |
Class T Common Stock | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | $ 7,328 | $ 6,313 |
Condensed Consolidated Unaudite
Condensed Consolidated Unaudited Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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) | 2,277,352 | 1,436,855 |
Common stock, shares outstanding (in shares) | 2,277,352 | 1,436,855 |
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) | 732,807 | 631,346 |
Common stock, shares outstanding (in shares) | 732,807 | 631,346 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Total revenues | $ 1,101,666 | $ 1,581,290 | $ 3,305,027 | $ 3,065,543 |
Operating expenses: | ||||
General and administrative | 247,961 | 103,507 | 678,758 | 410,359 |
Property operating | 3,212 | 2,756 | 9,913 | 9,165 |
Real estate tax | 126,625 | 903,968 | 379,875 | 1,032,894 |
Advisory fees and expenses | 0 | 0 | 0 | 60,565 |
Depreciation and amortization | 478,063 | 358,286 | 1,434,190 | 1,074,858 |
Total operating expenses | 855,861 | 1,368,517 | 2,502,736 | 2,587,841 |
Operating income | 245,805 | 212,773 | 802,291 | 477,702 |
Other expense: | ||||
Interest expense and other, net | (429,149) | (347,889) | (1,384,477) | (1,168,619) |
Net loss | (183,344) | (135,116) | (582,186) | (690,917) |
Class A Common Stock | ||||
Other expense: | ||||
Net loss | $ (127,009) | $ (106,288) | $ (390,726) | $ (600,648) |
Basic and diluted weighted average number of shares outstanding (in shares) | 2,226,550 | 1,197,224 | 1,844,223 | 859,523 |
Basic and diluted net loss per common share (in dollars per share) | $ (0.06) | $ (0.09) | $ (0.21) | $ (0.70) |
Distributions declared per common share (in dollars per share) | $ 0.15 | $ 0.15 | $ 0.45 | $ 0.45 |
Class T Common Stock | ||||
Other expense: | ||||
Net loss | $ (56,335) | $ (28,828) | $ (191,460) | $ (90,269) |
Basic and diluted weighted average number of shares outstanding (in shares) | 721,678 | 257,529 | 685,064 | 117,531 |
Basic and diluted net loss per common share (in dollars per share) | $ (0.08) | $ (0.11) | $ (0.28) | $ (0.77) |
Distributions declared per common share (in dollars per share) | $ 0.15 | $ 0.15 | $ 0.45 | $ 0.45 |
Rental income | ||||
Revenues: | ||||
Rental income | $ 972,002 | $ 674,566 | $ 2,916,007 | $ 2,023,699 |
Tenant reimbursement income | ||||
Revenues: | ||||
Rental income | $ 129,664 | $ 906,724 | $ 389,020 | $ 1,041,844 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2018 - 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, 2017 | 1,436,855 | 631,346 | 1,436,855 | 631,346 | |||
Balance at Dec. 31, 2017 | $ 15,029,156 | $ 14,369 | $ 6,313 | $ 18,284,253 | $ (3,275,779) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (in shares) | 845,832 | 101,461 | |||||
Issuance of common stock | 9,266,099 | $ 8,458 | $ 1,015 | 9,256,626 | |||
Distributions declared | (1,083,217) | (1,083,217) | |||||
Commissions on stock sales and related dealer manager fees | (646,448) | (646,448) | |||||
Other offering costs | (93,982) | (93,982) | |||||
Distribution and stockholder servicing fees | (32,373) | (32,373) | |||||
Redemptions of common stock (in shares) | (5,335) | ||||||
Redemptions of common stock | (48,015) | $ (53) | (47,962) | ||||
Changes in redeemable common stock | (24,669) | (24,669) | |||||
Net loss | (582,186) | $ (390,726) | $ (191,460) | (582,186) | |||
Balance (in shares) at Sep. 30, 2018 | 2,277,352 | 732,807 | 2,277,352 | 732,807 | |||
Balance at Sep. 30, 2018 | $ 21,784,365 | $ 22,774 | $ 7,328 | $ 26,695,445 | $ (4,941,182) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (582,186) | $ (690,917) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization, net | 1,434,190 | 1,074,858 |
Amortization of deferred financing costs | 421,000 | 370,396 |
Straight-line rental income | (114,970) | (161,622) |
Changes in assets and liabilities: | ||
Rents and tenant receivables | 352,613 | (793,476) |
Prepaid expenses and other assets | (3,012) | (60,060) |
Accrued expenses and accounts payable | (367,381) | 317,426 |
Deferred rental income | (208,716) | 4,092 |
Due to affiliates | (60,302) | (74,293) |
Net cash provided by (used in) operating activities | 871,236 | (13,596) |
Cash flows from investing activities: | ||
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 8,878,331 | 13,637,650 |
Redemptions of common stock | (48,015) | 0 |
Offering costs on issuance of common stock | (740,430) | (1,077,033) |
Distribution and stockholder servicing fees paid | (47,935) | (8,344) |
Distributions to stockholders | (653,275) | (275,207) |
Repayments of credit facility | (6,800,000) | (1,725,000) |
Proceeds from subordinate promissory note | 2,200,000 | 488,631 |
Repayment of subordinate promissory note | (3,800,000) | (10,788,631) |
Deferred financing costs paid | (13,286) | 0 |
Net cash (used in) provided by financing activities | (1,024,610) | 252,066 |
Net (decrease) increase in cash and cash equivalents | (153,374) | 238,470 |
Cash and cash equivalents, beginning of period | 351,461 | 605,049 |
Cash and cash equivalents, end of period | 198,087 | 843,519 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Distributions declared and unpaid | 142,415 | 79,064 |
Change in accrued distribution and stockholder servicing fees due to affiliate | 32,373 | 160,183 |
Common stock issued through distribution reinvestment plan | 387,768 | 92,227 |
Supplemental Cash Flow Disclosures: | ||
Interest paid | $ 980,687 | $ 800,966 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2018 | |
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, that elected to be taxed, and currently qualifies, as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2017. 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. On November 13, 2017, VEREIT Operating Partnership, L.P. (“VEREIT OP”), a former affiliated entity of the Company’s sponsor, CCO Group (as defined below), entered into a Purchase and Sale Agreement with CCA Acquisition, LLC (“CCA”), a newly-formed affiliate of CIM Group, LLC (“CIM”), pursuant to which CCA agreed to acquire all of the issued and outstanding shares of common stock of Cole Capital Advisors, Inc., the direct or indirect owner of Cole Corporate Income Advisors III, LLC (“CCI III Advisors”), Cole Capital Corporation and CREI Advisors, LLC (“CREI Advisors”), the Company’s external advisor, dealer manager and property manager, respectively (the “Transaction”). On February 1, 2018, the Transaction was completed. Immediately following the completion of the Transaction, Cole Capital Advisors, Inc. and the Company’s dealer manager were each converted into Delaware limited liability companies, Cole Capital Advisors, Inc.’s name was changed to CCO Group, LLC, and the dealer manager’s name was changed to CCO Capital, LLC (“CCO Capital”). As a result of the Transaction, CIM owns and/or controls CCO Group, LLC and its subsidiaries (collectively, “CCO Group”), and CCO Group, LLC owns and controls CCI III Advisors, CCO Capital and CREI Advisors, the Company’s external advisor, dealer manager for the Offering (as defined below) and property manager, respectively. In addition, as part of the Transaction, VEREIT OP and CCO Group, LLC entered into a services agreement (the “Services Agreement”) pursuant to which VEREIT OP is obligated to provide certain services to CCO Group and to the Company, Cole Credit Property Trust IV, Inc. (“CCPT IV”), Cole Credit Property Trust V, Inc. (“CCPT V”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”) and Cole Real Estate Income Strategy (Daily NAV), Inc. (“Cole Income NAV Strategy”) (CCPT IV, CCPT V, CCIT III, Cole Income NAV Strategy and the Company, collectively, the “Cole REITs ® ”), including operational real estate support. VEREIT OP is obligated to provide such services through March 31, 2019 (or, if later, the date of the last government filing other than a tax filing made by any of the Cole REITs with respect to its 2018 fiscal year) (the “Initial Services Term”) and is obligated to provide consulting and research services through December 31, 2023 as requested by CCO Group, LLC. Despite the indirect change of ownership and control of the Company’s advisor, dealer manager, property manager and sponsor, the Company expects that, during the Initial Services Term of the Services Agreement, the advisory, dealer manager and property management services the Company receives will continue without any material changes in personnel (except as supplemented by the management oversight of CIM personnel) or material change in service procedures. CCO Group, LLC is evaluating and intends to effectuate during the Initial Services Term of the Services Agreement an appropriate transition of VEREIT OP’s services under the Services Agreement to other CIM affiliates or third parties with the goal of ensuring continuity and minimizing disruption. 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 prices 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 August 9, 2018, the Company’s board of directors approved the extension of the Offering until September 22, 2019, unless the Company’s board of directors terminates the Offering at an earlier date or all shares being offered have been sold, in which case the Offering will be terminated. In no event will the Offering be extended beyond 180 days after September 22, 2019. As of September 30, 2018 , the Company had issued approximately 3.0 million shares of common stock in the Offering, including 62,000 shares issued pursuant to the DRIP, for gross proceeds of $29.1 million ( $22.1 million in Class A Shares and $7.0 million in Class T Shares) before organization and offering costs, selling commissions and dealer manager fees of $2.1 million . In addition, the Company has paid distribution and stockholder servicing fees for Class T Shares sold in the primary portion of the Offering of $70,000 and accrued an estimated liability for future distribution and stockholder servicing fees payable of $202,000 . 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 assets 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, 2018 , the Company owned two office and industrial properties, comprising 391,000 rentable square feet of commercial space located in two states. As of September 30, 2018 , the rentable square feet at these properties was 100% leased. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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 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 financial statements. Principles of Consolidation and Basis of Presentation The condensed consolidated 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 financial statements as of and for the year ended December 31, 2017 , and related notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . The condensed consolidated 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 financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the Company’s prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. The Company has chosen to break out distribution and stockholder servicing fees paid of $8,000 from offering costs on issuance of common stock of $1.08 million , which was previously reported in total as $1.09 million in the Company’s condensed consolidated statements of cash flows for the nine months ended September 30, 2017 . This reclassification had no effect on previously reported totals or subtotals. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Real Estate Assets Real estate assets are stated at cost, less accumulated depreciation and amortization. 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 Site improvements 15 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; changes in anticipated holding periods; 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, 2018 or 2017 . Assets Held for Sale When a real estate asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the assets related to the property and estimate its fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount is then recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of September 30, 2018 or December 31, 2017 . 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 and other intangibles, based in each case on their respective fair values. 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. In April 2017, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Beginning in April 2017, all real estate acquisitions qualified as asset acquisitions, and as such, acquisition-related fees and certain acquisition-related expenses related to these asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities, as described above. Prior to the adoption of ASU 2017-01 in April 2017, all of the Company’s real estate acquisitions were accounted for as business combinations and, as such, acquisition-related expenses related to these business combination acquisitions were expensed as incurred. Prior to April 2017, acquisition-related expenses in the Company’s condensed consolidated statements of operations primarily consisted of legal, deed transfer and other costs related to real estate purchase transactions, including costs incurred for deals that were not consummated. The Company expects its future acquisitions to qualify as asset acquisitions and, as such, the Company will allocate the purchase price to acquired tangible assets and identified intangible assets and liabilities on a relative fair value basis. Revenue Recognition Certain properties have leases where the minimum rental payment increases during the term of the lease. The Company records rental income for the full term of each 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. Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in Revenue Recognition, Accounting Standards Codification (“ASC”) Topic 605 and requires an entity to recognize revenue in a way that depicts 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 Company records revenue for real estate taxes and insurance reimbursed by its tenants on the leased properties, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the condensed consolidated statements of operations as the Company has concluded it is the primary obligor. The Company has identified its revenue streams as rental income from leasing arrangements and tenant reimbursement income, which are outside of the scope of Topic 606. The Company adopted ASU 2014-09 using the modified retrospective approach and determined it did not have a material impact on the Company’s condensed consolidated financial statements. The Company continually reviews receivables related to rent, including any straight-line rent, and current and future operating expense reimbursements from tenants, and determines their 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 uncertain, the Company will record an increase in the allowance for uncollectible accounts. As of September 30, 2018 and December 31, 2017 , the Company did not have an allowance for uncollectible accounts. Net Loss and Distributions Per Share The Company has two classes of common stock. Accordingly, the Company utilizes the two-class method to determine its earnings per share, which can result in different earnings per share for each of the classes. Under the two-class method, earnings per share of each class of common stock 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 shares for each class of common stock for the respective period. The distributed earnings to Class T Share common stockholders represents distributions declared less the distribution and stockholder servicing fees paid with respect to Class T Shares sold in the primary portion of the Offering. Diluted income per share, when applicable, considers the effect of an y potentially dilutive share equivalents, of whi ch the Company had none for e ach of the three and nine months ended September 30, 2018 or 2017 . Distributions per share are calculated based on the authorized daily distribution rate. Recent Accounting Pronouncements 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. Except as otherwise stated below, the Company is currently evaluating the effect that certain new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s condensed consolidated financial statements. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The amendments in this update require that most lease obligations be recognized as a right of use asset with a corresponding liability on the balance sheet. The guidance also requires additional qualitative and quantitative disclosures to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 and subsequent amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The guidance, including optional practical expedients, should be implemented for the earliest period presented using a modified retrospective approach. The Company is currently in the process of finalizing its assessment of its inventory of leases that will be impacted by adoption of the new guidance. The Company does not expect the adoption to have a material impact on the accounting treatment of the Company’s net leases, which are the primary source of the Company’s revenues. In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This ASU amends and removes several disclosure requirements including the valuation processes for Level 3 fair value measurements. ASU 2018-13 also modifies some disclosure requirements and requires additional disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and requires the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The provisions of ASU 2018-13 are effective January 1, 2020 using a prospective transition method for amendments effecting changes in unrealized gains and losses, significant unobservable inputs used to develop Level 3 fair value measurements and narrative description on uncertainty of measurements. The remaining provisions of the ASU are to be applied retrospectively, and early adoption is permitted. The Company is evaluating the impact of this ASU's adoption, and does not believe this ASU will have a material impact on its condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 , the estimated fair value of the Company’s debt was $25.3 million , compared to a carrying value of $25.2 million . As of December 31, 2017 , the estimated fair value of the Company’s debt was $33.8 million , compared to a carrying value of $33.6 million . 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 receivables, accrued expenses and accounts payable, other liabilities, due to affiliates and distributions payable 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, 2018 and December 31, 2017 , there have been no transfers of financial assets or liabilities between fair value hierarchy levels. |
Real Estate Assets
Real Estate Assets | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
REAL ESTATE ASSETS | REAL ESTATE ASSETS During the nine months ended September 30, 2018 and 2017, the Company did not acquire any properties. |
Intangible Lease Assets
Intangible Lease Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE LEASE ASSETS | INTANGIBLE LEASE ASSETS The Company’s intangible lease assets consisted of the following as of September 30, 2018 and December 31, 2017 : September 30, 2018 December 31, 2017 In-place leases, net of accumulated amortization of $827,776 and $480,483, respectively (with a weighted average life remaining of 10.0 years and 10.8 years, respectively) $ 4,273,656 $ 4,620,949 Amortization expense for the in-place leases is included in depreciation and amortization in the accompanying condensed consolidated statements of operations. The following table summarizes the amortization expense related to the in-place lease assets for the three and nine months ended September 30, 2018 and 2017 : Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 In-place lease amortization $ 115,764 $ 90,558 $ 347,293 $ 271,672 As of September 30, 2018 , the estimated amortization expense relating to the intangible lease assets is as follows: Amortization Expense In-Place Lease Remainder of 2018 $ 115,765 2019 $ 463,058 2020 $ 463,058 2021 $ 463,058 2022 $ 463,058 |
Credit Facility and Subordinate
Credit Facility and Subordinate Promissory Note | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITY AND SUBORDINATE PROMISSORY NOTE | CREDIT FACILITY AND SUBORDINATE PROMISSORY NOTE As of September 30, 2018 , the Company had $25.2 million of debt outstanding, with a weighted average interest rate of 4.4% and weighted average years to maturity of 1.0 years. The following table summarizes the debt balances as of September 30, 2018 and December 31, 2017 , respectively, and the debt activity for the nine months ended September 30, 2018 : During the Nine Months Ended September 30, 2018 Balance as of Debt Issuance Repayments Balance as of Credit facility $ 31,975,000 $ — $ (6,800,000 ) $ 25,175,000 Subordinate promissory note 1,600,000 2,200,000 (3,800,000 ) — Total debt $ 33,575,000 $ 2,200,000 $ (10,600,000 ) $ 25,175,000 As of September 30, 2018 , the Company had $25.2 million of debt outstanding under its secured credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent, and the lenders under the credit agreement (as amended, 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 date of such loans for up to two successive 12-month periods, subject to satisfying certain conditions contained in the Credit Agreement. These conditions include providing notice of the election and paying an extension fee of 0.2% of the maximum amount of the Revolving Loans. 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”) multiplied by the statutory reserve rate (the “Eurodollar Rate”) plus an interest rate spread ranging from 2.20% to 2.45% ; or (ii) a base rate ranging from 1.20% to 1.45% , plus the greater of: (a) JPMorgan Chase’s Prime Rate (as defined in the Credit Agreement); (b) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.50% ; or (c) the one-month LIBOR multiplied by the statutory reserve rate plus 1.0% . As of September 30, 2018 , the Revolving Loans outstanding totaled $25.2 million at a weighted average interest rate of 4.4% . The Company had $74.8 million in unused capacity, subject to borrowing availability, as of September 30, 2018 . The Credit Agreement contains provisions with respect to covenants, events of default and remedies customary for facilities of this nature. In particular, the Credit Agreement requires the Company to maintain a minimum consolidated net worth greater than or equal to 75% of the equity issued from the date of the Credit Agreement, a leverage ratio no greater than 60% , and a fixed charge coverage ratio equal to or greater than 1.50 . The Company believes it was in compliance with the financial covenants of the Credit Agreement as of September 30, 2018 . On September 23, 2016, the Company entered into a $30.0 million subordinate, unsecured, revolving line of credit with VEREIT OP (the “Subordinate Promissory Note”). The Subordinate Promissory Note bore 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. No amounts were outstanding under the Subordinate Promissory Note, which matured and expired on September 30, 2018. No financing coordination fees were paid to our advisor or its affiliates in connection with the Subordinate Promissory Note. Liquidity and Financial Condition — The Company’s condensed consolidated financial statements as of September 30, 2018 and December 31, 2017 , have been prepared assuming that the Company will continue its operations as a going concern. The Company believes cash on hand, net cash provided by operations and proceeds from the Offering will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these financial statements are issued. However, this evaluation assumes continued positive cash flows. With respect to the Revolving Loans maturing September 23, 2019, the Company expects to extend the maturity date through September 23, 2020, subject to lender approval, by providing notice of the election and paying an extension fee of 0.2% of the maximum amount of the Revolving Loans. The Company is in its start-up phase and dependent on raising capital to meet its capital requirements, including property acquisitions, stockholder distributions and repayment of maturing debt. Maturities The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt as of September 30, 2018 : Principal Repayments Remainder of 2018 $ — 2019 25,175,000 2020 — 2021 — 2022 — Thereafter — Total $ 25,175,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
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 is a party or of which the Company’s properties are 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, 2018 | |
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, CCO Capital, 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. CCO Capital reallows 100% of selling commissions earned to participating broker-dealers. In addition, CCO Capital receives 2.0% of gross offering proceeds from the primary portion of the Offering for both Class A Shares and Class T Shares as a dealer manager fee. CCO Capital, 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 CCO Capital or other participating broker-dealers with respect to shares sold pursuant to the DRIP. 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, including proceeds from sales of shares under the DRIP. A portion of the other organization and offering expenses may be considered to be underwriting compensation. As of September 30, 2018 , 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 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. Distribution and stockholder servicing fees The Company pays CCO Capital a distribution and stockholder servicing fee for Class T Shares that is calculated on a daily basis in an amount equal to 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 is 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 CCO Capital is recognized at the time each Class T Share is sold and included in due to affiliates in the condensed consolidated 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 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, or a lower limit agreed upon between the Company’s dealer manager and the participating broker-dealer at the time such Class T Shares were sold; (ii) the date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the aggregate sale of the Class A Shares and Class T Shares in the Offering, excluding proceeds from sales 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. CCO Capital 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. At the time the Company ceases paying the distribution and stockholder servicing fee with respect to an outstanding Class T Share pursuant to the provisions above, such Class T Share will convert into a number of Class A Shares (including any fractional shares) with an equivalent net asset value as such Class T Share. The Company cannot predict when this will occur. No distribution and stockholder servicing fees are paid to CCO Capital or other participating broker-dealers with respect to shares sold pursuant to the DRIP. Acquisition-related 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, unless otherwise approved by a majority of the Company’s board of directors, including a majority of the independent directors, as commercially competitive, fair and reasonable to the Company. During the three and nine months ended September 30, 2018 and 2017 , no acquisition fees or expenses were incurred for any such services provided by CCI III Advisors or its affiliates. Advisory fees and expenses Pursuant to the advisory agreement, the Company pays CCI III Advisors a monthly advisory fee based upon the Company’s monthly average asset value, which is equal to the following amounts: (i) an annualized rate of 0.75% paid on the Company’s average asset value that is between $0 and $2.0 billion ; (ii) an annualized rate of 0.70% paid on the Company’s average asset value that is between $2.0 billion and $4.0 billion ; and (iii) an annualized rate of 0.65% paid on the Company’s average asset value that is over $4.0 billion . During the three and nine months ended September 30, 2018 , these advisory fees exceeded the expense limit of the greater of 2.0% of the average invested assets or 25.0% of net income (see operating expenses below) and were not recognized in the condensed consolidated financial statements of the Company because such amounts were not contractually payable by the Company. As of September 30, 2018 , $482,000 of advisory fees exceeded such expense limit. As the Company raises additional proceeds from the Offering and acquires additional properties, these amounts may become payable if future operating expenses are below the expense limits. Operating expenses The Company reimburses CCI III Advisors or its affiliates for the operating expenses they paid or incurred in connection with advisory and administrative 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, excluding 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 compensation paid to the Company’s executive officers or employees of CCI III Advisors in connection with the services for which CCI III Advisors or its affiliates receive an acquisition fee, financing coordination fee or disposition fee. During the three and nine months ended September 30, 2018 and 2017 , no operating expenses were reimbursed by the Company. During the three and nine months ended September 30, 2018 and 2017 , CCI III Advisors paid or reimbursed the Company for operating expenses in excess of the greater of 2.0% of average invested assets or 25.0% of net income, which were not recognized in the condensed consolidated financial statements of the Company because such amounts were not contractually payable by the Company. As of September 30, 2018 , $1.4 million of operating expenses exceeded such expense limit. As the Company raises additional proceeds from the Offering and acquires additional properties, these amounts may become payable. 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 CCI III Advisors previously received a fee 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 the 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. During the three and nine months ended September 30, 2018 and 2017 , no financing coordination fees were incurred for any such services provided by CCI III Advisors or its affiliates. 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, 2018 and 2017 , 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 stockholders and the amount of distributions necessary to generate a 6.0% annual cumulative, non-compounded return to stockholders; (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 stockholders 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, 2018 and 2017 , 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 Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Selling commissions $ 155,630 $ 224,114 $ 466,239 $ 667,858 Dealer manager fees $ 73,795 $ 106,715 $ 180,209 $ 270,510 Distribution and stockholder servicing fees (1) $ 16,914 $ 6,162 $ 47,935 $ 8,344 Organization and offering costs $ 38,497 $ 54,095 $ 93,982 $ 138,665 Advisory fees $ — $ — $ — $ 60,565 ______________________ (1) Amounts are calculated for the respective period in accordance with the dealer manager agreement and exclude the estimated liability for future distribution and stockholder servicing fees payable to CCO Capital of $202,000 , which is included in due to affiliates in the condensed consolidated balance sheets with a corresponding decrease to capital in excess of par value. Services Agreement Pursuant to the Services Agreement, VEREIT OP, which is affiliated with one of the Company’s directors, is obligated to provide certain services to CCO Group and to the Company, including operational real estate support. The Company is not a party to the Services Agreement. See Note 9 — Economic Dependency for a discussion of the Services Agreement. Due to/from Affiliates As of September 30, 2018 and December 31, 2017 , $203,000 and $278,000 , respectively, was recorded for services and expenses incurred, but not yet reimbursed, to CCI III Advisors or its affiliates. The amounts are primarily for future distribution and stockholder servicing fees and for operating expenses. The Company incurred $53,000 and $262,000 , respectively, of interest expense related to the Subordinate Promissory Note during the nine months ended September 30, 2018 and the year ended December 31, 2017 , of which $10,000 in interest had been incurred but not yet paid as of December 31, 2017 . This amount was included in due to affiliates as of December 31, 2017 in the condensed consolidated balance sheet for such period. As of December 31, 2017 , $1,000 was due from CCI III Advisors or its affiliates related to amounts received by affiliates of the advisor which were due to the Company. No such amounts were due from CCI III Advisors or its affiliates as of September 30, 2018 . |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2018 | |
Economic Dependency [Abstract] | |
ECONOMIC DEPENDENCY | ECONOMIC DEPENDENCY Under various agreements, the Company has engaged and may in the future 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 stockholder 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. Services Agreement Pursuant to the Services Agreement, VEREIT OP is obligated to provide certain services to CCO Group and to the Company, including operational real estate support. VEREIT OP is obligated to provide such services through March 31, 2019 (or, if later, the date of the last government filing other than a tax filing made by any of the Cole REITs with respect to its 2018 fiscal year) and is obligated to provide consulting and research services through December 31, 2023 as requested by CCO Group, LLC. Despite the indirect change of ownership and control of the Company’s advisor, dealer manager, property manager and sponsor, the Company expects that, during the Initial Services Term of the Services Agreement, the advisory, dealer manager and property management services the Company receives will continue without any material changes in personnel (except as supplemented by the management oversight of CIM personnel) or material change in service procedures. During the Initial Services Term of the Services Agreement, CCO Group, LLC intends to evaluate and effectuate an appropriate transition of VEREIT OP’s services under the Services Agreement to other CIM affiliates or third parties with the goal of ensuring continuity and minimizing disruption. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company’s real estate assets are leased to tenants under operating leases for which the terms and expirations vary. As of September 30, 2018 , the leases had a remaining weighted-average lease term of 9.9 years. The leases include provisions to extend the lease term, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other negotiated terms and conditions. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. The future minimum rental income from the Company’s real estate assets under the non-cancelable operating leases, assuming no exercise of renewal options, as of September 30, 2018 , was as follows: Future Minimum Rental Income Remainder of 2018 $ 1,083,691 2019 3,808,708 2020 3,878,462 2021 3,756,969 2022 3,829,450 Thereafter 22,784,446 Total $ 39,141,726 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluated events subsequent to September 30, 2018 , and concluded that no subsequent events have occurred that would require recognition or disclosure in the condensed consolidated unaudited financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The condensed consolidated 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 financial statements as of and for the year ended December 31, 2017 , and related notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . The condensed consolidated 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 financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Certain amounts in the Company’s prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. The Company has chosen to break out distribution and stockholder servicing fees paid of $8,000 from offering costs on issuance of common stock of $1.08 million , which was previously reported in total as $1.09 million in the Company’s condensed consolidated statements of cash flows for the nine months ended September 30, 2017 . This reclassification had no effect on previously reported totals or subtotals. |
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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Real Estate Assets and Recoverability Of Real Estate Assets | Real estate assets are stated at cost, less accumulated depreciation and amortization. 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 Site improvements 15 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; changes in anticipated holding periods; 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. |
Assets Held for Sale | When a real estate asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the assets related to the property and estimate its fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount is then recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of September 30, 2018 or December 31, 2017 . |
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 and other intangibles, based in each case on their respective fair values. 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. In April 2017, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Beginning in April 2017, all real estate acquisitions qualified as asset acquisitions, and as such, acquisition-related fees and certain acquisition-related expenses related to these asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities, as described above. Prior to the adoption of ASU 2017-01 in April 2017, all of the Company’s real estate acquisitions were accounted for as business combinations and, as such, acquisition-related expenses related to these business combination acquisitions were expensed as incurred. Prior to April 2017, acquisition-related expenses in the Company’s condensed consolidated statements of operations primarily consisted of legal, deed transfer and other costs related to real estate purchase transactions, including costs incurred for deals that were not consummated. The Company expects its future acquisitions to qualify as asset acquisitions and, as such, the Company will allocate the purchase price to acquired tangible assets and identified intangible assets and liabilities on a relative fair value basis. |
Revenue Recognition | Certain properties have leases where the minimum rental payment increases during the term of the lease. The Company records rental income for the full term of each 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. Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in Revenue Recognition, Accounting Standards Codification (“ASC”) Topic 605 and requires an entity to recognize revenue in a way that depicts 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 Company records revenue for real estate taxes and insurance reimbursed by its tenants on the leased properties, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the condensed consolidated statements of operations as the Company has concluded it is the primary obligor. The Company has identified its revenue streams as rental income from leasing arrangements and tenant reimbursement income, which are outside of the scope of Topic 606. The Company adopted ASU 2014-09 using the modified retrospective approach and determined it did not have a material impact on the Company’s condensed consolidated financial statements. The Company continually reviews receivables related to rent, including any straight-line rent, and current and future operating expense reimbursements from tenants, and determines their 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 uncertain, the Company will record an increase in the allowance for uncollectible accounts. |
Net Loss and Distributions Per Share | The Company has two classes of common stock. Accordingly, the Company utilizes the two-class method to determine its earnings per share, which can result in different earnings per share for each of the classes. Under the two-class method, earnings per share of each class of common stock 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 shares for each class of common stock for the respective period. The distributed earnings to Class T Share common stockholders represents distributions declared less the distribution and stockholder servicing fees paid with respect to Class T Shares sold in the primary portion of the Offering. Diluted income per share, when applicable, considers the effect of an y potentially dilutive share equivalents, of whi ch the Company had none for e ach of the three and nine months ended September 30, 2018 or 2017 . Distributions per share are calculated based on the authorized daily distribution rate. |
Recent Accounting Pronouncements | 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. Except as otherwise stated below, the Company is currently evaluating the effect that certain new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s condensed consolidated financial statements. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The amendments in this update require that most lease obligations be recognized as a right of use asset with a corresponding liability on the balance sheet. The guidance also requires additional qualitative and quantitative disclosures to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 and subsequent amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The guidance, including optional practical expedients, should be implemented for the earliest period presented using a modified retrospective approach. The Company is currently in the process of finalizing its assessment of its inventory of leases that will be impacted by adoption of the new guidance. The Company does not expect the adoption to have a material impact on the accounting treatment of the Company’s net leases, which are the primary source of the Company’s revenues. In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This ASU amends and removes several disclosure requirements including the valuation processes for Level 3 fair value measurements. ASU 2018-13 also modifies some disclosure requirements and requires additional disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and requires the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The provisions of ASU 2018-13 are effective January 1, 2020 using a prospective transition method for amendments effecting changes in unrealized gains and losses, significant unobservable inputs used to develop Level 3 fair value measurements and narrative description on uncertainty of measurements. The remaining provisions of the ASU are to be applied retrospectively, and early adoption is permitted. The Company is evaluating the impact of this ASU's adoption, and does not believe this ASU will have a material impact on its condensed consolidated financial statements. |
Fair Value Measurements | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 Site improvements 15 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term |
Intangible Lease Assets (Tables
Intangible Lease Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | The Company’s intangible lease assets consisted of the following as of September 30, 2018 and December 31, 2017 : September 30, 2018 December 31, 2017 In-place leases, net of accumulated amortization of $827,776 and $480,483, respectively (with a weighted average life remaining of 10.0 years and 10.8 years, respectively) $ 4,273,656 $ 4,620,949 |
Schedule of finite-lived intangible assets amortization expense | The following table summarizes the amortization expense related to the in-place lease assets for the three and nine months ended September 30, 2018 and 2017 : Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 In-place lease amortization $ 115,764 $ 90,558 $ 347,293 $ 271,672 |
Schedule of finite-lived intangible assets, future amortization expense | As of September 30, 2018 , the estimated amortization expense relating to the intangible lease assets is as follows: Amortization Expense In-Place Lease Remainder of 2018 $ 115,765 2019 $ 463,058 2020 $ 463,058 2021 $ 463,058 2022 $ 463,058 |
Credit Facility and Subordina_2
Credit Facility and Subordinated Promissory Note (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The following table summarizes the debt balances as of September 30, 2018 and December 31, 2017 , respectively, and the debt activity for the nine months ended September 30, 2018 : During the Nine Months Ended September 30, 2018 Balance as of Debt Issuance Repayments Balance as of Credit facility $ 31,975,000 $ — $ (6,800,000 ) $ 25,175,000 Subordinate promissory note 1,600,000 2,200,000 (3,800,000 ) — Total debt $ 33,575,000 $ 2,200,000 $ (10,600,000 ) $ 25,175,000 |
Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt as of September 30, 2018 : Principal Repayments Remainder of 2018 $ — 2019 25,175,000 2020 — 2021 — 2022 — Thereafter — Total $ 25,175,000 |
Related-Party Transactions an_2
Related-Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Selling commissions $ 155,630 $ 224,114 $ 466,239 $ 667,858 Dealer manager fees $ 73,795 $ 106,715 $ 180,209 $ 270,510 Distribution and stockholder servicing fees (1) $ 16,914 $ 6,162 $ 47,935 $ 8,344 Organization and offering costs $ 38,497 $ 54,095 $ 93,982 $ 138,665 Advisory fees $ — $ — $ — $ 60,565 ______________________ (1) Amounts are calculated for the respective period in accordance with the dealer manager agreement and exclude the estimated liability for future distribution and stockholder servicing fees payable to CCO Capital of $202,000 , which is included in due to affiliates in the condensed consolidated balance sheets with a corresponding decrease to capital in excess of par value. |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Schedule of future minimum rental payments for operating leases | The future minimum rental income from the Company’s real estate assets under the non-cancelable operating leases, assuming no exercise of renewal options, as of September 30, 2018 , was as follows: Future Minimum Rental Income Remainder of 2018 $ 1,083,691 2019 3,808,708 2020 3,878,462 2021 3,756,969 2022 3,829,450 Thereafter 22,784,446 Total $ 39,141,726 |
Organization and Business (Deta
Organization and Business (Details) $ / shares in Units, ft² in Thousands | Aug. 09, 2018 | Sep. 30, 2018USD ($)ft²propertystatesclass_of_stockshares | Sep. 30, 2017USD ($) | Dec. 31, 2017shares | Sep. 22, 2016USD ($)class_of_stock$ / shares |
Class of Stock [Line Items] | |||||
Classes of common stock | class_of_stock | 2 | ||||
Gross offering proceeds | $ 8,878,331 | $ 13,637,650 | |||
Number of days offering can be extended, maximum | 180 days | ||||
Distribution and stockholder fees payable | $ 202,000 | ||||
Number of real estate properties | property | 2 | ||||
Net rentable area (in square feet) | ft² | 391 | ||||
Number of states in which real estate properties are owned | states | 2 | ||||
Percentage of rentable space leased | 100.00% | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued to date (in shares) | shares | 2,277,352 | 1,436,855 | |||
Class T Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued to date (in shares) | shares | 732,807 | 631,346 | |||
IPO | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized, value (up to) | $ 3,500,000,000 | ||||
Gross offering proceeds | $ 29,100,000 | ||||
Shares issued to date (in shares) | shares | 3,000,000 | ||||
Organization and offering costs, selling commissions and dealer manager fees | $ 2,100,000 | ||||
IPO | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Gross offering proceeds | 22,100,000 | ||||
IPO | Class T Common Stock | |||||
Class of Stock [Line Items] | |||||
Gross offering proceeds | 7,000,000 | ||||
Related party transaction, expenses from transactions with related party | 70,000 | ||||
Distribution and stockholder fees payable | $ 202,000 | ||||
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 | ||||
Shares issued to date (in shares) | shares | 62,000 | ||||
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 | $ 9.10 | ||||
CCC III OP | |||||
Class of Stock [Line Items] | |||||
General partner partnership interest percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($)class_of_stockshares | Sep. 30, 2017shares | Sep. 30, 2018USD ($)class_of_stockshares | Sep. 30, 2017USD ($)shares | Dec. 31, 2017USD ($) | |
Class of Stock [Line Items] | |||||
Distribution and stockholder servicing fees paid | $ 47,935 | $ 8,344 | |||
Offering costs on issuance of common stock | 740,430 | 1,077,033 | |||
Impairment | 0 | $ 0 | |||
Asset held for sale | $ 0 | 0 | $ 0 | ||
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 | 0 | 0 | |
Building | |||||
Class of Stock [Line Items] | |||||
Acquired real estate asset, useful life (in years) | 40 years | ||||
Site Improvements | |||||
Class of Stock [Line Items] | |||||
Acquired real estate asset, useful life (in years) | 15 years | ||||
As previously reported | |||||
Class of Stock [Line Items] | |||||
Offering costs on issuance of common stock | $ 1,090,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Significant Other Observable Inputs (Level 2) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Estimate of fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | $ 25.3 | $ 33.8 |
Carrying (reported) amount, fair value disclosure | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | $ 25.2 | $ 33.6 |
Real Estate Assets (Details)
Real Estate Assets (Details) - property | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Acquisitions 2,018 | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | 0 | |
Acquisitions 2,017 | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | 0 |
Intangible Lease Assets (Detail
Intangible Lease Assets (Details) - Acquired in-place lease - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible leased asset | $ 4,273,656 | $ 4,620,949 |
Accumulated amortization | $ 827,776 | $ 480,483 |
Useful life | 10 years | 10 years 9 months 18 days |
Intangible Lease Assets (Schedu
Intangible Lease Assets (Schedule of finite-lived intangible assets amortization expense) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Acquired in-place lease | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 115,764 | $ 90,558 | $ 347,293 | $ 271,672 |
Intangible Lease Assets (Estima
Intangible Lease Assets (Estimated Amortization of Intangible lease assets) (Details) - Acquired in-place lease | Sep. 30, 2018USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2018 | $ 115,765 |
2,019 | 463,058 |
2,020 | 463,058 |
2,021 | 463,058 |
2,022 | $ 463,058 |
Credit Facility and Subordina_3
Credit Facility and Subordinate Promissory Note (Credit Facility) (Details) | 9 Months Ended | |
Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||
Debt outstanding | $ 25,175,000 | $ 33,575,000 |
Debt, weighted average interest rate (percentage) | 4.40% | |
Debt instrument, weighted average years to maturity (in years) | 11 months 22 days | |
Line of credit outstanding | $ 25,175,000 | 31,975,000 |
Line of credit | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 25,175,000 | $ 31,975,000 |
J. P. Morgan Chase Bank, N.A. | Line of credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Debt, weighted average interest rate (percentage) | 4.40% | |
Line of credit outstanding | $ 25,200,000 | |
Line of credit facility, borrowing capacity (up to) | $ 100,000,000 | |
Extension fee as a percentage of revolving loans | 0.20% | |
Line of credit facility, remaining borrowing capacity | $ 74,800,000 | |
Line of credit facility, covenant, minimum consolidated net worth (percentage) | 75.00% | |
J. P. Morgan Chase Bank, N.A. | Line of credit | Revolving credit facility | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 1.20% | |
Debt instrument, covenant, fixed charge coverage ratio | 1.50 | |
J. P. Morgan Chase Bank, N.A. | Line of credit | Revolving credit facility | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 1.45% | |
Line of credit facility, covenant, leverage ratio (less than or equal to) (percentage) | 60.00% | |
J. P. Morgan Chase Bank, N.A. | Line of credit | Revolving credit facility | Statutory Reserve Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate (percentage) | 2.20% | |
J. P. Morgan Chase Bank, N.A. | Line of credit | Revolving credit facility | Statutory Reserve Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate (percentage) | 2.45% | |
J. P. Morgan Chase Bank, N.A. | Line of credit | Revolving credit facility | Federal Funds Effective Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate (percentage) | 0.50% | |
J. P. Morgan Chase Bank, N.A. | Line of credit | Revolving credit facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate (percentage) | 1.00% |
Credit Facility and Subordina_4
Credit Facility and Subordinate Promissory Note (Schedule of Debt) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt [Roll Forward] | ||
Debt outstanding | $ 25,175 | $ 33,575 |
Debt Issuance | 2,200 | |
Repayments | (10,600) | |
Debt outstanding, ending balance | 25,175 | |
Credit facility | ||
Debt [Roll Forward] | ||
Debt outstanding | 25,175 | 31,975 |
Debt Issuance | 0 | |
Repayments | (6,800) | |
Debt outstanding, ending balance | 25,175 | |
Subordinate promissory note | ||
Debt [Roll Forward] | ||
Debt outstanding | 0 | $ 1,600 |
Debt Issuance | 2,200 | |
Repayments | (3,800) | |
Debt outstanding, ending balance | $ 0 |
Credit Facility and Subordina_5
Credit Facility and Subordinate Promissory Note (Subordinate Promissory Note) (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 23, 2016 | |
Line of Credit Facility [Line Items] | |||
Line of credit outstanding | $ 25,175,000 | $ 31,975,000 | |
Affiliated entity | Line of credit | Subordinate promissory note with affiliate | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, borrowing capacity (up to) | $ 30,000,000 | ||
Interest rate (percent) | 1.75% | ||
Line of credit outstanding | $ 0 | ||
Financing coordination fees paid | $ 0 |
Credit Facility and Subordina_6
Credit Facility and Subordinate Promissory Note (Schedule Of Aggregate Principal Repayments) (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2018 | $ 0 |
2,019 | 25,175 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 0 |
Total | $ 25,175 |
Related-Party Transactions an_3
Related-Party Transactions and Arrangements (Selling commissions and dealer manager fees) (Details) - Dealer manager | Sep. 30, 2018 |
Selling commissions | |
Related Party Transaction [Line Items] | |
Expense reallowed (percent) | 100.00% |
Class A Common Stock | Dealer manager fees | |
Related Party Transaction [Line Items] | |
Commissions percentage on stock sales and related dealer manager fees | 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% |
Class T Common Stock | Dealer manager fees | |
Related Party Transaction [Line Items] | |
Commissions percentage on stock sales and related dealer manager fees | 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% |
Related-Party Transactions an_4
Related-Party Transactions and Arrangements (Organization and offering expenses) (Details) | Sep. 30, 2018 |
Advisors | Organization and offering costs | |
Related Party Transaction [Line Items] | |
Related party transaction, expense from transactions with related party, percentage of gross offering proceeds | 1.00% |
Related-Party Transactions an_5
Related-Party Transactions and Arrangements (Distribution and stockholder servicing fees) (Details) - Advisors | 9 Months Ended |
Sep. 30, 2018 | |
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% |
Distribution and servicing fee, termination of payments threshold, percentage gross proceeds from shares in offering | 10.00% |
Class T Common Stock | |
Related Party Transaction [Line Items] | |
Distribution and servicing fee, percentage of NAV per share | 0.00274% |
Related-Party Transactions an_6
Related-Party Transactions and Arrangements (Acquisition-related fees and expenses) (Details) - Advisors - Acquisition Fees and Expenses - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | $ 0 |
Maximum | ||||
Related Party Transaction [Line Items] | ||||
Acquisition and advisory fee (percentage) | 2.00% | 2.00% | ||
Expense reimbursement, percent | 6.00% | 6.00% |
Related-Party Transactions an_7
Related-Party Transactions and Arrangements (Advisory fees) (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Advisors | Advisory fees | |
Related Party Transaction [Line Items] | |
Reimbursement threshold, percent of average asset | 2.00% |
Reimbursement threshold, percent of net income | 25.00% |
Expenses exceeding the average asset value percent threshold | $ 482,000 |
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 an_8
Related-Party Transactions and Arrangements (Operating expenses) (Details) - Advisors - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Minimum | ||||
Related Party Transaction [Line Items] | ||||
Operating expense reimbursement percentage of average invested assets | 2.00% | 2.00% | 2.00% | 2.00% |
Operating expense reimbursement percentage of net income | 25.00% | 25.00% | 25.00% | 25.00% |
Operating expenses | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Expenses exceeding the average asset value percent threshold | $ 1,400,000 | $ 1,400,000 | ||
Operating expense reimbursement | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | $ 0 |
Related-Party Transactions an_9
Related-Party Transactions and Arrangements (Financing coordination fees) (Details) - Advisors - Financing coordination fee - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Financing coordination fee (percent) | 1.00% | 1.00% | ||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | $ 0 |
Related-Party Transactions a_10
Related-Party Transactions and Arrangements (Dispositions fees) (Details) - Advisors - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
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 | $ 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 a_11
Related-Party Transactions and Arrangements (Subordinated Performance Fees) (Details) - Advisors - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Cumulative noncompounded annual return | 6.00% | 6.00% | ||
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% | ||
Performance fee | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | $ 0 |
Related-Party Transactions a_12
Related-Party Transactions and Arrangements (Schedule of Related Party Transaction) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Distribution and stockholder fees payable | $ 202,000 | $ 202,000 | ||
Advisors | Selling commissions | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | 155,630 | $ 224,114 | 466,239 | $ 667,858 |
Advisors | Dealer manager fees | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | 73,795 | 106,715 | 180,209 | 270,510 |
Advisors | Distribution and stockholder servicing fees | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | 16,914 | 6,162 | 47,935 | 8,344 |
Advisors | Organization and offering costs | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | 38,497 | 54,095 | 93,982 | 138,665 |
Advisors | Advisory fees | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | $ 60,565 |
Related-Party Transactions a_13
Related-Party Transactions and Arrangements (Due to/from Affiliates) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Affiliated entity | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 203,000 | $ 278,000 |
Advisors | ||
Related Party Transaction [Line Items] | ||
Due from affiliates | 0 | 1,000 |
Line of credit | Revolving credit facility | Series C, Llc | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 10,000 | |
Related party, interest expense | $ 53,000 | $ 262,000 |
Operating Leases (Details)
Operating Leases (Details) | Sep. 30, 2018USD ($) |
Leases [Abstract] | |
Operating lease, weighted average remaining lease term | 9 years 11 months 8 days |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
Remainder of 2018 | $ 1,083,691 |
2,019 | 3,808,708 |
2,020 | 3,878,462 |
2,021 | 3,756,969 |
2,022 | 3,829,450 |
Thereafter | 22,784,446 |
Total | $ 39,141,726 |