Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document Information [Line Items] | ||
Entity Registrant Name | Jernigan Capital, Inc. | |
Entity Central Index Key | 1622353 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 | |
Trading Symbol | JCAP | |
Entity Common Stock, Shares Outstanding | 6,010,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS: | ||
Cash | $1,000 | $1,000 |
Restricted Cash | 15,000 | 15,000 |
Deferred Offering Costs | 1,411,676 | 0 |
Total Assets | 1,427,676 | 16,000 |
LIABILITIES: | ||
Customer Due Diligence Deposits | 15,000 | 15,000 |
Organization Costs Due to Manager | 146,983 | 0 |
Accrued Expenses (of which $96,925 is due to Manager) | 1,411,676 | 0 |
Total Liabilities | 1,573,659 | 15,000 |
STOCKHOLDER’S (DEFICIT) EQUITY: | ||
Common Stock, $0.01 par value, 500,000,000 and 1,000 shares authorized at March 31, 2015 and December 31, 2014, respectively; 1,000 shares issued and outstanding | 10 | 10 |
Additional Paid-In Capital | 990 | 990 |
Accumulated deficit during the development stage | -146,983 | 0 |
Total Stockholder’s (Deficit) Equity | -145,983 | 1,000 |
Total Liabilities and Stockholder’s (Deficit) Equity | $1,427,676 | $16,000 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Accrued Expense Due To Manager | $96,925 | |
Common Stock, Par Value (in dollars per share) | $0.01 | $0.01 |
Common Stock, Shares Authorized | 500,000,000 | 1,000 |
Common Stock, Shares Issued | 1,000 | 1,000 |
Common Stock, Shares Outstanding | 1,000 | 1,000 |
CONSOLIDATED_STATEMENT_OF_OPER
CONSOLIDATED STATEMENT OF OPERATIONS (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Revenues | $0 |
Organization Costs | 146,983 |
Net Loss | ($146,983) |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Cash flows from operating activities: | |
Net loss | ($146,983) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |
Increase (decrease) in organization costs due to manager | 146,983 |
Net cash provided by (used in) operating activities | 0 |
Net change during the period | 0 |
Cash, beginning of period | 1,000 |
Cash, end of period | $1,000 |
CONSOLIDATED_STATEMENT_OF_EQUI
CONSOLIDATED STATEMENT OF EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] |
Balance at Dec. 31, 2014 | $1,000 | $10 | $990 | $0 |
Net Loss | -146,983 | 0 | 0 | -146,983 |
Balance at Mar. 31, 2015 | ($145,983) | $10 | $990 | ($146,983) |
ORGANIZATION_AND_FORMATION_OF_
ORGANIZATION AND FORMATION OF THE COMPANY | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION AND FORMATION OF THE COMPANY |
Jernigan Capital, Inc. (the “Company”) was organized in Maryland on October 1, 2014. Under the Company’s Articles of Incorporation, as amended, the Company is authorized to issue up to 500,000,000 shares of common stock and 100,000,000 shares of preferred stock. | |
The Company completed its initial public offering (the “IPO”) and received funds on April 1, 2015, as disclosed in Note 7. Proceeds from the offering will be used primarily to acquire real estate loans which are to be initially originated by JCap Advisors LLC, the Company’s manager (hereafter referred to as the “Manager”). The Company will be subject to the risks involved with commercial real estate finance. These include, among others, the risks normally associated with changes in the general economic climate, creditworthiness of borrowers, competition for borrowers, changes in tax laws, interest rate levels, and the availability of financing. The Company intends to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The sole stockholder of the Company as of March 31, 2015 was the founder and chief executive officer, who accordingly is an affiliate of the Company. The founder’s initial capital contribution to the Company was $1,000, made on October 2, 2014. | |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 2. BASIS OF PRESENTATION |
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | |
Substantially all operations will be conducted through Jernigan Capital Operating Partnership LP (the “Operating Partnership”) which is a wholly-owned subsidiary of the Company and of which the Company is the sole General Partner. The Operating Partnership was formed on March 5, 2015. | |
As of March 31, 2015, the Company was considered a Development Stage Company and had not commenced substantial operations. | |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. SIGNIFICANT ACCOUNTING POLICIES |
Use of Estimates | |
The preparation of the consolidated 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 consolidated balance sheet. Actual results could differ from those estimates. | |
Underwriting Commissions and Costs | |
Underwriting commissions and costs to be incurred in connection with the Company’s stock offerings will be reflected as a reduction of additional paid-in capital. | |
Organization Costs and Offering Costs | |
Costs incurred to organize the Company are expensed as incurred. As of March 31, 2015, the Company had incurred $146,983 of organization costs, which were paid by the Manager and were reimbursed by the Company after completion of the IPO. | |
Offering costs represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of the Company’s common stock. As of March 31, 2015, such costs totaled $1,411,676, which included $886,497 of unbilled legal expenses. The Company has capitalized offering costs incurred to date, which were reclassified to stockholder’s equity as a reduction to paid-in capital, upon completion of the Company’s IPO. | |
Loans and Allowance for Loan Losses | |
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the amount of unpaid principal and are net of unearned discount, unearned loan fees and an allowance for loan losses. The allowance for loan losses will be established through a provision for loan losses charged to expense in accordance with Financial Accounting Standards Board (“FASB”) Topic ASC 310, “Receivables.” Loan principal considered to be uncollectible by management is charged against the allowance for loan losses. The allowance will be an amount that management believes will be adequate to absorb probable losses on existing loans that may become uncollectible based upon an evaluation of known and inherent risks in the loan portfolio. The evaluation will take into consideration such factors as changes in the nature and size of the loan portfolio, overall portfolio quality, specific problem loans and current economic conditions which may affect the borrowers’ ability to pay. | |
In connection with the Company’s lending activities, management may also originate certain acquisition, development, and construction loans with certain participation arrangements that will be accounted for under FASB ASC Topic 310-10-25, Receivables. | |
Interest income will accrue as earned on a simple interest basis. Accrual of interest will be discontinued on a loan when management believes, after considering economic and business conditions and collection efforts that the borrower’s financial condition is such that collection of interest is doubtful. The Company will recognize income on impaired loans when they are placed into non-accrual status on a cash basis when the loans are both current and the collateral on the loan is sufficient to cover the outstanding obligation to the Company. If these factors do not exist, the Company will not recognize income on such loans. When a loan is placed on non-accrual status, all accumulated accrued interest receivable applicable to periods prior to the current year is charged off to the allowance for loan losses. Interest that had accrued in the current year is reversed out of current period income. | |
The allowance for loan losses will represent management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The allowance for loan losses will be increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable will be charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. | |
The evaluation of the adequacy of the allowance for loan losses includes, among other factors, an analysis of historical loss rates and environmental factors by category, applied to current loan totals. However, actual losses may be higher or lower than historical trends, which vary. Actual losses on specified problem loans, which also are provided for in the evaluation, may vary from those estimated loss percentages, which are established based upon a limited number of potential loss classifications. | |
A loan will be considered impaired when, based on current information and events; it is probable that the loan will not be collected according to the contractual terms of the loan agreement. Factors to be considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Impairment will be measured on a loan by loan basis for all impaired loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance for loan losses will be established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral. | |
As of March 31, 2015, the Company did not have any loans outstanding. | |
Fair Value Measurement | |
Under FASB ASC Topic 820, “Fair Value Measures and Disclosures,” the fair value of financial instruments will be categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | |
Financial assets and liabilities recorded at fair value on the balance sheet will be categorized based on the inputs to the valuation techniques as follows: | |
Level 1 — Quoted prices for identical assets or liabilities in an active market. | |
Level 2 — Financial assets and liabilities whose values are based on the following: (i) Quoted prices for similar assets or liabilities in active markets; (ii) Quoted prices for identical or similar assets or liabilities in non-active markets; (iii) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. | |
Level 3 — Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. | |
As of March 31, 2015, the Company’s only financial instrument was cash, the fair value of which was estimated to approximate its carrying amount. | |
Restricted Cash | |
The Company’s restricted cash balance at March 31, 2015 includes a customer due diligence deposit received in connection with a prospective loan. | |
Derivative Instruments | |
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. | |
In accordance with FASB ASC Topic 815, “Derivatives and Hedging,” management will measure each derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record such amounts in the Company’s balance sheet as either an asset or liability. For derivatives designated as fair value hedges, derivatives not designated as hedges, or for derivatives designated as cash flow hedges associated with debt for which management elected the fair value option under FASB ASC Topic 825, “Financial Instruments”, the changes in fair value of the derivative instrument will be recorded in earnings. For derivatives designated as cash flow hedges, the changes in the fair value of the effective portions of the derivative will be reported in other comprehensive income. Changes in the ineffective portions of cash flow hedges will be recognized in earnings. As of March 31, 2015, the Company had not entered into any derivative instruments. | |
Variable Interest Entities | |
A Variable Interest Entity (“VIE”) is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. Management will base the qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. Management will reassess the initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. | |
A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. Management will determine whether the Company is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the Company’s business activities and the other interests. Management reassesses the determination of whether the Company is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. | |
Management will analyze and evaluate new investments and financings to determine whether they are a VIE, as well as reconsideration events for existing investments and financings, which may vary depending on type of investment or financing. | |
Equity Investments | |
The Company may report certain limited portions of its investments as investments in joint ventures. Investments in joint ventures and entities over which the Company exercises significant influence but not control are accounted for using the equity method as prescribed by FASB ASC 323-30, Investments — Equity Method and Joint Ventures, Partnerships, Joint Ventures, and Limited Liability Entities, (“ASC 323-30”). | |
Recent Accounting Pronouncements | |
In January 2014, FASB issued ASU 2014-04, Receivables—Troubled Debt Restructurings by Creditors (Sub Topic 310-40)—Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure. This ASU clarifies when an in substance repossession or foreclosure occurs and requires disclosure of the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. ASU 2014-04 is effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on future results of operations or financial condition. | |
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements, Including Amendment to Variable Interest Entities Guidelines in Topic 810, Consolidation. The standard will eliminate the reporting requirements for certain disclosures for development stage entities. Public entities are required to apply the presentation and disclosure requirements for annual reporting periods effective January 1, 2015. The Company does not expect adoption will have a material impact on its consolidated financial statements. | |
In February 2015, the FASB issued guidance that requires an entity to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with our operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market fuds. This guidance is effective for public business entities for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect adoption will have a material impact on its consolidated financial statements. | |
In April 2015, FASB issued guidance that simplifies presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability, consistent with debt discount or premiums. The recognition guidance for debt issuance costs are not affected by amendments in this update, which is effective for annual reporting periods beginning after December 15, 2015. The Company does not expect adoption will have a material impact on its consolidated financial statements. | |
Income Taxes | |
The Company intends to elect to be taxed as a REIT and to comply with the related provisions of the Code commencing with the taxable year ending December 31, 2015. Accordingly, the Company will generally not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. The Company expects to have little or no taxable income prior to electing REIT status. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. | |
STOCKHOLDERS_EQUITY
STOCKHOLDER'S EQUITY | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 4. STOCKHOLDER’S EQUITY |
As of March 31, 2015, and December 31, 2014, the Company was authorized to issue 500,000,000 and 1,000 common equity shares, respectively, of which 1,000 were issued and outstanding. Additionally 100,000,000 preferred equity shares have been authorized, but none were outstanding or issued at March 31, 2015, and December 31, 2014. | |
FINANCING_AGREEMENTS
FINANCING AGREEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Financing Agreements [Text Block] | 5. FINANCING AGREEMENTS |
During the three months ended March 31, 2015, the Company entered into non-binding term sheets to provide $122.7 million in financing for fifteen (15) properties in eight (8) states (CO, CT, FL, GA, LA, MA, MI, and NC). Thirteen (13) of the loans are development loans, while two (2) are stabilized asset loans. The term sheet agreements are subject to entry into definitive agreements that will include customary closing conditions, and there can be no assurance that the loans will close on the terms anticipated, or at all. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 6. RELATED PARTY TRANSACTIONS |
On April 1, 2015, the Company entered into a management agreement with its Manager. Pursuant to the terms of the management agreement, the Manager will be responsible for (a) the Company’s day-to-day operations, (b) determining investment criteria and strategy in conjunction with the Company’s Board of Directors, (c) sourcing, analyzing, originating, underwriting, structuring, and acquiring the Company’s portfolio investments, and (d) performing portfolio management duties. The Manager has an Investment Committee that approves investments in accordance with the Company’s investment guidelines, investment strategy, and financing strategy. | |
The initial term of the management agreement will be five years, with up to a maximum of three, one-year extensions that end on the applicable anniversary of the completion of the Company’s offering. The Company’s independent directors will review the Manager’s performance annually. Following the initial term, the management agreement may be terminated annually upon the affirmative vote of at least two-thirds of the Company’s independent directors based upon: (a) the Manager’s unsatisfactory performance that is materially detrimental to the Company; or (b) the Company’s determination that the management fees payable to the Manager are not fair, subject to the Manager’s right to prevent termination based on unfair fees by accepting a reduction of management fees agreed to by at least two-thirds of the independent directors. The Company will provide its Manager with 180 days’ prior notice of such a termination. Upon such a termination, the Company will pay the Manager a termination fee except as provided below. | |
The Company also may terminate the management agreement at any time, including during the initial term, without the payment of any termination fee, with 30 days’ prior written notice from the board of directors, for cause. “Cause” is defined as: (i) the Manager’s continued breach of any material provision of the management agreement following a prescribed period; (ii) the occurrence of certain events with respect to the bankruptcy or insolvency of the Manager; (iii) a change of control of the Manager that a majority of the Company’s independent directors determines is materially detrimental to the Company; (iv) the Manager committing fraud against the Company, misappropriating or embezzling the Company’s funds, or acting grossly negligent in the performance of its duties under the management agreement; (v) the dissolution of the Manager; (vi) the Manager fails to provide adequate or appropriate personnel that are reasonably necessary for the Manager to identify investment opportunities for the Company and to manage and develop the Company’s investment portfolio if such default continues uncured for a period of 60 days after written notice thereof, which notice must contain a request that the same be remedied; (vii) the Manager is convicted (including a plea of nolo contendere) of a felony; or (viii) the departure of Mr. Jernigan from the senior management of the Manager during the term of the management agreement other than by reason of death or disability. | |
The Manager may terminate the management agreement if the Company becomes required to register as an investment company under the 1940 Act, with such termination deemed to occur immediately before such event, in which case the Company would not be required to pay the Manager a termination fee. The Manager may also decline to renew the management agreement by providing the Company with 180 days’ written notice, in which case the Company would not be required to pay a termination fee. | |
The management agreement provides for the Manager to earn a base management fee and an incentive fee. In addition, the Company will reimburse certain expenses of the Manager, excluding the salaries and cash bonuses of the Manager’s chief executive officer or chief financial officer. In the event that the Company terminates the management agreement per the terms of the agreement, other than for cause, there will be a termination fee due to the Manager. Finally, at the expiration of the management agreement, including any extensions, the Company will have the opportunity to purchase the assets and equity interests of the Manager. | |
No later than 180 days prior to the end of the initial term of the management agreement, the Manager will offer to contribute to the Company’s Operating Partnership at the end of the initial term all of the assets or equity interests in the Manager on such terms and conditions included in a written offer provided by the Manager. | |
The offer price will be based on the following financial framework: the lesser of (i) the Manager’s earnings before interest, taxes, depreciation and amortization (adjusted for unusual, extraordinary and non-recurring charges and expenses), or “EBITDA” annualized based on the most recent quarter ended, multiplied by a specific multiple, or EBITDA Multiple, depending on the Company’s achieved total annual return, and (ii) the Company’s equity market capitalization multiplied by a specific percentage, or Capitalization Percentage, depending on the Company’s achieved total return (the “Internalization Formulas”). | |
Upon receipt of the Manager’s initial internalization offer, a special committee consisting solely of the Company’s independent directors may accept the Manager’s proposal or submit a counter offer to the Manager. If the Manager is not through this process, the Manager and the special committee will repeat this process annually during the term of any extension of the management agreement. Acquisition of the Manager pursuant to this process requires a fairness opinion from a nationally recognized investment banking firm and stockholder approval, in addition to approval by the special committee. | |
On February 5, 2015, our Manager provided a $250,000 personal, unsecured loan to the developer of the Orlando, Florida and Miami, FL (SW 8th Street) self-storage facilities to fund an earnest money deposit in connection with the Miami, FL (SW 8th Street) self-storage facility. The personal loan to the developer is evidenced by a promissory note, which provides for an annual fixed interest rate of 4.0% and a maturity date of June 9, 2015. Upon closing of the anticipated Development Loan with respect to the Miami, FL (SW 8th Street) self-storage facility, the deposit will be applied to the repayment of our Manager’s loan. | |
On March 23, 2015, 2015 our Manager provided a $2.5 million loan to the developer of the Miami, FL (79th Street) and Miami, FL (36th Street) self-storage facilities to fund the acquisition of land in connection with the Miami, FL (79th Street) self-storage facility. The loan to the developer was evidenced by a promissory note, which provides for a 90-day loan, secured by a mortgage on the property and guaranteed by the developers of the property. The loan was repaid with the proceeds of the construction and mezzanine loans that the Company closed on May 14, 2015. | |
Management Fees and Incentive Fee | |
The Company does not intend to employ personnel. As a result, the Company will rely on the properties, resources and personnel of the Manager to conduct operations. The Company will pay the Manager a base management fee in an amount equal to 0.375% of the Company’s stockholders’ equity (a 1.5% annual rate) calculated and payable quarterly in arrears in cash. For purposes of calculating the base management fee, the Company’s stockholder’s equity means: (a) the sum of (i) the net proceeds from all issuances of the Company’s equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus (ii) the Company’s retained earnings at the end of the most recently completed fiscal quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods); less (b) any amount that the Company pays to repurchase our common stock since inception. It also excludes (x) any unrealized gains and losses and other non-cash items that have impacted stockholders’ equity as reported in the Company’s financial statements prepared in accordance with accounting principles generally accepted in the United States, or GAAP, and (y) one-time events pursuant to changes in GAAP (such as a cumulative change to the Company’s operating results as a result of a codification change pursuant to GAAP), and certain non-cash items not otherwise described above (such as depreciation and amortization), in each case after discussions between the Company’s Manager and the Company’s independent directors and approval by a majority of the Company’s independent directors. As a result, the Company’s stockholders’ equity, for purposes of calculating the base management fee, could be greater or less than the amount of stockholders’ equity shown on the Company’s financial statements. The base management fee is payable quarterly in arrears in cash. The base management fee is payable independent of the performance of the Company’s portfolio. The base management fee of the Company’s Manager shall be calculated within 30 days after the end of each fiscal quarter and such calculation shall be promptly delivered to the Company. The Company is obligated to pay the base management fee in cash within five business days after delivery of the written statement of our Manager to the Company setting forth the computation of the management fee for such quarter. | |
Incentive Fee | |
The Manager will be entitled to an incentive fee with respect to each fiscal quarter (or part thereof that the management agreement is in effect) in arrears in cash. The incentive fee will be an amount, not less than zero, determined pursuant to the following formula: | |
IF =20 times (A minus (B times .08)) minus C | |
In the foregoing formula: | |
• A equals our Core Earnings (as defined below) for the previous 12-month period; | |
• B equals (i) the weighted average of the issue price per share of the Company’s common stock of all of its public offerings of common stock, multiplied by (ii) the weighted average number of all shares of common stock outstanding (including (i) any restricted stock units and any restricted shares of common stock in the previous 12-month period and (ii) shares of common stock issuable upon conversion of outstanding OP Units); and | |
• C equals the sum of any incentive fees earned by the Manager with respect to the first three fiscal quarters of such previous 12-month period. | |
Notwithstanding application of the incentive fee formula, no incentive fee shall be paid with respect to any fiscal quarter unless cumulative annual stockholder total return for the four most recently completed fiscal quarters is greater than 8%. Any computed incentive fee earned but not paid because of the foregoing hurdle will accrue until such 8% cumulative annual stockholder total return is achieved. The total return will be calculated by adding stock price appreciation (based on the volume-weighted average of the closing price of our common stock on the NYSE (or other applicable trading market) for the last ten consecutive trading days of the applicable computation period minus the volume-weighted average of the closing market price of the Company’s common stock for the last ten consecutive trading days of the period immediately preceding the applicable computation period) plus dividends per share paid during such computation period, divided by the volume-weighted average of the closing market price of the Company’s common stock for the last ten consecutive trading days of the period immediately preceding the applicable computation period. For purposes of computing the Incentive Fee, “Core Earnings” is a defined as net income (loss) determined under GAAP, plus non-cash equity compensation expense, the incentive fee, depreciation and amortization (to the extent that we foreclose on any facilities underlying our target investments), any unrealized losses or other non-cash expense items reflected in GAAP net income (loss), less any unrealized gains reflected in GAAP net income. The amount will be adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges after discussions between the Manager and the Company’s independent directors and after approval by a majority of the independent directors. | |
For purposes of calculating the incentive fee prior to the completion of a 12-month period following this offering, Core Earnings will be calculated on the basis of the number of days that the management agreement has been in effect on an annualized basis. | |
The Manager will compute each quarterly installment of the incentive fee within 45 days after the end of the fiscal quarter with respect to which such installment is payable and promptly deliver such calculation to the Company’s board of directors. The amount of the installment shown in the calculation will be due and payable no later than the date which is five business days after the date of delivery of such computation to the board of directors. The calculation generally will be reviewed by the board of directors at their regularly scheduled quarterly board meeting. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 7. SUBSEQUENT EVENTS |
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to or disclosure in the consolidated financial statements except for the following: | |
On April 1, 2015, the initial public offering was completed and the Company received $93,000,000 in proceeds, net of underwriter’s discount. Simultaneously, the Company received $5,000,000 in proceeds from the concurrent private placement with an affiliate of its founder. In connection with these transactions, the Company issued 5,000,000 and 250,000 shares of common stock, respectively. | |
On April 1, 2015, the Company entered into its management agreement with the Manager. | |
In connection with the IPO, the Company established the 2015 Equity Incentive Plan for the purpose of attracting and retaining non-employee directors, executive officers, investment professionals and other key personnel and service providers, including officers and employees of the Manager and other affiliates, and to stimulate their efforts toward our continued success, long-term growth and profitability. The 2015 Equity Incentive Plan provides for the grant of stock options, share awards (including restricted common stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into OP Units. A total of 200,000 shares of common stock are reserved for issuance pursuant to the 2015 Equity Incentive Plan, subject to certain adjustments set forth in the plan. On April 1, 2015, each non-employee director of the Company received an award of 2,500 shares of restricted common stock, which vest ratably over a three-year period. | |
On April 9, 2015, the Company completed the sale of shares of common stock to the underwriters of its IPO pursuant to the underwriters’ over-allotment option. The Company issued 750,000 shares of common stock and received $13,950,000 in net proceeds. | |
On April 9, 2015, the Company closed its first loan to provide funding for a stabilized self-storage facility, located in the Detroit, MI metropolitan statistical area. The Company’s funding totaled $3.2 million. | |
On April 20, 2015, the Company closed a $4.4 million loan and $0.9 million preferred equity investment for a self-storage facility to be developed in the Orlando, FL metropolitan statistical area. The Company’s initial funding totaled $1,628,760 and committed capital totaled $5.3 million. | |
On May 14, 2015, the Company closed a $13.2 million construction loan and $1.6 million mezzanine loan transaction for a self-storage facility development in Miami, FL, funding $2.66 million at closing. The construction loan is evidenced by a mortgage, note and other customary real estate loan security documents. The mezzanine loan, which is secured by assignment of partnership interest, is evidenced by a note and pledge agreements and other customer mezzanine loan security documents. | |
On May 14, 2015, the Company closed a $12.3 million construction loan and $1.5 million mezzanine loan transaction for a self-storage facility development in Miami, FL, funding $1.66 million at closing. The construction loan is evidenced by a mortgage, note and other customary real estate loan security documents. The mezzanine loan, which is secured by assignment of partnership interest, is evidenced by a note and pledge agreements and other customer mezzanine loan security documents. | |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
The preparation of the consolidated 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 consolidated balance sheet. Actual results could differ from those estimates. | |
Commissions, Policy [Policy Text Block] | Underwriting Commissions and Costs |
Underwriting commissions and costs to be incurred in connection with the Company’s stock offerings will be reflected as a reduction of additional paid-in capital. | |
Organization Costs and Offering Costs [Policy Text Block] | Organization Costs and Offering Costs |
Costs incurred to organize the Company are expensed as incurred. As of March 31, 2015, the Company had incurred $146,983 of organization costs, which were paid by the Manager and were reimbursed by the Company after completion of the IPO. | |
Offering costs represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of the Company’s common stock. As of March 31, 2015, such costs totaled $1,411,676, which included $886,497 of unbilled legal expenses. The Company has capitalized offering costs incurred to date, which were reclassified to stockholder’s equity as a reduction to paid-in capital, upon completion of the Company’s IPO. | |
Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block] | Loans and Allowance for Loan Losses |
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the amount of unpaid principal and are net of unearned discount, unearned loan fees and an allowance for loan losses. The allowance for loan losses will be established through a provision for loan losses charged to expense in accordance with Financial Accounting Standards Board (“FASB”) Topic ASC 310, “Receivables.” Loan principal considered to be uncollectible by management is charged against the allowance for loan losses. The allowance will be an amount that management believes will be adequate to absorb probable losses on existing loans that may become uncollectible based upon an evaluation of known and inherent risks in the loan portfolio. The evaluation will take into consideration such factors as changes in the nature and size of the loan portfolio, overall portfolio quality, specific problem loans and current economic conditions which may affect the borrowers’ ability to pay. | |
In connection with the Company’s lending activities, management may also originate certain acquisition, development, and construction loans with certain participation arrangements that will be accounted for under FASB ASC Topic 310-10-25, Receivables. | |
Interest income will accrue as earned on a simple interest basis. Accrual of interest will be discontinued on a loan when management believes, after considering economic and business conditions and collection efforts that the borrower’s financial condition is such that collection of interest is doubtful. The Company will recognize income on impaired loans when they are placed into non-accrual status on a cash basis when the loans are both current and the collateral on the loan is sufficient to cover the outstanding obligation to the Company. If these factors do not exist, the Company will not recognize income on such loans. When a loan is placed on non-accrual status, all accumulated accrued interest receivable applicable to periods prior to the current year is charged off to the allowance for loan losses. Interest that had accrued in the current year is reversed out of current period income. | |
The allowance for loan losses will represent management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The allowance for loan losses will be increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable will be charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. | |
The evaluation of the adequacy of the allowance for loan losses includes, among other factors, an analysis of historical loss rates and environmental factors by category, applied to current loan totals. However, actual losses may be higher or lower than historical trends, which vary. Actual losses on specified problem loans, which also are provided for in the evaluation, may vary from those estimated loss percentages, which are established based upon a limited number of potential loss classifications. | |
A loan will be considered impaired when, based on current information and events; it is probable that the loan will not be collected according to the contractual terms of the loan agreement. Factors to be considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Impairment will be measured on a loan by loan basis for all impaired loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance for loan losses will be established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral. | |
As of March 31, 2015, the Company did not have any loans outstanding. | |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement |
Under FASB ASC Topic 820, “Fair Value Measures and Disclosures,” the fair value of financial instruments will be categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | |
Financial assets and liabilities recorded at fair value on the balance sheet will be categorized based on the inputs to the valuation techniques as follows: | |
Level 1 — Quoted prices for identical assets or liabilities in an active market. | |
Level 2 — Financial assets and liabilities whose values are based on the following: (i) Quoted prices for similar assets or liabilities in active markets; (ii) Quoted prices for identical or similar assets or liabilities in non-active markets; (iii) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. | |
Level 3 — Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. | |
As of March 31, 2015, the Company’s only financial instrument was cash, the fair value of which was estimated to approximate its carrying amount. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash |
The Company’s restricted cash balance at March 31, 2015 includes a customer due diligence deposit received in connection with a prospective loan. | |
Derivatives, Policy [Policy Text Block] | Derivative Instruments |
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. | |
In accordance with FASB ASC Topic 815, “Derivatives and Hedging,” management will measure each derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record such amounts in the Company’s balance sheet as either an asset or liability. For derivatives designated as fair value hedges, derivatives not designated as hedges, or for derivatives designated as cash flow hedges associated with debt for which management elected the fair value option under FASB ASC Topic 825, “Financial Instruments”, the changes in fair value of the derivative instrument will be recorded in earnings. For derivatives designated as cash flow hedges, the changes in the fair value of the effective portions of the derivative will be reported in other comprehensive income. Changes in the ineffective portions of cash flow hedges will be recognized in earnings. As of March 31, 2015, the Company had not entered into any derivative instruments. | |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entities |
A Variable Interest Entity (“VIE”) is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. Management will base the qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. Management will reassess the initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. | |
A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. Management will determine whether the Company is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the Company’s business activities and the other interests. Management reassesses the determination of whether the Company is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. | |
Management will analyze and evaluate new investments and financings to determine whether they are a VIE, as well as reconsideration events for existing investments and financings, which may vary depending on type of investment or financing. | |
Equity Method Investments, Policy [Policy Text Block] | Equity Investments |
The Company may report certain limited portions of its investments as investments in joint ventures. Investments in joint ventures and entities over which the Company exercises significant influence but not control are accounted for using the equity method as prescribed by FASB ASC 323-30, Investments — Equity Method and Joint Ventures, Partnerships, Joint Ventures, and Limited Liability Entities, (“ASC 323-30”). | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements |
In January 2014, FASB issued ASU 2014-04, Receivables—Troubled Debt Restructurings by Creditors (Sub Topic 310-40)—Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure. This ASU clarifies when an in substance repossession or foreclosure occurs and requires disclosure of the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. ASU 2014-04 is effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on future results of operations or financial condition. | |
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements, Including Amendment to Variable Interest Entities Guidelines in Topic 810, Consolidation. The standard will eliminate the reporting requirements for certain disclosures for development stage entities. Public entities are required to apply the presentation and disclosure requirements for annual reporting periods effective January 1, 2015. The Company does not expect adoption will have a material impact on its consolidated financial statements. | |
In February 2015, the FASB issued guidance that requires an entity to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with our operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market fuds. This guidance is effective for public business entities for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect adoption will have a material impact on its consolidated financial statements. | |
In April 2015, FASB issued guidance that simplifies presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability, consistent with debt discount or premiums. The recognition guidance for debt issuance costs are not affected by amendments in this update, which is effective for annual reporting periods beginning after December 15, 2015. The Company does not expect adoption will have a material impact on its consolidated financial statements. | |
Income Tax, Policy [Policy Text Block] | Income Taxes |
The Company intends to elect to be taxed as a REIT and to comply with the related provisions of the Code commencing with the taxable year ending December 31, 2015. Accordingly, the Company will generally not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. The Company expects to have little or no taxable income prior to electing REIT status. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. | |
ORGANIZATION_AND_FORMATION_OF_1
ORGANIZATION AND FORMATION OF THE COMPANY (Details Textual) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Oct. 02, 2014 |
Organization and Formation Of The Company [Line Items] | |||
Common Stock, Shares Authorized | 500,000,000 | 1,000 | |
Preferred Stock, Shares Authorized | 100,000,000 | ||
Founders Initial Capital Contribution | $1,000 |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | ||
Organization Costs | $146,983 | |
Deferred Offering Costs | 1,411,676 | 0 |
Percentage Of Taxable Income Distributed | 90.00% | |
Unbilled Legal Expense | $886,497 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDER'S EQUITY (Details Textual) | Mar. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 500,000,000 | 1,000 |
Common Stock, Shares, Issued | 1,000 | 1,000 |
Common Stock, Shares, Outstanding | 1,000 | 1,000 |
Preferred Stock, Shares Authorized | 100,000,000 |
FINANCING_AGREEMENTS_Details_T
FINANCING AGREEMENTS (Details Textual) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
States | |
Properties | |
Financing Agreements [Line Items] | |
Payments to Acquire Buildings | $122.70 |
Number of Real Estate Properties | 15 |
Number of States in which Entity Operates | 8 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 23, 2015 | Feb. 28, 2015 | Feb. 05, 2015 | |
Related Party Transaction [Line Items] | ||||
Annual Rate Of Interest | 1.50% | |||
Cumulative Annual Stockholder Total Return | 8.00% | |||
Percentage Of Base Management Fee | 0.38% | |||
Loans Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Unsecured Debt, Current | $2,500,000 | $250,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||
Debt Instrument, Maturity Date | 14-May-15 | 9-Jun-15 | ||
Debt Instrument, Maturity Date, Description | 90 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (Subsequent Event [Member], USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
Apr. 30, 2015 | Apr. 01, 2015 | 14-May-15 | Apr. 20, 2015 | Apr. 09, 2015 | |
Subsequent Event [Line Items] | |||||
Proceeds from Issuance Initial Public Offering | $93,000,000 | ||||
Proceeds from Issuance of Private Placement | 5,000,000 | ||||
Loans Receivable, Net | 1,628,760 | 3,200,000 | |||
Other Commitment | 5,300,000 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 200,000 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,500 | ||||
Miami, FL, funding [Member] | Loan Transactions 1 [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | 2,660,000 | ||||
Miami, FL, funding [Member] | Loan Transactions 2 [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | 1,660,000 | ||||
Mezzanine Loans [Member] | Loan Transactions 1 [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | 1,600,000 | ||||
Mezzanine Loans [Member] | Loan Transactions 2 [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | 1,500,000 | ||||
Orlando, FL [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | 900,000 | ||||
Construction Loans [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | 4,400,000 | ||||
Construction Loans [Member] | Loan Transactions 1 [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | 13,200,000 | ||||
Construction Loans [Member] | Loan Transactions 2 [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | 12,300,000 | ||||
Restricted Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | 750,000 | |||
Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 250,000 | ||||
Over-Allotment Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance Initial Public Offering | 13,950,000 |