Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 12, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Rodin Income Trust, Inc. | |
Entity Central Index Key | 0001664780 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 333-221814 | |
Entity Tax Identification Number | 81-1144197 | |
Entity Address, Address Line One | 110 E. 59th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 938-5000 | |
Entity Incorporation, State or Country Code | MD | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 313,185 | |
Class I Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 99,500 | |
Class T Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 55,194 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 684,814 | $ 179,251 |
Commercial mortgage loans, held for investment | 25,521,513 | 24,886,944 |
Accrued interest receivable | 168,520 | 169,768 |
Due from related party | 4,500 | 10,012 |
Prepaid expenses | 9,493 | |
Total assets | 26,379,347 | 25,255,468 |
Liabilities | ||
Loan participations sold | 15,570,001 | 21,023,435 |
Due to related party | 259,440 | 151,621 |
Accrued interest payable | 82,647 | 136,057 |
Distributions payable | 57,713 | 22,214 |
Accounts payable and accrued expenses | 26,884 | 22,384 |
Total liabilities | 15,996,685 | 21,355,711 |
Stockholders' equity | ||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, and 0 issued and outstanding at September 30, 2019 and December 31, 2018, respectively | ||
Additional paid-in capital | 10,468,965 | 4,060,151 |
Accumulated deficit and cumulative distributions | (91,800) | (163,088) |
Total controlling interest | 10,381,662 | 3,898,757 |
Non-controlling interests in subsidiaries | 1,000 | 1,000 |
Total stockholders' equity | 10,382,662 | 3,899,757 |
Total liabilities and stockholders' equity | 26,379,347 | 25,255,468 |
Class A Common Stock | ||
Stockholders' equity | ||
Common stock | 3,038 | 823 |
Total stockholders' equity | 3,038 | 823 |
Class T Common Stock | ||
Stockholders' equity | ||
Common stock | 487 | |
Total stockholders' equity | 487 | |
Class I Common Stock | ||
Stockholders' equity | ||
Common stock | 972 | 871 |
Total stockholders' equity | $ 972 | $ 871 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 410,000,000 | |
Class A Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 303,776 | 82,309 |
Common stock, shares outstanding | 303,776 | 82,309 |
Class T Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 48,698 | 0 |
Common stock, shares outstanding | 48,698 | 0 |
Class I Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 97,232 | 87,139 |
Common stock, shares outstanding | 97,232 | 87,139 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Interest income: | ||||
Interest income | $ 639,172 | $ 40,950 | $ 1,883,475 | $ 40,950 |
Less: Interest income related to loan participations sold | (382,294) | (38,902) | (1,264,219) | (38,902) |
Total interest income, net | 256,878 | 2,048 | 619,256 | 2,048 |
Operating expenses: | ||||
General and administrative expenses | 54,462 | 29,447 | 92,301 | 149,118 |
Management fees | 26,859 | 313 | 67,067 | 313 |
Total operating expenses | 81,321 | 29,760 | 159,368 | 149,431 |
Net income (loss) | $ 175,557 | $ (27,712) | $ 459,888 | $ (147,383) |
Weighted average shares outstanding | 398,433 | 88,180 | 325,927 | 36,025 |
Net income (loss) per common share - basic and diluted | $ 0.44 | $ (0.31) | $ 1.41 | $ (4.09) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) | Total | Class A Common Stock | Class T Common Stock | Class I Common Stock | Additional Paid-In Capital | Accumulated Deficit and Cumulative Distributions | Non-controlling Interest |
Beginning balance at Dec. 31, 2017 | $ 201,001 | $ 82 | $ 199,919 | $ 1,000 | |||
Beginning balance, shares at Dec. 31, 2017 | 8,180 | ||||||
Net income (loss) | (5,223) | $ (5,223) | |||||
Ending balance at Mar. 31, 2018 | 195,778 | $ 82 | 199,919 | (5,223) | 1,000 | ||
Ending balance, shares at Mar. 31, 2018 | 8,180 | ||||||
Common stock issued | 2,000,000 | $ 800 | 1,999,200 | ||||
Common stock issued, shares | 80,000 | ||||||
Offering costs, commissions and fees | (19,683) | (19,683) | |||||
Net income (loss) | (114,448) | (114,448) | |||||
Ending balance at Jun. 30, 2018 | 2,061,647 | $ 82 | $ 800 | 2,179,436 | (119,671) | 1,000 | |
Ending balance, shares at Jun. 30, 2018 | 8,180 | 80,000 | |||||
Offering costs, commissions and fees | (95) | (95) | |||||
Net income (loss) | (27,712) | (27,712) | |||||
Distributions declared on common stock | (3,842) | (3,842) | |||||
Ending balance at Sep. 30, 2018 | 2,029,998 | $ 82 | $ 800 | 2,179,341 | (151,225) | 1,000 | |
Ending balance, shares at Sep. 30, 2018 | 8,180 | 80,000 | |||||
Beginning balance at Dec. 31, 2018 | 3,899,757 | $ 823 | $ 871 | 4,060,151 | (163,088) | 1,000 | |
Beginning balance, shares at Dec. 31, 2018 | 82,309 | 0 | 87,139 | ||||
Common stock issued | 2,804,900 | $ 1,159 | 2,803,741 | ||||
Common stock issued, shares | 115,947 | ||||||
Distribution reinvestment | 9,154 | $ 3 | $ 1 | 9,150 | |||
Distribution reinvestment, shares | 279 | 115 | |||||
Offering costs, commissions and fees | (136,953) | (136,953) | |||||
Net income (loss) | 101,882 | 101,882 | |||||
Distributions declared on common stock | (97,613) | (97,613) | |||||
Ending balance at Mar. 31, 2019 | 6,581,127 | $ 1,985 | $ 872 | 6,736,089 | (158,819) | 1,000 | |
Ending balance, shares at Mar. 31, 2019 | 198,535 | 87,254 | |||||
Beginning balance at Dec. 31, 2018 | 3,899,757 | $ 823 | $ 871 | 4,060,151 | (163,088) | 1,000 | |
Beginning balance, shares at Dec. 31, 2018 | 82,309 | 0 | 87,139 | ||||
Distribution reinvestment | 39,158 | ||||||
Ending balance at Sep. 30, 2019 | 10,382,662 | $ 3,038 | $ 487 | $ 972 | 10,468,965 | (91,800) | 1,000 |
Ending balance, shares at Sep. 30, 2019 | 303,776 | 48,698 | 97,232 | ||||
Beginning balance at Mar. 31, 2019 | 6,581,127 | $ 1,985 | $ 872 | 6,736,089 | (158,819) | 1,000 | |
Beginning balance, shares at Mar. 31, 2019 | 198,535 | 87,254 | |||||
Common stock issued | 2,023,354 | $ 676 | $ 85 | $ 76 | 2,022,517 | ||
Common stock issued, shares | 67,641 | 8,480 | 7,524 | ||||
Distribution reinvestment | 11,724 | $ 4 | $ 1 | 11,719 | |||
Distribution reinvestment, shares | 368 | 136 | |||||
Offering costs, commissions and fees | (106,496) | (106,496) | |||||
Net income (loss) | 182,449 | 182,449 | |||||
Distributions declared on common stock | (129,908) | (129,908) | |||||
Ending balance at Jun. 30, 2019 | 8,562,250 | $ 2,665 | $ 85 | $ 949 | 8,663,829 | (106,278) | 1,000 |
Ending balance, shares at Jun. 30, 2019 | 266,544 | 8,480 | 94,914 | ||||
Common stock issued | 1,875,336 | $ 367 | $ 402 | $ 21 | 1,874,546 | ||
Common stock issued, shares | 36,637 | 40,209 | 2,138 | ||||
Distribution reinvestment | 18,280 | $ 6 | $ 2 | 18,272 | |||
Distribution reinvestment, shares | 595 | 9 | 180 | ||||
Offering costs, commissions and fees | (87,682) | (87,682) | |||||
Net income (loss) | 175,557 | 175,557 | |||||
Distributions declared on common stock | (161,079) | (161,079) | |||||
Ending balance at Sep. 30, 2019 | $ 10,382,662 | $ 3,038 | $ 487 | $ 972 | $ 10,468,965 | $ (91,800) | $ 1,000 |
Ending balance, shares at Sep. 30, 2019 | 303,776 | 48,698 | 97,232 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 459,888 | $ (147,383) |
Changes in assets and liabilities: | ||
Decrease in accrued interest receivable | 1,248 | |
Decrease/(increase) in prepaid expenses | 9,493 | (20,651) |
Decrease/(increase) in due from related party | 5,512 | (5,000) |
(Decrease)/increase in due to related party | (4,663) | 118,949 |
Increase in other liabilities | 2,275 | |
(Decrease) in accrued interest payable | (53,410) | |
Increase in accounts payable and accrued expenses | 4,500 | 22,384 |
Net cash provided by/(used in) operating activities | 422,568 | (29,426) |
Cash flows from investing activities: | ||
Repurchases of loan participation interest | (5,589,044) | |
Fundings of commercial mortgage loans, held for investment | (498,959) | |
Origination of commercial mortgage loan, held for investment | (18,000,000) | |
Loan participation sold to related party | 17,100,000 | |
Cash used in investing activities | (6,088,003) | (900,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 6,484,941 | 2,000,222 |
Distributions | (313,943) | |
Net cash provided by financing activities | 6,170,998 | 2,000,222 |
Net increase in cash and cash equivalents | 505,563 | 1,070,796 |
Cash and cash equivalents, at beginning of period | 179,251 | 201,001 |
Cash and cash equivalents, at end of period | 684,814 | 1,271,797 |
Non-cash financing activities: | ||
Distributions payable | 35,499 | $ 3,842 |
Distribution reinvestment | $ 39,158 |
Organization and Business Purpo
Organization and Business Purpose | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Business Purpose | Note 1 – Organization and Business Purpose Rodin Income Trust, Inc. (the “Company”) was formed on January 19, 2016 as a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes, commencing with its 2019 tax year. The Company’s consolidated financial statements include Rodin Income Trust Operating Partnership, L.P. (the “Operating Partnership”), RIT REIT Sub I, Inc. (“RIT REIT Sub I”), and RIT Lending, Inc. (“RIT Lending”). Both RIT REIT Sub I and RIT Lending are indirect wholly owned subsidiaries of the Company. Substantially all of the Company’s business is expected to be conducted through the Operating Partnership, a Delaware partnership formed on January 19, 2016. The Company is the sole general and a limited partner of the Operating Partnership. Unless the context otherwise requires, the “Company” refers to the Company and the Operating Partnership. The Company currently operates its business in one reportable segment, which focuses on originating mortgage or mezzanine loans, secured mainly by commercial real estate, and investing in participations of such loans. On January 22, 2016, the Company was capitalized with a $200,001 investment by its sponsor, Cantor Fitzgerald Investors, LLC (“CFI”), through the purchase of 8,180 Class A shares of common stock. In addition, an indirect wholly owned subsidiary of CFI, Rodin Income Trust OP Holdings, LLC (the “Special Unit Holder”), has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units, which is recorded as a non-controlling interest on the consolidated balance sheets as of September 30, 2019 and December 31, 2018, respectively. On June 28, 2018, the Company satisfied the minimum offering requirement for the Offering (the “Minimum Offering Requirement”) as a result of CFI’s purchase of $2.0 million in Class I shares at $25.00 per share. The Company focuses on originating mortgage and mezzanine loans secured mainly by commercial real estate located primarily in the U.S., United Kingdom, and other European Countries. The Company may also invest in commercial real estate securities and properties. Commercial real estate investments may include mortgage loans, subordinated mortgage and non-mortgage interests, including preferred equity investments and mezzanine loans, and participations in such instruments. Commercial real estate securities may include commercial mortgage-backed securities (“CMBS”), unsecured debt of publicly traded REITs, debt or equity securities of publicly traded real estate companies and structured notes. As of September 30, 2019, the Company had made the following investments (collectively, the “Investments”): • The Company originated, through RIT Lending, an $18 million fixed rate mezzanine loan (the “Delshah Loan”) to DS Brooklyn Portfolio Mezz LLC (the “Mezzanine Borrower”), an affiliate of Delshah Capital Limited (“Delshah”) for the acquisition of a 28-property multifamily portfolio by Delshah located in Brooklyn and Manhattan, NY (each a “Property” and collectively the “Portfolio”). (See Note 3) • The Company also originated, through RIT lending, an $8.99 million floating-rate mezzanine loan (the “East 12 th th th th th th The Company is externally managed by Rodin Income Advisors, LLC (the “Advisor”), a Delaware limited liability company and a wholly owned subsidiary of CFI. CFI is a wholly owned subsidiary of CFIM Holdings, LLC, which is a wholly owned subsidiary of Cantor Fitzgerald, L.P. (“CFLP”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with U.S. GAAP. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet. Management believes that the estimates utilized in preparing the consolidated financial statements are reasonable. As such, actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and any single member limited liability companies or other entities which are consolidated in accordance with U.S. GAAP. The Company consolidates variable interest entities (“VIEs”) where it is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All intercompany balances are eliminated in consolidation. Variable Interest Entities The Company determines if an entity is a VIE in accordance with guidance in Accounting Standards Codification (“ASC”) Topic 810, Consolidation If an entity is determined to be a VIE, the Company then determines whether to consolidate the entity as the primary beneficiary. The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity. The Company evaluates all of its investments to determine if they are VIEs utilizing judgments and estimates that are inherently subjective. If different judgments or estimates were used for these evaluations, it could result in differing conclusions as to whether or not an entity is a VIE and whether or not to consolidate such entity. As of September 30, 2019, the Company concluded that it did not have any investments in VIEs. Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company will not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. The Company performs ongoing reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and vice versa. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. Prepaid Expenses Prepaid expenses consist of prepaid insurance. Commercial Mortgage Loans, Held for Investment Commercial mortgage loans are generally intended to be held for investment and, accordingly, are carried at cost, net of unamortized loan fees, premiums, discounts and unfunded commitments. Commercial mortgage loans, held for investment that are deemed to be impaired are carried at amortized cost less a loan loss reserve, if deemed appropriate. Commercial mortgage loans where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value. As of September 30, 2019, the Company has originated two mezzanine loans and classified them as held for investment. Mezzanine Loans The Company has originated mezzanine loans to entities that are members of commercial real estate property owners. The mezzanine loans are secured by a pledge against the borrower’s equity in the property owner and are subordinate to senior debt. The mezzanine loans are senior to any preferred equity or common equity in the property (see Note 3 – Commercial Mortgage Loans, Held for Investment for further information). Loan Participations Sold The Company has partially financed its Commercial mortgage loans, held for investment, through the sale of participating mezzanine loan interests to CFI. To the extent that U.S. GAAP does not recognize a sale resulting from the loan participation interests sold, the Company does not derecognize the participation in the loan that it sold. Instead, the Company recognizes a loan participation sold liability in an amount equal to the principal of the loan participation sold. The Company continues to recognize interest income on the entire loan, including the interest attributable to the Loan participations sold (see Note 4 – Loan Participations Sold for further information). Revenue Recognition Interest income is recognized when earned and accrued based on the outstanding accrual balance, and any related premium, discount, origination costs and fees are amortized over the term of the loan on a straight-line basis. The amortization is reflected as an adjustment to Interest income in earnings. The amortization of a premium or accretion of a discount is discontinued if such loan is reclassified to held for sale. Credit Losses and Impairment on Investments Loans are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loan loss reserves on a periodic basis. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the loan as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the credit quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a loan loss reserve is recorded with a corresponding charge to provision for loan losses. The loan loss reserve for each loan is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for a loan at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. A loan is written off when it is no longer realizable and/or legally discharged. As of September 30, 2019, no impairment has been identified for loans that are held for investment. There are no loans that have been classified as past due or in non-accrual status as of September 30, 2019. Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk include Cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions. Due from Related Party Due from related party includes amounts owed to the Company by CFI pursuant to the terms of the Sponsor Support Agreement for the reimbursement of selling commissions and dealer manager fees, which at September 30, 2019 and December 31, 2018 was $4,500 and $10,012, respectively. The amounts of Sponsor Support outstanding at September 30, 2019 and December 31, 2018 were received by the Company during October 2019 and January 2019, respectively. Due to Related Party Due to related party is comprised of amounts contractually owed by the Company for various services provided to the Company from a related party, which at September 30, 2019 and December 31, 2018 was $259,440 and $151,621, respectively. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses is comprised of amounts owed by the Company for compensation to the Company’s independent board of directors relating to pro-rated annual compensation as well as attendance at meetings of the board of directors, which at September 30, 2019 and December 31, 2018, was $26,884 and $22,384, respectively. Organization and Offering Costs The Advisor has agreed to pay, on behalf of the Company, all organizational and offering costs (including legal, accounting, and other costs attributable to the Company’s organization and offering, but excluding upfront selling commissions, dealer manager fees and distribution fees) (“O&O Costs”) through the first anniversary of the date on which the Company satisfied the Minimum Offering Requirement, which was June 28, 2019 (the “Escrow Break Anniversary”). After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but it is not required to do so. Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for payment of the O&O Costs ratably over a 36-month period; provided, however, that the Company will not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed 1% of gross proceeds of the Offering (the “1% Cap”), as of such payment date. To the extent the Advisor pays such additional O&O Costs, the Company will be obligated to reimburse the Advisor subject to the 1% Cap. Any amounts not reimbursed in any period shall be included in determining any reimbursement liability for a subsequent period. As of September 30, 2019, the Advisor has continued to pay all O&O Costs on behalf of the Company. As of September 30, 2019 and December 31, 2018, the Advisor has incurred $5,715,904 and $4,587,373, respectively, of O&O Costs on the Company’s behalf. The Company’s obligation is limited to the 1% Cap, less any reimbursement payments made by the Company to the Advisor for O&O costs incurred, which at September 30, 2019 and December 31, 2018 was $96,799 and $39,406, respectively, and is included within Due to related party in the accompanying consolidated balance sheets were charged to stockholders’ equity As of September 30, 2019 and December 31, 2018, the Company has made reimbursement payments of $10,034 and $0, respectively, to the Advisor for O&O Costs incurred. Income Taxes For tax years beginning after December 31, 2018, the Company intends to elect to be taxed as a REIT and to comply with the related provisions under the Internal Revenue Code of 1986, as amended. Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income, share ownership, minimum distribution and other requirements 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. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company may also be subject to certain state, local and franchise taxes. If the Company fails to meet these requirements, it will be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company’s estimates under different assumptions or conditions. Earnings Per Share Basic net income (loss) per share of common stock is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period, including common stock equivalents. As of September 30, 2019 and December 31, 2018, there were no material common stock equivalents that would have a dilutive effect on net income (loss) per share for common stockholders. All classes of common stock are allocated net income (loss) at the same rate per share. For the three and nine months ended September 30, 2019, basic and diluted net income per common share was $0.44 and $1.41, respectively. For the three and nine months ended September 30, 2018, basic and diluted net loss per common share was $0.31 and $4.09, respectively. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . The ASU replaced certain previously existing revenue recognition guidance. Beginning January 1, 2018, companies are required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also includes additional disclosure requirements. The standard could have been adopted either retrospectively to prior reporting periods presented or as a cumulative effect adjustment as of the date of adoption. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Leases Leases (Topic 842): Narrow-Scope Improvements for Lessors Leases (Topic 842), Codification Improvements, The guidance in ASUs 2016-02, 2018-10, 2018-11 and 2018-20 was effective beginning January 1, 2019, with early adoption permitted; whereas the guidance in ASU 2019-01 is effective beginning January 1, 2020, with early adoption permitted. abovementioned January 1, 2019 using Therefore, New Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses Leases Leases In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments In addition, in May 2019, the FASB issued ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief . The amendments in this ASU allow entities, upon adoption of ASU No. 2016-13, to irrevocably elect the fair value option for financial instruments that were previously carried at amortized cost and are eligible for the fair value option under ASC 825-10, Financial Instruments: Overall . The amendments in ASUs No. 2018-19, 2019-04 and 2019-05 are required to be adopted concurrently with the guidance in ASU No. 2016-13. The Company plans to adopt the standards on their required effective date. Management is continuing to implement the new credit losses guidance, including the assessment of the impact of the new guidance on the Company’s unaudited consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities Consolidation In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates |
Commercial Mortgage Loan, Held
Commercial Mortgage Loan, Held for Investment | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Commercial Mortgage Loan, Held for Investment | Note 3 – Commercial Mortgage Loans, Held for Investment NYC Multi-family Portfolio Mezzanine Loan On September 21, 2018, the Company originated, through RIT Lending, the Delshah Loan to the Mezzanine Borrower, an affiliate of Delshah, for the acquisition of the Portfolio. The fee simple interest in the Portfolio is held by DS Brooklyn Portfolio Owner LLC, a single purpose limited liability company (the “Senior Borrower”) of which the Mezzanine Borrower owns 100% of the membership interests. The Portfolio is comprised of 207 residential units and 19 commercial units that encompass 167,499 square feet. The following table provides certain information about the Delshah Loan: Loan Type Loan Amount Loan Term Fixed Rate Coupon Amortization Loan-to-Value (1) Mezzanine Loan $ 18,000,000 10 years 9.10% subject to a potential increase on September 22, 2023 Interest only 83.14% Note: (1) Loan-to-Value is calculated as of the date the Delshah Loan was originated. The interest rate for the Delshah Loan for years one through five is 9.10%. Beginning on September 22, 2023, the interest rate for the Delshah Loan will change to the greater of (i) 9.10% or (ii) 275 basis points over the then existing five year U.S. Treasury Note Yield (the “Mortgage Loan Interest Rate”). However, in the event certain conditions described in the Delshah Loan mezzanine loan agreement are not satisfied at the end of year five, the interest rate for the Delshah Loan shall increase to the greater of (i) 10.10% or (ii) 565 basis points over the Mortgage Loan Interest Rate in effect at the beginning of year six. The Delshah Loan is secured by a pledge of 100% of the equity interests in the Senior Borrower. The Delshah Loan may be prepaid in its entirety, but not in part, subject to RIT Lending’s receipt of eighteen months of minimum interest. The term of the Delshah Loan is ten years, with no option to extend. The Portfolio is managed by an affiliate of the Borrower. In connection with the origination of the Delshah Loan, RIT Lending entered into a participation agreement (the “Delshah Loan Participation Agreement”) with CFI. RIT Lending originated the Delshah Loan with (i) cash from the Offering (as defined below) equivalent to a 5% participation interest in the amount of $900,000 in the Delshah Loan and (ii) proceeds from the sale to CFI of a 95% participation interest in the amount of $17,100,000 in the Delshah Loan. As of September 30, 2019 and December 31, 2018, the Company had repurchased participation interests in the Delshah Loan from CFI in the amount of $1,530,000 and $400,000, respectively, increasing the Company’s total interest in the Delshah Loan to 13.50% and 7.22%, respectively. During the three months ended September 30, 2019 and September 30, 2018, the Company earned Interest income, net of $37,313 and $2,048, respectively, on the Delshah Loan, consisting of $418,600 and $40,950, respectively, of total Interest less $381,287 and $38,902, respectively, of Interest income related to Loan participations sold. During the nine months ended September 30, 2019 and September 30, 2018, the Company earned Interest income, net of $96,791 and $2,048, respectively, on the Delshah Loan, consisting of $1,242,150 and $40,950, respectively, of total Interest less $1,145,359 and $38,902, respectively, of Interest income related to Loan participations sold. 533 East 12th Street, New York, NY On November 1, 2018, the Company, through RIT Lending, originated the East 12th Street Loan to the East 12th Street Mezzanine Borrower, an affiliate of Delshah, for the acquisition of the East 12th Street Property. The fee simple interest in the East 12th Street Property is held by DS 531 E. 12th Owner LLC, a single purpose limited liability company (the “East 12th Street Senior Borrower”) of which the East 12th Street Mezzanine Borrower owns 100% of the membership interests. The following table provides certain information about the East 12 th Loan Type Loan Amount Initial Funding Loan Term Floating Rate Coupon Amortization Loan-to-Value (1) Mezzanine Loan $ 8,990,000 $ 6,830,000 3 years with two, 1-year extension options LIBOR +9.25% Interest only 84.28% Note: (1) Loan-to-Value is calculated as of the date the East 12 th The East 12 th Street Loan is secured by a pledge of 100% of the equity interests in the East 12 th Street Senior Borrower. The East 12 th Street Loan may be prepaid in its entirety or in part in connection with sales of condominium units, subject in each case to RIT Lending’s receipt of eighteen months of minimum interest. The term of the East 12 th Street Loan is three years, with two 1-year options to extend $6,830,000 of the East 12 th th th th The remaining portion of the East 12 th th In connection with originating the East 12 th th th (i) cash from the Offering equivalent to a 20.42% participation interest in the East 12 th th th th Subsequent to the date the East 12 th th th th As of September 30, 2019 and December 31, 2018, the Company had repurchased participation interests in the East 12 th th During the three months ended September 30, 2019 and September 30, 2018, the Company earned Interest income, net of $219,565 and $0, respectively, on the East 12 th During the nine months ended September 30, 2019 and September 30, 2018, the Company earned Interest income, net of $522,465 and $0, respectively, on the East 12 th The following table summarizes the activity on the loans at September 30, 2019. Activity Delshah Loan RIT Participation Interest % Total Delshah Loan East 12th Street Loan RIT Participation Interest % Total East 12th Street Loan Total Loans Total Loan Amount $ 18,000,000 $ 18,000,000 $ 8,990,000 $ 8,990,000 $ 26,990,000 Initial Funding 18,000,000 100.00 % 18,000,000 6,830,000 100.00 % 6,830,000 24,830,000 Interest Participation Sale (17,100,000 ) -95.00 % — (5,435,000 ) -79.58 % — — Ownership 900,000 5.00 % 18,000,000 1,395,000 20.42 % 6,830,000 24,830,000 Advance for Interest Shortfall — — — 691,513 — 691,513 691,513 Interest Participation Sale - Interest Shortfall — — — (174,044 ) — — — RIT Interest Participation Purchase 1,530,000 8.50 % — 5,609,044 79.58 % — — Ownership $ 2,430,000 13.50 % $ 18,000,000 $ 7,521,513 100.00 % $ 7,521,513 $ 25,521,513 During the three months ended September 30, 2019 and September 30, 2018, the Company earned total Interest income, net of $256,878 and $2,048, respectively, which was comprised of total Interest income of $639,172 and $40,950, respectively, less Interest income related to Loan participations sold of $382,294 and $38,902, respectively. During the nine months ended September 30, 2019 and September 30, 2018, the Company earned total Interest income, net of $619,256 and $2,048, respectively, which was comprised of total Interest income of $1,883,475 and $40,950, respectively, less Interest income related to Loan participations sold of $1,264,219 and $38,902, respectively. Concentration of Credit Risk The following table presents the geography and property type of collateral underlying the Company’s Commercial mortgage loans, held for investment as a percentage of the loan’s carrying value as of September 30, 2019 and December 31, 2018: Geography Collateral Property Type Percentage New York Multifamily 100% |
Loan Participation Sold
Loan Participation Sold | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Loan Participation Sold | Note 4 – Loan Participations Sold Delshah Loan Participation Agreement In connection with the origination of the Delshah Loan, RIT Lending entered into the Delshah Loan Participation Agreement with CFI. The Company originated, through RIT Lending, the Delshah Loan with (i) cash from the Offering (as defined below) equivalent to a 5% participation interest in the amount of $900,000 in the Delshah Loan and (ii) proceeds from the sale to CFI of a 95% participation interest in the amount of $17,100,000 in the Delshah Loan. The Company intends, but is not obligated, to repurchase the remaining 95% of the participation interest in the Delshah Loan from CFI at a purchase price equivalent to the amount paid for the participation interest by CFI. The Delshah Loan Participation Agreement provides that participation certificates sold to CFI represent an undivided beneficial ownership interest in the Delshah Loan. The Delshah Loan Participation Agreement also specifies the parties’ respective rights with respect to the Delshah Loan. The transactions with CFI were approved by the Company’s board of directors, including by the majority of its independent directors. As of September 30, 2019 and December 31, 2018, the Company had repurchased participation interests in the Delshah Loan from CFI totaling $1,530,000, and $400,000, respectively, increasing the Company’s total interest to $2,430,000 and $1,300,000, respectively, representing a 13.50% and a 7.22% interest, respectively, in East 12 th In connection with the origination of the East 12 th th th th th th th th th th In accordance with ASC 860, the sales of participation interests in the Investments As of September 30, 2019 and December 31, 2018, the Company had repurchased participation interests in the East 12 th th |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholder's Equity | Note 5 – Stockholders’ Equity Initial Public Offering On November 30, 2017, the Company filed a registration statement with the SEC on Form S-11 in connection with the initial public offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in its primary offering (the “Primary Offering”) and up to $250 million in shares pursuant to its distribution reinvestment plan (the “DRP”, and together with the Primary Offering, the “Offering”). The registration statement was subsequently declared effective by the SEC on May 2, 2018. In addition, on June 28, 2018, the Company satisfied the Minimum Offering Requirement for the Offering as a result of CFI’s purchase of $2.0 million in Class I shares at $25.00 per share. The Company determines its net asset value as of the end of each quarter. Net asset value (“NAV”), as defined, is calculated consistent with the procedures set forth in the Company’s prospectus and excludes any O&O costs, with such costs to be reflected in the Company’s NAV to the extent the Company reimburses the Advisor for these costs. As of September 30, 2019, the per share purchase price for shares of common stock in the Primary Offering was $24.62 per Class A share, $23.85 per Class T share and $23.39 per Class I share. The Company’s shares of common stock consist of Class A shares, Class T shares and Class I shares, all of which are collectively referred to herein as shares of common stock. As of September 30, 2019, the Company’s total number of authorized shares of common stock was 410,000,000 consisting of 160,000,000 of Class A authorized common shares, 200,000,000 of Class T authorized common shares and 50,000,000 of Class I authorized common shares. CFI pays a portion of selling commissions and all of the dealer manager fees (“Sponsor Support”), up to a total of 4.0% of gross offering proceeds from the sale of Class A shares and Class T shares, and up to a total of 1.5% of gross offering proceeds from the sale of Class I shares, incurred in connection with the Offering. Selling commissions and dealer manager fees are presented net of Sponsor Support on the Company’s consolidated statements of stockholders’ equity. The Company will reimburse Sponsor Support (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement (as defined below) by the Company or by the Advisor. In each such case, the Company will only reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on such invested capital. Pursuant to the terms of the dealer manager agreement between the Company and Cantor Fitzgerald & Co. (the “Dealer Manager”), a related party, the Dealer Manager provides dealer manager services in connection with the Offering. The Offering is a best efforts offering, which means that the Dealer Manager will not be required to sell any specific number or dollar amount of shares of common stock in the Offering, but will use its best efforts to sell the shares of common stock. The Offering is a continuous offering that will end no later than two years after the effective date of the Offering, or May 2, 2020, unless extended by the Company’s board of directors for up to an additional one year or beyond, as permitted by the SEC. The Company may continue to offer shares through the DRP after the Primary Offering terminates until the Company has sold $250 million in shares through the reinvestment of distributions. The Company also has 50 million shares of preferred stock, $0.01 par value, authorized. No shares of preferred stock are issued or outstanding. As of September 30, 2019, the Company had sold 441,526 shares of its common stock (consisting of 295,596 Class A shares, 97,232 Class I shares and 48,698 Class T shares) in the Offering for aggregate net proceeds of $10,379,845. As of December 31, 2018, the Company had sold 161,268 shares of its common stock (consisting of 74,129 Class A shares and 87,139 Class I shares) in the Offering for aggregate net proceeds of $3,900,801. Distributions T he Company’s board of directors authorized, and the Company declared, distributions through August 14, 2019 in an amount equal to $0.004357260, and for the period August 15, 2019 through February 14, 2020 in an amount equal to $0.004493151, per day per share of Class A common stock, Class I common stock and Class T common stock, less, for holders of the shares of Class T common stock, the distribution fees that are payable with respect to shares of Class T common stock. The distributions are payable by the 5th business day following each month end to stockholders of record at the close of business each day during the prior month. The amount of distributions payable to the Company’s stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, the Company’s financial condition, capital expenditure requirements, requirements of Maryland law and annual distribution requirements needed to qualify as a REIT. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and, therefore, distribution payments are not assured. To ensure that the Company has sufficient funds to cover cash distributions authorized and declared during the Offering, the Company and CFI entered into a distribution support agreement. The terms of the agreement provide that in the event that cash distributions exceed the Company’s defined modified funds from operations (“MFFO”), defined as a supplemental measure to reflect the operating performance of a non-traded REIT, for any calendar quarter through May 2, 2020, CFI shall purchase Class I shares from the Company in an amount equal to the distribution shortfall, up to $5 million (less the amount from any shares purchased by CFI in order to satisfy the Minimum Offering Requirement). As of September 30, 2019 and December 31, 2018, the Company has declared distributions of $445,366 and $56,766, respectively, of which $57,713 and $22,214, respectively, was unpaid as of the respective reporting dates and has been recorded as Distributions payable on the accompanying consolidated balance sheets. All of the unpaid distributions as of September 30, 2019 and December 31, 2018 were paid during October 2019 and January 2019, respectively. As of September 30, 2019 and December 31, 2018, distributions reinvested pursuant to the Company’s DRP were $39,158 and $3,368, respectively. Redemptions Stockholders may be able to have their shares repurchased by the Company pursuant to the share repurchase program. On September 27, 2019, the Company’s board of directors approved the amendment and restatement of the Company’s share repurchase program (the “Amended and Restated Share Repurchase Program”), which will become effective on November 1, 2019. The Company will repurchase shares at a price equal to, or at a discount from, NAV per share of the share class being repurchased subject to certain holding period requirements which effect the repurchase price as a percentage of NAV. The changes to the share repurchase program pursuant to the Amended and Restated Share Repurchase Program include the following: • removal of the one-year holding requirement for share repurchases; • adjustment to the availability of the share repurchase program from quarterly to monthly; • adjustment to the restriction on the availability of the share repurchase program in any calendar year from, 5% of the weighted-average number of shares during the prior calendar year, to shares whose aggregate value is 10% of the combined NAV of all classes of shares as of the last calendar day of the previous calendar year; • addition of a restriction on the availability of the share repurchase program in any calendar month equal to shares whose aggregate value is 2% of the combined NAV of all classes of shares as of the last calendar day of the previous month; • removal of the restriction that funds available for repurchase in each period be limited to the funds received from the Company’s distribution reinvestment plan in the prior quarter; and • adjustment to the discounts to NAV per share of the share class being repurchased by the Company from its shareholders as follows: Holding Period Original Repurchase Price as a Percentage of NAV Amended and Restated Repurchase Price as a Percentage of NAV Less than 1 Year No repurchase allowed 96 % 1 Year 96 % 97 % 2 Years 97 % 98 % 3 Years 98 % 99 % 4 Years 99 % 100 % 5 Years and longer 100 % 100 % The Amended and Restated Share Repurchase Program includes numerous restrictions that limit stockholders’ ability to have their shares repurchased, including, the annual and monthly restrictions on the availability of the share repurchase program described above. Further, the Company also has no obligation to repurchase shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. The Company may amend, suspend or terminate the share repurchase program for any reason upon 10 business days’ notice. The Company has not received any requests to repurchase any shares of its common stock as Non-controlling Interest The Special Unit Holder has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units as part of the overall consideration for the services to be provided by the Advisor. This investment has been recorded as non-controlling interest on the consolidated balance sheets as of September 30, 2019 and December 31, 2018, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions Repurchases of Participation Interest in the Delshah Loan During the nine months ended September 30, 2019, the Company repurchased participation interests in the Delshah Loan from CFI in the amount of $1,130,000, increasing the Company’s total interest to $2,430,000, which represents a 13.50% ownership interest in the Delshah Loan. Repurchases of Participation Interest in the East 12 th During the nine months ended September 30, 2019, the Company repurchased participation interests in the East 12 th th Fees and Expenses The Company and the Advisor entered into an amended and restated advisory agreement, dated as of September 28, 2018, as amended by amendment no. 1 to the amended and restated advisory agreement (the “Advisory Agreement”), dated and effective as of September 28, 2019. Pursuant to the Advisory Agreement, and subject to certain restrictions and limitations, the Advisor is responsible for managing the Company's affairs on a day-to-day basis and for identifying, originating, acquiring and managing investments on behalf of the Company. For providing such services, the Advisor receives fees and reimbursements from the Company. The amendment to the Advisory Agreement (i) amends the monthly asset management fee from one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month, to one-twelfth of 1.20% of the Company’s most recently disclosed NAV and (ii) renews the term of the Advisory Agreement for an additional one-year term commencing on September 28, 2019. The following summarizes these fees and reimbursements. Organization and Offering Expenses. The Company will reimburse the Advisor and its affiliates for O&O Costs it incurs on the Company’s behalf but only to the extent that the reimbursement will not cause the selling commissions, the dealer manager fee and the other organization and offering expenses to be borne by the Company to exceed 15% of gross offering proceeds of the Offering as of the date of the reimbursement. If the Company raises the maximum offering amount in the Primary Offering and under the DRP, the Company estimates organization and offering expenses (other than upfront selling commissions, dealer manager fees and distribution fees), in the aggregate, to be 1% of gross offering proceeds of the Offering. These O&O Costs include all costs (other than upfront selling commissions, dealer manager fees and distribution fees) to be paid by the Company in connection with the initial set up of the organization of the Company as well as the Offering, including legal, accounting, printing, mailing and filing fees, charges of the transfer agent, charges of the Advisor for administrative services related to the issuance of shares in the Offering, reimbursement of bona fide due diligence expenses of broker-dealers, and reimbursement of the Advisor for costs in connection with preparing supplemental sales materials. The Advisor has agreed to pay for all O&O Costs on the Company’s behalf (other than selling commissions, dealer manager fees and distribution fees) through the Escrow Break Anniversary. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company will be obligated to reimburse the Advisor subject to the 1% Cap. The Company began reimbursing the Advisor for such costs ratably over the 36 months following the Escrow Break Anniversary; provided that the Company will not be obligated to reimburse any amounts that as a result of such payment would cause the aggregate payments for O&O Costs to be paid to the Advisor to exceed the 1% Cap as of such reimbursement date. As of September 30, 2019 and December 31, 2018, the Advisor had incurred $5,715,904 and $4,587,373, respectively, of O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees) on behalf of the Company. The Company’s obligation is limited to the 1% Cap, less any reimbursement payments made by the Company to the Advisor for O&O Costs incurred, which at September 30, 2019 and December 31, 2018 is $96,799 and $39,406, respectively, and is included within Due to related party in the accompanying consolidated balance sheets. As of September 30, 2019 and December 31, 2018, organizational costs of $449 and $449, respectively, were expensed and included within General and administrative expenses and offering costs of $106,384 and $38,957 were charged to stockholders’ equity. As of September 30, 2019 and December 31, 2018, the Company has made reimbursement payments of $10,034 and $0, respectively, to the Advisor for O&O Costs incurred. As of September 30, 2019, the Advisor has continued to pay all O&O Costs on behalf of the Company. Acquisition Expenses. The Company does not intend to pay the Advisor any acquisition fees in connection with making investments. The Company will, however, provide reimbursement of customary acquisition expenses (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses (including fees of in-house counsel of affiliates and other affiliated service providers that provide resources to the Company), costs of due diligence (including, as necessary, updated appraisals, surveys and environmental site assessments), travel and communication expenses, accounting fees and expenses and other closing costs and miscellaneous expenses relating to the acquisition or origination of the Company’s investments. While most of the acquisition expenses are expected to be paid to third parties, a portion of the out-of-pocket acquisition expenses may be paid or reimbursed to the Advisor or its affiliates. The Advisor has not incurred any reimbursable acquisition expenses on behalf of the Company as of September 30, 2019 or December 31, 2018. Distribution Fees. Distribution fees are payable to the Dealer Manager, subject to the terms set forth in the dealer manager agreement between the Company and the Dealer Manager. Distributions fees are paid with respect to the Company’s Class T shares only, all or a portion of which may be re-allowed by the Dealer Manager to participating broker-dealers. The distribution fees accrue daily and are calculated on outstanding Class T shares issued in the Primary Offering in an amount equal to 1.0% per annum of (i) the gross offering price per Class T share in the Primary Offering, or (ii) if the Company is no longer offering shares in a public offering, the most recently published per share NAV of Class T shares. The distribution fee is payable monthly in arrears and is paid on a continuous basis from year to year. During the three months ended September 30, 2019 and September 30, 2018, the Company paid distribution fees of $731 and $0, respectively. During the nine months ended September 30, 2019 and September 30, 2018, the Company paid distribution fees of $873 and $0, respectively. As of September 30, 2019 and December 31, 2018, the Company has incurred a liability of $45,503 and $0, respectively, which is included within Due to related party on the consolidated balance sheets, $718 and $0, respectively, of which was payable as of September 30, 2019 and December 31, 2018 and paid during October 2019. The Company will cease paying distribution fees with respect to each Class T share on the earliest to occur of the following: (i) a listing of shares of common stock on a national securities exchange; (ii) such Class T share is no longer outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including dealer manager fees, sales commissions, distribution fees and any other underwriting compensation to be paid with respect to all Class A shares, Class T shares and Class I shares would be in excess of 10.0% of the gross proceeds of the Primary Offering; or (iv) the end of the month in which the transfer agent, on the Company’s behalf, determines that total underwriting compensation with respect to the Class T shares held by a stockholder within his or her particular account, including dealer manager fees, sales commissions and distribution fees, would be in excess of 10.0% of the total gross offering price at the time of the investment in the Class T shares held in such account. The Company will not pay any distribution fees on shares sold pursuant to the Company’s DRP. The amount available for distributions on all Class T shares will be reduced by the amount of distribution fees payable with respect to the Class T shares issued in the Primary Offering such that all Class T shares will receive the same per share distributions. Origination Fees. The Company will pay the Advisor up to 1.0% of the amount funded by the Company to originate commercial real estate-related loans, but only if and to the extent there is a corresponding fee paid by the borrower to the Company. During the three and nine months ended September 30, 2019 and September 30, 2018, no origination fees were paid or incurred. Asset Management Fees. Asset management fees are due to the Advisor. Prior to September 2019, asset management fees consisted of monthly fees equal to one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month. Effective as of September 2019, asset management fees payable to the Advisor consist of monthly fees equal to one-twelfth of 1.20% of the Company’s most recently disclosed NAV. For the three and nine months ended September 30, 2019, the Company incurred asset management fees of $26,859 and $67,067, respectively. The asset management fee related to the month of September 2019 of $8,653 is unpaid as of September 30, 2019, and has been included within Due to related party on the consolidated balance sheet. For the three and nine months ended September 30, 2018, the Company incurred asset management fees of $313 and $313, respectively. The amount of asset management fees incurred by the Company during the applicable period is included in the calculation of the limitation of operating expenses pursuant to the 2%/25% Guidelines (as defined and described below). Other Operating Expenses. Effective beginning in the third quarter of 2018, the Advisory Agreement (i) includes limitations with regards to the incurrence of and additional limitations on reimbursements of operating expenses and (ii) clarifies the reimbursement and expense timing and procedures, including potential reimbursement of unreimbursed operating expenses. Pursuant to the terms of the Advisory Agreement between the Company and the Advisor, the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning on October 1, 2019, the Company was subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.0% of average invested assets (as defined in the Advisory Agreement) and (ii) 25.0% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”). If the Company’s independent directors determine that all or a portion of such amounts in excess of the limitation are justified based on certain factors, the Company may reimburse amounts in excess of the limitation to the Advisor. In addition, beginning on October 1, 2019, the Company may request any operating expenses that were previously reimbursed to the Advisor in prior periods in excess of the limitation to be remitted back to the Company. As of September 30, 2019, the Company has accrued but not reimbursed any of the $108,485 in operating expenses pursuant to the Advisory Agreement, which represents the current operating expense reimbursement obligation to the Advisor. The Advisory Agreement provides that, subject to other limitations on the incurrence and reimbursement of operating expenses contained in the Advisory Agreement, operating expenses which have been incurred and paid by the Advisor will not become an obligation of the Company unless the Advisor has invoiced the Company for reimbursement, which will occur in a quarterly statement and accrued for in the respective period. The Advisor will not invoice the Company for any reimbursement if the impact of such would result in the Company’s incurrence of an obligation in an amount that would result in the Company’s net asset value per share for any class of shares to be less than $25.00. The Company may, however, incur and record an obligation to reimburse the Advisor, even if it would result in the Company’s net asset value per share for any class of shares for such quarter to be less than $25.00, if the Company’s board of directors determines that the reasons for the decrease of the Company’s net asset value per share below $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for operating expenses. In addition, the Advisory Agreement provides that all or a portion of the operating expenses, which have not been previously paid by the Company or invoiced by the Advisor may be in the sole discretion of the Advisor: (i) waived by the Advisor, (ii) reimbursed to the Advisor in any subsequent quarter or (iii) reimbursed to the Advisor in connection with a liquidity event or termination of the Advisory Agreement, provided that the Company has fully invested the proceeds from its initial public offering and the stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on their invested capital. Any reimbursement of operating expenses remains subject to the limitations described above and the limitations and the approval requirements relating to the 2%/25% Guidelines. During the three and nine months ended September 30, 2019, the Company did not incur any operating expenses reimbursable to the Advisor. During the three and nine months ended September 30, 2018, the Company incurred operating expenses reimbursable to the Advisor of $118,636. Reimbursable operating expenses include personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in the Advisory Agreement, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services. The Company is not obligated to reimburse the Advisor for costs of such employees of the Advisor or its affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or disposition fees or (B) serve as executive officers of the Company. At September 30, 2019, all of these expenses remain unpaid and are included within Due to related party on the accompanying consolidated balance sheet. As of September 30, 2019, the total amount of unreimbursed operating expenses was $2,520,296. This includes operating expenses incurred by the Advisor on the Company’s behalf which have not been invoiced to the Company and amounts invoiced to the Company by the Advisor but not yet reimbursed (“Unreimbursed Operating Expenses”). The amount of operating expenses incurred by the Advisor during the nine months ended September 30, 2019 which were not invoiced to the Company amounted to $1,325,593. Disposition Fees. For substantial assistance in connection with the sale of investments and based on the services provided, as determined by the independent directors, the Company will pay a disposition fee in an amount equal to 1.0% of the contract sales price of each commercial real estate loan or other investment sold, including mortgage-backed securities or collateralized debt obligations issued by a company subsidiary as part of a securitization transaction; provided, however, in no event may the disposition fee paid to the Advisor or its affiliates, when added to the real estate commissions paid to unaffiliated third parties, exceed the lesser of a competitive real estate commission or an amount equal to 6.0% of the contract sales price. If the Company takes ownership of a property as a result of a workout or foreclosure of a debt investment, the Company will pay a disposition fee upon the sale of such property. The Company will not pay a disposition fee upon the maturity, prepayment, workout, modification or extension of a debt investment unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of: (i) 1.0% of the principal amount of the debt prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. As of September 30, 2019 and December 31, 2018, no disposition fees have been incurred by the Company. Selling Commissions and Dealer Manager Fees The Dealer Manager is a registered broker-dealer affiliated with CFI. The Company entered into the dealer manager agreement with the Dealer Manager and is obligated to pay various commissions and fees with respect to the Class A, Class T and Class I shares distributed in the Offering. For providing such services, the Dealer Manager receives fees. CFI is required to pay a portion of selling commissions and all of the dealer manager fees, up to a total of 4.0% of gross offering proceeds from the sale of Class A shares, Class T shares, and Class I shares, incurred in connection with the Offering. The Company will reimburse CFI for these costs (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on such invested capital. As of September 30, 2019, the likelihood, probability and timing of each of the possible occurrences or events listed in the preceding sentences (i) and (ii) in this paragraph are individually and collectively uncertain. Additionally, whether or not the Company will have fully invested the proceeds from the Offering and also whether the Company’s stockholders will have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on such invested capital at the time of any such occurrence or event is also uncertain. As of September 30, 2019 and December 31, 2018, CFI has paid Sponsor Support totaling $308,350 and $53,564, respectively, which will be subject to reimbursement by the Company to CFI in the event of these highly conditional circumstances. The following summarizes these fees: Selling Commissions . Selling commissions payable to the Dealer Manager consist of (i) up to 1.0% of gross offering proceeds paid by CFI for Class A shares and Class T shares and (ii) up to 5.0% and 2.0% of gross offering proceeds from the sale of Class A shares and Class T shares, respectively, in the Primary Offering. All or a portion of such selling commissions may be re-allowed to participating broker-dealers. No selling commissions are payable with respect to Class I shares. As of September 30, 2019 and December 31, 2018, the Company has incurred $316,570 and $47,700 of selling commissions, respectively, which is included within Additional paid-in capital on the consolidated balance sheet. At September 30, 2019 and December 31, 2018, $59,492 and $7,950 of Sponsor Support, respectively, has been recorded and $59,492 and $6,200, respectively, has been reimbursed by CFI. Dealer Manager Fees. Dealer manager fees payable to the Dealer Manager consist of up to 3.0% of gross offering proceeds from the sale of Class A shares and Class T shares sold in the Primary Offering and up to 1.5% of gross offering proceeds from the sale of Class I shares sold in the Primary Offering, all of which will be paid by CFI. A portion of such dealer manager fees may be re-allowed to participating broker-dealers as a marketing fee. As of September 30, 2019 and December 31, 2018, the Company has recorded $253,358 and $55,626 of dealer manager fees, respectively, which is included within Additional paid-in capital on the consolidated balance sheet. As of September 30, 2019 and December 31, 2018, all of the Sponsor Support related to dealer manager fees has been recorded and $248,858 and $47,364, respectively, has been reimbursed by CFI. During October 2019, the Company received the remaining Sponsor Support for dealer manager fees of $4,500 related to the three months ended September 30, 2019. The following table summarizes the above mentioned fees and expenses incurred by the Company for the nine months ended September 30, 2019: Due to related party as of Nine Months ended September 30, 2019 Due to related party as of Type of Fee or Reimbursement Financial Statement Location December 31, 2018 Incurred Paid September 30, 2019 Management Fees Asset management fees Management fees $ 3,730 $ 67,067 $ 62,144 $ 8,653 Organization, Offering and Operating Expense Reimbursements Operating expenses (1) General and administrative expenses 108,485 — — 108,485 Organization expenses (2) General and administrative expenses 449 — 97 352 Offering costs (2) Additional paid-in capital 38,957 67,427 9,937 96,447 Commissions and Fees Selling commissions and dealer manager fees, net Additional paid-in capital — 217,328 217,328 — Distribution fees Additional paid-in capital — 46,376 873 45,503 Total $ 151,621 $ 398,198 $ 290,379 $ 259,440 Note: (1) As of September 30, 2019, the Advisor has incurred, on behalf of the Company, a total of $2,520,296 in Unreimbursed Operating Expenses, including a total of $1,325,593 during the nine months ended September 30, 2019 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement. (2) As of September 30, 2019, the Advisor has incurred, on behalf of the Company, a total of $5,715,904 of O&O Costs, of which the Company’s obligation is limited to $96,799, pursuant to the 1% Cap. Investment by CFI CFI initially invested $200,001 in the Company through the purchase of 8,180 Class A shares at $24.45 per share. CFI may not sell any of these shares during the period it serves as our sponsor. Neither the Advisor nor CFI currently has any options or warrants to acquire additional shares of the Company. In the event the Advisory Agreement is terminated, the shares owned by CFI would not be automatically redeemed. CFI would, however, be able to participate in the share repurchase program, subject to all of the restrictions of the share repurchase program applicable to all other common stockholders. As of September 30, 2019, CFI has invested $2,200,001 in the Company through the purchase of 88,180 shares (8,180 Class A shares for an aggregate purchase price of $200,001 and 80,000 Class I shares for an aggregate purchase price of $2,000,000). Sponsor Support Our sponsor, CFI, is a Delaware limited liability company and an affiliate of CFLP. CFI will pay a portion of selling commissions and all of the dealer manager fees, up to a total of 4.0% of gross offering proceeds from the sale of Class A shares and Class T shares, as well as 1.5% of gross offering proceeds from the sale of Class I shares, incurred in connection with the Offering. The Company will reimburse such expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement by us or by the Advisor. In each such case, the Company will only reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on such invested capital. As of September 30, 2019, CFI has paid Sponsor Support totaling $308,350. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2019 | |
Economic Dependency [Abstract] | |
Economic Dependency | Note 7 – Economic Dependency The Company is dependent on the Advisor and its affiliates for certain services that are essential to the Company, including the sale of the Company’s shares of capital stock, acquisition and disposition decisions and certain other responsibilities. In the event that the Advisor is unable or unwilling to provide such services, the Company would be required to find alternative service providers. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies As of September 30, 2019 and December 31, 2018, the Company was not subject to litigation nor was the Company aware of any material litigation pending against it. Unfunded Portion of the East 12 th $6,830,000 of the East 12 th th th th The remaining portion of the East 12 th th th th th th |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 – Fair Value Measurements Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchal framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the market place, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy: Level 1 measurement — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments. Level 2 measurement — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date. Level 3 measurement — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities: Commercial mortgage loans, held for investment and Loan participations sold — The fair value is estimated by discounting the expected cash inflows and outflows based on the market interest rates for similar loans to the Company’s Commercial mortgage loans, held for investment and Loan participations sold, which the Company believes to be equal to the contractual interest rate as of the measurement date. The Company determined that the market interest rates as of September 30, 2019 for both the Delshah Loan and the East 12 th Other financial instruments — The Company considers the carrying value of its Cash and cash equivalents to approximate its fair value because of the short period of time between its origination and its expected realization as well as its highly-liquid nature. Due to the short-term maturity of this instrument, Level 1 inputs are utilized to estimate the fair value of Cash and cash equivalents. The following table details the principal balance, carrying value, and fair value of the Company’s financial assets and liabilities as of September 30, 2019: Fair Value Principal Balance Carrying Value Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 684,814 $ 684,814 $ 684,814 $ — $ — $ 684,814 Commercial mortgage loans, held for investment $ 25,521,513 $ 25,521,513 $ — $ — $ 25,521,513 $ 25,521,513 Liabilities Loan participations sold $ 15,570,001 $ 15,570,001 $ — $ — $ 15,570,001 $ 15,570,001 The following table details the principal balance, carrying value, and fair value of the Company’s financial assets and liabilities as of December 31, 2018: Fair Value Principal Balance Carrying Value Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 179,251 $ 179,251 $ 179,251 $ — $ — $ 179,251 Commercial mortgage loans, held for investment $ 24,886,944 $ 24,886,944 $ — $ — $ 24,886,944 $ 24,886,944 Liabilities Loan participations sold $ 21,023,435 $ 21,023,435 $ — $ — $ 21,023,435 $ 21,023,435 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events Interest Shortfall - East 12 th Street Loan Subsequent to September 30, 2019, the Company advanced $148,574 to cover the interest shortfall on the East 12 th Street Loan. As of November 14, 2019, the total funded amount for the East 12 th Street Loan was $7,670,087 Purchase of Additional Participation Interests in the Delshah Loan Subsequent to September 30, 2019, the Company repurchased participation interests in the Delshah Loan from CFI in the amount of $300,000. As of November 14, 2019, the Company’s total interest in the Delshah Loan was 15.17%. Status of the Offering As of November 12, 2019, the Company had sold an aggregate of shares of its common stock (consisting of Class A shares, Class T shares, and Class I shares) in the Offering resulting in net proceeds of to the Company as payment for such shares. Distributions On November 12, 2019, the board of directors authorized, and the Company declared, distributions for the period from November 15, 2019 to February 14, 2020, in an amount equal to $0.004493151 per day per share (or approximately $1.64 on an annual basis). Distributions will be payable by the 5 th |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with U.S. GAAP. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet. Management believes that the estimates utilized in preparing the consolidated financial statements are reasonable. As such, actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and any single member limited liability companies or other entities which are consolidated in accordance with U.S. GAAP. The Company consolidates variable interest entities (“VIEs”) where it is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All intercompany balances are eliminated in consolidation. |
Variable Interest Entities | Variable Interest Entities The Company determines if an entity is a VIE in accordance with guidance in Accounting Standards Codification (“ASC”) Topic 810, Consolidation If an entity is determined to be a VIE, the Company then determines whether to consolidate the entity as the primary beneficiary. The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity. The Company evaluates all of its investments to determine if they are VIEs utilizing judgments and estimates that are inherently subjective. If different judgments or estimates were used for these evaluations, it could result in differing conclusions as to whether or not an entity is a VIE and whether or not to consolidate such entity. As of September 30, 2019, the Company concluded that it did not have any investments in VIEs. |
Voting Interest Entities | Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company will not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. The Company performs ongoing reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and vice versa. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. |
Prepaid Expense | Prepaid Expenses Prepaid expenses consist of prepaid insurance. |
Commercial Mortgage Loans, Held for Investment | Commercial Mortgage Loans, Held for Investment Commercial mortgage loans are generally intended to be held for investment and, accordingly, are carried at cost, net of unamortized loan fees, premiums, discounts and unfunded commitments. Commercial mortgage loans, held for investment that are deemed to be impaired are carried at amortized cost less a loan loss reserve, if deemed appropriate. Commercial mortgage loans where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value. As of September 30, 2019, the Company has originated two mezzanine loans and classified them as held for investment. Mezzanine Loans The Company has originated mezzanine loans to entities that are members of commercial real estate property owners. The mezzanine loans are secured by a pledge against the borrower’s equity in the property owner and are subordinate to senior debt. The mezzanine loans are senior to any preferred equity or common equity in the property (see Note 3 – Commercial Mortgage Loans, Held for Investment for further information). |
Loan Participations Sold | Loan Participations Sold The Company has partially financed its Commercial mortgage loans, held for investment, through the sale of participating mezzanine loan interests to CFI. To the extent that U.S. GAAP does not recognize a sale resulting from the loan participation interests sold, the Company does not derecognize the participation in the loan that it sold. Instead, the Company recognizes a loan participation sold liability in an amount equal to the principal of the loan participation sold. The Company continues to recognize interest income on the entire loan, including the interest attributable to the Loan participations sold (see Note 4 – Loan Participations Sold for further information). |
Revenue Recognition | Revenue Recognition Interest income is recognized when earned and accrued based on the outstanding accrual balance, and any related premium, discount, origination costs and fees are amortized over the term of the loan on a straight-line basis. The amortization is reflected as an adjustment to Interest income in earnings. The amortization of a premium or accretion of a discount is discontinued if such loan is reclassified to held for sale. |
Credit Losses and Impairment on Investments | Credit Losses and Impairment on Investments Loans are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loan loss reserves on a periodic basis. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the loan as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the credit quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a loan loss reserve is recorded with a corresponding charge to provision for loan losses. The loan loss reserve for each loan is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for a loan at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. A loan is written off when it is no longer realizable and/or legally discharged. As of September 30, 2019, no impairment has been identified for loans that are held for investment. There are no loans that have been classified as past due or in non-accrual status as of September 30, 2019. |
Risks and Uncertainties | Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk include Cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions. |
Due From Related Party | Due from Related Party Due from related party includes amounts owed to the Company by CFI pursuant to the terms of the Sponsor Support Agreement for the reimbursement of selling commissions and dealer manager fees, which at September 30, 2019 and December 31, 2018 was $4,500 and $10,012, respectively. The amounts of Sponsor Support outstanding at September 30, 2019 and December 31, 2018 were received by the Company during October 2019 and January 2019, respectively. |
Due To Related Party | Due to Related Party Due to related party is comprised of amounts contractually owed by the Company for various services provided to the Company from a related party, which at September 30, 2019 and December 31, 2018 was $259,440 and $151,621, respectively. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses is comprised of amounts owed by the Company for compensation to the Company’s independent board of directors relating to pro-rated annual compensation as well as attendance at meetings of the board of directors, which at September 30, 2019 and December 31, 2018, was $26,884 and $22,384, respectively. |
Organization and Offering Costs | Organization and Offering Costs The Advisor has agreed to pay, on behalf of the Company, all organizational and offering costs (including legal, accounting, and other costs attributable to the Company’s organization and offering, but excluding upfront selling commissions, dealer manager fees and distribution fees) (“O&O Costs”) through the first anniversary of the date on which the Company satisfied the Minimum Offering Requirement, which was June 28, 2019 (the “Escrow Break Anniversary”). After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but it is not required to do so. Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for payment of the O&O Costs ratably over a 36-month period; provided, however, that the Company will not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed 1% of gross proceeds of the Offering (the “1% Cap”), as of such payment date. To the extent the Advisor pays such additional O&O Costs, the Company will be obligated to reimburse the Advisor subject to the 1% Cap. Any amounts not reimbursed in any period shall be included in determining any reimbursement liability for a subsequent period. As of September 30, 2019, the Advisor has continued to pay all O&O Costs on behalf of the Company. As of September 30, 2019 and December 31, 2018, the Advisor has incurred $5,715,904 and $4,587,373, respectively, of O&O Costs on the Company’s behalf. The Company’s obligation is limited to the 1% Cap, less any reimbursement payments made by the Company to the Advisor for O&O costs incurred, which at September 30, 2019 and December 31, 2018 was $96,799 and $39,406, respectively, and is included within Due to related party in the accompanying consolidated balance sheets were charged to stockholders’ equity As of September 30, 2019 and December 31, 2018, the Company has made reimbursement payments of $10,034 and $0, respectively, to the Advisor for O&O Costs incurred. |
Income Taxes | Income Taxes For tax years beginning after December 31, 2018, the Company intends to elect to be taxed as a REIT and to comply with the related provisions under the Internal Revenue Code of 1986, as amended. Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income, share ownership, minimum distribution and other requirements 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. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company may also be subject to certain state, local and franchise taxes. If the Company fails to meet these requirements, it will be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company’s estimates under different assumptions or conditions. |
Earnings Per Share | Earnings Per Share Basic net income (loss) per share of common stock is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period, including common stock equivalents. As of September 30, 2019 and December 31, 2018, there were no material common stock equivalents that would have a dilutive effect on net income (loss) per share for common stockholders. All classes of common stock are allocated net income (loss) at the same rate per share. For the three and nine months ended September 30, 2019, basic and diluted net income per common share was $0.44 and $1.41, respectively. For the three and nine months ended September 30, 2018, basic and diluted net loss per common share was $0.31 and $4.09, respectively. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . The ASU replaced certain previously existing revenue recognition guidance. Beginning January 1, 2018, companies are required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also includes additional disclosure requirements. The standard could have been adopted either retrospectively to prior reporting periods presented or as a cumulative effect adjustment as of the date of adoption. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Leases Leases (Topic 842): Narrow-Scope Improvements for Lessors Leases (Topic 842), Codification Improvements, The guidance in ASUs 2016-02, 2018-10, 2018-11 and 2018-20 was effective beginning January 1, 2019, with early adoption permitted; whereas the guidance in ASU 2019-01 is effective beginning January 1, 2020, with early adoption permitted. abovementioned January 1, 2019 using Therefore, New Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses Leases Leases In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments In addition, in May 2019, the FASB issued ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief . The amendments in this ASU allow entities, upon adoption of ASU No. 2016-13, to irrevocably elect the fair value option for financial instruments that were previously carried at amortized cost and are eligible for the fair value option under ASC 825-10, Financial Instruments: Overall . The amendments in ASUs No. 2018-19, 2019-04 and 2019-05 are required to be adopted concurrently with the guidance in ASU No. 2016-13. The Company plans to adopt the standards on their required effective date. Management is continuing to implement the new credit losses guidance, including the assessment of the impact of the new guidance on the Company’s unaudited consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities Consolidation In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates |
Commercial Mortgage Loans, Held
Commercial Mortgage Loans, Held for Investment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Information of Loan | The following table provides certain information about the Delshah Loan: Loan Type Loan Amount Loan Term Fixed Rate Coupon Amortization Loan-to-Value (1) Mezzanine Loan $ 18,000,000 10 years 9.10% subject to a potential increase on September 22, 2023 Interest only 83.14% Note: (1) Loan-to-Value is calculated as of the date the Delshah Loan was originated. |
Schedule of Activity on Loan | The following table summarizes the activity on the loans at September 30, 2019. Activity Delshah Loan RIT Participation Interest % Total Delshah Loan East 12th Street Loan RIT Participation Interest % Total East 12th Street Loan Total Loans Total Loan Amount $ 18,000,000 $ 18,000,000 $ 8,990,000 $ 8,990,000 $ 26,990,000 Initial Funding 18,000,000 100.00 % 18,000,000 6,830,000 100.00 % 6,830,000 24,830,000 Interest Participation Sale (17,100,000 ) -95.00 % — (5,435,000 ) -79.58 % — — Ownership 900,000 5.00 % 18,000,000 1,395,000 20.42 % 6,830,000 24,830,000 Advance for Interest Shortfall — — — 691,513 — 691,513 691,513 Interest Participation Sale - Interest Shortfall — — — (174,044 ) — — — RIT Interest Participation Purchase 1,530,000 8.50 % — 5,609,044 79.58 % — — Ownership $ 2,430,000 13.50 % $ 18,000,000 $ 7,521,513 100.00 % $ 7,521,513 $ 25,521,513 |
Schedule of Concentration of Credit Risk | The following table presents the geography and property type of collateral underlying the Company’s Commercial mortgage loans, held for investment as a percentage of the loan’s carrying value as of September 30, 2019 and December 31, 2018: Geography Collateral Property Type Percentage New York Multifamily 100% |
East 12th Street Loan | |
Schedule of Information of Loan | The following table provides certain information about the East 12 th Loan Type Loan Amount Initial Funding Loan Term Floating Rate Coupon Amortization Loan-to-Value (1) Mezzanine Loan $ 8,990,000 $ 6,830,000 3 years with two, 1-year extension options LIBOR +9.25% Interest only 84.28% Note: (1) Loan-to-Value is calculated as of the date the East 12 th |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Adjustment to Discounts to Net Asset Value Per Share of Share Class Repurchased by Shareholders | • adjustment to the discounts to NAV per share of the share class being repurchased by the Company from its shareholders as follows: Holding Period Original Repurchase Price as a Percentage of NAV Amended and Restated Repurchase Price as a Percentage of NAV Less than 1 Year No repurchase allowed 96 % 1 Year 96 % 97 % 2 Years 97 % 98 % 3 Years 98 % 99 % 4 Years 99 % 100 % 5 Years and longer 100 % 100 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Fees and Expenses Incurred | The following table summarizes the above mentioned fees and expenses incurred by the Company for the nine months ended September 30, 2019: Due to related party as of Nine Months ended September 30, 2019 Due to related party as of Type of Fee or Reimbursement Financial Statement Location December 31, 2018 Incurred Paid September 30, 2019 Management Fees Asset management fees Management fees $ 3,730 $ 67,067 $ 62,144 $ 8,653 Organization, Offering and Operating Expense Reimbursements Operating expenses (1) General and administrative expenses 108,485 — — 108,485 Organization expenses (2) General and administrative expenses 449 — 97 352 Offering costs (2) Additional paid-in capital 38,957 67,427 9,937 96,447 Commissions and Fees Selling commissions and dealer manager fees, net Additional paid-in capital — 217,328 217,328 — Distribution fees Additional paid-in capital — 46,376 873 45,503 Total $ 151,621 $ 398,198 $ 290,379 $ 259,440 Note: (1) As of September 30, 2019, the Advisor has incurred, on behalf of the Company, a total of $2,520,296 in Unreimbursed Operating Expenses, including a total of $1,325,593 during the nine months ended September 30, 2019 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement. (2) As of September 30, 2019, the Advisor has incurred, on behalf of the Company, a total of $5,715,904 of O&O Costs, of which the Company’s obligation is limited to $96,799, pursuant to the 1% Cap. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Principal Balance, Carrying Value, and Fair Value of Company's Financial Assets and Liabilities | The following table details the principal balance, carrying value, and fair value of the Company’s financial assets and liabilities as of September 30, 2019: Fair Value Principal Balance Carrying Value Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 684,814 $ 684,814 $ 684,814 $ — $ — $ 684,814 Commercial mortgage loans, held for investment $ 25,521,513 $ 25,521,513 $ — $ — $ 25,521,513 $ 25,521,513 Liabilities Loan participations sold $ 15,570,001 $ 15,570,001 $ — $ — $ 15,570,001 $ 15,570,001 The following table details the principal balance, carrying value, and fair value of the Company’s financial assets and liabilities as of December 31, 2018: Fair Value Principal Balance Carrying Value Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 179,251 $ 179,251 $ 179,251 $ — $ — $ 179,251 Commercial mortgage loans, held for investment $ 24,886,944 $ 24,886,944 $ — $ — $ 24,886,944 $ 24,886,944 Liabilities Loan participations sold $ 21,023,435 $ 21,023,435 $ — $ — $ 21,023,435 $ 21,023,435 |
Organization and Business Pur_2
Organization and Business Purpose - Additional Information (Details) | Jun. 28, 2018USD ($)$ / shares | Jan. 19, 2016USD ($)shares | Sep. 30, 2019USD ($)ResidentialUnitshares | Jun. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Jun. 30, 2018USD ($)shares | Sep. 30, 2019USD ($)SegmentResidentialUnit | Dec. 31, 2018USD ($) |
Schedule Of Organization And Basis Of Presentation [Line Items] | ||||||||
Date of incorporation | Jan. 19, 2016 | |||||||
State of incorporation | MD | |||||||
Number of reportable segments | Segment | 1 | |||||||
Stock issued during period, new issues, value | $ 1,875,336 | $ 2,023,354 | $ 2,804,900 | $ 2,000,000 | ||||
Investment in operating partnership by company | $ 1,000 | $ 1,000 | ||||||
Delshah Loan | Mezzanine Borrower | ||||||||
Schedule Of Organization And Basis Of Presentation [Line Items] | ||||||||
Mezzanine loan | $ 18,000,000 | $ 18,000,000 | ||||||
Number of real estate properties acquired | ResidentialUnit | 28 | 28 | ||||||
Delshah Loan | Mezzanine Borrower | East 12th Street Loan | ||||||||
Schedule Of Organization And Basis Of Presentation [Line Items] | ||||||||
Mezzanine loan | $ 8,990,000 | $ 8,990,000 | ||||||
Loan funded at closing | 6,830,000 | 6,830,000 | ||||||
Loan funded | 7,520,000 | $ 7,520,000 | ||||||
Class A Common Stock | ||||||||
Schedule Of Organization And Basis Of Presentation [Line Items] | ||||||||
Stock issued during period, new issues, value | $ 200,001 | $ 367 | $ 676 | $ 1,159 | ||||
Stock issued during period, new issues, shares | shares | 8,180 | 36,637 | 67,641 | 115,947 | ||||
Class I | ||||||||
Schedule Of Organization And Basis Of Presentation [Line Items] | ||||||||
Stock issued during period, new issues, value | $ 21 | $ 76 | $ 800 | |||||
Stock issued during period, new issues, shares | shares | 2,138 | 7,524 | 80,000 | |||||
Class I | Minimum Offering Requirement | ||||||||
Schedule Of Organization And Basis Of Presentation [Line Items] | ||||||||
Stock issued during period, new issues, value | $ 2,000,000 | |||||||
Common stock, Per share | $ / shares | $ 25 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018$ / shares | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018$ / shares | Dec. 31, 2018USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||
Investments in VIEs | $ 0 | $ 0 | |||
Loans impairment | 0 | 0 | |||
Loans classified as past due | 0 | 0 | |||
Loans classified as non-accrual status | 0 | 0 | |||
Due to related party | 259,440 | 259,440 | $ 151,621 | ||
Accounts payable and accrued expenses | $ 26,884 | $ 26,884 | $ 22,384 | ||
Minimum percentage of taxable income annually distributed to shareholders to qualify as REIT | 90.00% | ||||
Net income (loss) per common share - basic and diluted | $ / shares | $ 0.44 | $ (0.31) | $ 1.41 | $ (4.09) | |
Offering Costs | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Due to related party | $ 106,384 | $ 106,384 | $ 38,957 | ||
CFI | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Due from related party | 4,500 | $ 4,500 | 10,012 | ||
Advisor | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Period of reimbursement for payment of organization and offering costs | 36 months | ||||
Advisor | Organization and Offering Costs Payable | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Initial O&O Costs incurred by advisor on behalf of Company | $ 5,715,904 | 4,587,373 | |||
Advisor | Initial Public Offering | Organization and Offering Costs Payable | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Due to related party | 96,799 | 96,799 | 39,406 | ||
Reimbursement payments for costs incurred | 10,034 | 0 | |||
Advisor | Initial Public Offering | Organizational Costs | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Due to related party | 449 | 449 | 449 | ||
Advisor | Initial Public Offering | Offering Costs | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Due to related party | $ 106,384 | $ 106,384 | $ 38,957 | ||
Advisor | Initial Public Offering | Maximum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Percentage of organization and offering costs to gross offering proceeds | 1.00% | 1.00% | |||
Mezzanine Loans | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Number of Mezzanine loans originated | 2 |
Commercial Mortgage Loans, He_2
Commercial Mortgage Loans, Held for Investment - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019USD ($)ft² | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)ft²ResidentialUnitCommercialUnit. | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Nov. 01, 2018 | Sep. 21, 2018 | |
Accounts Notes And Loans Receivable [Line Items] | |||||||
Interest income, net | $ 256,878 | $ 2,048 | $ 619,256 | $ 2,048 | |||
Interest income | 639,172 | 40,950 | 1,883,475 | 40,950 | |||
Interest income related to loan participation sold | 382,294 | 38,902 | $ 1,264,219 | 38,902 | |||
East 12th Street Loan | |||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||
Percentage of equity interests pledged | 100.00% | ||||||
Term Loan Duration | 3 years | ||||||
Loans participation agreement percentage | 20.42% | ||||||
Interest income, net | 219,565 | 0 | $ 522,465 | 0 | |||
Interest income | 220,572 | 0 | 641,325 | 0 | |||
Interest income related to loan participation sold | 1,007 | 0 | $ 118,860 | 0 | |||
Term loan duration description | The term of the East 12th Street Loan is three years, with two 1-year options to extend | ||||||
Interest Payment | 968,487 | $ 968,487 | |||||
Total funded loan amount | 7,521,513 | 7,521,513 | |||||
Capital expenditure, broker commissions and tenant improvements | 500,000 | $ 500,000 | |||||
East 12th Street Loan | Mezzanine Borrower | |||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||
Percentage of equity interests pledged | 100.00% | ||||||
Term loan duration description | 3 years with two, 1-year extension options | ||||||
Loan funded at closing | $ 6,830,000 | $ 6,830,000 | |||||
Amount of Loan held back | 1,660,000 | ||||||
Unfunded amount of loan used to pay for capital expenditure, broker commissions and tenant improvements | 500,000 | ||||||
Accrued Interest | $ 0 | ||||||
CFI | East 12th Street Loan | |||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||
Loans participation agreement percentage | 79.58% | ||||||
Ownership percentage | 100.00% | 100.00% | 37.22% | ||||
Additional funding for interest shortfall | $ 691,513 | $ 691,513 | |||||
Beneficial interests acquired, purchase price | $ 5,609,044 | $ 5,609,044 | $ 1,150,000 | ||||
Delshah Loan | |||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||
Percentage of equity interests pledged | 100.00% | ||||||
Number of residential units | ResidentialUnit | 207 | ||||||
Number of commercial units | CommercialUnit. | 19 | ||||||
Area of real estate property acquired | ft² | 167,499 | 167,499 | |||||
Debt instrument, interest rate, increase (decrease) | 2.75% | ||||||
Percentage of equity interests pledged | 100.00% | ||||||
Term Loan Duration | 10 years | ||||||
Loans participation agreement percentage | 5.00% | ||||||
Proceeds from contributions from affiliates | $ 900,000 | ||||||
Interest income, net | $ 37,313 | 2,048 | 96,791 | 2,048 | |||
Interest income | 418,600 | 40,950 | 1,242,150 | 40,950 | |||
Interest income related to loan participation sold | 381,287 | $ 38,902 | $ 1,145,359 | $ 38,902 | |||
Delshah Loan | Mezzanine Borrower | |||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||
Term Loan Duration | 10 years | ||||||
Delshah Loan | CFI | |||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||
Loans participation agreement percentage | 95.00% | ||||||
Proceeds from contributions from affiliates | $ 17,100,000 | ||||||
Additional Participation Interest On Loans | $ 1,530,000 | $ 1,530,000 | $ 400,000 | ||||
Ownership percentage | 13.50% | 13.50% | 7.22% | ||||
Delshah Loan | Year One to Five | |||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||
Debt instrument, interest rate during period | 9.10% | ||||||
Delshah Loan | End Of Year Five | |||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||
Debt instrument, interest rate during period | 9.10% | ||||||
Debt instrument, payment terms | greater of (i) 9.10% or (ii) 275 basis points over the then existing five year U.S. Treasury Note Yield (the “Mortgage Loan Interest Rate | ||||||
Delshah Loan | Beginning Of Year Six | |||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||
Debt instrument, interest rate during period | 10.10% | ||||||
Debt instrument, payment terms | greater of (i) 10.10% or (ii) 565 basis points over the Mortgage Loan Interest Rate | ||||||
Debt instrument, interest rate, increase (decrease) | 5.65% |
Commercial Mortgage Loans, He_3
Commercial Mortgage Loans, Held for Investment - Schedule of Information of Loan (Details) | 9 Months Ended | |
Sep. 30, 2019USD ($) | ||
East 12th Street Loan | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Loan Term | 3 years | |
Loan Term | The term of the East 12th Street Loan is three years, with two 1-year options to extend | |
Mezzanine Borrower | East 12th Street Loan | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Loan Amount | $ 8,990,000 | |
Loan-to-Value(1) | 84.28% | [1] |
Initial Funding | $ 6,830,000 | |
Loan Term | 3 years with two, 1-year extension options | |
Floating Rate Coupon Description | LIBOR +9.25% | |
Delshah Loan | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Loan Term | 10 years | |
Delshah Loan | Mezzanine Borrower | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Loan Amount | $ 18,000,000 | |
Loan Term | 10 years | |
Fixed Rate Coupon Description | 9.10% subject to a potential increase on September 22, 2023 | |
Loan-to-Value(1) | 83.14% | [2] |
[1] | Loan-to-Value is calculated as of the date the East 12th Street Loan was originated and only includes amounts funded on the date of origination. | |
[2] | Loan-to-Value is calculated as of the date the Delshah Loan was originated. |
Commercial Mortgage Loans, He_4
Commercial Mortgage Loans, Held for Investment - Schedule of Activity on Loan (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Loan Amount | $ 26,990,000 |
Loan | Delshah Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | 18,000,000 |
Loan Amount | 18,000,000 |
Loan | East 12th Street Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | 8,990,000 |
Loan Amount | 8,990,000 |
Initial Funding | |
Accounts Notes And Loans Receivable [Line Items] | |
Loan Amount | 24,830,000 |
Initial Funding | Delshah Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ 18,000,000 |
RIT Participation Interest % | 100.00% |
Loan Amount | $ 18,000,000 |
Initial Funding | East 12th Street Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ 6,830,000 |
RIT Participation Interest % | 100.00% |
Loan Amount | $ 6,830,000 |
Interest Participation Sale | Delshah Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ (17,100,000) |
RIT Participation Interest % | (95.00%) |
Interest Participation Sale | East 12th Street Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ (5,435,000) |
RIT Participation Interest % | (79.58%) |
Ownership | |
Accounts Notes And Loans Receivable [Line Items] | |
Loan Amount | $ 24,830,000 |
Ownership | Delshah Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ 900,000 |
RIT Participation Interest % | 5.00% |
Loan Amount | $ 18,000,000 |
Ownership | East 12th Street Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ 1,395,000 |
RIT Participation Interest % | 20.42% |
Loan Amount | $ 6,830,000 |
Interest Shortfall | |
Accounts Notes And Loans Receivable [Line Items] | |
Loan Amount | 691,513 |
Interest Shortfall | East 12th Street Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | 691,513 |
Loan Amount | 691,513 |
Interest Participation Sale Interest Shortfall | East 12th Street Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | (174,044) |
RIT Interest Participation Purchase | Delshah Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ 1,530,000 |
RIT Participation Interest % | 8.50% |
RIT Interest Participation Purchase | East 12th Street Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ 5,609,044 |
RIT Participation Interest % | 79.58% |
Ownership | |
Accounts Notes And Loans Receivable [Line Items] | |
Loan Amount | $ 25,521,513 |
Ownership | Delshah Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ 2,430,000 |
RIT Participation Interest % | 13.50% |
Loan Amount | $ 18,000,000 |
Ownership | East 12th Street Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Delshah Loan | $ 7,521,513 |
RIT Participation Interest % | 100.00% |
Loan Amount | $ 7,521,513 |
Commercial Mortgage Loans, He_5
Commercial Mortgage Loans, Held for Investment - Schedule of Concentration of Credit Risk (Details) - New York | 9 Months Ended |
Sep. 30, 2019 | |
Accounts Notes And Loans Receivable [Line Items] | |
Collateral Property Type | Multifamily |
Percentage | 100.00% |
Loan Participation Sold - Addit
Loan Participation Sold - Additional Information (Details) - USD ($) | Nov. 01, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Delshah Loan | |||
Loan Participations Sold [Line Items] | |||
Loans participation agreement percentage | 13.50% | 7.22% | |
Beneficial interests acquired, purchase price | $ 1,530,000 | $ 400,000 | |
Total funded loan amount | $ 2,430,000 | $ 1,300,000 | |
Delshah Loan | |||
Loan Participations Sold [Line Items] | |||
Loans participation agreement percentage | 5.00% | ||
Proceeds from contributions from affiliates | $ 900,000 | ||
Delshah Loan | CFI | |||
Loan Participations Sold [Line Items] | |||
Loans participation agreement percentage | 95.00% | ||
Proceeds from contributions from affiliates | $ 17,100,000 | ||
East 12th Street Loan | |||
Loan Participations Sold [Line Items] | |||
Loans participation agreement percentage | 20.42% | 100.00% | 37.22% |
Proceeds from contributions from affiliates | $ 1,395,000 | $ 7,521,513 | $ 2,563,509 |
Beneficial interests acquired, purchase price | 5,609,044 | 1,150,000 | |
Proceeds from contributions from affiliates | $ 517,469 | $ 18,509 | |
East 12th Street Loan | CFI | |||
Loan Participations Sold [Line Items] | |||
Loans participation agreement percentage | 79.58% | ||
Proceeds from contributions from affiliates | $ 5,435,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) | Aug. 31, 2019 | Jun. 28, 2018 | Nov. 30, 2017 | Jan. 19, 2016 | Feb. 14, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Aug. 14, 2019 |
Stockholders Equity [Line Items] | ||||||||||||
Stock issued during period, new issues, value | $ 1,875,336 | $ 2,023,354 | $ 2,804,900 | $ 2,000,000 | ||||||||
Common stock, shares authorized | 410,000,000 | 410,000,000 | ||||||||||
Offering period | 2 years | |||||||||||
Closing date of offering | May 2, 2020 | |||||||||||
Description of offering | The Offering is a continuous offering that will end no later than two years after the effective date of the Offering, or May 2, 2020, unless extended by the Company’s board of directors for up to an additional one year or beyond, as permitted by the SEC. | |||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||
Stock issued during period, new issues | 441,526 | 161,268 | ||||||||||
Net proceeds from sale of common stock | $ 10,379,845 | $ 3,900,801 | ||||||||||
Distributions declared | $ 445,366 | $ 56,766 | ||||||||||
Distributions payable | $ 57,713 | $ 57,713 | $ 22,214 | |||||||||
Distribution reinvestment | $ 39,158 | 3,368 | ||||||||||
Notice period to amend, suspend or terminate share repurchase program | 10 days | |||||||||||
Investment in Operating Partnership by subsidiary of Sponsor, Rodin Income Trust OP Holdings, LLC (the "Special Unit Holder") | $ 1,000 | $ 1,000 | ||||||||||
Amended and Restated Share Repurchase Program | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Percentage of weighted average number of shares outstanding available for repurchase | 5.00% | |||||||||||
Repurchase of shares to combined net asset value of classes of shares aggregate value percentage | 2.00% | 10.00% | ||||||||||
Scenario Forecast | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Distributions declared | $ 0.004493151 | |||||||||||
CFI and Company Reimbursement Agreement | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Cumulative, non-compounded annual pre-tax return | 6.50% | 6.50% | ||||||||||
Class I Common Stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock issued during period, new issues, value | $ 21 | 76 | $ 800 | |||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||
Stock issued during period, new issues | 97,232 | 87,139 | ||||||||||
Dividends payable, amount per share per Day | $ 0.004357260 | |||||||||||
Class I Common Stock | Scenario Forecast | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Dividends payable, amount per share per Day | 0.004493151 | |||||||||||
Class T Common Stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock issued during period, new issues, value | $ 402 | 85 | ||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Stock issued during period, new issues | 48,698 | |||||||||||
Dividends payable, amount per share per Day | 0.004357260 | |||||||||||
Class T Common Stock | Scenario Forecast | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Dividends payable, amount per share per Day | 0.004493151 | |||||||||||
Class A Common Stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock issued during period, new issues, value | $ 200,001 | $ 367 | $ 676 | $ 1,159 | ||||||||
Common stock, shares authorized | 160,000,000 | 160,000,000 | 160,000,000 | |||||||||
Stock issued during period, new issues | 295,596 | 74,129 | ||||||||||
Dividends payable, amount per share per Day | $ 0.004357260 | |||||||||||
Class A Common Stock | Scenario Forecast | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Dividends payable, amount per share per Day | $ 0.004493151 | |||||||||||
DRP | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Per share purchase price for shares of common stock in IPO | $ 23.39 | $ 23.39 | ||||||||||
Primary Offering | Class I Common Stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Per share purchase price for shares of common stock in IPO | 23.39 | 23.39 | ||||||||||
Primary Offering | Class T Common Stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Per share purchase price for shares of common stock in IPO | 23.85 | 23.85 | ||||||||||
Primary Offering | Class A Common Stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Per share purchase price for shares of common stock in IPO | $ 24.62 | $ 24.62 | ||||||||||
Minimum Offering Requirement | Class I Common Stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock issued during period, new issues, value | $ 2,000,000 | |||||||||||
Maximum | CFI and Company Reimbursement Agreement | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | |||||||||||
Maximum | Class A and T | CFI and Company Reimbursement Agreement | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | |||||||||||
Maximum | Class I Common Stock | CFI and Company Reimbursement Agreement | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 1.50% | |||||||||||
Maximum | Class I Common Stock | Sponsor and Company Distribution Support Agreement | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Purchase of shares by CFI | $ 5,000,000 | |||||||||||
Maximum | DRP | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock issued during period, new issues, value | $ 250,000,000 | $ 250,000,000 | ||||||||||
Maximum | Offering | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock issued during period, new issues, value | 1,250,000,000 | |||||||||||
Maximum | Primary Offering | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Stock issued during period, new issues, value | $ 1,000,000,000 |
Stockholder's Equity - Adjustme
Stockholder's Equity - Adjustment to Discounts to Net Asset Value Per Share of Share Class Repurchased by Shareholders (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders Equity [Line Items] | |
Repurchase Price as a Percentage of NAV, Holding Period, Less than 1 Year | 0.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 1 Year | 96.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 2 Years | 97.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 3 Years | 98.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 4 Years | 99.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 5 Years and longer | 100.00% |
Amended and Restated Share Repurchase Program | |
Stockholders Equity [Line Items] | |
Repurchase Price as a Percentage of NAV, Holding Period, Less than 1 Year | 96.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 1 Year | 97.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 2 Years | 98.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 3 Years | 99.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 4 Years | 100.00% |
Repurchase Price as a Percentage of NAV, Holding Period, 5 Years and longer | 100.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 12, 2019 | Sep. 28, 2019 | Sep. 27, 2019 | Nov. 30, 2017 | Jan. 19, 2016 | Oct. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | $ 259,440 | $ 259,440 | $ 151,621 | ||||||||||||
Disposition fee as percentage of contract sales price | 1.00% | 1.00% | |||||||||||||
Disposition fee threshold as percentage of contract sales price | 6.00% | ||||||||||||||
Selling commissions payable | $ 316,570 | 47,700 | |||||||||||||
Sponsor Support fees | 59,492 | 7,950 | |||||||||||||
Management fees | $ 26,859 | $ 313 | 67,067 | $ 313 | |||||||||||
Sponsor support payment received related to dealer manager fees | 248,858 | 47,364 | |||||||||||||
Stock issued during period, new issues, value | 1,875,336 | $ 2,023,354 | $ 2,804,900 | $ 2,000,000 | |||||||||||
Class T Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, new issues, value | $ 402 | $ 85 | |||||||||||||
Stock issued during period, new issues, shares | 40,209 | 8,480 | |||||||||||||
Class I Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, new issues, value | $ 21 | $ 76 | $ 800 | ||||||||||||
Stock issued during period, new issues, shares | 2,138 | 7,524 | 80,000 | ||||||||||||
Class A Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, new issues, value | $ 200,001 | $ 367 | $ 676 | $ 1,159 | |||||||||||
Stock issued during period, new issues, shares | 8,180 | 36,637 | 67,641 | 115,947 | |||||||||||
Subsequent Event | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds remaining sponsor support for dealer manager fees | $ 4,500 | ||||||||||||||
Stock issued during period, new issues, shares | 459,699 | ||||||||||||||
Subsequent Event | Class T Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, new issues, shares | 55,194 | ||||||||||||||
Subsequent Event | Class I Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, new issues, shares | 99,500 | ||||||||||||||
Subsequent Event | Class A Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, new issues, shares | 305,005 | ||||||||||||||
Operating Expense | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | [1] | $ 108,485 | 108,485 | $ 108,485 | |||||||||||
Unreimbursed Operating Expense | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | 2,520,296 | 2,520,296 | |||||||||||||
Current portion, due to related parties | $ 1,325,593 | $ 1,325,593 | |||||||||||||
Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Disposition fee as percentage of principal amount of debt | 1.00% | ||||||||||||||
Initial Public Offering | Class T Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Per share purchase price for shares of common stock in IPO | $ 23.85 | $ 23.85 | |||||||||||||
Initial Public Offering | Class I Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Per share purchase price for shares of common stock in IPO | 23.39 | 23.39 | |||||||||||||
Initial Public Offering | Class A Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Per share purchase price for shares of common stock in IPO | $ 24.62 | $ 24.62 | |||||||||||||
Initial Public Offering | Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, new issues, value | $ 1,000,000,000 | ||||||||||||||
Advisor | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Asset management fee, amount paid monthly one-twelfth | 1.20% | 1.25% | |||||||||||||
Related party transaction expenses from transactions with related party | $ 108,485 | ||||||||||||||
Cumulative, non-compounded annual pre-tax return | 6.50% | 6.50% | |||||||||||||
Reimbursable operating expenses | $ 0 | 118,636 | $ 0 | 118,636 | |||||||||||
Advisor | Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of average invested assets | 2.00% | ||||||||||||||
Percentage of net income | 25.00% | ||||||||||||||
Advisor | Maximum | Operating Expense | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Net asset value per share, reimbursement limitation | $ 25 | $ 25 | |||||||||||||
Advisor | Initial Public Offering | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Estimated percentage of organization and offering expense of gross offering proceeds | 1.00% | ||||||||||||||
Percentage of additional cost obligation reimbursement | 100.00% | ||||||||||||||
Cost reimbursement period | 36 months | ||||||||||||||
Advisor | Initial Public Offering | Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of organization and offering costs to gross offering proceeds | 1.00% | 1.00% | |||||||||||||
Advisor And Dealer Manager | Initial Public Offering | Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of organization and offering costs to gross offering proceeds of offering | 15.00% | ||||||||||||||
Dealer Manager | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Management fees | $ 253,358 | $ 55,626 | |||||||||||||
Dealer Manager | Class T Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Annual distribution fee percentage | 1.00% | ||||||||||||||
Payment of distribution fees | $ 731 | 0 | $ 873 | 0 | |||||||||||
Distribution fees due | $ 45,503 | $ 45,503 | 0 | ||||||||||||
Dealer Manager | Subsequent Event | Class T Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Payment of distribution fees | $ 718 | ||||||||||||||
Dealer Manager | Maximum | Class T Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of underwriting compensation - gross proceeds of IPO | 10.00% | ||||||||||||||
Percentage of underwriting compensation - total gross investment | 10.00% | ||||||||||||||
Dealer Manager | Maximum | Class I Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of underwriting compensation - gross proceeds of IPO | 10.00% | ||||||||||||||
Dealer Manager | Maximum | Class A Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of underwriting compensation - gross proceeds of IPO | 10.00% | ||||||||||||||
CFI | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from sponsor support from CFI | $ 308,350 | 53,564 | |||||||||||||
Sponsor support reimbursed by CFI | 59,492 | 6,200 | |||||||||||||
Stock issued during period, new issues, value | $ 2,200,001 | ||||||||||||||
Stock issued during period, new issues, shares | 88,180 | ||||||||||||||
CFI | Class I Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, new issues, value | $ 2,000,000 | ||||||||||||||
Stock issued during period, new issues, shares | 80,000 | ||||||||||||||
CFI | Class A Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, new issues, value | $ 200,001 | $ 200,001 | |||||||||||||
Stock issued during period, new issues, shares | 8,180 | 8,180 | |||||||||||||
Per share purchase price for shares of common stock in IPO | $ 24.45 | ||||||||||||||
CFI | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Cumulative, non-compounded annual pre-tax return | 6.50% | 6.50% | |||||||||||||
Proceeds from sponsor support from CFI | $ 308,350 | ||||||||||||||
CFI | Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | ||||||||||||||
CFI | Maximum | Class T Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 1.50% | ||||||||||||||
CFI | East 12th Street Loan | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Beneficial interests acquired, purchase price | $ 4,459,044 | $ 4,459,044 | |||||||||||||
Increase in Participation Liabilities | $ 7,521,513 | ||||||||||||||
Ownership percentage | 100.00% | 100.00% | |||||||||||||
CFI | Delshah Loan | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Beneficial interests acquired, purchase price | $ 1,130,000 | $ 1,130,000 | |||||||||||||
Increase in Participation Liabilities | $ 2,430,000 | ||||||||||||||
Ownership percentage | 13.50% | 13.50% | |||||||||||||
Organization and Offering Costs Payable | Advisor | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Organization and offering costs incurred by advisor on behalf of Company | $ 5,715,904 | 4,587,373 | |||||||||||||
Organization and Offering Costs Payable | Advisor | Initial Public Offering | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | $ 96,799 | 96,799 | 39,406 | ||||||||||||
Reimbursement payments for costs incurred | 10,034 | 0 | |||||||||||||
Organizational Costs | General and Administrative Expenses | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | 449 | 449 | 449 | ||||||||||||
Organizational Costs | Advisor | Initial Public Offering | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | 449 | 449 | 449 | ||||||||||||
Offering Costs | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | 106,384 | 106,384 | 38,957 | ||||||||||||
Offering Costs | Advisor | Initial Public Offering | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | 106,384 | 106,384 | 38,957 | ||||||||||||
Distribution Fee Payable | Dealer Manager | Class T Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | 718 | $ 718 | $ 0 | ||||||||||||
Advisor | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Commercial real estate related loans, origination fee percentage | 1.00% | ||||||||||||||
Advisor | Mezzanine Borrower | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Origination fees paid by Mezzanine borrower | 0 | 0 | $ 0 | 0 | |||||||||||
Asset Management Agreement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Asset management fee, amount paid monthly one-twelfth | 1.20% | 1.25% | |||||||||||||
Due to related party | 8,653 | 8,653 | |||||||||||||
Related party transaction expenses from transactions with related party | $ 26,859 | $ 313 | $ 67,067 | $ 313 | |||||||||||
CFI and Company Reimbursement Agreement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Cumulative, non-compounded annual pre-tax return | 6.50% | 6.50% | |||||||||||||
CFI and Company Reimbursement Agreement | Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | ||||||||||||||
CFI and Company Reimbursement Agreement | Maximum | Class I Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 1.50% | ||||||||||||||
CFI and Company Reimbursement Agreement | Maximum | Common Class A and Class T | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | ||||||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Class I Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Selling commissions payable | $ 0 | ||||||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Initial Public Offering | Maximum | Class T Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of selling commissions on gross offering proceeds | 2.00% | ||||||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Initial Public Offering | Maximum | Class I Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of dealer manager fee on gross offering proceeds | 1.50% | ||||||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Initial Public Offering | Maximum | Class A Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of selling commissions on gross offering proceeds | 5.00% | ||||||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Initial Public Offering | Maximum | Common Class A and Class T | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of selling commissions on gross offering proceeds | 1.00% | ||||||||||||||
Percentage of dealer manager fee on gross offering proceeds | 3.00% | ||||||||||||||
[1] | As of September 30, 2019, the Advisor has incurred, on behalf of the Company, a total of $2,520,296 in Unreimbursed Operating Expenses, including a total of $1,325,593 during the nine months ended September 30, 2019 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement |
Related Party Transactions - Su
Related Party Transactions - Summary of Fees and Expenses Incurred (Details) | 9 Months Ended | |
Sep. 30, 2019USD ($) | ||
Related Party Transaction [Line Items] | ||
Fees and expenses, Due to related party | $ 151,621 | |
Fees, expenses and recoveries, Incurred | 398,198 | |
Fees and expenses, Paid | 290,379 | |
Fees and expenses, Due to related party | 259,440 | |
Asset Management Fees | ||
Related Party Transaction [Line Items] | ||
Fees and expenses, Due to related party | 3,730 | |
Fees, expenses and recoveries, Incurred | 67,067 | |
Fees and expenses, Paid | 62,144 | |
Fees and expenses, Due to related party | 8,653 | |
Operating Expense | ||
Related Party Transaction [Line Items] | ||
Fees and expenses, Due to related party | 108,485 | [1] |
Fees and expenses, Due to related party | 108,485 | [1] |
Organization Expenses | ||
Related Party Transaction [Line Items] | ||
Fees and expenses, Due to related party | 449 | [2] |
Fees and expenses, Paid | 97 | [2] |
Fees and expenses, Due to related party | 352 | [2] |
Offering Costs | ||
Related Party Transaction [Line Items] | ||
Fees and expenses, Due to related party | 38,957 | [2] |
Fees, expenses and recoveries, Incurred | 67,427 | [2] |
Fees and expenses, Paid | 9,937 | [2] |
Fees and expenses, Due to related party | 96,447 | [2] |
Selling Commissions And Dealer Manager Fees Net | ||
Related Party Transaction [Line Items] | ||
Fees, expenses and recoveries, Incurred | 217,328 | |
Fees and expenses, Paid | 217,328 | |
Distribution Fees | ||
Related Party Transaction [Line Items] | ||
Fees, expenses and recoveries, Incurred | 46,376 | |
Fees and expenses, Paid | 873 | |
Fees and expenses, Due to related party | $ 45,503 | |
[1] | As of September 30, 2019, the Advisor has incurred, on behalf of the Company, a total of $2,520,296 in Unreimbursed Operating Expenses, including a total of $1,325,593 during the nine months ended September 30, 2019 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement | |
[2] | As of September 30, 2019, the Advisor has incurred, on behalf of the Company, a total of $5,715,904 of O&O Costs, of which the Company’s obligation is limited to $96,799, pursuant to the 1% Cap. |
Related Party Transactions - _2
Related Party Transactions - Summary of Fees and Expenses Incurred (Parenthetical) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 259,440 | $ 151,621 |
Advisor | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses from transactions with related party | 108,485 | |
Advisor | O&O Costs | ||
Related Party Transaction [Line Items] | ||
Due to related party | 96,799 | |
Organization and offering costs incurred by advisor on behalf of Company | $ 5,715,904 | |
Advisor | O&O Costs | Maximum | ||
Related Party Transaction [Line Items] | ||
Percentage of cap on organization and offering cost | 1.00% | |
Unreimbursed Operating Expense | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 2,520,296 | |
Related party transaction expenses from transactions with related party | $ 1,325,593 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - East 12th Street Loan | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Commitments And Contingencies [Line Items] | |
Interest Payment | $ 968,487 |
Total funded loan amount | 7,521,513 |
Capital expenditure, broker commissions and tenant improvements | 500,000 |
Mezzanine Borrower | |
Commitments And Contingencies [Line Items] | |
Loan funded at closing | 6,830,000 |
Amount of Loan held back | 1,660,000 |
Unfunded amount of loan used to pay for capital expenditure, broker commissions and tenant improvements | 500,000 |
Accrued Interest | 0 |
CFI | |
Commitments And Contingencies [Line Items] | |
Additional funding for interest shortfall | $ 691,513 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Estimated fair value of commercial mortgage loan, held for investment | $ 25,521,513 | $ 24,886,944 |
Estimated fair value of loan participations sold | $ 15,570,001 | $ 21,023,435 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Principal Balance, Carrying Value, and Fair Value of the Company's Financial Assets and Liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Commercial mortgage loan, held for investment | $ 25,521,513 | $ 24,886,944 |
Liabilities | ||
Loan participations sold | 15,570,001 | 21,023,435 |
Assets | ||
Cash and cash equivalents | 684,814 | 179,251 |
Commercial mortgage loans, held for investment | 25,521,513 | 24,886,944 |
Liabilities | ||
Loan participations sold | 15,570,001 | 21,023,435 |
Carrying Value | ||
Assets | ||
Cash and cash equivalents | 684,814 | 179,251 |
Commercial mortgage loan, held for investment | 25,521,513 | 24,886,944 |
Liabilities | ||
Loan participations sold | 15,570,001 | 21,023,435 |
Fair Value | ||
Assets | ||
Cash and cash equivalents | 684,814 | 179,251 |
Commercial mortgage loan, held for investment | 25,521,513 | 24,886,944 |
Liabilities | ||
Loan participations sold | 15,570,001 | 21,023,435 |
Fair Value | Level 1 | ||
Assets | ||
Cash and cash equivalents | 684,814 | 179,251 |
Fair Value | Level 3 | ||
Assets | ||
Commercial mortgage loan, held for investment | 25,521,513 | 24,886,944 |
Liabilities | ||
Loan participations sold | $ 15,570,001 | $ 21,023,435 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Nov. 12, 2019 | Jan. 19, 2016 | Feb. 14, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Nov. 14, 2019 | Oct. 01, 2019 |
Subsequent Event [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ 6,484,941 | $ 2,000,222 | ||||||||||
Distributions declared | $ 445,366 | $ 56,766 | ||||||||||
Scenario Forecast | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Distributions declared | $ 0.004493151 | |||||||||||
Distributions declared on an annual basis | $ 1.64 | |||||||||||
Class A Common Stock | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, new issues, shares | 8,180 | 36,637 | 67,641 | 115,947 | ||||||||
Class T Common Stock | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, new issues, shares | 40,209 | 8,480 | ||||||||||
Class I Common Stock | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, new issues, shares | 2,138 | 7,524 | 80,000 | |||||||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, new issues, shares | 459,699 | |||||||||||
Proceeds from issuance of common stock | $ 10,798,816 | |||||||||||
Subsequent Event | Class A Common Stock | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, new issues, shares | 305,005 | |||||||||||
Subsequent Event | Class T Common Stock | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, new issues, shares | 55,194 | |||||||||||
Subsequent Event | Class I Common Stock | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, new issues, shares | 99,500 | |||||||||||
Subsequent Event | East 12th Street Loan | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Additional funding for interest shortfall | $ 148,574 | |||||||||||
Total funded loan amount | $ 7,670,087 | |||||||||||
Subsequent Event | Delshah Mezzanine Loan | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Beneficial interests acquired, purchase price | $ 300,000 | |||||||||||
Ownership percentage | 15.17% |