Document and Entity Information
Document and Entity Information - shares | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Nov. 02, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | Q3 | ||
Trading Symbol | CK0001684682 | ||
Entity Registrant Name | CNL STRATEGIC CAPITAL, LLC | ||
Entity Central Index Key | 1,684,682 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Class FA | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,266,260 | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 50,875 | ||
Class T | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 27,662 | ||
Class I | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 162,697 | ||
Class D | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 103,508 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Assets and Liabilities - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Investments at fair value (amortized cost of $76,774,339 and $— as of September 30, 2018 and December 31, 2017, respectively) | $ 81,544,212 | $ 0 |
Cash and cash equivalents | 12,379,168 | 199,683 |
Deferred offering expenses | 58,309 | 317 |
Prepaid expenses and other assets | 111,798 | 0 |
Total assets | 94,093,487 | 200,000 |
Liabilities | ||
Net due to related parties (Note 5) | 487,514 | 0 |
Distributions payable | 333,772 | 0 |
Accounts payable and other accrued expenses | 324,098 | 0 |
Accrued directors' fees | 10,944 | 0 |
Total liabilities | 1,156,328 | 0 |
Commitments and contingencies (Note 8) | ||
Members’ Equity (Net Assets) | ||
Preferred shares, $0.001 par value 50,000,000 shares authorized and unissued | 0 | 0 |
Capital in excess of par value | 88,223,220 | 199,992 |
Distributable earnings | (4,710,419) | 0 |
Total Members’ Equity | 92,937,159 | 200,000 |
Net assets, Total Members’ Equity | 92,937,159 | 200,000 |
Class FA | ||
Members’ Equity (Net Assets) | ||
Common shares | 3,266 | 8 |
Net assets, Total Members’ Equity | 86,246,002 | 200,000 |
Class A | ||
Members’ Equity (Net Assets) | ||
Common shares | 13 | 0 |
Net assets, Total Members’ Equity | 337,819 | 0 |
Class T | ||
Members’ Equity (Net Assets) | ||
Common shares | 20 | 0 |
Net assets, Total Members’ Equity | 528,019 | 0 |
Class D | ||
Members’ Equity (Net Assets) | ||
Common shares | 81 | 0 |
Net assets, Total Members’ Equity | 2,131,602 | 0 |
Class I | ||
Members’ Equity (Net Assets) | ||
Common shares | 140 | 0 |
Net assets, Total Members’ Equity | $ 3,693,717 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Assets and Liabilities (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Amortized cost | $ 76,774,339 | $ 0 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, shares issued | 50,000,000 | |
Class FA | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,400,000 | 3,400,000 |
Common stock, shares issued | 3,266,260 | 8,000 |
Common stock, shares outstanding | 3,266,260 | 8,000 |
Class A | ||
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 94,660,000 | |
Common stock, shares issued | 12,856 | |
Common stock, shares outstanding | 12,856 | |
Class T | ||
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 662,620,000 | |
Common stock, shares issued | 20,033 | |
Common stock, shares outstanding | 20,033 | |
Class D | ||
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 94,660,000 | |
Common stock, shares issued | 81,346 | |
Common stock, shares outstanding | 81,346 | |
Class I | ||
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 94,660,000 | |
Common stock, shares issued | 140,242 | |
Common stock, shares outstanding | 140,242 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Investment Income | ||
Interest income | $ 1,292,957 | $ 3,284,236 |
Dividend income | 658,067 | 1,418,990 |
Total investment income | 1,951,024 | 4,703,226 |
Operating Expenses | ||
Organization and offering expenses | 210,288 | 749,082 |
Base management fees | 211,025 | 494,561 |
Total return incentive fees | 453,874 | 762,609 |
Professional services | 139,828 | 373,238 |
Director fees and expenses | 51,130 | 133,410 |
General and administrative expenses | 16,909 | 109,522 |
Custodian and accounting fees | 32,097 | 96,530 |
Insurance expenses | 46,966 | 75,043 |
Annual distribution and shareholder servicing fees | 1,781 | 1,833 |
Other | 0 | 317 |
Total operating expenses | 1,163,898 | 2,796,145 |
Expense support | (234,565) | (421,923) |
Net expenses | 929,333 | 2,374,222 |
Net investment income | 1,021,691 | 2,329,004 |
Net change in unrealized appreciation on investments | 3,317,000 | 4,769,873 |
Net increase in net assets resulting from operations | $ 4,338,691 | $ 7,098,877 |
Common stock per share information–basic and diluted: | ||
Net investment income per share (usd per share) | $ 0.30 | $ 0.70 |
Basic and diluted earnings per share (usd per share) | $ 1.28 | $ 2.14 |
Weighted average number of common shares outstanding (basic and diluted) (in shares) | 3,386,842 | 3,320,882 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Net Assets | 8 Months Ended |
Sep. 30, 2018USD ($) | |
Operations: | |
Net investment income | $ 2,329,004 |
Net change in unrealized appreciation on investments | 4,769,873 |
Net increase in net assets resulting from operations | 7,098,877 |
Distributions to shareholders: | |
Distributions | 2,388,458 |
Net decrease in net assets resulting from distributions to shareholders | (2,388,458) |
Capital share transactions: | |
Issuance of shares of common stock through Private Placement and Public Offering | 87,982,987 |
Issuance of shares of common stock through distribution reinvestment plan | 43,753 |
Net increase in net assets resulting from capital share transactions | 88,026,740 |
Total increase in net assets | 92,737,159 |
Net assets at beginning of period | 200,000 |
Net assets at end of period | 92,937,159 |
Class FA | |
Distributions to shareholders: | |
Distributions | 2,344,214 |
Capital share transactions: | |
Net assets at end of period | 86,246,002 |
Class A | |
Distributions to shareholders: | |
Distributions | 1,351 |
Capital share transactions: | |
Net assets at end of period | 337,819 |
Class T | |
Distributions to shareholders: | |
Distributions | 2,601 |
Capital share transactions: | |
Net assets at end of period | 528,019 |
Class D | |
Distributions to shareholders: | |
Distributions | 11,133 |
Capital share transactions: | |
Net assets at end of period | 2,131,602 |
Class I | |
Distributions to shareholders: | |
Distributions | 29,159 |
Capital share transactions: | |
Net assets at end of period | $ 3,693,717 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Cash Flows - USD ($) | 8 Months Ended |
Sep. 30, 2018 | |
Operating Activities: | |
Net increase in net assets resulting from operations | $ 7,098,877 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | |
Purchases of investments, net | (74,374,339) |
Net change in unrealized appreciation on investments | (4,769,873) |
Amortization of deferred offering expenses | 624,972 |
Increase in due to related parties | 487,514 |
Increase in accrued directors' fees | 10,944 |
Increase in accounts payable and other accrued expenses | 324,098 |
Increase in deferred offering expenses | (682,964) |
Increase in prepaid expenses and other assets | (111,798) |
Net cash used in operating activities | (71,392,569) |
Financing Activities: | |
Proceeds from issuance of common shares | 85,582,987 |
Distributions paid, net of distributions reinvested | (2,010,933) |
Net cash provided by financing activities | 83,572,054 |
Net increase in cash and cash equivalents | 12,179,485 |
Cash and cash equivalents, beginning of period | 199,683 |
Cash and cash equivalents, end of period | 12,379,168 |
Supplemental disclosure of cash flow information and non-cash financing activities: | |
Distributions reinvested | 43,753 |
Amounts incurred but not paid (including amounts due to related parties): | |
Distributions payable | 333,772 |
Offering costs | 20,618 |
Non-cash contribution from Sub-Manager | 2,400,000 |
Non-cash purchase of investments | $ (2,400,000) |
Condensed Consolidated Statem_6
Condensed Consolidated Statement of Cash Flows (Parenthetical) | 8 Months Ended |
Sep. 30, 2018USD ($) | |
Statement of Cash Flows [Abstract] | |
TOTAL INVESTMENTS–87.7% | $ 76,774,339 |
Non-cash contribution from Sub-Manager | (2,400,000) |
Noncash or Part Noncash Acquisition, Investments Acquired | $ 2,400,000 |
Condensed Consolidated Schedule
Condensed Consolidated Schedule of Investments | 8 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Cost | $ 76,774,339 | $ 76,774,339 |
TOTAL INVESTMENTS–87.7% | 76,774,339 | |
Fair Value | 81,544,212 | 81,544,212 |
OTHER ASSETS IN EXCESS OF LIABILITIES–12.3% | 11,392,947 | 11,392,947 |
NET ASSETS–100.0% | 92,937,159 | 92,937,159 |
Polyform Products, Co. | ||
Cost | 15,600,000 | 15,600,000 |
Lawn Doctor | ||
Cost | 30,500,000 | 30,500,000 |
Total Senior Secured Loans | ||
Cost | 30,700,000 | 30,700,000 |
Fair Value | $ 30,700,000 | $ 30,700,000 |
Senior Secured Loan – First Lien–16.9% | ||
Interest rate | 16.00% | 16.00% |
Cost | $ 15,700,000 | $ 15,700,000 |
Fair Value | 15,700,000 | 15,700,000 |
Senior Secured Loan – First Lien–16.9% | Polyform Products, Co. | Hobby Goods and Supplies | ||
No. Shares/ Principal Amount | 15,700,000 | 15,700,000 |
Cost | 15,700,000 | 15,700,000 |
Fair Value | $ 15,700,000 | 15,700,000 |
Senior Secured Loan – Second Lien–16.1% | ||
Interest rate | 16.00% | |
Cost | $ 15,000,000 | 15,000,000 |
Fair Value | 15,000,000 | 15,000,000 |
Senior Secured Loan – Second Lien–16.1% | Lawn Doctor | Commercial and Professional Services | ||
No. Shares/ Principal Amount | 15,000,000 | 15,000,000 |
Cost | 15,000,000 | 15,000,000 |
Fair Value | 15,000,000 | 15,000,000 |
Equity–54.7% | ||
Cost | 46,074,339 | 46,074,339 |
Fair Value | 50,844,212 | 50,844,212 |
Equity–54.7% | Polyform Products, Co. | Hobby Goods and Supplies | ||
No. Shares/ Principal Amount | 10,820 | 10,820 |
Cost | 15,598,788 | 15,598,788 |
Fair Value | 15,756,212 | 15,756,212 |
Equity–54.7% | Lawn Doctor | Commercial and Professional Services | ||
No. Shares/ Principal Amount | 7,746 | 7,746 |
Cost | 30,475,551 | 30,475,551 |
Fair Value | $ 35,088,000 | $ 35,088,000 |
Condensed Consolidated Schedu_2
Condensed Consolidated Schedule of Investments (Parenthetical) | Sep. 30, 2018 |
Fair Value Percentage of Net Assets | 87.70% |
OTHER ASSETS IN EXCESS OF LIABILITIES, Percentage | 12.30% |
NET ASSETS, Percentage | 100.00% |
Senior secured debt - first lien | |
Fair Value Percentage of Net Assets | 16.90% |
Senior Secured Loan – Second Lien–16.1% | |
Fair Value Percentage of Net Assets | 16.10% |
Equity–54.7% | |
Fair Value Percentage of Net Assets | 54.70% |
Principal Business and Organiza
Principal Business and Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principal Business and Organization | Principal Business and Organization CNL Strategic Capital, LLC (the “Company”) is a limited liability company that primarily seeks to acquire and grow durable, middle-market businesses. The Company is externally managed by CNL Strategic Capital Management, LLC (the “Manager”), an entity that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Manager is controlled by CNL Financial Group, LLC, a private investment management firm specializing in alternative investment products. The Company has engaged the Manager under a management agreement (the “Management Agreement”) pursuant to which the Manager is responsible for the overall management of the Company’s activities. The Manager has engaged Levine Leichtman Strategic Capital, LLC (the “Sub-Manager”), a registered investment advisor, under a sub-management agreement (the “Sub-Management Agreement”) pursuant to which the Sub-Manager is responsible for the day-to-day management of the Company’s assets. The Sub-Manager is an affiliate of Levine Leichtman Capital Partners, Inc. The Company targets, for acquisition, businesses that are highly cash flow generative with annual revenues of primarily between $25 million and $500 million . The Company’s business strategy is to acquire controlling equity stakes in combination with loan positions in middle-market businesses. The Company’s business strategy seeks to provide long-term capital appreciation and current income, while protecting invested capital. In addition, and to a lesser extent, the Company intends to acquire other debt and minority equity positions, which may include acquiring debt in the secondary market as well as minority equity stakes and loan positions via co-investments with other funds managed by affiliates of the Sub-Manager. The Company expects that these positions will comprise a minority of its total assets. The Company was formed as a Delaware limited liability company on August 9, 2016 and intends to operate its business in a manner that will permit it to avoid registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company commenced operations on February 7, 2018, as described below. The Company offered through a private placement (the “Private Placement”) up to $85 million of Class FA limited liability company interests (the “Class FA” shares, or the “founder shares”) and up to $115 million of Class A limited liability company interests (the “Class A” shares) (one of the classes of shares that constitute non-founder shares). On February 7, 2018, the Company met the minimum offering requirement of $80 million in Class FA shares under the Private Placement, at which point the Company commenced operations, and it issued approximately 3.3 million Class FA shares at $25.00 per Class FA share resulting in gross proceeds of approximately $81.7 million . No Class A shares were sold or issued under the Private Placement. In October 2016, the Company confidentially submitted a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the proposed offering of shares of its limited liability company interests (the “Public Offering” and together with the Private Placement, the “Offerings”). The Registration Statement for the Public Offering was declared effective by the SEC on March 7, 2018. Through its Public Offering, the Company is offering, in any combination, four classes of shares: Class A shares, Class T shares, Class D shares and Class I shares (collectively, the “non-founder shares” and together with the Founder Shares, the “Shares”). See Note 7. “Capital Transactions” for additional information related to the Offerings. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as contained in the Financial Accounting Standards Board Accounting Standards Codification (the “Codification” or “ASC”), which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Although the Company is organized and intends to conduct its business in a manner so that it is not required to register as an investment company under the Investment Company Act, its financial statements are prepared using the specialized accounting principles of ASC Topic 946 to utilize investment company accounting. The Company obtains funds through the issuance of equity interests to multiple unrelated investors, and provides such investors with investment management services. Further, the Company’s business strategy is to acquire interests in middle-market businesses to provide current income and long term capital appreciation, while protecting invested capital. Overall, the Company believes that the use of investment company accounting on a fair value basis is consistent with the management of its assets on a fair value basis, and makes the Company’s financial statements more useful to investors and other financial statement users in facilitating the evaluation of an investment in the Company as compared to other investment products in the marketplace. Principles of Consolidation Under ASC Topic 946, “Financial Services—Investment Companies” (“ASC Topic 946”) the Company is precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit the Company. In accordance therewith, the Company has consolidated the results of its wholly owned subsidiaries which provide services to the Company in its condensed consolidated financial statements. However, the Company has not consolidated the results of its subsidiaries in which the Company holds debt and equity investments. All intercompany account balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash consists of demand deposits at commercial banks. Use of Estimates Management makes estimates and assumptions related to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare the financial statement in conformity with generally accepted accounting principles. Actual results could differ from those estimates. Valuation of Investments ASC Topic 820 clarifies that the fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or owes the liability. ASC Topic 820 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets. An active market is defined as a market in which transactions for the asset or liability occur with sufficient pricing information on an ongoing basis. Publicly listed equity and debt securities and listed derivatives that are traded on major securities exchanges and publicly traded equity options are generally valued using Level 1 inputs. If a price for an asset cannot be determined based upon this established process, it shall then be valued as a Level 2 or Level 3 asset. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include the following: (i) quoted prices for similar assets in active markets; (ii) quoted prices for identical or similar assets in markets that are not active; (iii) inputs that are derived principally from or corroborated by observable market data by correlation or other means; and (iv) inputs other than quoted prices that are observable for the assets. Fixed income and derivative assets, where there is an observable secondary trading market and through which pricing inputs are available through pricing services or broker quotes, are generally valued using Level 2 inputs. If a price for an asset cannot be determined based upon this established process, it shall then be valued as a Level 3 asset. Level 3 – Unobservable inputs for the asset or liability being valued. Unobservable inputs will be used to measure fair value to the extent that observable inputs are not available and such inputs will be based on the best information available in the circumstances, which under certain circumstances might include the Manager’s or the Sub-Manager’s own data. Level 3 inputs may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. Certain assets may be valued based upon estimated value of underlying collateral and include adjustments deemed necessary for estimates of costs to obtain control and liquidate available collateral. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence. Debt and equity investments in private companies or assets valued using the market or income approach are generally valued using Level 3 inputs. In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each asset. The Company’s board of directors is responsible for determining in good faith the fair value of the Company’s investments in accordance with the valuation policy and procedures approved by the board of directors, based on, among other factors, the input of the Manager, the Sub-Manager, its audit committee, and the independent third-party valuation firm. The determination of the fair value of the Company’s assets requires judgment, especially with respect to assets for which market prices are not available. For most of the Company’s assets, market prices will not be available. Due to the inherent uncertainty of determining the fair value of assets that do not have a readily available market value, the fair value of the assets may differ significantly from the values that would have been used had a readily available market value existed for such assets, and the differences could be material. Because the calculation of the Company’s net asset value is based, in part, on the fair value of its assets, the Company’s calculation of net asset value is subjective and could be adversely affected if the determinations regarding the fair value of its assets were materially higher than the values that the Company ultimately realizes upon the disposal of such assets. Furthermore, through the valuation process, the Company’s board of directors may determine that the fair value of the Company’s assets differs materially from the values that were provided by the independent valuation firm. The Company may also look to private merger and acquisition statistics, public trading multiples adjusted for illiquidity and other factors, valuations implied by third-party investments in the businesses or industry practices in determining fair value. The Company may also consider the size and scope of a business and its specific strengths and weaknesses, as well as any other factors it deems relevant in assessing the value. Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments The Company will measure realized gains or losses as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in asset values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. Income Recognition Interest Income – Interest income is recorded on an accrual basis to the extent that the Company expects to collect such amounts. The Company does not accrue as a receivable interest on loans and debt securities for accounting purposes if it has reason to doubt its ability to collect such interest. The Company places loans on non-accrual status when principal and interest are past due 90 days or more or when there is a reasonable doubt that the Company will collect principal or interest. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are generally restored to accrual status when past due principal and interest amounts are paid and, in management’s judgment, are likely to remain current. To date, the Company has not experienced any past due payments on any of its loans. Dividend Income – Dividend income is recorded on the record date for privately issued securities, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from an equity investment is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments as dividend income unless there is sufficient current or accumulated earnings prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. To date, all distributions have been classified as dividend income. Paid in Capital – The Company records the proceeds from the sale of its common shares on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding upfront selling commissions and dealer manager fees. Organization and Offering Expenses Organization expenses are expensed on the Company’s statements of operations as incurred. Offering expenses, which consist of amounts incurred for items such as legal, accounting, regulatory and printing work incurred related to the Offerings, are capitalized on the Company’s statements of assets and liabilities as deferred offering expenses and expensed to the Company’s statements of operations over the lesser of the offering period or 12 months; however, the end of the deferral period will not exceed 12 months from the date the offering expense is incurred by the Manager and the Sub-Manager. Annual Distribution and Shareholder Servicing Fees Under the Public Offering, the Company pays annual distribution and shareholder servicing fees with respect to its Class T and Class D shares, as described further below in Note 5. "Related Party Transactions." The Company records the annual distribution and shareholder servicing fees, which accrue daily, in its statements of operations as they are incurred. Allocation of Profit and Loss Class-specific expenses, including base management fees, total return incentive fees, organization and offering expenses, annual distribution and shareholder servicing fees, expense support and certain transfer agent fees, are allocated to each share class of common shares in accordance with how such fees are attributable to the particular share classes, as determined by the Company's board of directors, the Company's governing agreements and, in certain cases, expenses which are specifically identifiable to a specific share class. Income and expenses which are not class-specific are allocated monthly pro rata among the share classes based on shares outstanding as of the end of the month. Earnings per Share and Net Investment Income per Share Earnings per share and net investment income per share are calculated for each share class of common shares based upon the weighted average number of common shares outstanding during the reporting period. Distributions In March 2018, the Company’s board of directors began to declare cash distributions to shareholders based on weekly record dates and such distributions are expected to be paid on a monthly basis. Distributions are made on all classes of the Company’s shares at the same time. U.S. Federal Income Taxes The Company expects that it will operate so that it will qualify to be treated for U.S. federal income tax purposes as a partnership, and not as an association or a publicly traded partnership taxable as a corporation. Generally, the Company will not be taxable as a corporation if 90% or more of its gross income for each taxable year consists of “qualifying income” (generally, interest (other than interest generated from a financial business), dividends, real property rents, gain from the sale of assets that produce qualifying income and certain other items) and the Company is not required to register under the Investment Company Act (the “qualifying income exception”). Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement," which eliminates certain disclosures, including the amounts of and reasons for transfers between Level 1 and Level 2, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. Additionally, ASU 2018-13 modifies certain disclosure requirements and clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2019 with early adoption permitted. The Company has not adopted this ASU; however its adoption is not expected to have a significant impact on the Company's consolidated financial position, results of operations or cash flows. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments In October 2017, the Company entered into a merger agreement with LD Merger Sub, Inc., a wholly owned subsidiary of the Company, and LD Parent, Inc., the parent company of Lawn Doctor, Inc., (“Lawn Doctor”). The merger agreement was amended on February 6, 2018. On February 7, 2018, pursuant to the terms of the amended merger agreement and an exchange agreement between the Company and the Leichtman-Levine Living Trust, an affiliate of the Sub-Manager (the “Exchange Agreement”), the Company acquired an approximately 63.9% equity interest in Lawn Doctor from an affiliate of the Sub-Manager, through an investment consisting of common equity and a debt investment in the form of a secured second lien loan to Lawn Doctor. After the closing of the merger, the consummation of the equity contribution pursuant to the Exchange Agreement and subsequent purchases of common equity in Lawn Doctor by certain members of Lawn Doctor’s senior management team, the Company owns approximately 62.9% of the outstanding equity in Lawn Doctor. As of September 30, 2018 , the cost basis of the Company’s investments in Lawn Doctor was approximately $30.5 million of common equity and $15.0 million of a debt investment. In October 2017, the Company entered into a merger agreement with PFHI Merger Sub, Inc., a wholly owned subsidiary of the Company, and Polyform Holdings, Inc. (“Polyform”). The merger agreement was amended on February 6, 2018. On February 7, 2018, pursuant to the terms of the merger agreement, the Company acquired an approximately 87.1% equity interest in Polyform from an affiliate of the Sub-Manager, through an investment consisting of common equity and a debt investment in the form of a first lien secured term loan to Polyform. As of September 30, 2018 , the cost basis of the Company’s investments in Polyform, after purchase price adjustments, was approximately $15.6 million of common equity and $15.7 million of a debt investment. The debt investments in the form of a secured second lien loan to Lawn Doctor and in the form of a secured first lien loan to Polyform, as described above, accrue interest at a per annum rate of 16% . Each loan will mature in August 2023 . The note purchase agreements contain customary covenants and events of default. As of September 30, 2018 , the Company’s investment portfolio is summarized as follows: As of September 30, 2018 Asset Category Cost Fair Value Fair Value Percentage of Investment Portfolio Fair Value Percentage of Net Assets Senior debt Senior secured debt - first lien $ 15,700,000 $ 15,700,000 19.3 % 16.9 % Senior secured debt - second lien 15,000,000 15,000,000 18.3 16.1 Total senior debt 30,700,000 30,700,000 37.6 33.0 Equity 46,074,339 50,844,212 62.4 54.7 Total investments $ 76,774,339 $ 81,544,212 100.0 % 87.7 % As of September 30, 2018 , none of the Company’s debt investments were on non-accrual status. The industry and geographic dispersion of the Company’s investment portfolio as a percentage of total fair value of the Company’s investments as of September 30, 2018 were as follows: Industry As of September 30, 2018 Hobby Goods and Supplies 38.6 % Commercial and Professional Services 61.4 % Total 100.0 % Geographic Dispersion (1) As of September 30, 2018 United States 100.0 % Total 100.0 % (1) The geographic dispersion is determined by the portfolio company’s country of domicile or the jurisdiction of the security’s issuer. All investment positions held at September 30, 2018 were denominated in U.S. dollars. Summarized Operating Data The following tables present unaudited summarized operating data for Lawn Doctor and Polyform (the “initial businesses”) for the three months ended September 30, 2018 and for the period from February 7, 2018 (the date the Company acquired the initial businesses) to September 30, 2018 , and unaudited summarized balance sheet data as of September 30, 2018 : Lawn Doctor Summarized Operating Data (Unaudited) Three Months Ended September 30, 2018 Period February 7, 2018 (1) through September 30, 2018 Revenues $ 3,533,131 $ 11,672,567 Expenses (3,938,707 ) (11,461,377 ) Income before taxes (405,576 ) 211,190 Income tax benefit 122,186 75,919 Net (loss) income including non-controlling interest (283,390 ) 287,109 Loss attributable to non-controlling interest 24,589 47,027 Net (loss) income attributable to common shareholders $ (258,801 ) $ 334,136 Summarized Balance Sheet Data (Unaudited) As of September 30, 2018 Current assets $ 5,656,847 Non-current assets $ 90,998,574 Current liabilities $ 3,290,317 Non-current liabilities $ 50,371,401 Non-controlling interest $ (17,027 ) Stockholders' equity $ 43,010,730 Polyform Summarized Operating Data (Unaudited) Three Months Ended September 30, 2018 Period February 7, 2018 (1) through September 30, 2018 Revenues $ 3,442,541 $ 9,924,989 Expenses (3,756,836 ) (11,067,360 ) Net loss before taxes (314,295 ) (1,142,371 ) Income tax benefit 90,000 236,000 Net loss $ (224,295 ) $ (906,371 ) Summarized Balance Sheet Data (Unaudited) As of September 30, 2018 Current assets $ 5,705,532 Non-current assets $ 30,327,493 Current liabilities $ 1,181,726 Non-current liabilities $ 18,453,624 Stockholders’ equity $ 16,397,675 (1) February 7, 2018 is the date the Company acquired the portfolio companies. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s investments were categorized in the fair value hierarchy described in Note 2. “Significant Accounting Policies”, as follows as of September 30, 2018 : As of September 30, 2018 Description Level 1 Level 2 Level 3 Total Senior debt $ — $ — $ 30,700,000 $ 30,700,000 Equity — — 50,844,212 50,844,212 Total investments $ — $ — $ 81,544,212 $ 81,544,212 There were no transfers between Level 1, Level 2 or Level 3 during the period from February 7, 2018 (commencement of operations) through September 30, 2018 . The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of September 30, 2018 were as follows: September 30, 2018 Asset Group Fair Value Valuation Techniques Unobservable Inputs Range (Weighted Average) (1) Impact to Valuation from an Increase in Input (2) Senior Debt 30,700,000 Discounted Cash Flow Discount Rate 10.5% - 13.5% (11.4%) Decrease Equity 50,844,212 Discounted Cash Flow Discount Rate 10.5% - 13.5% (11.4%) Decrease Total $ 81,544,212 (1) Discount rates are relative to the enterprise value of the portfolio companies and are not the market yields on the associated debt investments. Weighted average amounts are based on the estimated fair values. (2) This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements. The preceding table represents the significant unobservable inputs as they relate to the Company’s determination of fair values for its investments categorized within Level 3 as of September 30, 2018 . In addition to the techniques and inputs noted in the table above, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the fair value estimates for the Company’s investments. Any significant increases or decreases in the unobservable inputs would result in significant increases or decreases in the fair value of the Company’s investments. Investments that do not have a readily available market value are valued utilizing a market approach, an income approach (i.e. discounted cash flow approach), a transaction approach, or a combination of such approaches, as appropriate. The market comparables approach uses prices, including third party indicative broker quotes, and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The transaction approach uses pricing indications derived from recent precedent merger and acquisition transactions involving comparable target companies. The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) that are discounted based on a required or expected discount rate to derive a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors the Company may take into account to determine the fair value of its investments include, as relevant: available current market data, including an assessment of the credit quality of the security’s issuer, relevant and applicable market trading and transaction comparables, applicable market yields and multiples, illiquidity discounts, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, data derived from merger and acquisition activities for comparable companies, and enterprise values, among other factors. The following tables provide reconciliations of investments for which Level 3 inputs were used in determining fair value for the three months ended September 30, 2018 and for the period from February 7, 2018 (commencement of operations) through September 30, 2018 : Three Months Ended September 30, 2018 Senior Debt Equity Total Fair value balance as of July 1, 2018 $ 30,700,000 $ 47,527,212 $ 78,227,212 Additions — — — Net change in unrealized appreciation (1) — 3,317,000 3,317,000 Fair value balance as of September 30, 2018 $ 30,700,000 $ 50,844,212 $ 81,544,212 Change in net unrealized appreciation in investments held as of September 30, 2018 (1) $ — $ 3,317,000 $ 3,317,000 Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Senior Debt Equity Total Fair value balance as of February 7, 2018 $ — $ — $ — Additions 30,700,000 46,074,339 76,774,339 Net change in unrealized appreciation (1) — 4,769,873 4,769,873 Fair value balance as of September 30, 2018 $ 30,700,000 $ 50,844,212 $ 81,544,212 Change in net unrealized appreciation in investments held as of September 30, 2018 (1) $ — $ 4,769,873 $ 4,769,873 (1) Included in net change in unrealized appreciation on investments in the consolidated statements of operations. All realized and unrealized gains and losses are included in earnings and are reported as separate line items within the Company’s statements of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of December 31, 2017, the Company had issued 4,000 shares of the Company’s Class FA shares, to each of the Manager and Sub-Manager, for an aggregate purchase price of $0.2 million (total of 8,000 Class FA shares). No selling commissions or placement agent fees were paid in connection with the issuances. On February 7, 2018, the Company commenced operations when it met the minimum offering requirement of $80.0 million in Class FA shares under its Private Placement. The $81.7 million in gross proceeds included a cash capital contribution of $2.4 million from the Manager in exchange for 96,000 Class FA shares and a cash capital contribution of $9.5 million from CNL Strategic Capital Investment, LLC, which is indirectly controlled by James M. Seneff, Jr., the chairman of the Company, in exchange for 380,000 Class FA shares. The $81.7 million also included 96,000 Class FA shares received in exchange for $2.4 million of non-cash consideration in the form of equity interests in Lawn Doctor received from an affiliate of the Sub-Manager pursuant to the Exchange Agreement. The $81.7 million in gross proceeds also included a cash capital contribution of approximately $0.4 million in exchange for 15,000 Class FA shares, from other individuals affiliated with the Manager. Individuals and entities affiliated with the Manager and Sub-Manager received distributions from the Company of approximately $0.2 million and $0.4 million during the three months ended September 30, 2018 and during the period from February 7, 2018 (commencement of operations) to September 30, 2018 , respectively. The Manager and Sub-Manager, along with certain affiliates of the Manager or Sub-Manager, will receive fees and compensation in connection with the Private Placement and Public Offering as well as the acquisition, management and sale of the assets of the Company, as follows: Placement Agent/Dealer Manager Commissions — Under the Private Placement, there was no selling commission for the sale of Class FA shares. Under the Public Offering, the Company will pay CNL Securities Corp. (the “Managing Dealer” in connection with the Public Offering and the “Placement Agent” in connection with the Private Placement), an affiliate of the Manager, a selling commission up to 6.00% of the sale price for each Class A share and 3.00% of the sale price for each Class T share sold in the Public Offering (excluding sales pursuant to the Company’s distribution reinvestment plan). The Managing Dealer may reallow all or a portion of the selling commissions to participating broker-dealers. Placement Agent/Dealer Manager Fee — Under the Private Placement, there was no placement agent fee for the sale of Class FA shares. Under the Public Offering, the Company will pay the Managing Dealer a dealer manager fee of 2.50% of the price of each Class A share and 1.75% of the price of each Class T share sold in the Public Offering (excluding sales pursuant to the Company’s distribution reinvestment plan). The Managing Dealer may reallow all or a portion of such dealer manager fees to participating broker-dealers. Annual Distribution and Shareholder Servicing Fee — Under the Public Offering, beginning in May 2018, the Company began paying the Managing Dealer an annual distribution and shareholder servicing fee, subject to certain limits, with respect to its Class T and Class D shares (excluding Class T Shares and Class D shares sold through the distribution reinvestment plan and those received as share distributions) in an annual amount equal to 1.00% and 0.50% , respectively, of its current net asset value per share, as disclosed in its periodic or current reports, payable on a monthly basis. The annual distribution and shareholder servicing fee will accrue daily and be paid monthly in arrears. The Managing Dealer may reallow all or a portion of the annual distribution and shareholder servicing fee to the broker-dealer who sold the Class T or Class D shares or, if applicable, to a servicing broker-dealer of the Class T or Class D shares or a fund supermarket platform featuring Class D shares, so long as the broker-dealer or financial intermediary has entered into a contractual agreement with the Managing Dealer that provides for such reallowance. The annual distribution and shareholder servicing fees is an ongoing fee that will be allocated among all Class T and Class D shares, respectively, and will not be paid at the time of purchase. Manager and/or Sub-Manager Organization and Offering Costs — Under each of the Private Placement and Public Offering, the Company will reimburse the Manager and its Sub-Manager, along with their respective affiliates, for the organization and offering costs (other than selling commissions and placement agent fees) they have incurred on the Company’s behalf only to the extent that such expenses do not exceed (A) 1.0% of the cumulative gross proceeds from the Private Placement and (B) 1.5% of the cumulative gross proceeds from the Public Offering. As of September 30, 2018 , the Company had incurred an obligation to reimburse the Manager and Sub-Manager for approximately $0.8 million in organization and offering costs based on actual amounts raised through its Offerings, of which $0.02 million was payable as of September 30, 2018 . The Manager and the Sub-Manager have incurred additional organization and offering costs of approximately $3.7 million on behalf of the Company in connection with the Public Offering (exceeding the 1.5% limitation) as of September 30, 2018 . These costs will be recognized by the Company in future periods as the Company receives future offering proceeds from its Public Offering to the extent such costs are within the 1.5% limitation. Base Management Fee to Manager and Sub-Manager — The Company will pay each of the Manager and the Sub-Manager 50% of the total base management fee for their services under the Management Agreement and the Sub-Management Agreement, subject to any reduction or deferral of any such fees pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement described below. The base management fee will be calculated for each share class at an annual rate of (i) for the non-founder shares of a particular class, 2% of the product of (x) the Company’s average gross assets and (y) the ratio of non-founder share Average Adjusted Capital (as defined below), for a particular class to total Average Adjusted Capital and (ii) for the founder shares, 1% of the product of (x) the Company’s average gross assets and (y) the ratio of outstanding founder share Average Adjusted Capital to total Average Adjusted Capital, in each case excluding cash, and will be payable monthly in arrears. The management fee for a certain month is calculated based on the average value of the Company’s gross assets at the end of that month and the immediately preceding calendar month. The determination of gross assets will reflect changes in the fair market value of the Company’s assets, which will not necessarily equal their notional value, reflecting both realized and unrealized capital appreciation or depreciation. Average Adjusted Capital of an applicable class is computed on the daily Adjusted Capital for such class for the actual number of days in such applicable month. The base management fee may be reduced or deferred by the Manager and the Sub-Manager under the Management Agreement and the Expense Support and Conditional Reimbursement Agreement described below. For purposes of this calculation, “Average Adjusted Capital” for an applicable class is computed on the daily Adjusted Capital for such class for the actual number of days in such applicable quarter. “Adjusted Capital” is defined as cumulative proceeds generated from sales of our shares of a particular share class (including proceeds from the sale of shares pursuant to the distribution reinvestment plan, if any), net of sales load (upfront selling commissions and dealer manager fees), if any, reduced for the full amounts paid for share repurchases pursuant to any share repurchase program, if any, for such class. The Company incurred base management fees of approximately $0.2 million and $0.5 million during the three months ended September 30, 2018 and the period from February 7, 2018 (commencement of operations) through September 30, 2018 , respectively, of which approximately $0.1 million was payable as of September 30, 2018 . Total Return Incentive Fee on Income to the Manager and Sub-Manager — The Company will also pay each of the Manager and the Sub-Manager 50% of the total return incentive fee for their services under the Management Agreement and the Sub-Management Agreement. The total return incentive fee will be based on the Total Return to Shareholders (as defined below) for each share class in any calendar year, payable annually in arrears. The Company will accrue (but not pay) the total return incentive fee on a quarterly basis, to the extent that it is earned, and will perform a final reconciliation and make required payments at completion of each calendar year. The total return incentive fee may be reduced or deferred by the Manager and the Sub-Manager under the Management Agreement and the Expense Support and Conditional Reimbursement Agreement described below. For purposes of this calculation, “Total Return to Shareholders” for any calendar quarter is calculated for each share class as the change in the net asset value for such share class plus total distributions for such share class calculated based on the Average Adjusted Capital for such class as of such calendar quarter end. The terms “Total Return to Non-founder Shareholders” and “Total Return to Founder Shareholders” means the Total Return to Shareholders specifically attributable to each particular share class of non-founder shares or founder shares, as applicable. The total return incentive fee for each share class will be calculated as follows: • No total return incentive fee will be payable in any calendar year in which the annual Total Return to Shareholders of a particular share class does not exceed 7% (the “Annual Preferred Return”). • As it relates to the non-founder shares, all of the Total Return to Shareholders with respect to each particular share class of non-founder shares, if any, that exceeds the annual preferred return, but is less than or equal to 8.75% , or the “non-founder breakpoint,” in any calendar year, will be payable to the Manager (“Non-founder Catch Up”). The Non-Founder Catch Up is intended to provide an incentive fee of 20% of the Total Return to Non-founder Shareholders of a particular share class once the Total Return to Non-founder Shareholders of a particular class exceeds 8.75% in any calendar year. • As it relates to founder shares, all of the Total Return to Founder Shareholders, if any, that exceeds the annual preferred return, but is less than or equal to 7.777% , or the “founder breakpoint,” in any calendar year, will be payable to the Manager (“Founder Catch Up”). The Founder Catch Up is intended to provide an incentive fee of 10% of the Total Return to Founder Shareholders once the Total Return to Founder Shareholders exceeds 7.777% in any calendar year. • For any quarter in which the Total Return to Shareholders of a particular share class exceeds the relevant breakpoint, the total return incentive fee of a particular share class shall equal, for non-founder shares, 20% of the Total Return to Non-founder Shareholders of a particular class, and for founder shares, 10% of the Total Return to Founder Shareholders, in each case because the annual preferred and relevant catch ups will have been achieved. • For purposes of calculating the Total Return to Shareholders, the change in the Company’s net asset value is subject to a High Water Mark. The “High Water Mark” is equal to the highest year-end net asset value, for each share class of the Company since inception, adjusted for any special distributions resulting from the sale of the Company’s assets, provided such adjustment is approved by the Company’s board of directors. If, as of each calendar year end, the Company’s net asset value for the applicable share class is (A) above the High Water Mark, then, for such calendar year, the Total Return to Shareholders calculation will include the increase in the Company’s net asset value for such share class in excess of the High Water Mark, and (B) if the Company’s net asset value for the applicable share class is below the High Water Mark, for such calendar year, (i) any increase in the Company’s per share net asset value will be disregarded in the calculation of Total Return to Shareholders for such share class while (ii) any decrease in the Company’s per share net asset value will be included the calculation of Total Return to Shareholders for such share class. For the year ending December 31, 2018, the High Water Mark will be $24.75 . For purposes of this calculation, “Average Adjusted Capital” for an applicable class is computed on the daily Adjusted Capital for such class for the actual number of days in such applicable quarter. The annual preferred return of 7% and the relevant breakpoints of 8.75% and 7.777% , respectively, are also adjusted for the actual number of days in each calendar year, measured as of each calendar quarter end. The Company incurred total return incentive fees of approximately $0.5 million and $0.8 million during three months ended September 30, 2018 and the period from February 7, 2018 (commencement of operations) to September 30, 2018 , respectively, all of which was payable as of September 30, 2018 . The total return incentive fee is payable annually in arrears subject to a final calculation at the completion of each calendar year. Reimbursement to Manager and Sub-Manager for Operating Expenses — The Company will reimburse the Manager and the Sub-Manager and their respective affiliates for certain operating costs and expenses of third parties incurred in connection with their provision of services to the Company, including fees, costs, expenses, liabilities and obligations relating to the Company’s activities, acquisitions, dispositions, financings and business, subject to the terms of the Company’s limited liability company agreement, the Management Agreement, the Sub-Management Agreement and the Expense Support and Conditional Reimbursement Agreement (as defined below). The Company will not reimburse the Manager and Sub-Manager for administrative services performed by the Manager or Sub-Manager for the benefit of the Company. Expense Support and Conditional Reimbursement Agreement — The Company entered into an expense support and conditional reimbursement agreement with the Manager and the Sub-Manager (the “Expense Support and Conditional Reimbursement Agreement”), which became effective on February 7, 2018, pursuant to which each of the Manager and the Sub-Manager agrees to reduce the payment of base management fees, total return incentive fees and the reimbursements of reimbursable expenses due to the Manager and the Sub-Manager under the Management Agreement and the Sub-Management Agreement, as applicable, to the extent that the Company’s annual regular cash distributions exceed its annual net income (with certain adjustments). The amount of such expense support is equal to the annual (calendar year) excess, if any, of (a) the distributions (as defined in the Expense Support and Conditional Reimbursement Agreement) declared and paid (net of the Company’s distribution reinvestment plan) to shareholders minus (b) the available operating funds, as defined in the Expense Support and Conditional Reimbursement Agreement (the “Expense Support”). The Expense Support amount will be borne equally by the Manager and the Sub-Manager and will be calculated as of the last business day of the calendar year. Beginning on February 7, 2018 and continuing until the Expense Support and Conditional Reimbursement Agreement is terminated, the Manager and Sub-Manager shall equally conditionally reduce the payment of fees and reimbursements of reimbursable expenses in an amount equal to the conditional waiver amount (as defined in and subject to limitations described in the Expense Support and Conditional Reimbursement Agreement). The term of the Expense Support and Conditional Reimbursement Agreement has the same initial term and renewal terms as the Management Agreement or the Sub-Management Agreement, as applicable, to the Manager or the Sub-Manager. If, on the last business day of the calendar year, the annual (calendar year) year-to-date available operating funds exceeds the sum of the annual (calendar year) year-to-date distributions paid per share class (the “Excess Operating Funds”), the Company will use such Excess Operating Funds to pay the Manager and the Sub-Manager all or a portion of the outstanding unreimbursed Expense Support amounts for each share class, as applicable, subject to certain conditions (the “Conditional Reimbursements”) as described further in the Expense Support and Conditional Reimbursement Agreement. The Company’s obligation to make Conditional Reimbursements shall automatically terminate and be of no further effect three years following the date which the Expense Support amount was provided and to which such Conditional Reimbursement relates, as described further in the Expense Support and Conditional Reimbursement Agreement. Related party fees and expenses incurred during the three months ended September 30, 2018 and the period from February 7, 2018 (commencement of operations) through September 30, 2018 are summarized below: Related Party Source Agreement & Description Three Months Ended Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Manager and Sub-Manager Management Agreement and Sub-Management Agreement: Organization and offering reimbursement (1) $ 82,238 $ 807,391 Base management fees (1) 211,025 494,561 Total return incentive fees (1) 453,874 762,609 Manager and Sub-Manager Expense Support and Conditional Reimbursement Agreement: Expense support (234,565 ) (421,923 ) Manager Administrative Services Agreement: Reimbursement of third-party operating expenses (1) 70,171 113,722 Managing Dealer Managing Dealer Agreement: Annual distribution and shareholder servicing fees 1,781 1,833 Commissions 25,125 29,475 Dealer Manager Fees 14,500 16,538 (1) Expenses subject to Expense Support. The following table presents amounts due from (to) related parties as of September 30, 2018 : Due from related parties: Expense Support $ 421,923 Total due from related parties 421,923 Due to related parties: Organization and offering expenses (20,618 ) Base management fees (71,213 ) Total return incentive fee (762,609 ) Reimbursement of third-party operating expenses (53,897 ) Annual distribution and shareholder servicing fees (1,100 ) Total due to related parties (909,437 ) Net due to related parties $ (487,514 ) There were no amounts due from (to) related parties as of December 31, 2017 because the Company had not raised the minimum amount to commence operations. Other Related Party Transactions Prior to the Company’s acquisition of Lawn Doctor and Polyform as described in Note 3. “Investments,” Lawn Doctor and Polyform were majority owned by an affiliate of the Sub-Manager. |
Distributions
Distributions | 9 Months Ended |
Sep. 30, 2018 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Distributions | Distributions The following table reflects the total distributions declared during the period from February 7, 2018 (commencement of operations) through September 30, 2018 : Distribution Period (1) Cash Distributions Declared Distributions Reinvested Cash Distributions Net of Distributions Reinvested First Quarter 2018 (4 record dates) $ 302,841 $ 2,299 $ 300,542 Second Quarter 2018 (13 record dates) 1,026,590 19,766 1,006,824 Third Quarter 2018 (13 record dates) (2) 1,059,027 35,556 1,023,471 $ 2,388,458 $ 57,621 $ 2,330,837 (1) Weekly distributions declared per share for each share class were: Record Date Period Class FA Class A Class T Class D Class I March 7, 2018 $ 0.020604 $ 0.020604 $ 0.016484 $ 0.018544 $ 0.020604 March 13, 2018 - September 28, 2018 0.024038 0.024038 0.019231 0.021635 0.024038 (2) Distributions declared for the four record dates in September 2018 were paid in October 2018. The sources of declared distributions on a GAAP basis were as follows: Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Amount % of Cash Distributions Declared Net investment income (1) $ 2,329,004 97.5 % Distributions in excess of net investment income (2) 59,454 2.5 % Total distributions declared $ 2,388,458 100.0 % (1) Net investment income includes expense support from the Company's Manager and Sub-Manager of $421,923 for the period from February 7, 2018 (commencement of operations) to September 30, 2018 , all of which was due from the Manager and Sub-Manager as of September 30, 2018 . See Note 5. "Related Party Transactions" for additional information. (2) Consists of offering proceeds for the period presented. In September 2018, the Company's board of directors declared cash distributions on the outstanding shares of all classes of common shares based on weekly record dates for the time period beginning October 2, 2018 through and including October 31, 2018, of $0.024038 per share for Class FA shares, $0.024038 per share for Class A shares, $0.019231 per share for Class T shares, $0.021635 per share for Class D shares and $0.024038 per share for Class I shares. |
Capital Transactions
Capital Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Capital Transactions | Capital Transactions As of December 31, 2017, the Company had issued 4,000 shares of the Company’s Class FA shares, to each of the Manager and Sub-Manager, for an aggregate purchase price of $200,000 (total of 8,000 Class FA shares). No selling commissions or placement agent fees were paid in connection with the issuances. On February 7, 2018, the Company commenced operations when it met the minimum offering requirement of $80.0 million in Class FA shares under its Private Placement and issued approximately 3.3 million shares of Class FA shares for aggregate gross proceeds of $81.7 million . The Company did not incur any selling commissions or placement agent fees from the sale of the approximately 3.3 million Class FA shares sold under the terms of the Private Placement. See Note 5. “Related Party Transactions” for additional information on shares issued to the Manager, Sub-Manager and their affiliates. Private Placement The Company offered through the Private Placement up to $85.0 million of Class FA shares and up to $115.0 million of Class A shares on a best efforts basis, which meant that the Placement Agent, used its best efforts but was not required to sell any specific amount of shares. On February 7, 2018, the Company met the minimum offering requirement of $80.0 million in Class FA shares under the Private Placement and the Company issued approximately 3.3 million Class FA shares at $25.00 per Class FA share resulting in gross proceeds of approximately $81.7 million . No Class A shares were sold under the Private Placement. There was no selling commission or Placement Agent fee for the sale of Class FA shares. The Class FA shares and Class A shares in the Private Placement were offered for sale only to persons that were “accredited investors,” as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Public Offering Once the Registration Statement became effective on March 7, 2018, the Company began offering up to $1,000,000,000 of Shares, on a best efforts basis, which means that CNL Securities Corp., as the Managing Dealer of the Public Offering, will use its best efforts but is not required to sell any specific amount of Shares. The Company is offering, in any combination, four classes of Shares in the Public Offering: Class A shares, Class T shares, Class D shares and Class I shares. The initial minimum permitted purchase amount is $5,000 in Shares. The initial per share Public Offering price was $27.32 per Class A share, $26.25 per Class T share, $25.00 per Class D share and $25.00 per Class I share. There are differing selling fees and commissions for each class. The Company will also pay annual distribution and shareholder servicing fees, subject to certain limits, on the Class T and Class D shares sold in the Public Offering (excluding sales pursuant to the Company’s distribution reinvestment plan). The Public Offering price, selling commissions and dealer manager fees per share class are determined monthly as approved by the Company's board of directors. As of September 30, 2018 , the Public Offering price was $28.74 per Class A share, $27.70 per Class T share, $26.28 per Class D share and $26.35 per Class I share. See Note 10. “Subsequent Events” for information on changes to the Public Offering price, selling commissions and dealer manager fees per share class. The Company is also offering, in any combination, up to $100,000,000 of Class A shares, Class T shares, Class D shares and Class I shares to be issued pursuant to its distribution reinvestment plan. The Public Offering had a minimum offering requirement of $2 million in Shares under the Private Placement or the Public Offering. As of February 7, 2018, the Company had met the minimum offering requirement of $80.0 million in Class FA shares under the Private Placement. See Note 10. “Subsequent Events” for additional information related to the Public Offering. The following table summarizes the total shares issued and proceeds received by share class in connection with the Offerings for the period ended September 30, 2018 : For the Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Proceeds from Offering Distributions Reinvested Total Shares Issued Gross Proceeds Up-front Selling Commiss-ions and Dealer Manager Fees (1) Net Proceeds to Company Shares Proc-eeds to Comp-any Shares Net Proceeds to Company Average Net Proceeds per Share Class FA shares 3,258,260 $ 81,456,500 $ — $ 81,456,500 — $ — 3,258,260 $ 81,456,500 $ 25.00 Class A shares 11,500 320,000 (20,125 ) 299,875 1,356 34,698 12,856 334,573 26.02 Class T shares 20,032 545,000 (25,888 ) 519,112 1 17 20,033 519,129 25.91 Class D shares 81,143 2,095,000 — 2,095,000 203 5,265 81,346 2,100,265 25.82 Class I shares 140,095 3,612,500 — 3,612,500 147 3,773 140,242 3,616,273 25.79 3,511,030 $ 88,029,000 $ (46,013 ) $ 87,982,987 1,707 $ 43,753 3,512,737 $ 88,026,740 $ 25.06 (1) The Company did not incur any selling commissions or placement agent fees from the sale of the approximately 3.3 million Class FA shares sold under the terms of the Private Placement. The Company incurs selling commissions and dealer manager fees on the sale of Class A and Class T shares sold through its Public Offering. See Note 5. "Related Party Transactions" for additional information regarding up-front selling commissions and dealer manager fees. |
Commitment & Contingences
Commitment & Contingences | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment & Contingences | Commitment & Contingencies See Note 5. “Related Party Transactions” for information on contingent amounts due to the Manager and Sub-Manager for the reimbursement of organization and offering costs under the Public Offering. From time to time, the Company and officers or directors of the Company may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company's rights under contracts with its businesses. As of September 30, 2018, the Company was not involved in any legal proceedings. |
Financial Highlights
Financial Highlights | 9 Months Ended |
Sep. 30, 2018 | |
Investment Company [Abstract] | |
Financial Highlights | Financial Highlights The following is a schedule of financial highlights of the Company attributed to each class of shares for the period from February 7, 2018 (commencement of operations) through September 30, 2018 . Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Class FA Shares Class A Shares Class T Shares Class D Shares Class I Shares OPERATING PERFORMANCE PER SHARE Net Asset Value, Beginning of Period (1) $ 25.00 $ 25.00 $ 25.16 $ 25.26 $ 25.00 Net investment income (loss), before expense support (2) 0.60 (0.71 ) (0.70 ) (0.50 ) (0.55 ) Expense support (2) 0.11 1.01 0.88 0.49 0.87 Net investment income (loss) (2) 0.71 0.30 0.18 (0.01 ) 0.32 Net realized and unrealized gains (2)(4) 1.42 1.58 1.37 1.25 1.60 Net increase resulting from investment operations 2.13 1.88 1.55 1.24 1.92 Distributions to shareholders (2)(3) (0.72 ) (0.60 ) (0.35 ) (0.30 ) (0.58 ) Net decrease resulting from distributions to shareholders (0.72 ) (0.60 ) (0.35 ) (0.30 ) (0.58 ) Net Asset Value, End of Period $ 26.41 $ 26.28 $ 26.36 $ 26.20 $ 26.34 Net assets, end of period $ 86,246,002 $ 337,819 $ 528,019 $ 2,131,602 $ 3,693,717 Average net assets (5) $ 83,117,106 $ 52,416 $ 181,592 $ 914,136 $ 1,237,181 Shares outstanding, end of period 3,266,260 12,856 20,033 81,346 140,242 Total investment return based on net asset value before total return incentive fee (6) 9.06 % 7.62 % 6.23 % 4.94 % 7.76 % Total investment return based on net asset value after total return incentive fee (6) 8.62 % 7.62 % 6.23 % 4.94 % 7.76 % RATIOS/SUPPLEMENTAL DATA (not annualized): Ratios to average net assets: (5)(7) Total operating expenses before total return incentive fee and expense support 2.28 % 13.40 % 6.36 % 4.72 % 6.21 % Total operating expenses before expense support 3.16 % 15.16 % 7.63 % 5.65 % 7.93 % Total operating expenses after expense support 2.72 % 9.47 % 4.57 % 4.49 % 4.78 % Net investment income (loss) before total return incentive fee (8) 3.21 % 1.52 % 1.02 % (0.11 )% 1.93 % Net investment income (loss) 2.77 % 1.52 % 1.02 % (0.11 )% 1.93 % (1) The net asset value as of the beginning of the period is based on the price of shares sold, net of any sales load, to the initial investor of each respective share class. All Class FA shares were sold at the same per share amount. The first investors for Class A, Class T, Class D and Class I shares purchased their shares in April 2018, May 2018, June 2018 and April 2018, respectively. (2) The per share amounts presented are based on shares outstanding from the later of (1) February 7, 2018 (commencement of operations) or (2) the date of the first investor for the respective share class, through the period presented. (3) See Note 6. "Distributions" for further information on the sources of distributions. (4) The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio investments for the period because of the timing of sales of the Company’s shares in relation to fluctuating fair values for the portfolio. (5) The computation of average net assets during the period is based on net assets measured at each month end, adjusted for capital contributions or withdrawals during the month. (6) Total investment return is calculated for each share class as the change in the net asset value for such share class during the period and assuming all distributions are reinvested. Amounts are not annualized and are not representative of total return as calculated for purposes of the total return incentive fee described in Note 5. "Related Party Transactions." Since there is no public market for the Company’s shares, terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s shares. (7) Actual results may not be indicative of future results. Additionally, an individual investor's ratios may vary from the ratios presented for a share class as a whole. (8) Amounts represent net investment income (loss) before total return incentive fee and related expense support as a percentage of average net assets. For the period February 7, 2018 through September 30, 2018 , all of the total return incentive fees for Class A, Class T, Class D and Class I shares were covered by expense support and approximately 50% of the total return incentive fee for Class FA shares were covered by expense support. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In October 2018, the Company's board of directors declared cash distributions on the outstanding shares of all share classes of the Company's common shares based on weekly record dates for the time period beginning November 6, 2018 through and including November 30, 2018, of $0.024038 per share for Class FA shares, $0.024038 per share for Class A shares, $0.019231 per share for Class T shares, $0.021635 per share for Class D shares, and $0.024038 per share for Class I shares. In October 2018 , the Company’s board of directors approved new per share public offering prices for each share class in the Public Offering. The new public offering prices became effective on October 18, 2018 . The following table provides the new public offering prices and applicable upfront selling commissions and dealer manager fees for each share class available in the Public Offering: Class A Class T Class D Class I Public Offering Price, Per Share $ 28.72 $ 27.67 $ 26.20 $ 26.34 Selling Commissions, Per Share $ 1.72 $ 0.83 $ — $ — Dealer Manager Fees, Per Share $ 0.72 $ 0.48 $ — $ — During the period October 1, 2018 through November 2, 2018 , the Company received additional net proceeds from its Public Offering and its distribution reinvestment plan of: Public Offering Distribution Reinvestment Plan Total Shares Gross Proceeds Up-front Selling Commissions and Dealer Manager Fees Net Proceeds to Company Shares Gross Proceeds Shares Net Proceeds to Company Average Net Proceeds per Share Class A shares 37,766 $ 1,075,500 $ (83,038 ) $ 992,462 253 $ 6,638 38,019 $ 999,100 $ 26.28 Class T shares 7,625 211,000 (10,022 ) 200,978 4 94 7,629 201,072 26.36 Class D shares 21,947 575,000 — 575,000 215 5,661 22,162 580,661 26.20 Class I shares 22,399 590,000 — 590,000 56 1,475 22,455 591,475 26.34 89,737 $ 2,451,500 $ (93,060 ) $ 2,358,440 528 $ 13,868 90,265 $ 2,372,308 $ 26.28 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as contained in the Financial Accounting Standards Board Accounting Standards Codification (the “Codification” or “ASC”), which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Although the Company is organized and intends to conduct its business in a manner so that it is not required to register as an investment company under the Investment Company Act, its financial statements are prepared using the specialized accounting principles of ASC Topic 946 to utilize investment company accounting. The Company obtains funds through the issuance of equity interests to multiple unrelated investors, and provides such investors with investment management services. Further, the Company’s business strategy is to acquire interests in middle-market businesses to provide current income and long term capital appreciation, while protecting invested capital. Overall, the Company believes that the use of investment company accounting on a fair value basis is consistent with the management of its assets on a fair value basis, and makes the Company’s financial statements more useful to investors and other financial statement users in facilitating the evaluation of an investment in the Company as compared to other investment products in the marketplace. |
Principles of Consolidation | Principles of Consolidation Under ASC Topic 946, “Financial Services—Investment Companies” (“ASC Topic 946”) the Company is precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit the Company. In accordance therewith, the Company has consolidated the results of its wholly owned subsidiaries which provide services to the Company in its condensed consolidated financial statements. However, the Company has not consolidated the results of its subsidiaries in which the Company holds debt and equity investments. All intercompany account balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of demand deposits at commercial banks. |
Use of Estimates | Use of Estimates Management makes estimates and assumptions related to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare the financial statement in conformity with generally accepted accounting principles. Actual results could differ from those estimates. |
Valuation of Investments | Valuation of Investments ASC Topic 820 clarifies that the fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or owes the liability. ASC Topic 820 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets. An active market is defined as a market in which transactions for the asset or liability occur with sufficient pricing information on an ongoing basis. Publicly listed equity and debt securities and listed derivatives that are traded on major securities exchanges and publicly traded equity options are generally valued using Level 1 inputs. If a price for an asset cannot be determined based upon this established process, it shall then be valued as a Level 2 or Level 3 asset. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include the following: (i) quoted prices for similar assets in active markets; (ii) quoted prices for identical or similar assets in markets that are not active; (iii) inputs that are derived principally from or corroborated by observable market data by correlation or other means; and (iv) inputs other than quoted prices that are observable for the assets. Fixed income and derivative assets, where there is an observable secondary trading market and through which pricing inputs are available through pricing services or broker quotes, are generally valued using Level 2 inputs. If a price for an asset cannot be determined based upon this established process, it shall then be valued as a Level 3 asset. Level 3 – Unobservable inputs for the asset or liability being valued. Unobservable inputs will be used to measure fair value to the extent that observable inputs are not available and such inputs will be based on the best information available in the circumstances, which under certain circumstances might include the Manager’s or the Sub-Manager’s own data. Level 3 inputs may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. Certain assets may be valued based upon estimated value of underlying collateral and include adjustments deemed necessary for estimates of costs to obtain control and liquidate available collateral. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence. Debt and equity investments in private companies or assets valued using the market or income approach are generally valued using Level 3 inputs. In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each asset. The Company’s board of directors is responsible for determining in good faith the fair value of the Company’s investments in accordance with the valuation policy and procedures approved by the board of directors, based on, among other factors, the input of the Manager, the Sub-Manager, its audit committee, and the independent third-party valuation firm. The determination of the fair value of the Company’s assets requires judgment, especially with respect to assets for which market prices are not available. For most of the Company’s assets, market prices will not be available. Due to the inherent uncertainty of determining the fair value of assets that do not have a readily available market value, the fair value of the assets may differ significantly from the values that would have been used had a readily available market value existed for such assets, and the differences could be material. Because the calculation of the Company’s net asset value is based, in part, on the fair value of its assets, the Company’s calculation of net asset value is subjective and could be adversely affected if the determinations regarding the fair value of its assets were materially higher than the values that the Company ultimately realizes upon the disposal of such assets. Furthermore, through the valuation process, the Company’s board of directors may determine that the fair value of the Company’s assets differs materially from the values that were provided by the independent valuation firm. The Company may also look to private merger and acquisition statistics, public trading multiples adjusted for illiquidity and other factors, valuations implied by third-party investments in the businesses or industry practices in determining fair value. The Company may also consider the size and scope of a business and its specific strengths and weaknesses, as well as any other factors it deems relevant in assessing the value. |
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments | Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments The Company will measure realized gains or losses as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in asset values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. |
Income Recognition | Income Recognition Interest Income – Interest income is recorded on an accrual basis to the extent that the Company expects to collect such amounts. The Company does not accrue as a receivable interest on loans and debt securities for accounting purposes if it has reason to doubt its ability to collect such interest. The Company places loans on non-accrual status when principal and interest are past due 90 days or more or when there is a reasonable doubt that the Company will collect principal or interest. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are generally restored to accrual status when past due principal and interest amounts are paid and, in management’s judgment, are likely to remain current. To date, the Company has not experienced any past due payments on any of its loans. Dividend Income – Dividend income is recorded on the record date for privately issued securities, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from an equity investment is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments as dividend income unless there is sufficient current or accumulated earnings prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. To date, all distributions have been classified as dividend income. |
Paid in Capital | Paid in Capital – The Company records the proceeds from the sale of its common shares on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding upfront selling commissions and dealer manager fees. |
Organization and Offering Expenses | Organization and Offering Expenses Organization expenses are expensed on the Company’s statements of operations as incurred. Offering expenses, which consist of amounts incurred for items such as legal, accounting, regulatory and printing work incurred related to the Offerings, are capitalized on the Company’s statements of assets and liabilities as deferred offering expenses and expensed to the Company’s statements of operations over the lesser of the offering period or 12 months; however, the end of the deferral period will not exceed 12 months from the date the offering expense is incurred by the Manager and the Sub-Manager. |
Earnings per Share and Net Investment Income per Share | Earnings per Share and Net Investment Income per Share Earnings per share and net investment income per share are calculated for each share class of common shares based upon the weighted average number of common shares outstanding during the reporting period. |
Distributions | Distributions In March 2018, the Company’s board of directors began to declare cash distributions to shareholders based on weekly record dates and such distributions are expected to be paid on a monthly basis. Distributions are made on all classes of the Company’s shares at the same time. |
U.S. Federal Income Taxes | U.S. Federal Income Taxes The Company expects that it will operate so that it will qualify to be treated for U.S. federal income tax purposes as a partnership, and not as an association or a publicly traded partnership taxable as a corporation. Generally, the Company will not be taxable as a corporation if 90% or more of its gross income for each taxable year consists of “qualifying income” (generally, interest (other than interest generated from a financial business), dividends, real property rents, gain from the sale of assets that produce qualifying income and certain other items) and the Company is not required to register under the Investment Company Act (the “qualifying income exception”). |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Investment Portfolio | As of September 30, 2018 , the Company’s investment portfolio is summarized as follows: As of September 30, 2018 Asset Category Cost Fair Value Fair Value Percentage of Investment Portfolio Fair Value Percentage of Net Assets Senior debt Senior secured debt - first lien $ 15,700,000 $ 15,700,000 19.3 % 16.9 % Senior secured debt - second lien 15,000,000 15,000,000 18.3 16.1 Total senior debt 30,700,000 30,700,000 37.6 33.0 Equity 46,074,339 50,844,212 62.4 54.7 Total investments $ 76,774,339 $ 81,544,212 100.0 % 87.7 % |
Industry and Geographic Dispersion of Investment Portfolio as Percentage of Total Fair Value of Investments | The industry and geographic dispersion of the Company’s investment portfolio as a percentage of total fair value of the Company’s investments as of September 30, 2018 were as follows: Industry As of September 30, 2018 Hobby Goods and Supplies 38.6 % Commercial and Professional Services 61.4 % Total 100.0 % Geographic Dispersion (1) As of September 30, 2018 United States 100.0 % Total 100.0 % (1) The geographic dispersion is determined by the portfolio company’s country of domicile or the jurisdiction of the security’s issuer. |
Summary of Operating and Balance Sheet Data | The following tables present unaudited summarized operating data for Lawn Doctor and Polyform (the “initial businesses”) for the three months ended September 30, 2018 and for the period from February 7, 2018 (the date the Company acquired the initial businesses) to September 30, 2018 , and unaudited summarized balance sheet data as of September 30, 2018 : Lawn Doctor Summarized Operating Data (Unaudited) Three Months Ended September 30, 2018 Period February 7, 2018 (1) through September 30, 2018 Revenues $ 3,533,131 $ 11,672,567 Expenses (3,938,707 ) (11,461,377 ) Income before taxes (405,576 ) 211,190 Income tax benefit 122,186 75,919 Net (loss) income including non-controlling interest (283,390 ) 287,109 Loss attributable to non-controlling interest 24,589 47,027 Net (loss) income attributable to common shareholders $ (258,801 ) $ 334,136 Summarized Balance Sheet Data (Unaudited) As of September 30, 2018 Current assets $ 5,656,847 Non-current assets $ 90,998,574 Current liabilities $ 3,290,317 Non-current liabilities $ 50,371,401 Non-controlling interest $ (17,027 ) Stockholders' equity $ 43,010,730 Polyform Summarized Operating Data (Unaudited) Three Months Ended September 30, 2018 Period February 7, 2018 (1) through September 30, 2018 Revenues $ 3,442,541 $ 9,924,989 Expenses (3,756,836 ) (11,067,360 ) Net loss before taxes (314,295 ) (1,142,371 ) Income tax benefit 90,000 236,000 Net loss $ (224,295 ) $ (906,371 ) Summarized Balance Sheet Data (Unaudited) As of September 30, 2018 Current assets $ 5,705,532 Non-current assets $ 30,327,493 Current liabilities $ 1,181,726 Non-current liabilities $ 18,453,624 Stockholders’ equity $ 16,397,675 (1) February 7, 2018 is the date the Company acquired the portfolio companies. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Investments Categorization in Fair Value Hierarchy | The Company’s investments were categorized in the fair value hierarchy described in Note 2. “Significant Accounting Policies”, as follows as of September 30, 2018 : As of September 30, 2018 Description Level 1 Level 2 Level 3 Total Senior debt $ — $ — $ 30,700,000 $ 30,700,000 Equity — — 50,844,212 50,844,212 Total investments $ — $ — $ 81,544,212 $ 81,544,212 |
Unobservable Inputs Used in Fair Value Measurement of Investments | The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of September 30, 2018 were as follows: September 30, 2018 Asset Group Fair Value Valuation Techniques Unobservable Inputs Range (Weighted Average) (1) Impact to Valuation from an Increase in Input (2) Senior Debt 30,700,000 Discounted Cash Flow Discount Rate 10.5% - 13.5% (11.4%) Decrease Equity 50,844,212 Discounted Cash Flow Discount Rate 10.5% - 13.5% (11.4%) Decrease Total $ 81,544,212 (1) Discount rates are relative to the enterprise value of the portfolio companies and are not the market yields on the associated debt investments. Weighted average amounts are based on the estimated fair values. (2) This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements. |
Reconciliations of Investments of Level 3 Inputs | The following tables provide reconciliations of investments for which Level 3 inputs were used in determining fair value for the three months ended September 30, 2018 and for the period from February 7, 2018 (commencement of operations) through September 30, 2018 : Three Months Ended September 30, 2018 Senior Debt Equity Total Fair value balance as of July 1, 2018 $ 30,700,000 $ 47,527,212 $ 78,227,212 Additions — — — Net change in unrealized appreciation (1) — 3,317,000 3,317,000 Fair value balance as of September 30, 2018 $ 30,700,000 $ 50,844,212 $ 81,544,212 Change in net unrealized appreciation in investments held as of September 30, 2018 (1) $ — $ 3,317,000 $ 3,317,000 Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Senior Debt Equity Total Fair value balance as of February 7, 2018 $ — $ — $ — Additions 30,700,000 46,074,339 76,774,339 Net change in unrealized appreciation (1) — 4,769,873 4,769,873 Fair value balance as of September 30, 2018 $ 30,700,000 $ 50,844,212 $ 81,544,212 Change in net unrealized appreciation in investments held as of September 30, 2018 (1) $ — $ 4,769,873 $ 4,769,873 (1) Included in net change in unrealized appreciation on investments in the consolidated statements of operations. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party fees and expenses incurred during the three months ended September 30, 2018 and the period from February 7, 2018 (commencement of operations) through September 30, 2018 are summarized below: Related Party Source Agreement & Description Three Months Ended Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Manager and Sub-Manager Management Agreement and Sub-Management Agreement: Organization and offering reimbursement (1) $ 82,238 $ 807,391 Base management fees (1) 211,025 494,561 Total return incentive fees (1) 453,874 762,609 Manager and Sub-Manager Expense Support and Conditional Reimbursement Agreement: Expense support (234,565 ) (421,923 ) Manager Administrative Services Agreement: Reimbursement of third-party operating expenses (1) 70,171 113,722 Managing Dealer Managing Dealer Agreement: Annual distribution and shareholder servicing fees 1,781 1,833 Commissions 25,125 29,475 Dealer Manager Fees 14,500 16,538 (1) Expenses subject to Expense Support. The following table presents amounts due from (to) related parties as of September 30, 2018 : Due from related parties: Expense Support $ 421,923 Total due from related parties 421,923 Due to related parties: Organization and offering expenses (20,618 ) Base management fees (71,213 ) Total return incentive fee (762,609 ) Reimbursement of third-party operating expenses (53,897 ) Annual distribution and shareholder servicing fees (1,100 ) Total due to related parties (909,437 ) Net due to related parties $ (487,514 ) |
Distributions (Tables)
Distributions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Distributions Declared | The following table reflects the total distributions declared during the period from February 7, 2018 (commencement of operations) through September 30, 2018 : Distribution Period (1) Cash Distributions Declared Distributions Reinvested Cash Distributions Net of Distributions Reinvested First Quarter 2018 (4 record dates) $ 302,841 $ 2,299 $ 300,542 Second Quarter 2018 (13 record dates) 1,026,590 19,766 1,006,824 Third Quarter 2018 (13 record dates) (2) 1,059,027 35,556 1,023,471 $ 2,388,458 $ 57,621 $ 2,330,837 (1) Weekly distributions declared per share for each share class were: Record Date Period Class FA Class A Class T Class D Class I March 7, 2018 $ 0.020604 $ 0.020604 $ 0.016484 $ 0.018544 $ 0.020604 March 13, 2018 - September 28, 2018 0.024038 0.024038 0.019231 0.021635 0.024038 (2) Distributions declared for the four record dates in September 2018 were paid in October 2018. The sources of declared distributions on a GAAP basis were as follows: Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Amount % of Cash Distributions Declared Net investment income (1) $ 2,329,004 97.5 % Distributions in excess of net investment income (2) 59,454 2.5 % Total distributions declared $ 2,388,458 100.0 % |
Capital Transactions (Tables)
Capital Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Summary of Shares Issued and Proceeds Received in Connection with Private Placement | The following table summarizes the total shares issued and proceeds received by share class in connection with the Offerings for the period ended September 30, 2018 : For the Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Proceeds from Offering Distributions Reinvested Total Shares Issued Gross Proceeds Up-front Selling Commiss-ions and Dealer Manager Fees (1) Net Proceeds to Company Shares Proc-eeds to Comp-any Shares Net Proceeds to Company Average Net Proceeds per Share Class FA shares 3,258,260 $ 81,456,500 $ — $ 81,456,500 — $ — 3,258,260 $ 81,456,500 $ 25.00 Class A shares 11,500 320,000 (20,125 ) 299,875 1,356 34,698 12,856 334,573 26.02 Class T shares 20,032 545,000 (25,888 ) 519,112 1 17 20,033 519,129 25.91 Class D shares 81,143 2,095,000 — 2,095,000 203 5,265 81,346 2,100,265 25.82 Class I shares 140,095 3,612,500 — 3,612,500 147 3,773 140,242 3,616,273 25.79 3,511,030 $ 88,029,000 $ (46,013 ) $ 87,982,987 1,707 $ 43,753 3,512,737 $ 88,026,740 $ 25.06 (1) The Company did not incur any selling commissions or placement agent fees from the sale of the approximately 3.3 million Class FA shares sold under the terms of the Private Placement. The Company incurs selling commissions and dealer manager fees on the sale of Class A and Class T shares sold through its Public Offering. See Note 5. "Related Party Transactions" for additional information regarding up-front selling commissions and dealer manager fees. |
Financial Highlights (Tables)
Financial Highlights (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investment Company [Abstract] | |
Schedule of Financial Highlights | The following is a schedule of financial highlights of the Company attributed to each class of shares for the period from February 7, 2018 (commencement of operations) through September 30, 2018 . Period from February 7, 2018 (Commencement of Operations) to September 30, 2018 Class FA Shares Class A Shares Class T Shares Class D Shares Class I Shares OPERATING PERFORMANCE PER SHARE Net Asset Value, Beginning of Period (1) $ 25.00 $ 25.00 $ 25.16 $ 25.26 $ 25.00 Net investment income (loss), before expense support (2) 0.60 (0.71 ) (0.70 ) (0.50 ) (0.55 ) Expense support (2) 0.11 1.01 0.88 0.49 0.87 Net investment income (loss) (2) 0.71 0.30 0.18 (0.01 ) 0.32 Net realized and unrealized gains (2)(4) 1.42 1.58 1.37 1.25 1.60 Net increase resulting from investment operations 2.13 1.88 1.55 1.24 1.92 Distributions to shareholders (2)(3) (0.72 ) (0.60 ) (0.35 ) (0.30 ) (0.58 ) Net decrease resulting from distributions to shareholders (0.72 ) (0.60 ) (0.35 ) (0.30 ) (0.58 ) Net Asset Value, End of Period $ 26.41 $ 26.28 $ 26.36 $ 26.20 $ 26.34 Net assets, end of period $ 86,246,002 $ 337,819 $ 528,019 $ 2,131,602 $ 3,693,717 Average net assets (5) $ 83,117,106 $ 52,416 $ 181,592 $ 914,136 $ 1,237,181 Shares outstanding, end of period 3,266,260 12,856 20,033 81,346 140,242 Total investment return based on net asset value before total return incentive fee (6) 9.06 % 7.62 % 6.23 % 4.94 % 7.76 % Total investment return based on net asset value after total return incentive fee (6) 8.62 % 7.62 % 6.23 % 4.94 % 7.76 % RATIOS/SUPPLEMENTAL DATA (not annualized): Ratios to average net assets: (5)(7) Total operating expenses before total return incentive fee and expense support 2.28 % 13.40 % 6.36 % 4.72 % 6.21 % Total operating expenses before expense support 3.16 % 15.16 % 7.63 % 5.65 % 7.93 % Total operating expenses after expense support 2.72 % 9.47 % 4.57 % 4.49 % 4.78 % Net investment income (loss) before total return incentive fee (8) 3.21 % 1.52 % 1.02 % (0.11 )% 1.93 % Net investment income (loss) 2.77 % 1.52 % 1.02 % (0.11 )% 1.93 % (1) The net asset value as of the beginning of the period is based on the price of shares sold, net of any sales load, to the initial investor of each respective share class. All Class FA shares were sold at the same per share amount. The first investors for Class A, Class T, Class D and Class I shares purchased their shares in April 2018, May 2018, June 2018 and April 2018, respectively. (2) The per share amounts presented are based on shares outstanding from the later of (1) February 7, 2018 (commencement of operations) or (2) the date of the first investor for the respective share class, through the period presented. (3) See Note 6. "Distributions" for further information on the sources of distributions. (4) The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio investments for the period because of the timing of sales of the Company’s shares in relation to fluctuating fair values for the portfolio. (5) The computation of average net assets during the period is based on net assets measured at each month end, adjusted for capital contributions or withdrawals during the month. (6) Total investment return is calculated for each share class as the change in the net asset value for such share class during the period and assuming all distributions are reinvested. Amounts are not annualized and are not representative of total return as calculated for purposes of the total return incentive fee described in Note 5. "Related Party Transactions." Since there is no public market for the Company’s shares, terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s shares. (7) Actual results may not be indicative of future results. Additionally, an individual investor's ratios may vary from the ratios presented for a share class as a whole. (8) Amounts represent net investment income (loss) before total return incentive fee and related expense support as a percentage of average net assets. For the period February 7, 2018 through September 30, 2018 , all of the total return incentive fees for Class A, Class T, Class D and Class I shares were covered by expense support and approximately 50% of the total return incentive fee for Class FA shares were covered by expense support. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Summary of New Public Offering Prices and Applicable Upfront Selling Commissions and Dealer Manager Fees | The following table provides the new public offering prices and applicable upfront selling commissions and dealer manager fees for each share class available in the Public Offering: Class A Class T Class D Class I Public Offering Price, Per Share $ 28.72 $ 27.67 $ 26.20 $ 26.34 Selling Commissions, Per Share $ 1.72 $ 0.83 $ — $ — Dealer Manager Fees, Per Share $ 0.72 $ 0.48 $ — $ — |
Schedule of Gross Proceeds | During the period October 1, 2018 through November 2, 2018 , the Company received additional net proceeds from its Public Offering and its distribution reinvestment plan of: Public Offering Distribution Reinvestment Plan Total Shares Gross Proceeds Up-front Selling Commissions and Dealer Manager Fees Net Proceeds to Company Shares Gross Proceeds Shares Net Proceeds to Company Average Net Proceeds per Share Class A shares 37,766 $ 1,075,500 $ (83,038 ) $ 992,462 253 $ 6,638 38,019 $ 999,100 $ 26.28 Class T shares 7,625 211,000 (10,022 ) 200,978 4 94 7,629 201,072 26.36 Class D shares 21,947 575,000 — 575,000 215 5,661 22,162 580,661 26.20 Class I shares 22,399 590,000 — 590,000 56 1,475 22,455 591,475 26.34 89,737 $ 2,451,500 $ (93,060 ) $ 2,358,440 528 $ 13,868 90,265 $ 2,372,308 $ 26.28 |
Principal Business and Organi_2
Principal Business and Organization - Additional Information (Detail) - USD ($) | Feb. 07, 2018 | Sep. 30, 2018 |
Class FA | Private Placement | ||
Organization And Business Activities [Line Items] | ||
Number of shares offered in private placement | 85,000,000 | |
Minimum offering requirement | $ 80,000,000 | |
Shares Issued | 3,300,000 | 3,258,260 |
Share price (usd per share) | $ 25 | |
Gross proceeds from issuance of shares | $ 81,700,000 | $ 81,456,500 |
Class A | ||
Organization And Business Activities [Line Items] | ||
Shares Issued | 0 | |
Class A | Private Placement | ||
Organization And Business Activities [Line Items] | ||
Number of shares offered in private placement | 115,000,000 | |
Minimum | ||
Organization And Business Activities [Line Items] | ||
Targeted business annual revenues for acquisition | $ 25,000,000 | |
Maximum | ||
Organization And Business Activities [Line Items] | ||
Targeted business annual revenues for acquisition | $ 500,000,000 |
Investments - Additional Inform
Investments - Additional Information (Detail) | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($)Investment | Sep. 30, 2018USD ($) | Feb. 07, 2018 | Dec. 31, 2017USD ($) | |
Schedule of Investments [Line Items] | ||||
Investment amount in merger | $ 76,774,339 | $ 76,774,339 | $ 0 | |
Number of debt investments on non accrual status | Investment | 0 | |||
Lawn Doctor | ||||
Schedule of Investments [Line Items] | ||||
Percentage of equity interest acquired | 63.90% | |||
Ownership of outstanding equity | 62.90% | |||
Investment amount in merger | $ 30,500,000 | 30,500,000 | ||
Polyform Products, Co. | ||||
Schedule of Investments [Line Items] | ||||
Percentage of equity interest acquired | 87.10% | |||
Investment amount in merger | 15,600,000 | 15,600,000 | ||
Senior secured debt - second lien | ||||
Schedule of Investments [Line Items] | ||||
Investment amount in merger | $ 15,000,000 | 15,000,000 | ||
Interest rate | 16.00% | |||
Senior secured debt - first lien | ||||
Schedule of Investments [Line Items] | ||||
Investment amount in merger | $ 15,700,000 | $ 15,700,000 | ||
Interest rate | 16.00% | 16.00% |
Investments - Summary of Invest
Investments - Summary of Investment Portfolio (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Investment Holdings [Line Items] | ||
Cost | $ 76,774,339 | $ 0 |
Fair Value | $ 81,544,212 | $ 0 |
Fair Value Percentage of Investment Portfolio | 100.00% | |
Fair Value Percentage of Net Assets | 87.70% | |
Total Senior Secured Loans | ||
Investment Holdings [Line Items] | ||
Cost | $ 30,700,000 | |
Fair Value | $ 30,700,000 | |
Fair Value Percentage of Investment Portfolio | 37.60% | |
Fair Value Percentage of Net Assets | 33.00% | |
Senior secured debt - first lien | ||
Investment Holdings [Line Items] | ||
Cost | $ 15,700,000 | |
Fair Value | $ 15,700,000 | |
Fair Value Percentage of Investment Portfolio | 19.30% | |
Fair Value Percentage of Net Assets | 16.90% | |
Senior secured debt - second lien | ||
Investment Holdings [Line Items] | ||
Cost | $ 15,000,000 | |
Fair Value | $ 15,000,000 | |
Fair Value Percentage of Investment Portfolio | 18.30% | |
Fair Value Percentage of Net Assets | 16.10% | |
Equity | ||
Investment Holdings [Line Items] | ||
Cost | $ 46,074,339 | |
Fair Value | $ 50,844,212 | |
Fair Value Percentage of Investment Portfolio | 62.40% | |
Fair Value Percentage of Net Assets | 54.70% |
Investments - Industry and Geog
Investments - Industry and Geographic Dispersion of Investment Portfolio as Percentage of Total Fair Value of Investments (Detail) | Sep. 30, 2018 |
Investment Holdings [Line Items] | |
Percentage of total fair value of investment | 100.00% |
Hobby Goods and Supplies | |
Investment Holdings [Line Items] | |
Percentage of total fair value of investment | 38.60% |
Commercial and Professional Services | |
Investment Holdings [Line Items] | |
Percentage of total fair value of investment | 61.40% |
United States | |
Investment Holdings [Line Items] | |
Percentage of total fair value of investment | 100.00% |
Investments - Summary of Operat
Investments - Summary of Operating and Balance Sheet Data (Detail) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Investment Company, Financial Highlights [Line Items] | ||
Expenses | $ (1,163,898) | $ (2,796,145) |
Lawn Doctor | ||
Investment Company, Financial Highlights [Line Items] | ||
Revenues | 3,533,131 | 11,672,567 |
Expenses | (3,938,707) | (11,461,377) |
Income before taxes | (405,576) | 211,190 |
Income tax (expense) benefit | 122,186 | 75,919 |
Net (loss) income including non-controlling interest | (283,390) | 287,109 |
Loss attributable to non-controlling interest | 24,589 | 47,027 |
Net Income | (258,801) | 334,136 |
Current assets | 5,656,847 | 5,656,847 |
Non-current assets | 90,998,574 | 90,998,574 |
Current liabilities | 3,290,317 | 3,290,317 |
Non-current liabilities | 50,371,401 | 50,371,401 |
Non-controlling interest | (17,027) | (17,027) |
Stockholders' Equity | 43,010,730 | 43,010,730 |
Polyform Products, Co. | ||
Investment Company, Financial Highlights [Line Items] | ||
Revenues | 3,442,541 | 9,924,989 |
Expenses | (3,756,836) | (11,067,360) |
Income before taxes | (314,295) | (1,142,371) |
Income tax (expense) benefit | (90,000) | (236,000) |
Net Income | (906,371) | |
Current assets | 5,705,532 | 5,705,532 |
Non-current assets | 30,327,493 | 30,327,493 |
Current liabilities | 1,181,726 | 1,181,726 |
Non-current liabilities | 18,453,624 | 18,453,624 |
Stockholders' Equity | $ 16,397,675 | $ 16,397,675 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Investments Categorization in Fair Value Hierarchy (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ 81,544,212 | $ 0 |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 0 | |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 0 | |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 81,544,212 | |
Total Senior Secured Loans | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 30,700,000 | |
Total Senior Secured Loans | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 0 | |
Total Senior Secured Loans | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 0 | |
Total Senior Secured Loans | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 30,700,000 | |
Equity | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 50,844,212 | |
Equity | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 0 | |
Equity | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 0 | |
Equity | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ 50,844,212 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Investments, at fair value | $ 81,544,212 | $ 0 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Unobservable Inputs Used in Fair Value Measurement of Investments (Detail) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments, at fair value | $ 81,544,212 | $ 0 |
Total Senior Secured Loans | Discount Rate | Minimum | Discounted cash flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 0.105 | |
Total Senior Secured Loans | Discount Rate | Maximum | Discounted cash flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 0.135 | |
Total Senior Secured Loans | Discount Rate | Weighted Average | Discounted cash flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 0.114 | |
Total Senior Secured Loans | EBITDA Multiple | Minimum | Market comparables | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 7.3 | |
Total Senior Secured Loans | EBITDA Multiple | Minimum | Transaction method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 8 | |
Total Senior Secured Loans | EBITDA Multiple | Maximum | Market comparables | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 11.6 | |
Total Senior Secured Loans | EBITDA Multiple | Maximum | Transaction method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 12 | |
Total Senior Secured Loans | EBITDA Multiple | Weighted Average | Market comparables | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 10.3 | |
Total Senior Secured Loans | EBITDA Multiple | Weighted Average | Transaction method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 10.8 | |
Equity | Discount Rate | Minimum | Discounted cash flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Equity Securities | 0.105 | |
Equity | Discount Rate | Maximum | Discounted cash flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Equity Securities | 0.135 | |
Equity | Discount Rate | Weighted Average | Discounted cash flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Equity Securities | 0.114 | |
Equity | EBITDA Multiple | Minimum | Market comparables | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 7.3 | |
Equity | EBITDA Multiple | Minimum | Transaction method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 8 | |
Equity | EBITDA Multiple | Maximum | Market comparables | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 11.6 | |
Equity | EBITDA Multiple | Maximum | Transaction method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 12 | |
Equity | EBITDA Multiple | Weighted Average | Market comparables | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 10.3 | |
Equity | EBITDA Multiple | Weighted Average | Transaction method | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, Debt securities | 10.8 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Reconciliations of Investments of Level 3 Inputs (Detail) - Level 3 - USD ($) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value balance, beginning | $ 78,227,212 | $ 0 |
Additions/(reductions), net | 0 | 76,774,339 |
Net change in unrealized appreciation | 3,317,000 | 4,769,873 |
Fair value balance, ending | 81,544,212 | 81,544,212 |
Total Senior Secured Loans | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value balance, beginning | 30,700,000 | 0 |
Additions/(reductions), net | 0 | 30,700,000 |
Net change in unrealized appreciation | 0 | 0 |
Fair value balance, ending | 30,700,000 | 30,700,000 |
Equity | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value balance, beginning | 47,527,212 | 0 |
Additions/(reductions), net | 0 | 46,074,339 |
Net change in unrealized appreciation | 3,317,000 | 4,769,873 |
Fair value balance, ending | $ 50,844,212 | $ 50,844,212 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 07, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||
Purchase price of shares issued | $ 87,982,987 | ||||
Distributions paid | 2,010,933 | ||||
Total return incentive fees | $ 453,874 | 762,609 | |||
Due to Related Parties | 909,437 | 909,437 | |||
Base management fees | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties | 71,213 | 71,213 | |||
Scenario, Forecast | |||||
Related Party Transaction [Line Items] | |||||
High water mark | $ 24.75 | ||||
Manager and Sub-Manager | |||||
Related Party Transaction [Line Items] | |||||
Distributions paid | 200,000 | 400,000 | |||
Reimbursement obligation for organization and offering cost incurred | 800,000 | 800,000 | |||
Organization and offering costs incurred | $ 3,700,000 | ||||
Base management fees multiplier for non founder shares | 2.00% | ||||
Base management fees multiplier for founder shares | 1.00% | ||||
Percentage of return incentive fees payable | 50.00% | ||||
Annual preference return relates to non-founder shares | 8.75% | ||||
Annual preference return relates to founder shares | 7.777% | ||||
Manager and Sub-Manager | Base management fees | |||||
Related Party Transaction [Line Items] | |||||
Related party fees and expenses | $ 211,025 | $ 494,561 | |||
Manager and Sub-Manager | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Annual preference return | 7.00% | ||||
Manager and Sub-Manager | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Maximum percentage of reimbursement from private placement | 1.00% | ||||
Manager and Sub-Manager | Public Offering | |||||
Related Party Transaction [Line Items] | |||||
Maximum percentage of reimbursement from private placement | 1.50% | ||||
Class FA | Lawn Doctor | |||||
Related Party Transaction [Line Items] | |||||
Share received in exchange of non cash consideration | 96,000 | ||||
Non-cash consideration in form of equity | $ 2,400,000 | ||||
Class FA | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Shares Issued | 3,300,000 | 3,258,260 | |||
Gross proceeds from issuance of shares | $ 81,700,000 | $ 81,456,500 | |||
Class FA | Manager and Sub-Manager | |||||
Related Party Transaction [Line Items] | |||||
Shares Issued | 8,000 | ||||
Purchase price of shares issued | $ 200,000 | ||||
Class FA | Manager | |||||
Related Party Transaction [Line Items] | |||||
Shares Issued | 4,000 | ||||
Proceed from cash capital contribution | $ 2,400,000 | ||||
Share issued | 96,000 | ||||
Class FA | Board of Directors Chairman | |||||
Related Party Transaction [Line Items] | |||||
Proceed from cash capital contribution | $ 9,500,000 | ||||
Share issued | 380,000 | ||||
Class FA | Other Individuals | |||||
Related Party Transaction [Line Items] | |||||
Proceed from cash capital contribution | $ 400,000 | ||||
Share issued | 15,000 | ||||
Class A | |||||
Related Party Transaction [Line Items] | |||||
Shares Issued | 0 | ||||
Class A | Private Placement | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Selling commission | 6.00% | ||||
Class A | Public Offering | |||||
Related Party Transaction [Line Items] | |||||
Shares Issued | 11,500 | ||||
Gross proceeds from issuance of shares | $ 320,000 | ||||
Dealer manager fee | 2.50% | ||||
Class T | |||||
Related Party Transaction [Line Items] | |||||
Annual distribution and fee, percentage | 1.00% | 1.00% | |||
Class T | Private Placement | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Selling commission | 3.00% | ||||
Class T | Public Offering | |||||
Related Party Transaction [Line Items] | |||||
Shares Issued | 20,032 | ||||
Gross proceeds from issuance of shares | $ 545,000 | ||||
Dealer manager fee | 1.75% | ||||
Class D | |||||
Related Party Transaction [Line Items] | |||||
Shareholders servicing fee, percentage | 0.50% | 0.50% | |||
Class D | Public Offering | |||||
Related Party Transaction [Line Items] | |||||
Shares Issued | 81,143 | ||||
Gross proceeds from issuance of shares | $ 2,095,000 | ||||
Annual Preference Return Less Than 7% | Manager Sub Manager | |||||
Related Party Transaction [Line Items] | |||||
Percentage of return incentive fees payable | 0.00% | ||||
Annual Preference Return Less than or Equal to 8.75% or the Non-founder breakpoint | Manager Sub Manager | |||||
Related Party Transaction [Line Items] | |||||
Percentage of return incentive fees payable | 20.00% | ||||
Annual Preference Return Less Than 7.777% or Founder breakpoint | Manager Sub Manager | |||||
Related Party Transaction [Line Items] | |||||
Percentage of return incentive fees payable | 10.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Detail) - USD ($) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Organization and offering reimbursement | Manager and Sub-Manager | ||
Related Party Transaction [Line Items] | ||
Related party fees and expenses | $ 82,238 | $ 807,391 |
Base management fees | Manager and Sub-Manager | ||
Related Party Transaction [Line Items] | ||
Related party fees and expenses | 211,025 | 494,561 |
Total return incentive fees | Manager and Sub-Manager | ||
Related Party Transaction [Line Items] | ||
Related party fees and expenses | 453,874 | 762,609 |
Expense support | Manager and Sub-Manager | ||
Related Party Transaction [Line Items] | ||
Related party fees and expenses | (234,565) | (421,923) |
Administrative Services Agreement: Reimbursement of third-party operating expenses (1) | Manager | ||
Related Party Transaction [Line Items] | ||
Related party fees and expenses | 70,171 | 113,722 |
Annual distribution and shareholder servicing fees | Managing Dealer | ||
Related Party Transaction [Line Items] | ||
Related party fees and expenses | 1,781 | 1,833 |
Commissions | Managing Dealer | ||
Related Party Transaction [Line Items] | ||
Related party fees and expenses | 25,125 | 29,475 |
Dealer Manager Fees | Managing Dealer | ||
Related Party Transaction [Line Items] | ||
Related party fees and expenses | $ 14,500 | $ 16,538 |
Related Party Transactions - Am
Related Party Transactions - Amounts Due from (to) Related Parties (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 421,923 | |
Due to related parties | (909,437) | |
Net due to related parties | (487,514) | $ 0 |
Expense Support | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 421,923 | |
Organization and offering expenses | ||
Related Party Transaction [Line Items] | ||
Due to related parties | (20,618) | |
Base management fees | ||
Related Party Transaction [Line Items] | ||
Due to related parties | (71,213) | |
Total return incentive fee | ||
Related Party Transaction [Line Items] | ||
Due to related parties | (762,609) | |
Reimbursement of third-party operating expenses | ||
Related Party Transaction [Line Items] | ||
Due to related parties | (53,897) | |
Annual distribution and shareholder servicing fees | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ (1,100) |
Distributions - Declared (Detai
Distributions - Declared (Details) - USD ($) | 3 Months Ended | 8 Months Ended | ||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Cash Distributions Declared | $ 2,388,458 | |||
Distributions Reinvested | 57,621 | |||
Cash Distributions Net of Distributions Reinvested | $ 2,330,837 | |||
First Quarter 2018 (4 record dates) | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Cash Distributions Declared | $ 302,841 | |||
Distributions Reinvested | 2,299 | |||
Cash Distributions Net of Distributions Reinvested | $ 300,542 | |||
Second Quarter 2018 (13 record dates) | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Cash Distributions Declared | $ 1,026,590 | |||
Distributions Reinvested | 19,766 | |||
Cash Distributions Net of Distributions Reinvested | $ 1,006,824 | |||
Third Quarter 2018 (13 record dates) | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Cash Distributions Declared | $ 1,059,027 | |||
Distributions Reinvested | 35,556 | |||
Cash Distributions Net of Distributions Reinvested | $ 1,023,471 |
Distributions - Distribution Pe
Distributions - Distribution Per Class (Details) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
March 7, 2018 | Class FA | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | $ 0.020604 |
March 7, 2018 | Class A | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | 0.020604 |
March 7, 2018 | Class T | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | 0.016484 |
March 7, 2018 | Class D | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | 0.018544 |
March 7, 2018 | Class I | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | 0.020604 |
March 13, 2018 - September 28, 2018 | Class FA | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | 0.024038 |
March 13, 2018 - September 28, 2018 | Class A | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | 0.024038 |
March 13, 2018 - September 28, 2018 | Class T | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | 0.019231 |
March 13, 2018 - September 28, 2018 | Class D | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | 0.021635 |
March 13, 2018 - September 28, 2018 | Class I | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |
Declared distribution (in dollars per share) | $ 0.024038 |
Distributions - Declared on GAA
Distributions - Declared on GAAP Basis (Detail) - USD ($) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Amount | $ 2,388,458 | |
% of Cash Distributions Declared | 100.00% | |
Expense support | $ 234,565 | $ 421,923 |
From net investment income | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Amount | $ 2,329,004 | |
% of Cash Distributions Declared | 97.50% | |
Expense support | $ 421,923 | |
Distributions in excess of net investment income | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Amount | $ 59,454 | |
% of Cash Distributions Declared | 2.50% | |
Class FA | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Amount | $ 2,344,214 | |
Class A | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Amount | 1,351 | |
Class T | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Amount | 2,601 | |
Class D | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Amount | 11,133 | |
Class I | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Amount | $ 29,159 |
Distributions - Additional Info
Distributions - Additional Information (Detail) - Distribution Date 1 - $ / shares | 1 Months Ended | 9 Months Ended | |
Nov. 30, 2018 | Oct. 31, 2018 | Sep. 30, 2018 | |
Class FA | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | $ 0.020604 | ||
Class A | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | 0.020604 | ||
Class T | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | 0.016484 | ||
Class D | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | 0.018544 | ||
Class I | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | $ 0.020604 | ||
Subsequent Event | Class FA | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | $ 0.024038 | $ 0.024038 | |
Subsequent Event | Class A | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | 0.024038 | 0.024038 | |
Subsequent Event | Class T | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | 0.019231 | 0.019231 | |
Subsequent Event | Class D | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | 0.021635 | 0.021635 | |
Subsequent Event | Class I | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Declared distribution (in dollars per share) | $ 0.024038 | $ 0.024038 |
Capital Transactions -Additiona
Capital Transactions -Additional Information (Detail) - USD ($) | Mar. 07, 2018 | Feb. 07, 2018 | Dec. 31, 2017 | Sep. 30, 2018 |
Investment Company, Capital Share Transactions [Line Items] | ||||
Purchase price of shares issued | $ 87,982,987 | |||
Shares offered | $ 1,000,000,000 | |||
Minimum public offering requirement | 5,000 | |||
Distribution Reinvestment Plan | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares offered | $ 100,000,000 | |||
Public Offering and Private Placement | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 3,511,030 | |||
Gross Proceeds | $ 88,029,000 | |||
Minimum public offering requirement | 2,000,000 | |||
Class FA | Private Placement | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 3,300,000 | 3,258,260 | ||
Minimum offering requirement | $ 80,000,000 | |||
Gross Proceeds | $ 81,700,000 | $ 81,456,500 | ||
Number of shares offered in private placement | 85,000,000 | |||
Share price (usd per share) | $ 25 | |||
Class A | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 0 | |||
Initial per share public offering price | $ 27.32 | |||
Class A | Private Placement | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Number of shares offered in private placement | 115,000,000 | |||
Class A | Public Offering | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 11,500 | |||
Gross Proceeds | $ 320,000 | |||
Share price (usd per share) | $ 28.74 | |||
Class T | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Initial per share public offering price | 26.25 | |||
Class T | Public Offering | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 20,032 | |||
Gross Proceeds | $ 545,000 | |||
Share price (usd per share) | $ 27.7 | |||
Class D | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Initial per share public offering price | 25 | |||
Class D | Public Offering | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 81,143 | |||
Gross Proceeds | $ 2,095,000 | |||
Share price (usd per share) | $ 26.28 | |||
Class I | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Initial per share public offering price | $ 25 | |||
Class I | Public Offering | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 140,095 | |||
Gross Proceeds | $ 3,612,500 | |||
Share price (usd per share) | $ 26.35 | |||
Sub Manager | Class FA | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 4,000 | |||
Manager | Class FA | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 4,000 | |||
Manager and Sub-Manager | Class FA | ||||
Investment Company, Capital Share Transactions [Line Items] | ||||
Shares Issued | 8,000 | |||
Purchase price of shares issued | $ 200,000 |
Capital Transactions - Summary
Capital Transactions - Summary of Shares Issued and Proceeds Received in Connection with Private Placement (Detail) - USD ($) | Feb. 07, 2018 | Sep. 30, 2018 |
Investment Company, Capital Share Transactions [Line Items] | ||
Distributions reinvested, proceeds to company | $ 43,753 | |
Public Offering and Private Placement | ||
Investment Company, Capital Share Transactions [Line Items] | ||
Shares Issued | 3,511,030 | |
Gross Proceeds | $ 88,029,000 | |
Up-front Selling Commissions and Dealer Manager Fees | (46,013) | |
Net Proceeds to Company | $ 87,982,987 | |
Distributions reinvested, Shares | 1,707 | |
Distributions reinvested, proceeds to company | $ 43,753 | |
Shares issued, Net of reinvestments | 3,512,737 | |
Net Proceeds to Company | $ 88,026,740 | |
Average Net Proceeds per Share | $ 25.06 | |
Class FA | Private Placement | ||
Investment Company, Capital Share Transactions [Line Items] | ||
Shares Issued | 3,300,000 | 3,258,260 |
Gross Proceeds | $ 81,700,000 | $ 81,456,500 |
Up-front Selling Commissions and Dealer Manager Fees | 0 | |
Net Proceeds to Company | $ 81,456,500 | |
Distributions reinvested, Shares | 0 | |
Distributions reinvested, proceeds to company | $ 0 | |
Shares issued, Net of reinvestments | 3,258,260 | |
Net Proceeds to Company | $ 81,456,500 | |
Average Net Proceeds per Share | $ 25 | |
Class A | ||
Investment Company, Capital Share Transactions [Line Items] | ||
Shares Issued | 0 | |
Class A | Public Offering | ||
Investment Company, Capital Share Transactions [Line Items] | ||
Shares Issued | 11,500 | |
Gross Proceeds | $ 320,000 | |
Up-front Selling Commissions and Dealer Manager Fees | (20,125) | |
Net Proceeds to Company | $ 299,875 | |
Distributions reinvested, Shares | 1,356 | |
Distributions reinvested, proceeds to company | $ 34,698 | |
Shares issued, Net of reinvestments | 12,856 | |
Net Proceeds to Company | $ 334,573 | |
Average Net Proceeds per Share | $ 26.02 | |
Class T | Public Offering | ||
Investment Company, Capital Share Transactions [Line Items] | ||
Shares Issued | 20,032 | |
Gross Proceeds | $ 545,000 | |
Up-front Selling Commissions and Dealer Manager Fees | (25,888) | |
Net Proceeds to Company | $ 519,112 | |
Distributions reinvested, Shares | 1 | |
Distributions reinvested, proceeds to company | $ 17 | |
Shares issued, Net of reinvestments | 20,033 | |
Net Proceeds to Company | $ 519,129 | |
Average Net Proceeds per Share | $ 25.91 | |
Class D | Public Offering | ||
Investment Company, Capital Share Transactions [Line Items] | ||
Shares Issued | 81,143 | |
Gross Proceeds | $ 2,095,000 | |
Up-front Selling Commissions and Dealer Manager Fees | 0 | |
Net Proceeds to Company | $ 2,095,000 | |
Distributions reinvested, Shares | 203 | |
Distributions reinvested, proceeds to company | $ 5,265 | |
Shares issued, Net of reinvestments | 81,346 | |
Net Proceeds to Company | $ 2,100,265 | |
Average Net Proceeds per Share | $ 25.82 | |
Class I | Public Offering | ||
Investment Company, Capital Share Transactions [Line Items] | ||
Shares Issued | 140,095 | |
Gross Proceeds | $ 3,612,500 | |
Up-front Selling Commissions and Dealer Manager Fees | 0 | |
Net Proceeds to Company | $ 3,612,500 | |
Distributions reinvested, Shares | 147 | |
Distributions reinvested, proceeds to company | $ 3,773 | |
Shares issued, Net of reinvestments | 140,242 | |
Net Proceeds to Company | $ 3,616,273 | |
Average Net Proceeds per Share | $ 25.79 |
Financial Highlights - Schedule
Financial Highlights - Schedule of Financial Highlights (Detail) - USD ($) | 3 Months Ended | 8 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Feb. 06, 2018 | Dec. 31, 2017 | |
OPERATING PERFORMANCE PER SHARE | ||||
Net investment income (usd per share) | $ 0.30 | $ 0.70 | ||
Net assets at end of period | $ 92,937,159 | $ 92,937,159 | $ 200,000 | $ 200,000 |
Class FA | ||||
OPERATING PERFORMANCE PER SHARE | ||||
Net Asset Value, Beginning of Period (usd per shares) | $ 25 | |||
Net investment income, before expense support (usd per shares) | 0.60 | |||
Expense support (usd per shares) | 0.11 | |||
Net investment income (usd per share) | 0.71 | |||
Net realized and unrealized gains (usd per shares) | 1.42 | |||
Net increase resulting from investment operations (usd per shares) | 2.13 | |||
Distributions from net investment income (usd per share) | (0.72) | |||
Net Decrease Resulting From Distributions to Shareholders, Per Share (usd per shares) | (0.72) | |||
Net Asset Value, End of Period (usd per shares) | $ 26.41 | $ 26.41 | ||
Net assets at end of period | $ 86,246,002 | $ 86,246,002 | 200,000 | |
Average net assets | $ 83,117,106 | $ 83,117,106 | ||
Shares outstanding end of period (in shares) | 3,266,260 | 3,266,260 | ||
Total investment return based on net asset value before total return incentive fee | 9.06% | |||
Total investment return based on net asset value after total return incentive fee | 8.62% | |||
Ratios to average net assets: | ||||
Total operating expenses before total return incentive fee and expense support | 2.28% | |||
Total operating expenses before expense support | 3.16% | |||
Net investment income (loss) before total return incentive fee(8) | 2.72% | |||
Net investment income (loss) before total return incentive fee(8) | 3.21% | |||
Net investment income (loss) | 2.77% | |||
Class A | ||||
OPERATING PERFORMANCE PER SHARE | ||||
Net Asset Value, Beginning of Period (usd per shares) | $ 25 | |||
Net investment income, before expense support (usd per shares) | (0.71) | |||
Expense support (usd per shares) | 1.01 | |||
Net investment income (usd per share) | 0.30 | |||
Net realized and unrealized gains (usd per shares) | 1.58 | |||
Net increase resulting from investment operations (usd per shares) | 1.88 | |||
Distributions from net investment income (usd per share) | (0.60) | |||
Net Decrease Resulting From Distributions to Shareholders, Per Share (usd per shares) | (0.60) | |||
Net Asset Value, End of Period (usd per shares) | $ 26.28 | $ 26.28 | ||
Net assets at end of period | $ 337,819 | $ 337,819 | 0 | |
Average net assets | $ 52,416 | $ 52,416 | ||
Shares outstanding end of period (in shares) | 12,856 | 12,856 | ||
Total investment return based on net asset value before total return incentive fee | 7.62% | |||
Total investment return based on net asset value after total return incentive fee | 7.62% | |||
Ratios to average net assets: | ||||
Total operating expenses before total return incentive fee and expense support | 13.40% | |||
Total operating expenses before expense support | 15.16% | |||
Net investment income (loss) before total return incentive fee(8) | 9.47% | |||
Net investment income (loss) before total return incentive fee(8) | 1.52% | |||
Net investment income (loss) | 1.52% | |||
Class T | ||||
OPERATING PERFORMANCE PER SHARE | ||||
Net Asset Value, Beginning of Period (usd per shares) | $ 25.16 | |||
Net investment income, before expense support (usd per shares) | (0.70) | |||
Expense support (usd per shares) | 0.88 | |||
Net investment income (usd per share) | 0.18 | |||
Net realized and unrealized gains (usd per shares) | 1.37 | |||
Net increase resulting from investment operations (usd per shares) | 1.55 | |||
Distributions from net investment income (usd per share) | (0.35) | |||
Net Decrease Resulting From Distributions to Shareholders, Per Share (usd per shares) | (0.35) | |||
Net Asset Value, End of Period (usd per shares) | $ 26.36 | $ 26.36 | ||
Net assets at end of period | $ 528,019 | $ 528,019 | 0 | |
Average net assets | $ 181,592 | $ 181,592 | ||
Shares outstanding end of period (in shares) | 20,033 | 20,033 | ||
Total investment return based on net asset value before total return incentive fee | 6.23% | |||
Total investment return based on net asset value after total return incentive fee | 6.23% | |||
Ratios to average net assets: | ||||
Total operating expenses before total return incentive fee and expense support | 6.36% | |||
Total operating expenses before expense support | 7.63% | |||
Net investment income (loss) before total return incentive fee(8) | 4.57% | |||
Net investment income (loss) before total return incentive fee(8) | 1.02% | |||
Net investment income (loss) | 1.02% | |||
Class D | ||||
OPERATING PERFORMANCE PER SHARE | ||||
Net Asset Value, Beginning of Period (usd per shares) | $ 25.26 | |||
Net investment income, before expense support (usd per shares) | (0.50) | |||
Expense support (usd per shares) | 0.49 | |||
Net investment income (usd per share) | (0.01) | |||
Net realized and unrealized gains (usd per shares) | 1.25 | |||
Net increase resulting from investment operations (usd per shares) | 1.24 | |||
Distributions from net investment income (usd per share) | (0.30) | |||
Net Decrease Resulting From Distributions to Shareholders, Per Share (usd per shares) | (0.30) | |||
Net Asset Value, End of Period (usd per shares) | $ 26.20 | $ 26.20 | ||
Net assets at end of period | $ 2,131,602 | $ 2,131,602 | 0 | |
Average net assets | $ 914,136 | $ 914,136 | ||
Shares outstanding end of period (in shares) | 81,346 | 81,346 | ||
Total investment return based on net asset value before total return incentive fee | 4.94% | |||
Total investment return based on net asset value after total return incentive fee | 4.94% | |||
Ratios to average net assets: | ||||
Total operating expenses before total return incentive fee and expense support | 4.72% | |||
Total operating expenses before expense support | 5.65% | |||
Net investment income (loss) before total return incentive fee(8) | 4.49% | |||
Net investment income (loss) before total return incentive fee(8) | (0.11%) | |||
Net investment income (loss) | (0.11%) | |||
Class I | ||||
OPERATING PERFORMANCE PER SHARE | ||||
Net Asset Value, Beginning of Period (usd per shares) | $ 25 | |||
Net investment income, before expense support (usd per shares) | (0.55) | |||
Expense support (usd per shares) | 0.87 | |||
Net investment income (usd per share) | 0.32 | |||
Net realized and unrealized gains (usd per shares) | 1.60 | |||
Net increase resulting from investment operations (usd per shares) | 1.92 | |||
Distributions from net investment income (usd per share) | (0.58) | |||
Net Decrease Resulting From Distributions to Shareholders, Per Share (usd per shares) | (0.58) | |||
Net Asset Value, End of Period (usd per shares) | $ 26.34 | $ 26.34 | ||
Net assets at end of period | $ 3,693,717 | $ 3,693,717 | $ 0 | |
Average net assets | $ 1,237,181 | $ 1,237,181 | ||
Shares outstanding end of period (in shares) | 140,242 | 140,242 | ||
Total investment return based on net asset value before total return incentive fee | 7.76% | |||
Total investment return based on net asset value after total return incentive fee | 7.76% | |||
Ratios to average net assets: | ||||
Total operating expenses before total return incentive fee and expense support | 6.21% | |||
Total operating expenses before expense support | 7.93% | |||
Net investment income (loss) before total return incentive fee(8) | 4.78% | |||
Net investment income (loss) before total return incentive fee(8) | 1.93% | |||
Net investment income (loss) | 1.93% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Distribution Date 1 - $ / shares | 1 Months Ended | 9 Months Ended | |
Nov. 30, 2018 | Oct. 31, 2018 | Sep. 30, 2018 | |
Class FA | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | $ 0.020604 | ||
Class A | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | 0.020604 | ||
Class T | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | 0.016484 | ||
Class D | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | 0.018544 | ||
Class I | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | $ 0.020604 | ||
Subsequent Event | Class FA | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | $ 0.024038 | $ 0.024038 | |
Subsequent Event | Class A | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | 0.024038 | 0.024038 | |
Subsequent Event | Class T | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | 0.019231 | 0.019231 | |
Subsequent Event | Class D | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | 0.021635 | 0.021635 | |
Subsequent Event | Class I | |||
Subsequent Event [Line Items] | |||
Declared distribution (in dollars per share) | $ 0.024038 | $ 0.024038 |
Subsequent Events - Summary of
Subsequent Events - Summary of New Public Offering Prices and Applicable Upfront Selling Commissions and Dealer Manager Fees (Detail) - Subsequent Event - $ / shares | Oct. 18, 2018 | Nov. 02, 2018 |
Subsequent Event [Line Items] | ||
Public Offering Price, Per Share (in dollars per share) | $ 26.28 | |
Class A | ||
Subsequent Event [Line Items] | ||
Public Offering Price, Per Share (in dollars per share) | $ 28.7177870345571 | 26.28 |
Selling Commissions, Per Share (in dollars per share) | 1.72306722207343 | |
Dealer Manager Fees, Per Share (in dollars per share) | 0.717944675863929 | |
Class T | ||
Subsequent Event [Line Items] | ||
Public Offering Price, Per Share (in dollars per share) | 27.6716664026326 | 26.36 |
Selling Commissions, Per Share (in dollars per share) | 0.830149992078977 | |
Dealer Manager Fees, Per Share (in dollars per share) | 0.48425416204607 | |
Class D | ||
Subsequent Event [Line Items] | ||
Public Offering Price, Per Share (in dollars per share) | 26.2040081253988 | 26.20 |
Selling Commissions, Per Share (in dollars per share) | 0 | |
Dealer Manager Fees, Per Share (in dollars per share) | 0 | |
Class I | ||
Subsequent Event [Line Items] | ||
Public Offering Price, Per Share (in dollars per share) | 26.3381507468137 | $ 26.34 |
Selling Commissions, Per Share (in dollars per share) | 0 | |
Dealer Manager Fees, Per Share (in dollars per share) | $ 0 |
Subsequent Events - Gross Proce
Subsequent Events - Gross Proceeds (Detail) - USD ($) | 1 Months Ended | 8 Months Ended | |
Nov. 02, 2018 | Sep. 30, 2018 | Oct. 18, 2018 | |
Class A | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 0 | ||
Class A | Public Offering | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 11,500 | ||
Proceeds from sale of new shares | $ 320,000 | ||
Up-front Selling Commissions and Dealer Manager Fees | (20,125) | ||
Net Proceeds to Company | $ 299,875 | ||
Shares (in shares) | 12,856 | ||
Net Proceeds to Company | $ 334,573 | ||
Average Net Proceeds Per Share (in dollars per share) | $ 26.02 | ||
Class I | Public Offering | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 140,095 | ||
Proceeds from sale of new shares | $ 3,612,500 | ||
Up-front Selling Commissions and Dealer Manager Fees | 0 | ||
Net Proceeds to Company | $ 3,612,500 | ||
Shares (in shares) | 140,242 | ||
Net Proceeds to Company | $ 3,616,273 | ||
Average Net Proceeds Per Share (in dollars per share) | $ 25.79 | ||
Class T | Public Offering | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 20,032 | ||
Proceeds from sale of new shares | $ 545,000 | ||
Up-front Selling Commissions and Dealer Manager Fees | (25,888) | ||
Net Proceeds to Company | $ 519,112 | ||
Shares (in shares) | 20,033 | ||
Net Proceeds to Company | $ 519,129 | ||
Average Net Proceeds Per Share (in dollars per share) | $ 25.91 | ||
Class D | Public Offering | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 81,143 | ||
Proceeds from sale of new shares | $ 2,095,000 | ||
Up-front Selling Commissions and Dealer Manager Fees | 0 | ||
Net Proceeds to Company | $ 2,095,000 | ||
Shares (in shares) | 81,346 | ||
Net Proceeds to Company | $ 2,100,265 | ||
Average Net Proceeds Per Share (in dollars per share) | $ 25.82 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 90,265 | ||
Net Proceeds to Company | $ 2,372,308 | ||
Average Net Proceeds Per Share (in dollars per share) | $ 26.28 | ||
Subsequent Event | Public Offering | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 89,737 | ||
Proceeds from sale of new shares | $ 2,451,500 | ||
Up-front Selling Commissions and Dealer Manager Fees | (93,060) | ||
Net Proceeds to Company | $ 2,358,440 | ||
Subsequent Event | Distribution Reinvestment Plan | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 528 | ||
Proceeds from sale of new shares | $ 13,868 | ||
Subsequent Event | Class A | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 38,019 | ||
Net Proceeds to Company | $ 999,100 | ||
Average Net Proceeds Per Share (in dollars per share) | $ 26.28 | $ 28.7177870345571 | |
Subsequent Event | Class A | Public Offering | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 37,766 | ||
Proceeds from sale of new shares | $ 1,075,500 | ||
Up-front Selling Commissions and Dealer Manager Fees | (83,038) | ||
Net Proceeds to Company | $ 992,462 | ||
Subsequent Event | Class A | Distribution Reinvestment Plan | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 253 | ||
Proceeds from sale of new shares | $ 6,638 | ||
Subsequent Event | Class I | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 22,455 | ||
Net Proceeds to Company | $ 591,475 | ||
Average Net Proceeds Per Share (in dollars per share) | $ 26.34 | 26.3381507468137 | |
Subsequent Event | Class I | Public Offering | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 22,399 | ||
Proceeds from sale of new shares | $ 590,000 | ||
Up-front Selling Commissions and Dealer Manager Fees | 0 | ||
Net Proceeds to Company | $ 590,000 | ||
Subsequent Event | Class I | Distribution Reinvestment Plan | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 56 | ||
Proceeds from sale of new shares | $ 1,475 | ||
Subsequent Event | Class T | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 7,629 | ||
Net Proceeds to Company | $ 201,072 | ||
Average Net Proceeds Per Share (in dollars per share) | $ 26.36 | 27.6716664026326 | |
Subsequent Event | Class T | Public Offering | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 7,625 | ||
Proceeds from sale of new shares | $ 211,000 | ||
Up-front Selling Commissions and Dealer Manager Fees | (10,022) | ||
Net Proceeds to Company | $ 200,978 | ||
Subsequent Event | Class T | Distribution Reinvestment Plan | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 4 | ||
Proceeds from sale of new shares | $ 94 | ||
Subsequent Event | Class D | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 22,162 | ||
Net Proceeds to Company | $ 580,661 | ||
Average Net Proceeds Per Share (in dollars per share) | $ 26.20 | $ 26.2040081253988 | |
Subsequent Event | Class D | Public Offering | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 21,947 | ||
Proceeds from sale of new shares | $ 575,000 | ||
Up-front Selling Commissions and Dealer Manager Fees | 0 | ||
Net Proceeds to Company | $ 575,000 | ||
Subsequent Event | Class D | Distribution Reinvestment Plan | |||
Subsequent Event [Line Items] | |||
Shares (in shares) | 215 | ||
Proceeds from sale of new shares | $ 5,661 |