Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 14, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Nuveen Global Cities REIT, Inc. | |
Entity Central Index Key | 1,711,799 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class N shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Class I shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 59,300 | |
Class T shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class S shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class D shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Assets | |||
Investments in real estate, net | $ 114,021 | $ 114,822 | |
Investments in real estate-related securities, at fair value | 20,218 | ||
Cash and cash equivalents | [1] | 60,861 | 3,681 |
Intangible assets, net | 6,359 | 7,305 | |
Other assets | 578 | 92 | |
Total assets | 202,037 | 125,900 | |
Liabilities and Equity | |||
Accounts payable, accrued expenses, and other liabilities | 2,762 | 1,728 | |
Due to affiliates | 3,383 | ||
Intangible liabilities, net | 234 | 250 | |
Total liabilities | 6,379 | 1,978 | |
Equity | |||
Common stock - Class N shares, $0.01 par value per share, 100,000,000 shares authorized, 20,000,000 and 12,425,000 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 200 | 124 | |
Additional paid-in capital | 197,301 | 124,126 | |
Accumulated deficit | (1,843) | (328) | |
Total equity | 195,658 | 123,922 | |
Total liabilities and equity | $ 202,037 | $ 125,900 | |
[1] | Nuveen Global Cities REIT, Inc. was formed on May 1, 2017; accordingly there were no operations during the period ended March 31, 2017. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 2,100,000,000 | 100,000,000 |
Class N shares | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,000,000 | 12,425,000 |
Common stock, shares outstanding | 20,000,000 | 12,425,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)$ / sharesshares | [1] | |
Revenues | ||
Rental revenue | $ 2,268 | |
Tenant reimbursement income | 554 | |
Total revenues | 2,822 | |
Expenses | ||
Rental property operating expenses | 966 | |
General and administrative expenses | 1,691 | |
Advisory fee | 295 | |
Depreciation and amortization | 1,773 | |
Total expenses | 4,725 | |
Other income | ||
Income from real estate-related securities | 388 | |
Total other income | 388 | |
Net loss | $ (1,515) | |
Net loss per share of common stock - basic and diluted | $ / shares | $ (0.08) | |
Weighted-average shares of common stock outstanding, basic and diluted | shares | 18,148,333 | |
[1] | Nuveen Global Cities REIT, Inc. was formed on May 1, 2017; accordingly there were no operations during the period ended March 31, 2017. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Class N shares | Par Value Common Stock | Par Value Common StockClass N shares | Additional Paid-in Capital | Additional Paid-in CapitalClass N shares | Accumulated Deficit | |
Beginning balance at Dec. 31, 2017 | $ 123,922 | $ 124 | $ 124,126 | $ (328) | ||||
Issuance of 7,575,000 shares of Common Stock - Class N shares (net of $2,510 of offering costs) | $ 73,240 | $ 76 | $ 73,164 | |||||
Amortization of restricted stock grants | 11 | 11 | ||||||
Net loss | (1,515) | [1] | (1,515) | |||||
Ending balance at Mar. 31, 2018 | $ 195,658 | $ 200 | $ 197,301 | $ (1,843) | ||||
[1] | Nuveen Global Cities REIT, Inc. was formed on May 1, 2017; accordingly there were no operations during the period ended March 31, 2017. |
Consolidated Statement of Chan6
Consolidated Statement of Changes in Equity (Parenthetical) (Unaudited) - Class N shares $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)shares | |
Issuance of common stock, shares | shares | 7,575,000 |
Net of offering costs | $ | $ 2,510 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($) | [1] | |
Cash flows from operating activities: | ||
Net loss | $ (1,515) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 1,773 | |
Unrealized gain on changes in fair value of real estate-related securities | (274) | |
Straight line rent adjustment | (45) | |
Amortization of above and below-market lease intangibles | (16) | |
Amortization of restricted stock grants | 11 | |
Change in assets and liabilities: | ||
Increase in other assets | (441) | |
Increase in due to affiliates | 873 | |
Increase in accounts payable, accrued expenses, and other liabilities | 1,034 | |
Net cash provided by operating activities | 1,400 | |
Cash flows from investing activities: | ||
Capital improvements to real estate | (26) | |
Purchase of real estate-related securities | (19,944) | |
Net cash used in investing activities | (19,970) | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 75,750 | |
Net cash provided by financing activities | 75,750 | |
Net increase in cash and cash equivalents | 57,180 | |
Cash and cash equivalents, beginning of period | 3,681 | |
Cash and cash equivalents, end of period | 60,861 | |
Non-cash investing activities: | ||
Accrued offering costs due to affiliate | $ 2,510 | |
[1] | Nuveen Global Cities REIT, Inc. was formed on May 1, 2017; accordingly there were no operations during the period ended March 31, 2017. |
Organization and Business Purpo
Organization and Business Purpose | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Purpose | Note 1. Organization and Business Purpose Nuveen Global Cities REIT, Inc. (the “Company”) was formed on May 1, 2017 as a Maryland corporation and intends to elect to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2018. The Company’s sponsor is Nuveen, LLC (the “Sponsor”), a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). The Company is the sole general partner of Nuveen Global Cities REIT OP, LP, a Delaware limited partnership (“Nuveen OP”). Nuveen OP has issued a limited partner interest to Nuveen Global Cities REIT LP, LLC (the “Limited Partner”), a wholly owned subsidiary of the Company. The Company was organized to invest primarily in stabilized income-oriented commercial real estate in the United States and that a substantial but lesser portion of the Company’s portfolio will include real properties located in Canada, Europe and the Asia-Pacific region. Substantially all of the Company’s business will be conducted through Nuveen OP. The Company and Nuveen OP are externally managed by TH Real Estate Global Cities Advisors, LLC (the “Advisor”), an indirect, wholly owned subsidiary of the Sponsor. Pursuant to a registration statement on Form S-11, the Company has registered with the Securities and Exchange Commission (the “SEC”) an offering of up to $5.0 billion in shares of common stock, consisting of up to $4.0 billion in shares in its primary offering and up to $1.0 billion in shares pursuant to its distribution reinvestment plan (the “Offering”). The registration statement was declared effective on January 31, 2018. The Company is publicly selling any combination of four classes of shares of its common stock, Class D shares, Class S shares, Class T shares and Class I shares, with a dollar value up to the maximum offering amount. The publicly offered share classes have different upfront selling commissions and ongoing stockholder servicing fees. The purchase price per share for each class of common stock in the Offering varies and will generally equal the Company’s prior month’s net asset value (“NAV”) per share, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, and in the opinion of management, include all necessary adjustments, consisting of only normal and recurring items, necessary for a fair statement of the Company’s financial position and results of operations for the interim period. These financial statements have been prepared by the Company in accordance with for interim financial information and the applicable rules and regulations of the SEC. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. All intercompany balances and transactions have been eliminated in consolidation. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Investments in Real Estate In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, the Company accounts for the transaction as an asset acquisition. Whether the acquisition of a property acquired is considered a business combination or asset acquisition, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company expenses acquisition-related costs associated with business combinations as they are incurred. The Company capitalizes acquisition-related costs associated with asset acquisition. Upon acquisition of a property, the Company assesses the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, above-market and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocates the purchase price to the acquired assets and assumed liabilities. The Company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including but not limited to the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on its acquisitions to date, the Company’s allocation to customer relationship intangible assets has not been material. The Company records acquired above-market and below-market leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses. The amortization of acquired below-market leases is recorded as an adjustment to rental revenue on the Company’s Consolidated Statement of Operations. The amortization of in-place leases is recorded as an adjustment to depreciation and amortization expense on the Consolidated Statement of Operations. The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows: Description Depreciable Life Building and building improvements 40 years Land improvements 15 years Furniture, fixtures and equipment 3-7 years Lease intangibles Over lease term Significant improvements to properties are capitalized. When assets are sold or retired, their costs and related accumulated depreciation or amortization are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period. Repairs and maintenance are expensed to operations as incurred and are included in rental property operating expense on the Company’s Consolidated Statement of Operations. The Company’s management reviews its real estate properties for impairment each quarter or when there is an event or change in circumstances that indicates an impaired value. If the carrying amount of the real estate investment is no longer recoverable and exceeds the fair value such investment, an impairment loss is recognized. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material to the Company’s results. If the Company determines that an impairment has occurred, the affected assets must be reduced to their fair value, less cost to sell. During the period presented, no such impairment occurred. Investments in Real Estate-Related Securities The Company has elected to classify its investment in real estate-related securities as trading securities and carry such investments at estimated fair value. As such, the resulting gains and losses are recorded as a component of income from real estate-related securities on the Consolidated Statement of Operations. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments. Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date. Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. The carrying amounts of financial instruments such as other assets, accounts payable, accrued expenses and other liabilities approximate their fair values due to the short-term maturities and market rates of interest of these instruments. As of March 31, 2018, the Company’s $20.2 million of investments in real-estate related securities consisted of shares of common stock of publicly-traded real estate investment trusts and were classified as Level 1. These investments are recorded at fair value based on the closing price of the common stock as reported by national securities exchanges. Revenue Recognition The Company’s sources of revenue arising from leasing arrangements and the related revenue recognition policies are as follows: Rental revenue — primarily consists of base rent arising from tenant operating leases at the Company’s office, industrial, multifamily, and retail properties. Rental revenue is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Tenant reimbursement income — consists primarily of amounts due from tenants for costs related to common area maintenance, real estate taxes, and other recoverable costs included in lease agreements. The Company recognizes the reimbursement of such costs incurred as tenant reimbursement income. Cash and Cash Equivalents Cash and cash equivalents represents cash held in banks, cash on hand and liquid investments with original maturities of three months or less at the time of purchase. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash with high credit-quality institutions to minimize credit risk. Income Taxes The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with its taxable year ending December 31, 2018. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. The Company may elect to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (“TRSs”). There were no active TRSs since May 19, 2017 (date of initial capitalization) through March 31, 2018. In general, a TRS may perform additional services for the Company’s tenants and generally may engage in any real estate or non-real estate-related business other than management or operation of a lodging facility or a health care facility. A domestic TRS is subject to corporate federal income tax. Tax legislation commonly referred to as the Tax Cuts & Jobs Act (the “TCJA”) was enacted on December 22, 2017. Among other things, the TCJA reduces the U.S. federal corporate income tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings. Although management is still evaluating the effects of the TCJA, the Company does not believe that the TCJA will materially impact its consolidated financial statements. This is due to the fact that the Company is operating in a manner which will allow it to qualify as a REIT which will result in a full valuation allowance being recorded against its deferred tax balances. The Company also estimates that the new taxes on foreign-sourced earnings are not likely to apply to its foreign investments. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under ASC 740, Income Taxes. Though the Company believes that the impacts of the TCJA will be immaterial to its financial results, the Company continues to analyze certain aspects of the TCJA, therefore its estimates may change as additional information becomes available. Many of the provisions of the TCJA will require guidance through the issuance of Treasury regulations in order to assess their effect. There may be a substantial delay before such regulations are promulgated, increasing the uncertainty as to the ultimate effect of the statutory amendments on the Company. It is also likely that there will be technical corrections legislation proposed with respect to the TCJA this year, the effect of which cannot be predicted and may be adverse to the Company or its stockholders. The Company is a taxable subchapter C corporation for its initial tax year ending December 31, 2017. The Company is indirectly wholly-owned by TIAA as of December 31, 2017 and will be included in TIAA’s consolidated U.S. corporation income tax return for its initial tax year. In accordance with SEC Staff Accounting Bulletin No. 1B (“SAB1B”) in conjunction with ASC740, the Company has determined its income tax provision on a separate return basis. The income tax provision as of March 31, 2018 and December 31, 2017 is zero. Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss for the period by the weighted average number of common shares and common share equivalents outstanding (unless their effect is anti-dilutive) for the period. There are no common share equivalents outstanding that would have a dilutive effect as a result of the net loss, and accordingly, the weighted average number of common shares outstanding is identical for the three months ended March 31, 2018 for both basic and diluted shares. Organization and Offering Expenses Organization costs are expensed as incurred and recorded as a component of General and Administrative Expenses on the Company’s Consolidated Statement of Operations and offering costs are charged to equity as such amounts are incurred. The Advisor has agreed to advance organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the organization, but excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) through the fourth full fiscal quarter after the Company’s acquisition of its first property. The Company reimburses the Advisor for all such advanced expenses ratably over a 60 month period following December 31, 2018. As of March 31, 2018, the Advisor and its affiliates had incurred organization and offering expenses on the Company’s behalf of $3.4 million, consisting of offering costs of $2.5 million and organization costs of $0.9 million. Such costs became the Company’s liability on January 31, 2018, the date as of which the Offering was declared effective. These organization and offering costs are recorded as Due to Affiliates on the Company’s Consolidated Balance Sheet as of March 31, 2018. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606).” Beginning January 1, 2018, the Company was required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and has included additional disclosure requirements. The majority of the Company’s revenue is derived from tenant leases at multifamily and industrial properties and the Company has concluded that the adoption of ASU 2014-09 did not have an impact on both the rental revenue and tenant reimbursement income revenue streams. The Company has adopted this standard on January 1, 2018 using the modified retrospective method, and the cumulative impact did not have an impact on equity. Accordingly, there are no differences between the amounts as reported in the Company’s Consolidated Balance Sheet as of March 31, 2018 and its Consolidated Statement of Operations for the three months ended March 31, 2018 compared to without the adoption of ASU 2014-09. However, upon adoption of the new leasing standard, ASU 2014-09 may impact the presentation of certain lease and non-lease components of revenue. See below for a further description of the expected impact the new leasing standard may have on the Company. In February 2016, the FASB issued ASU 2016-02, “Leases,” which will require organizations that lease assets to recognize the assets and liabilities for the rights and obligations created by those leases on their balance sheet. Additional disclosure regarding a company’s leasing activities will also be expanded under the new guidance. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and requires a modified retrospective transition. The Company is currently evaluating the potential impact of this pronouncement on the Company’s consolidated financial statements from both a lessor and lessee standpoint. Under the new leasing standard, lessor accounting remains substantially the same as current GAAP. However, the classification of certain lease and non-lease components, such as tenant reimbursement income for real estate taxes and insurance, may change but will not impact total revenue. The new lease standard will have a significant impact on lessee accounting. As such, the Company will be required to recognize a right of use asset on the Company’s Consolidated Balance Sheet along with a lease liability equal to the present value of the remaining minimum lease payments for the Company’s ground leases. The Company will elect the available practical expedients. This includes the practical expedient for lessees not to separate lease and non-lease components whereby both components are accounted for and recognized as lease components. In January 2018, the FASB issued a proposal for comment that would allow lessors to elect a similar practical expedient by class of underlying assets to not separate non-lease components from the lease component. The lessor’s practical expedient election would be limited to circumstances in which (i) the timing and pattern of revenue recognition are the same for the non-lease component and the related lease component and (ii) the combined single lease component would be classified as an operating lease. If the proposed practical expedient is issued in its existing form, the Company expects to elect the practical expedient which would allow the Company the ability to combine the lease and non-lease components if the underlying asset meets the two criteria above. The proposed changes were tentatively approved by the FASB in March 2018. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 clarifies the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees, and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The ASU requires retrospective application to all prior periods presented upon adoption. The Company adopted this standard on January 1, 2018 with no material impact on the Company’s consolidated financial statements and related disclosures. In November 2016, FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” ("ASU 2016-18"). The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. GAAP currently does not include specific guidance on the cash flow classification and presentation of changes in restricted cash. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The ASU requires retrospective application to all prior periods presented upon adoption. The Company adopted this standard on January 1, 2018 with no material impact on the Company’s consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09 “Compensation – Stock Compensation (Topic 718) - Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments in this update will be applied prospectively to an award modified on or after the adoption date. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted this standard on January 1, 2018 with no material impact on the Company’s consolidated financial statements and related disclosures. |
Investments in Real Estate
Investments in Real Estate | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Investments in Real Estate | Note 3. Investments in Real Estate Investments in real estate, net consisted of the following (in thousands): March 31, 2018 December 31, 2017 Building and building improvements $ 94,571 $ 94,545 Land and land improvements 18,558 18,558 Furniture, fixtures and equipment 1,842 1,842 Total 114,971 114,945 Accumulated depreciation (950 ) (123 ) Investments in real estate, net $ 114,021 $ 114,822 Depreciation expense was $827,000 for the three months ended March 31, 2018. |
Investments in Real Estate-Rela
Investments in Real Estate-Related Securities | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Investments in Real Estate-Related Securities | Note 4. Investments in Real Estate-Related Securities As of March 31, 2018, the Company’s investments in real estate-related securities included shares of common stock of publicly-traded real estate investment trusts. As described in Note 2, the Company records its investments in real estate-related securities at fair value on its Consolidated Balance Sheets. During the three months ended March 31, 2018, the Company recorded an unrealized gain of $0.3 million on its investments in real estate-related securities and recorded such amount as a component of income from real estate-related investment securities on its Consolidated Statement of Operations. During the three months ended March 31, 2018, the Company did not sell any securities. |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles | Note 5. Intangibles The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities consisted of the following (in thousands): March 31, 2018 December 31, 2017 Intangible assets: In-place lease intangibles $ 5,808 $ 5,808 Other intangibles 1,635 1,635 Total intangible assets $ 7,443 $ 7,443 Accumulated amortization: In-place lease intangibles (955 ) (130 ) Other intangibles (129 ) (8 ) Total accumulated amortization (1,084 ) (138 ) Intangible assets, net $ 6,359 $ 7,305 Intangible liabilities: Below-market lease intangibles $ (250 ) $ (250 ) Accumulated amortization 16 — Intangible liabilities, net $ (234 ) $ (250 ) Amortization expense relating to intangible assets was $946,000 for the three months ended March 31, 2018. Income from the amortization of intangible liabilities was $16,000 for the three months ended March 31, 2018. The estimated future amortization on the Company’s intangibles for each of the next five years and thereafter is as follows (in thousands): In-place Lease Intangibles Other Intangibles Below-market Lease Intangibles Remaining 2018 $ 2,338 $ 361 $ (45 ) 2019 1,031 436 (48 ) 2020 704 353 (44 ) 2021 464 179 (34 ) 2022 253 124 (22 ) Thereafter 63 53 (41 ) $ 4,853 $ 1,506 $ (234 ) The weighted-average amortization periods for the acquired in-place lease intangibles, other intangibles and below-market lease intangibles of the properties acquired during the three months ended March 31, 2018 were five, four and two years, respectively. |
Other Assets and Other Liabilit
Other Assets and Other Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Other Assets and Other Liabilities | Note 6. Other Assets and Other Liabilities The following table summarizes the components of other assets (in thousands): March 31, 2018 December 31, 2017 Receivables $ 232 $ 71 Straight-line rent receivable 59 14 Prepaid expenses 207 7 Other 80 — Total $ 578 $ 92 The following table summarized the components of accounts payable, accrued expenses, and other liabilities (in thousands): March 31, 2018 December 31, 2017 Real estate taxes payable $ 1,129 $ 1,023 Accounts payable and accrued expense 1,164 388 Tenant security deposits 240 239 Other 229 78 Total $ 2,762 $ 1,728 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions Pursuant to the advisory agreement between the Company and the Advisor, the Advisor is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of directors. Certain affiliates of the Company, including the Advisor, will receive fees and compensation, payable monthly, in connection with the offering and ongoing management of the assets of the Company, as follows: Advisory Fee as a % of NAV Class T shares 1.25% Class S shares 1.25% Class D shares 1.25% Class I shares 1.25% Class N shares 0.65% The Company may retain certain of the Advisor’s affiliates for necessary services relating to the Company’s investments or its operations, including construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and other types of insurance, management consulting and other similar operational matters. Any such arrangements will be at market terms and rates. As of March 31, 2018, the Company has not retained an affiliate of the Advisor for any such services. In addition, Nuveen Securities, LLC (the “Dealer Manager”) serves as the dealer manager for the Offering. The Dealer Manager is a registered broker-dealer affiliated with the Advisor. The Company’s obligations under the Dealer Manager Agreement to pay stockholder servicing fees with respect to the Class D, Class S and Class T shares distributed in the Offering shall survive until such shares are no longer outstanding (including because such shares converted into Class I shares). The following table presents the upfront selling commissions and dealer manager fees for each class of shares sold in the Offering, and the stockholder servicing fee per annum based on the aggregate outstanding NAV: Maximum Upfront Maximum Upfront Selling Commissions as a % of Dealer Manager Fees as a % of Stockholder Servicing Transaction Price Transaction Price Fee as a % of NAV Class T shares up to 3.0% 0.50% 0.85% (1) Class S shares up to 3.5% None 0.85% Class D shares None None 0.25% Class I shares None None None (1) Consists of an advisor stockholder servicing fee of 0.65% per annum and a dealer stockholder servicing fee of 0.20% per annum (or other amounts, provided that the sum equals 0.85%), of the aggregate NAV of outstanding Class T shares. The Company will cease paying the stockholder servicing fee with respect to any Class T share, Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the sum of the gross proceeds from the sale of such shares and the aggregate gross proceeds of any shares issued under the distribution reinvestment plan with respect thereto (or, solely with respect to the Class T shares, a lower limit set forth in an agreement between the Dealer Manager and the applicable participating broker-dealer in effect on the date that such shares were sold). At the end of such month, each Class T share, Class S share and Class D share held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. The Company accrues the cost of the stockholder servicing fee as an offering cost at the time each Class T, Class S and Class D share is sold during the primary offering. There is not a stockholder servicing fee with respect to Class I shares. If not already converted into Class I shares upon a determination that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to such shares would exceed the applicable limit as described above, each Class T share, Class S share, Class D share and Class N share held in a stockholder’s account will automatically and without any action on the part of the holder thereof convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share on the earliest of (i) a listing of Class I shares, (ii) the Company’s merger or consolidation with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets, in each case in a transaction in which stockholders receive cash and/or listed securities or (iii) after termination of the primary portion of the offering in which such Class T shares, Class S shares and Class D shares were sold, the end of the month in which the Company, with the assistance of the dealer manager, determines that all underwriting compensation from all sources in connection with the Offering, including upfront selling commissions, the stockholder servicing fee and other underwriting compensation, is equal to 10% of the gross proceeds of the primary portion of the Offering. In addition, immediately before any liquidation, dissolution or winding up, each Class T share, Class S share, Class D share and Class N share will automatically convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share. TIAA has agreed to purchase $300 million of shares of Class N common stock as follows: (i) prior to the commencement of the Offering, an aggregate of 20,000,000 Class N common stock (including the initial capitalization of $200,000) at a purchase price of $10.00 per share for a total value of $200 million; and (ii) during the period commencing January 1, 2018 and ending two years from the commencement of the Offering: (1) $50 million in shares of Class N common stock during the month following the date when the Company’s NAV (exclusive of cash and listed securities) exceeds $100 million, and (2) $50 million in shares of Class N common stock during the month following the date when the Company’s NAV (exclusive of cash and listed securities) exceeds $200 million, each at the then-current transaction price, which will generally be the prior month’s NAV per share for Class N shares. As part of TIAA’s agreement to purchase these Class N shares, the Advisor has agreed that, in the event that certain capital raising thresholds are not achieved in the Offering, the Advisor will reimburse TIAA a portion of the advisory fees and organization and offering expenses charged with respect to the Class N shares. |
Economic Dependency
Economic Dependency | 3 Months Ended |
Mar. 31, 2018 | |
Economic Dependency Disclosure [Abstract] | |
Economic Dependency | Note 8. Economic Dependency The Company will be dependent on the Advisor and its affiliates for certain services that are essential to it, including the sale of the Company’s shares of common stock, acquisition and disposition decisions, and certain other responsibilities. In the event that the Advisor and its affiliates are unable to provide such services, the Company would be required to find alternative service providers. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2018, the Company was not involved in any material legal proceedings. In the normal course of business the Advisor, on behalf of the Company, enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Advisor expects the risk of loss to be remote. On December 22, 2017, the Company entered into a subscription agreement to invest approximately $30 million (€25 million) into the European Cities Partnership SCSp, which along with the Advisor, is an indirect wholly-owned subsidiary of TIAA. As of March 31, 2018, the Company has not yet funded any portion of this investment. |
Tenant Leases
Tenant Leases | 3 Months Ended |
Mar. 31, 2018 | |
Leases [Abstract] | |
Tenant Leases | Note 10. Tenant Leases The following table presents the future minimum rents the Company expects to receive for its industrial properties, excluding tenant reimbursements of operating expenses (in thousands). Leases at the Company’s multifamily investments are short term, generally 12 months or less, and are therefore not included. Year Future Minimum Rent Remaining 2018 $ 2,923 2019 3,502 2020 3,073 2021 2,177 2022 1,545 Thereafter 469 Total $ 13,689 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | Note 11. Equity Authorized Capital On January 24, 2018, the Company filed Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland and the Company’s undesignated common stock became Class N shares of common stock and the Class D, Class S, Class T and Class I shares sold in the Offering were authorized. As of March 31, 2018, the Company had authority to issue a total of 2,200,000,000 shares of capital stock. Of the total shares of stock authorized, 2,100,000,000 shares are classified as common stock with a par value of $0.01 per share, 500,000,000 of which are classified as Class T shares, 500,000,000 of which are classified as Class S shares, 500,000,000 of which are classified as Class D shares, 500,000,000 of which are classified as Class I shares, 100,000,000 In addition, the Company’s board of directors may amend the charter from time to time, without stockholder approval, to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Company has authority to issue, or to issue additional classes of stock which may be subject to various class-specific fees. As of December 31, 2017, the Company had the authority to issue a total of 100,000,000 shares of common stock with a par value of $0.01 per share. Preferred Stock As of March 31, 2018, the Company has not sold any preferred stock. Common Stock As of March 31, 2018, the Company has 20,000,000 shares of Class N common stock issued and outstanding. As of March 31, 2018, the Company has not sold any Class T shares, Class S shares, Class D shares, or Class I shares. On January 22, 2018, TIAA purchased $76 The Class N shares purchased by TIAA described above (excluding the initial capitalization which must be held for so long as the Advisor or its affiliate remains the advisor) shall be subject to the following limitations on repurchase: • (i) TIAA may submit up to • The total amount of repurchases of Class N shares eligible for repurchase will be limited to no more than 0.67% of aggregate NAV per month and no more than 1.67% of the Company’s aggregate NAV per calendar quarter; provided that Restricted Stock Grants The Company’s non-employee directors who are not affiliated with the Advisor or the Company are compensated with an annual fee, of which 25% is made in the form of an annual grant of restricted stock based on the most recent transaction price. The restricted stock generally vests one year from the date of grant, which, in connection with the directors’ first annual grant, is January 23, 2019. The Company accrued approximately $11,000 of expense in connection with restricted stock portion of director compensation, which is included in accounts payable, accrued expenses and other liabilities on the Consolidated Balance Sheets. Distribution Reinvestment Plan The Company has adopted a distribution reinvestment plan whereby holders of Class T, Class S, Class D and Class I shares (other than investors in certain states or who are clients of a participating broker-dealer that does not permit automatic enrollment in the distribution reinvestment plan) have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Holders of Class N shares are not eligible to participate in the distribution reinvestment plan and will receive their distributions in cash. Investors who are clients of a participating broker-dealer that does not permit automatic enrollment in the distribution reinvestment plan or are residents of those states that do not allow automatic enrollment will receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of the Company’s common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the transaction price at the time the distribution is payable, which will generally be equal to the Company’s prior month’s NAV per share for that share class. Stockholders do not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of the Company’s Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan. Share Repurchases The Company has adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that the Company repurchase all or any portion of their shares. The Company may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in its discretion, subject to any limitations in the share repurchase plan. The total amount of aggregate repurchases of Class D, Class S, Class T, and Class I shares will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares would be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year would be repurchased at 95% of the transaction price. Due to the illiquid nature of investments in real estate, the Company may not have sufficient liquid resources to fund repurchase requests and has established limitations on the amount of funds the Company may use for repurchases during any calendar month and quarter. Further, the Company’s board of directors may modify, suspend or terminate the share repurchase plan. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 12. Segment Reporting The Company currently operates in three reportable segments: multifamily properties, industrial properties and real estate-related securities. These are operating segments that are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-makers in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer, chief financial officer and head of portfolio management have been identified as the chief operating decision-makers. The Company’s chief operating decision-makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment. The following table sets forth the total assets by segment as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Multifamily $ 53,281 $ 54,074 Industrial 67,505 68,145 Real Estate-Related Securities 20,218 — Other (Corporate) 61,033 3,681 Total assets $ 202,037 $ 125,900 The following table sets forth the financial results by segment for the three months ended March 31, 2018 (in thousands): Multifamily Industrial Real Estate-Related Securities Total Revenues: Rental revenue $ 1,220 $ 1,048 $ — $ 2,268 Tenant reimbursement income 75 479 — 554 Total revenues 1,295 1,527 — 2,822 Expenses: Rental property operating expenses 580 386 — 966 Total expenses 580 386 — 966 Income from real estate-related securities — — 388 388 Segment net operating income $ 715 $ 1,141 $ 388 $ 2,244 Depreciation and amortization $ 851 $ 922 $ — $ 1,773 General and administrative 1,691 Advisory fee 295 Net loss $ (1,515 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events On May 1, 2018, members of the Company’s board of directors purchased $600,000 of Class I shares of common stock (59,300 shares) at a purchase price of $10.12 per share. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, and in the opinion of management, include all necessary adjustments, consisting of only normal and recurring items, necessary for a fair statement of the Company’s financial position and results of operations for the interim period. These financial statements have been prepared by the Company in accordance with for interim financial information and the applicable rules and regulations of the SEC. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. All intercompany balances and transactions have been eliminated in consolidation. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. |
Investments in Real Estate | Investments in Real Estate In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, the Company accounts for the transaction as an asset acquisition. Whether the acquisition of a property acquired is considered a business combination or asset acquisition, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company expenses acquisition-related costs associated with business combinations as they are incurred. The Company capitalizes acquisition-related costs associated with asset acquisition. Upon acquisition of a property, the Company assesses the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, above-market and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocates the purchase price to the acquired assets and assumed liabilities. The Company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including but not limited to the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on its acquisitions to date, the Company’s allocation to customer relationship intangible assets has not been material. The Company records acquired above-market and below-market leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses. The amortization of acquired below-market leases is recorded as an adjustment to rental revenue on the Company’s Consolidated Statement of Operations. The amortization of in-place leases is recorded as an adjustment to depreciation and amortization expense on the Consolidated Statement of Operations. The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows: Description Depreciable Life Building and building improvements 40 years Land improvements 15 years Furniture, fixtures and equipment 3-7 years Lease intangibles Over lease term Significant improvements to properties are capitalized. When assets are sold or retired, their costs and related accumulated depreciation or amortization are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period. Repairs and maintenance are expensed to operations as incurred and are included in rental property operating expense on the Company’s Consolidated Statement of Operations. The Company’s management reviews its real estate properties for impairment each quarter or when there is an event or change in circumstances that indicates an impaired value. If the carrying amount of the real estate investment is no longer recoverable and exceeds the fair value such investment, an impairment loss is recognized. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material to the Company’s results. If the Company determines that an impairment has occurred, the affected assets must be reduced to their fair value, less cost to sell. During the period presented, no such impairment occurred. |
Investments in Real Estate-Related Securities | Investments in Real Estate-Related Securities The Company has elected to classify its investment in real estate-related securities as trading securities and carry such investments at estimated fair value. As such, the resulting gains and losses are recorded as a component of income from real estate-related securities on the Consolidated Statement of Operations. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments. Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date. Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. The carrying amounts of financial instruments such as other assets, accounts payable, accrued expenses and other liabilities approximate their fair values due to the short-term maturities and market rates of interest of these instruments. As of March 31, 2018, the Company’s $20.2 million of investments in real-estate related securities consisted of shares of common stock of publicly-traded real estate investment trusts and were classified as Level 1. These investments are recorded at fair value based on the closing price of the common stock as reported by national securities exchanges. |
Revenue Recognition | Revenue Recognition The Company’s sources of revenue arising from leasing arrangements and the related revenue recognition policies are as follows: Rental revenue — primarily consists of base rent arising from tenant operating leases at the Company’s office, industrial, multifamily, and retail properties. Rental revenue is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Tenant reimbursement income — consists primarily of amounts due from tenants for costs related to common area maintenance, real estate taxes, and other recoverable costs included in lease agreements. The Company recognizes the reimbursement of such costs incurred as tenant reimbursement income. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents represents cash held in banks, cash on hand and liquid investments with original maturities of three months or less at the time of purchase. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash with high credit-quality institutions to minimize credit risk. |
Income Taxes | Income Taxes The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with its taxable year ending December 31, 2018. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. The Company may elect to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (“TRSs”). There were no active TRSs since May 19, 2017 (date of initial capitalization) through March 31, 2018. In general, a TRS may perform additional services for the Company’s tenants and generally may engage in any real estate or non-real estate-related business other than management or operation of a lodging facility or a health care facility. A domestic TRS is subject to corporate federal income tax. Tax legislation commonly referred to as the Tax Cuts & Jobs Act (the “TCJA”) was enacted on December 22, 2017. Among other things, the TCJA reduces the U.S. federal corporate income tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings. Although management is still evaluating the effects of the TCJA, the Company does not believe that the TCJA will materially impact its consolidated financial statements. This is due to the fact that the Company is operating in a manner which will allow it to qualify as a REIT which will result in a full valuation allowance being recorded against its deferred tax balances. The Company also estimates that the new taxes on foreign-sourced earnings are not likely to apply to its foreign investments. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under ASC 740, Income Taxes. Though the Company believes that the impacts of the TCJA will be immaterial to its financial results, the Company continues to analyze certain aspects of the TCJA, therefore its estimates may change as additional information becomes available. Many of the provisions of the TCJA will require guidance through the issuance of Treasury regulations in order to assess their effect. There may be a substantial delay before such regulations are promulgated, increasing the uncertainty as to the ultimate effect of the statutory amendments on the Company. It is also likely that there will be technical corrections legislation proposed with respect to the TCJA this year, the effect of which cannot be predicted and may be adverse to the Company or its stockholders. The Company is a taxable subchapter C corporation for its initial tax year ending December 31, 2017. The Company is indirectly wholly-owned by TIAA as of December 31, 2017 and will be included in TIAA’s consolidated U.S. corporation income tax return for its initial tax year. In accordance with SEC Staff Accounting Bulletin No. 1B (“SAB1B”) in conjunction with ASC740, the Company has determined its income tax provision on a separate return basis. The income tax provision as of March 31, 2018 and December 31, 2017 is zero. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss for the period by the weighted average number of common shares and common share equivalents outstanding (unless their effect is anti-dilutive) for the period. There are no common share equivalents outstanding that would have a dilutive effect as a result of the net loss, and accordingly, the weighted average number of common shares outstanding is identical for the three months ended March 31, 2018 for both basic and diluted shares. |
Organization and Offering Expenses | Organization and Offering Expenses Organization costs are expensed as incurred and recorded as a component of General and Administrative Expenses on the Company’s Consolidated Statement of Operations and offering costs are charged to equity as such amounts are incurred. The Advisor has agreed to advance organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the organization, but excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) through the fourth full fiscal quarter after the Company’s acquisition of its first property. The Company reimburses the Advisor for all such advanced expenses ratably over a 60 month period following December 31, 2018. As of March 31, 2018, the Advisor and its affiliates had incurred organization and offering expenses on the Company’s behalf of $3.4 million, consisting of offering costs of $2.5 million and organization costs of $0.9 million. Such costs became the Company’s liability on January 31, 2018, the date as of which the Offering was declared effective. These organization and offering costs are recorded as Due to Affiliates on the Company’s Consolidated Balance Sheet as of March 31, 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606).” Beginning January 1, 2018, the Company was required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and has included additional disclosure requirements. The majority of the Company’s revenue is derived from tenant leases at multifamily and industrial properties and the Company has concluded that the adoption of ASU 2014-09 did not have an impact on both the rental revenue and tenant reimbursement income revenue streams. The Company has adopted this standard on January 1, 2018 using the modified retrospective method, and the cumulative impact did not have an impact on equity. Accordingly, there are no differences between the amounts as reported in the Company’s Consolidated Balance Sheet as of March 31, 2018 and its Consolidated Statement of Operations for the three months ended March 31, 2018 compared to without the adoption of ASU 2014-09. However, upon adoption of the new leasing standard, ASU 2014-09 may impact the presentation of certain lease and non-lease components of revenue. See below for a further description of the expected impact the new leasing standard may have on the Company. In February 2016, the FASB issued ASU 2016-02, “Leases,” which will require organizations that lease assets to recognize the assets and liabilities for the rights and obligations created by those leases on their balance sheet. Additional disclosure regarding a company’s leasing activities will also be expanded under the new guidance. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and requires a modified retrospective transition. The Company is currently evaluating the potential impact of this pronouncement on the Company’s consolidated financial statements from both a lessor and lessee standpoint. Under the new leasing standard, lessor accounting remains substantially the same as current GAAP. However, the classification of certain lease and non-lease components, such as tenant reimbursement income for real estate taxes and insurance, may change but will not impact total revenue. The new lease standard will have a significant impact on lessee accounting. As such, the Company will be required to recognize a right of use asset on the Company’s Consolidated Balance Sheet along with a lease liability equal to the present value of the remaining minimum lease payments for the Company’s ground leases. The Company will elect the available practical expedients. This includes the practical expedient for lessees not to separate lease and non-lease components whereby both components are accounted for and recognized as lease components. In January 2018, the FASB issued a proposal for comment that would allow lessors to elect a similar practical expedient by class of underlying assets to not separate non-lease components from the lease component. The lessor’s practical expedient election would be limited to circumstances in which (i) the timing and pattern of revenue recognition are the same for the non-lease component and the related lease component and (ii) the combined single lease component would be classified as an operating lease. If the proposed practical expedient is issued in its existing form, the Company expects to elect the practical expedient which would allow the Company the ability to combine the lease and non-lease components if the underlying asset meets the two criteria above. The proposed changes were tentatively approved by the FASB in March 2018. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 clarifies the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees, and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The ASU requires retrospective application to all prior periods presented upon adoption. The Company adopted this standard on January 1, 2018 with no material impact on the Company’s consolidated financial statements and related disclosures. In November 2016, FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” ("ASU 2016-18"). The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. GAAP currently does not include specific guidance on the cash flow classification and presentation of changes in restricted cash. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The ASU requires retrospective application to all prior periods presented upon adoption. The Company adopted this standard on January 1, 2018 with no material impact on the Company’s consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09 “Compensation – Stock Compensation (Topic 718) - Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments in this update will be applied prospectively to an award modified on or after the adoption date. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted this standard on January 1, 2018 with no material impact on the Company’s consolidated financial statements and related disclosures. |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule of Investments in Real Estate, Net | Investments in real estate, net consisted of the following (in thousands): March 31, 2018 December 31, 2017 Building and building improvements $ 94,571 $ 94,545 Land and land improvements 18,558 18,558 Furniture, fixtures and equipment 1,842 1,842 Total 114,971 114,945 Accumulated depreciation (950 ) (123 ) Investments in real estate, net $ 114,021 $ 114,822 |
Intangibles (Tables)
Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets and Liabilities | The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities consisted of the following (in thousands): March 31, 2018 December 31, 2017 Intangible assets: In-place lease intangibles $ 5,808 $ 5,808 Other intangibles 1,635 1,635 Total intangible assets $ 7,443 $ 7,443 Accumulated amortization: In-place lease intangibles (955 ) (130 ) Other intangibles (129 ) (8 ) Total accumulated amortization (1,084 ) (138 ) Intangible assets, net $ 6,359 $ 7,305 Intangible liabilities: Below-market lease intangibles $ (250 ) $ (250 ) Accumulated amortization 16 — Intangible liabilities, net $ (234 ) $ (250 ) |
Estimated Future Amortization | The estimated future amortization on the Company’s intangibles for each of the next five years and thereafter is as follows (in thousands): In-place Lease Intangibles Other Intangibles Below-market Lease Intangibles Remaining 2018 $ 2,338 $ 361 $ (45 ) 2019 1,031 436 (48 ) 2020 704 353 (44 ) 2021 464 179 (34 ) 2022 253 124 (22 ) Thereafter 63 53 (41 ) $ 4,853 $ 1,506 $ (234 ) |
Other Assets and Other Liabil24
Other Assets and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Components of Other Assets | The following table summarizes the components of other assets (in thousands): March 31, 2018 December 31, 2017 Receivables $ 232 $ 71 Straight-line rent receivable 59 14 Prepaid expenses 207 7 Other 80 — Total $ 578 $ 92 |
Summary of Components of Accounts Payable, Accrued Expenses, and Other Liabilities | The following table summarized the components of accounts payable, accrued expenses, and other liabilities (in thousands): March 31, 2018 December 31, 2017 Real estate taxes payable $ 1,129 $ 1,023 Accounts payable and accrued expense 1,164 388 Tenant security deposits 240 239 Other 229 78 Total $ 2,762 $ 1,728 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Certain Affiliates Receive Fee and Compensation with Offering and Ongoing Management of Assets | Certain affiliates of the Company, including the Advisor, will receive fees and compensation, payable monthly, in connection with the offering and ongoing management of the assets of the Company, as follows: Advisory Fee as a % of NAV Class T shares 1.25% Class S shares 1.25% Class D shares 1.25% Class I shares 1.25% Class N shares 0.65% |
Summary of Upfront Selling Commissions and Manager Fees and Stockholder Servicing Fees Per Annum on Aggregate Outstanding NAV | The following table presents the upfront selling commissions and dealer manager fees for each class of shares sold in the Offering, and the stockholder servicing fee per annum based on the aggregate outstanding NAV: Maximum Upfront Maximum Upfront Selling Commissions as a % of Dealer Manager Fees as a % of Stockholder Servicing Transaction Price Transaction Price Fee as a % of NAV Class T shares up to 3.0% 0.50% 0.85% (1) Class S shares up to 3.5% None 0.85% Class D shares None None 0.25% Class I shares None None None (1) Consists of an advisor stockholder servicing fee of 0.65% per annum and a dealer stockholder servicing fee of 0.20% per annum (or other amounts, provided that the sum equals 0.85%), of the aggregate NAV of outstanding Class T shares. |
Tenant Leases (Tables)
Tenant Leases (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Rents Expects to Receive for Industrial Properties, Excluding Tenant Reimbursements of Operating Expenses | The following table presents the future minimum rents the Company expects to receive for its industrial properties, excluding tenant reimbursements of operating expenses (in thousands). Leases at the Company’s multifamily investments are short term, generally 12 months or less, and are therefore not included. Year Future Minimum Rent Remaining 2018 $ 2,923 2019 3,502 2020 3,073 2021 2,177 2022 1,545 Thereafter 469 Total $ 13,689 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Total Assets by Segment | The following table sets forth the total assets by segment as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Multifamily $ 53,281 $ 54,074 Industrial 67,505 68,145 Real Estate-Related Securities 20,218 — Other (Corporate) 61,033 3,681 Total assets $ 202,037 $ 125,900 |
Summary of Financial Results by Segment | The following table sets forth the financial results by segment for the three months ended March 31, 2018 (in thousands): Multifamily Industrial Real Estate-Related Securities Total Revenues: Rental revenue $ 1,220 $ 1,048 $ — $ 2,268 Tenant reimbursement income 75 479 — 554 Total revenues 1,295 1,527 — 2,822 Expenses: Rental property operating expenses 580 386 — 966 Total expenses 580 386 — 966 Income from real estate-related securities — — 388 388 Segment net operating income $ 715 $ 1,141 $ 388 $ 2,244 Depreciation and amortization $ 851 $ 922 $ — $ 1,773 General and administrative 1,691 Advisory fee 295 Net loss $ (1,515 ) |
Organization and Business Pur28
Organization and Business Purpose - Additional Information (Details) | Mar. 31, 2018Classshares | Dec. 31, 2017shares |
Organization And Business Activities [Line Items] | ||
Common stock shares authorized | 2,100,000,000 | 100,000,000 |
Number of classes of common stock | Class | 4 | |
Maximum | ||
Organization And Business Activities [Line Items] | ||
Common stock shares authorized | 5,000,000,000 | |
Maximum | Primary Offering | ||
Organization And Business Activities [Line Items] | ||
Common stock shares authorized | 4,000,000,000 | |
Maximum | Dividend Reinvestment Plan | ||
Organization And Business Activities [Line Items] | ||
Common stock shares authorized | 1,000,000,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Assets (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Properties [Line Items] | |
Lease intangibles | Over lease term |
Building and Building Improvements | |
Real Estate Properties [Line Items] | |
Estimated useful life of asset | 40 years |
Land Improvements | |
Real Estate Properties [Line Items] | |
Estimated useful life of asset | 15 years |
Furniture, Fixtures and Equipment | Minimum [Member] | |
Real Estate Properties [Line Items] | |
Estimated useful life of asset | 3 years |
Furniture, Fixtures and Equipment | Maximum | |
Real Estate Properties [Line Items] | |
Estimated useful life of asset | 7 years |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Significant Of Accounting Policies [Line Items] | ||
Impairment of real estate properties | $ 0 | |
Investments in real-estate related securities | $ 20,218,000 | |
Percentage of taxable income distributed to stockholders | 90.00% | |
U.S. federal corporate income tax rate | 21.00% | 35.00% |
Income tax provision | $ 0 | $ 0 |
Anti-dilutive effect on common share equivalents outstanding result in net loss | 0 | |
Advisor | ||
Significant Of Accounting Policies [Line Items] | ||
Period for reimbursement of advance expenses | 60 months | |
Organizational and offering costs | $ 3,400,000 | |
Offering cost | 2,500,000 | |
Organization costs | 900,000 | |
Fair Value, Inputs, Level 1 | ||
Significant Of Accounting Policies [Line Items] | ||
Investments in real-estate related securities | $ 20,200,000 |
Investments in Real Estate - Sc
Investments in Real Estate - Schedule of Investments in Real Estate, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | ||
Building and building improvements | $ 94,571 | $ 94,545 |
Land and land improvements | 18,558 | 18,558 |
Furniture, fixtures and equipment | 1,842 | 1,842 |
Total | 114,971 | 114,945 |
Accumulated depreciation | (950) | (123) |
Investments in real estate, net | $ 114,021 | $ 114,822 |
Investments in Real Estate - Ad
Investments in Real Estate - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Depreciation expense | $ 827,000 |
Investments in Real Estate-Re33
Investments in Real Estate-Related Securities - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Real Estate [Abstract] | |
Unrealized gain on investments in real estate-related securities | $ 0.3 |
Intangibles - Gross Carrying Am
Intangibles - Gross Carrying Amount and Accumulated Amortization of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Intangible assets: | ||
Total intangible assets | $ 7,443 | $ 7,443 |
Accumulated amortization: | ||
Total accumulated amortization | (1,084) | (138) |
Intangible assets, net | 6,359 | 7,305 |
Intangible liabilities: | ||
Intangible liabilities, net | (234) | (250) |
In-place Lease Intangibles | ||
Intangible assets: | ||
Total intangible assets | 5,808 | 5,808 |
Accumulated amortization: | ||
Total accumulated amortization | (955) | (130) |
Intangible assets, net | 4,853 | |
Other Intangibles | ||
Intangible assets: | ||
Total intangible assets | 1,635 | 1,635 |
Accumulated amortization: | ||
Total accumulated amortization | (129) | (8) |
Intangible assets, net | 1,506 | |
Below-market Lease Intangibles | ||
Intangible liabilities: | ||
Below-market lease intangibles | (250) | $ (250) |
Accumulated amortization | 16 | |
Intangible liabilities, net | $ (234) |
Intangibles - Additional Inform
Intangibles - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Schedule Of Finite Lived Intangible Assets And Liabilities [Line Items] | |
Amortization expense relating to intangible assets | $ 946,000 |
Income from amortization of intangible liabilities | $ 16,000 |
In-place Lease Intangibles | |
Schedule Of Finite Lived Intangible Assets And Liabilities [Line Items] | |
Weighted average amortization of useful life | 5 years |
Below-market Lease Intangibles | |
Schedule Of Finite Lived Intangible Assets And Liabilities [Line Items] | |
Weighted average amortization of useful life | 2 years |
Other Intangibles | |
Schedule Of Finite Lived Intangible Assets And Liabilities [Line Items] | |
Weighted average amortization of useful life | 4 years |
Intangibles - Estimated Future
Intangibles - Estimated Future Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule Of Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Intangible assets, net | $ 6,359 | $ 7,305 |
Intangible liabilities, net | (234) | $ (250) |
In-place Lease Intangibles | ||
Schedule Of Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Remaining 2,018 | 2,338 | |
2,019 | 1,031 | |
2,020 | 704 | |
2,021 | 464 | |
2,022 | 253 | |
Thereafter | 63 | |
Intangible assets, net | 4,853 | |
Other Intangibles | ||
Schedule Of Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Remaining 2,018 | 361 | |
2,019 | 436 | |
2,020 | 353 | |
2,021 | 179 | |
2,022 | 124 | |
Thereafter | 53 | |
Intangible assets, net | 1,506 | |
Below-market Lease Intangibles | ||
Schedule Of Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Remaining 2,018 | (45) | |
2,019 | (48) | |
2,020 | (44) | |
2,021 | (34) | |
2,022 | (22) | |
Thereafter | (41) | |
Intangible liabilities, net | $ (234) |
Other Assets and Other Liabil37
Other Assets and Other Liabilities - Summary of Components of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Assets [Abstract] | ||
Receivables | $ 232 | $ 71 |
Straight-line rent receivable | 59 | 14 |
Prepaid expenses | 207 | 7 |
Other | 80 | |
Total | $ 578 | $ 92 |
Other Assets and Other Liabil38
Other Assets and Other Liabilities - Summary of Components of Accounts Payable, Accrued Expenses, and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Real estate taxes payable | $ 1,129 | $ 1,023 |
Accounts payable and accrued expense | 1,164 | 388 |
Tenant security deposits | 240 | 239 |
Other | 229 | 78 |
Total | $ 2,762 | $ 1,728 |
Related Party Transactions - Su
Related Party Transactions - Summary of Certain Affiliates Receive Fee and Compensation with Offering and Ongoing Management of Assets (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Class T shares | |
Related Party Transaction [Line Items] | |
Advisory fee as a percentage of NAV | 1.25% |
Class S shares | |
Related Party Transaction [Line Items] | |
Advisory fee as a percentage of NAV | 1.25% |
Class D shares | |
Related Party Transaction [Line Items] | |
Advisory fee as a percentage of NAV | 1.25% |
Class I shares | |
Related Party Transaction [Line Items] | |
Advisory fee as a percentage of NAV | 1.25% |
Class N shares | |
Related Party Transaction [Line Items] | |
Advisory fee as a percentage of NAV | 0.65% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | May 19, 2017USD ($)$ / sharesshares | Mar. 31, 2018USD ($)Affiliateshares |
Related Party Transaction [Line Items] | ||
Number of retained affiliate of Advisor | Affiliate | 0 | |
Percentage of gross proceeds from sale of shares | 8.75% | |
Percent of gross proceeds from primary portion of public offering | 10.00% | |
Class N shares | ||
Related Party Transaction [Line Items] | ||
Total value of shares | $ 73,240,000 | |
TIAA | Class N shares | ||
Related Party Transaction [Line Items] | ||
Number common stock shares under purchase agreement | shares | 20,000,000 | 300,000,000 |
Common stock value, invested by subsidiary | $ 200,000 | |
Total value of shares | $ 200,000,000 | |
Purchase price per share | $ / shares | $ 10 | |
Commencement offering period | 2 years | |
TIAA | Class N shares | Year One | ||
Related Party Transaction [Line Items] | ||
Number common stock shares under purchase agreement | shares | 50,000,000 | |
Net asset value exclusive of cash and listed securities exceeding value | $ 100,000,000 | |
TIAA | Class N shares | Year Two | ||
Related Party Transaction [Line Items] | ||
Number common stock shares under purchase agreement | shares | 50,000,000 | |
Net asset value exclusive of cash and listed securities exceeding value | $ 200,000,000 |
Related Party Transactions - Up
Related Party Transactions - Upfront Selling Commissions and Manager Fees and Stockholder Servicing Fees Per Annum on Aggregate Outstanding NAV (Details) | Mar. 31, 2018 |
Class T shares | |
Related Party Transaction [Line Items] | |
Maximum Upfront Selling Commissions as a % of Transaction Price | 3.00% |
Maximum Upfront Dealer Manager Fees as a % of Transaction Price | 0.50% |
Stockholder Servicing Fee as a % of NAV | 0.85% |
Class S shares | |
Related Party Transaction [Line Items] | |
Maximum Upfront Selling Commissions as a % of Transaction Price | 3.50% |
Maximum Upfront Dealer Manager Fees as a % of Transaction Price | 0.00% |
Stockholder Servicing Fee as a % of NAV | 0.85% |
Class D shares | |
Related Party Transaction [Line Items] | |
Maximum Upfront Selling Commissions as a % of Transaction Price | 0.00% |
Maximum Upfront Dealer Manager Fees as a % of Transaction Price | 0.00% |
Stockholder Servicing Fee as a % of NAV | 0.25% |
Class I shares | |
Related Party Transaction [Line Items] | |
Maximum Upfront Selling Commissions as a % of Transaction Price | 0.00% |
Maximum Upfront Dealer Manager Fees as a % of Transaction Price | 0.00% |
Stockholder Servicing Fee as a % of NAV | 0.00% |
Related Party Transactions - 42
Related Party Transactions - Upfront Selling Commissions and Manager Fees and Stockholder Servicing Fees Per Annum on Aggregate Outstanding NAV (Parenthetical) (Details) - Class T shares | Mar. 31, 2018 |
Related Party Transaction [Line Items] | |
Stockholder servicing fee | 0.85% |
Advisor | |
Related Party Transaction [Line Items] | |
Stockholder servicing fee | 0.65% |
Dealer | |
Related Party Transaction [Line Items] | |
Stockholder servicing fee | 0.20% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - European Cities Partnership SCSp € in Millions | Dec. 22, 2017USD ($) | Dec. 22, 2017EUR (€) | Mar. 31, 2018USD ($) |
Other Commitments [Line Items] | |||
Subscription agreement investment amount | $ 30,000,000 | € 25 | |
Funding of investment | $ 0 |
Tenant Leases - Schedule of Fut
Tenant Leases - Schedule of Future Minimum Rents Expects to Receive for Industrial Properties, Excluding Tenant Reimbursements of Operating Expenses (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Leases [Abstract] | |
Future Minimum Rent, Remaining 2018 | $ 2,923 |
Future Minimum Rent, 2019 | 3,502 |
Future Minimum Rent, 2020 | 3,073 |
Future Minimum Rent, 2021 | 2,177 |
Future Minimum Rent, 2022 | 1,545 |
Future Minimum Rent, Thereafter | 469 |
Future Minimum Rent, Total | $ 13,689 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 22, 2018 | Mar. 31, 2018 | Jan. 31, 2020 | Dec. 31, 2017 |
Equity [Line Items] | ||||
Number of shares, authorized to issue | 2,200,000,000 | |||
Common stock, shares authorized | 2,100,000,000 | 100,000,000 | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 | ||
Preferred stock, authorized | 100,000,000 | |||
Preferred stock, par value per share | $ 0.01 | |||
Preferred stock sold | 0 | |||
Net asset value to be achieved | $ 1,000,000 | |||
Number of period from commencement of offering for repurchase | 2 years | |||
Restricted Stock Grants | Non-employee Directors | ||||
Equity [Line Items] | ||||
Annual compensation fee, percentage | 25.00% | |||
Restricted stock, vesting period | 1 year | |||
Restricted stock, first annual grant date | Jan. 23, 2019 | |||
Restricted Stock Grants | Non-employee Directors | Accounts Payable, Accrued Expenses and Other Liabilities | ||||
Equity [Line Items] | ||||
Accrued compensation expense | $ 11,000 | |||
Maximum | ||||
Equity [Line Items] | ||||
Common stock, shares authorized | 5,000,000,000 | |||
TIAA | ||||
Equity [Line Items] | ||||
Purchase price per share | $ 10 | |||
Number of period shares not outstanding | 1 year | |||
Percentage of shares to be repurchased at transaction price | 95.00% | |||
Class T shares | ||||
Equity [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, shares issued | 0 | |||
Class S shares | ||||
Equity [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, shares issued | 0 | |||
Class D shares | ||||
Equity [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, shares issued | 0 | |||
Class I shares | ||||
Equity [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, shares issued | 0 | |||
Class N shares | ||||
Equity [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 | ||
Common stock, shares issued | 20,000,000 | 12,425,000 | ||
Common stock, shares outstanding | 20,000,000 | 12,425,000 | ||
Common stock value, invested by subsidiary | $ 73,240 | |||
Issuance of common stock, shares | 7,575,000 | |||
Class N shares | TIAA | ||||
Equity [Line Items] | ||||
Common stock value, invested by subsidiary | $ 76,000 | |||
Issuance of common stock, shares | 7,575,000 | |||
Class N shares | TIAA | Maximum | ||||
Equity [Line Items] | ||||
Number of shares available for repurchase | 4,980,000 | |||
Percentage of repurchase of shares per month | 0.67% | |||
Percentage of repurchase of shares per quarter | 1.67% | |||
Class N shares | TIAA | Net Asset Value Limit One | Scenario, Forecast | ||||
Equity [Line Items] | ||||
Additional common stock shares, invested by subsidiary | $ 50,000 | |||
Net asset value exclusive of cash and listed securities exceeding value | 100,000 | |||
Class N shares | TIAA | Net Asset Value Limit Two | Scenario, Forecast | ||||
Equity [Line Items] | ||||
Additional common stock shares, invested by subsidiary | 50,000 | |||
Net asset value exclusive of cash and listed securities exceeding value | $ 200,000 | |||
Class D and Class S and Class T and Class I | TIAA | Maximum | ||||
Equity [Line Items] | ||||
Percentage of repurchase plan limits per month | 2.00% | |||
Percentage of repurchase plan limits per quarter | 5.00% |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Reporting - Summary of
Segment Reporting - Summary of Total Assets by Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 202,037 | $ 125,900 |
Operating Segments | Multifamily | ||
Segment Reporting Information [Line Items] | ||
Total assets | 53,281 | 54,074 |
Operating Segments | Industrial | ||
Segment Reporting Information [Line Items] | ||
Total assets | 67,505 | 68,145 |
Real Estate-Related Securities | ||
Segment Reporting Information [Line Items] | ||
Total assets | 20,218 | |
Other (Corporate) | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 61,033 | $ 3,681 |
Segment Reporting - Summary o48
Segment Reporting - Summary of Financial Results by Segment (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($) | ||
Revenues | ||
Rental revenue | $ 2,268 | [1] |
Tenant reimbursement income | 554 | [1] |
Total revenues | 2,822 | [1] |
Expenses: | ||
Rental property operating expenses | 966 | [1] |
Total expenses | 966 | |
Income from real estate-related securities | 388 | [1] |
Segment net operating income | 2,244 | |
Depreciation and amortization | 1,773 | [1] |
General and administrative | 1,691 | [1] |
Advisory fee | 295 | [1] |
Net loss | (1,515) | |
Operating Segments | Multifamily | ||
Revenues | ||
Rental revenue | 1,220 | |
Tenant reimbursement income | 75 | |
Total revenues | 1,295 | |
Expenses: | ||
Rental property operating expenses | 580 | |
Total expenses | 580 | |
Segment net operating income | 715 | |
Depreciation and amortization | 851 | |
Operating Segments | Industrial | ||
Revenues | ||
Rental revenue | 1,048 | |
Tenant reimbursement income | 479 | |
Total revenues | 1,527 | |
Expenses: | ||
Rental property operating expenses | 386 | |
Total expenses | 386 | |
Segment net operating income | 1,141 | |
Depreciation and amortization | 922 | |
Real Estate-Related Securities | ||
Expenses: | ||
Income from real estate-related securities | 388 | |
Segment net operating income | $ 388 | |
[1] | Nuveen Global Cities REIT, Inc. was formed on May 1, 2017; accordingly there were no operations during the period ended March 31, 2017. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - Class I shares - Board of Directors | May 01, 2018USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Total value of shares | $ | $ 600,000 |
Shares issued for purchase | shares | 59,300 |
Shares issued price per share | $ / shares | $ 10.12 |