Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Class of Stock [Line Items] | ||
Entity Registrant Name | NorthStar/RXR New York Metro Real Estate, Inc. | |
Entity Central Index Key | 1,603,671 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Class A | ||
Class of Stock [Line Items] | ||
Entity common stock | 1,258,570 | |
Class T | ||
Class of Stock [Line Items] | ||
Entity common stock | 1,068,751 | |
Class I | ||
Class of Stock [Line Items] | ||
Entity common stock | 86,715 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | ||
Assets | |||
Cash and cash equivalents | $ 10,163,393 | $ 4,595,392 | |
Investment in unconsolidated venture, at fair value | 5,529,798 | 5,173,075 | |
Receivables, net | 1,822 | 876,676 | |
Total assets | [1] | 15,695,013 | 10,645,143 |
Liabilities | |||
Due to related party | 322,455 | 228,830 | |
Distribution payable | 9,338 | 4,677 | |
Total liabilities | [1] | 331,793 | 233,507 |
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2017 and December 31, 2016 | 0 | 0 | |
Additional paid-in capital | 14,607,076 | 9,937,027 | |
Retained earnings (accumulated deficit) | 737,959 | 462,308 | |
Total NorthStar/RXR New York Metro Real Estate, Inc. stockholders’ equity | 15,362,274 | 10,410,690 | |
Non-controlling interest | 946 | 946 | |
Total equity | 15,363,220 | 10,411,636 | |
Total liabilities and equity | $ 15,695,013 | 10,645,143 | |
Primary Beneficiary | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
VIE ownership interest | 99.99% | ||
Class A common | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Common stock | $ 10,412 | 7,657 | |
Class T common | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Common stock | 5,960 | 2,963 | |
Class I Common | |||
NorthStar/RXR New York Metro Real Estate, Inc. Stockholders’ Equity | |||
Common stock | $ 867 | $ 735 | |
[1] | Represents the consolidated assets and liabilities of NorthStar/RXR Operating Partnership, LP (the “Operating Partnership”). The Operating Partnership is a consolidated variable interest entity (“VIE”), of which the Company is the sole general partner and owns approximately 99.99%. As of March 31, 2017, the Operating Partnership did not include any consolidated VIEs. Refer to Note 2, “Summary of Significant Accounting Policies.” |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized (shares) | 400,000,000 | |
Class A common | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (shares) | 1,041,221 | 765,723 |
Common stock, shares outstanding (shares) | 1,041,221 | 765,723 |
Class T common | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (shares) | 595,967 | 296,314 |
Common stock, shares outstanding (shares) | 595,967 | 296,314 |
Class I | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (shares) | 86,679 | 73,524 |
Common stock, shares outstanding (shares) | 86,679 | 73,524 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Expenses | |||
Asset management and other fees - related party | $ 30,368 | $ 0 | |
General and administrative expenses | 78,426 | 178 | |
Total expenses | 108,794 | 178 | |
Income (loss) before equity in earnings (losses) of unconsolidated venture | (108,794) | (178) | |
Equity in earnings (losses) of unconsolidated venture | 405,161 | 0 | |
Other income | 4,300 | 0 | |
Net income (loss) | 300,667 | (178) | |
Net (income) loss attributable to non-controlling interest | 0 | 0 | |
Net income (loss) attributable to NorthStar/RXR New York Metro Real Estate, Inc. common stockholders | $ 300,667 | $ (178) | |
Net income (loss) per share, basic/diluted (in dollars per share) | [1] | $ 0.21 | $ 0 |
Weighted average number of shares outstanding, basic/diluted (shares) | [1] | 1,405,720 | 242,003 |
Dividends declared per share of common stock (in dollars per share) | [1] | $ 0.02 | $ 0 |
[1] | Per share amount for three months ended March 31, 2016 adjusted to reflect the retroactive impact of the stock distribution issued in January 2017. Refer to Note 6, “Stockholders’ Equity.” |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Class A | Class T | Class I | Total Company’s Stockholders’ Equity | Common StockClass A | Common StockClass T | Common StockClass I | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Non-controlling Interests |
Beginning Balance (shares) at Dec. 31, 2015 | 242,003 | 0 | 0 | ||||||||
Beginning Balance at Dec. 31, 2015 | $ 2,181,007 | $ 2,180,008 | $ 2,420 | $ 0 | $ 0 | $ 2,178,587 | $ (999) | $ 999 | |||
Increase (Decrease) in Stockholder's Equity | |||||||||||
Net proceeds from issuance of common stock (in shares) | 501,000 | 296,000 | 74,000 | 500,903 | 296,308 | 73,524 | |||||
Net proceeds from issuance of common stock | 7,697,289 | $ 5,007,000 | $ 2,831,000 | $ 669,000 | 7,697,289 | $ 5,009 | $ 2,963 | $ 735 | 7,688,582 | ||
Issuance and amortization of equity-based compensation (shares) | 22,500 | ||||||||||
Issuance and amortization of equity-based compensation | 66,354 | 66,354 | $ 225 | 66,129 | |||||||
Stock distributions declared | 0 | 0 | 568 | (568) | |||||||
Distributions declared | (23,927) | (23,927) | (23,927) | ||||||||
Proceeds from distribution reinvestment plan (shares) | 317 | 6 | |||||||||
Proceeds from distribution reinvestment plan | 3,164 | 3,164 | $ 3 | $ 0 | 3,161 | ||||||
Net income (loss) | 487,749 | 487,802 | 487,802 | (53) | |||||||
Ending Balance (shares) at Dec. 31, 2016 | 765,723 | 296,314 | 73,524 | 765,723 | 296,314 | 73,524 | |||||
Ending Balance at Dec. 31, 2016 | 10,411,636 | 10,410,690 | $ 7,657 | $ 2,963 | $ 735 | 9,937,027 | 462,308 | 946 | |||
Increase (Decrease) in Stockholder's Equity | |||||||||||
Net proceeds from issuance of common stock (in shares) | 236,000 | 285,000 | 9,000 | 236,519 | 284,798 | 9,450 | |||||
Net proceeds from issuance of common stock | 4,640,138 | $ 2,386,000 | $ 2,721,000 | $ 86,000 | 4,640,138 | $ 2,365 | $ 2,849 | $ 95 | 4,634,829 | ||
Issuance and amortization of equity-based compensation | 28,437 | 28,437 | 28,437 | ||||||||
Stock distributions declared (in shares) | 38,293 | 14,816 | 3,676 | ||||||||
Stock distributions declared | 0 | 0 | $ 383 | $ 148 | $ 37 | (568) | |||||
Distributions declared | (25,016) | (25,016) | (25,016) | ||||||||
Proceeds from distribution reinvestment plan (shares) | 686 | 39 | 29 | ||||||||
Proceeds from distribution reinvestment plan | 7,358 | 7,358 | $ 7 | $ 0 | $ 0 | 7,351 | |||||
Net income (loss) | 300,667 | 300,667 | 300,667 | ||||||||
Ending Balance (shares) at Mar. 31, 2017 | 1,041,221 | 595,967 | 86,679 | 1,041,221 | 595,967 | 86,679 | |||||
Ending Balance at Mar. 31, 2017 | $ 15,363,220 | $ 15,362,274 | $ 10,412 | $ 5,960 | $ 867 | $ 14,607,076 | $ 737,959 | $ 946 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 300,667 | $ (178) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Amortization of equity-based compensation | 28,437 | 0 |
Equity in (earnings) losses of unconsolidated venture | (405,161) | 0 |
Dividends from unconsolidated venture | 48,438 | 0 |
Changes in assets and liabilities: | ||
Receivables, net | (1,822) | 0 |
Due to related party | (13,267) | 0 |
Net cash provided by (used in) operating activities | (42,708) | (178) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 5,623,706 | 0 |
Distributions paid on common stock | (20,355) | 0 |
Proceeds from distribution reinvestment plan | 7,358 | 0 |
Net cash provided by (used in) financing activities | 5,610,709 | 0 |
Net increase (decrease) in cash and cash equivalents | 5,568,001 | (178) |
Cash at beginning of period | 4,595,392 | 2,201,007 |
Cash at end of period | 10,163,393 | 2,200,829 |
Supplemental disclosure of non-cash financing activities: | ||
Accrued cost of capital | 133,802 | 0 |
Distribution payable | $ 9,338 | $ 0 |
Business and Organization
Business and Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization NorthStar/RXR New York Metro Real Estate, Inc. (the “Company”) was formed to acquire a high-quality commercial real estate (“CRE”) portfolio concentrated in the New York metropolitan area, and in particular New York City, with a focus on office, mixed-use properties and a lesser emphasis on multifamily properties. The Company intends to complement this strategy by originating and acquiring: (i) CRE debt, including subordinate loans and participations in such loans and preferred equity interests; and (ii) joint ventures and partnership interests in CRE related investments. The Company was formed on March 21, 2014 as a Maryland corporation and intends to make an election to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), commencing with the taxable year ending December 31, 2016 . The Company is externally managed and has no employees. Prior to January 11, 2017, the Company was managed by an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM) (“NSAM”). Effective January 10, 2017, NSAM completed its previously announced merger with Colony Capital, Inc. (“Colony”), NorthStar Realty Finance Corp. (“NorthStar Realty”), and Colony NorthStar, Inc. (“Colony NorthStar”), a wholly-owned subsidiary of NSAM, which the Company refers to as the mergers, with Colony NorthStar surviving the mergers and succeeding NSAM as one of the Company’s co-sponsors. As a result of the mergers, Colony NorthStar became an internally-managed equity REIT, with a diversified real estate and investment management platform and publicly-traded on the NYSE under the ticker symbol “CLNS.” CNI NS/RXR Advisors, LLC, as successor to NSAM J-NS/RXR Ltd, or the Company’s Advisor, is now a subsidiary of Colony NorthStar. The Advisor manages the Company’s day-to-day operations pursuant to an advisory agreement. The mergers had no material impact on the Company’s operations. Colony NorthStar manages capital on behalf of its stockholders, as well as institutional and retail investors in private funds, non-traded and traded REITs and registered investment companies. The Company is sub-advised by RXR NTR Sub-Advisor LLC (“Sub-advisor”), a Delaware limited liability company and a subsidiary of the Company’s other co-sponsor, RXR Realty LLC, or RXR. The Company’s Advisor and Sub-advisor are collectively referred to as the Advisor Entities. The Company’s Advisor and its Sub-advisor entered into a sub-advisory agreement delegating certain investment responsibilities of the Advisor to the Sub-advisor. Colony NorthStar and RXR are each referred to as a Co-sponsor and collectively as the Co-sponsors. Substantially all business of the Company is conducted through NorthStar/RXR Operating Partnership, LP (the “Operating Partnership”). The Company is the sole general partner and a limited partner of the Operating Partnership. NorthStar/RXR NTR OP Holdings LLC (the “Special Unit Holder”) (a joint venture between Colony NorthStar and RXR) has invested $1,000 in the Operating Partnership and has been issued a separate class of limited partnership units (the “Special Units”), which is recorded as non-controlling interest on the consolidated balance sheets. As the Company accepts subscriptions for shares, it transfers substantially all of the net proceeds from the continuous, public offering to the Operating Partnership as a capital contribution. The Company’s charter authorizes the issuance of up to 400,000,000 shares of common stock with a par value of $0.01 per share and up to 50,000,000 shares of preferred stock with a par value of $0.01 per share. Of the total shares of common stock authorized, 120,000,000 are classified as Class A shares (“Class A Shares”), 240,000,000 are classified as Class T shares (“Class T Shares”), and 40,000,000 are classified as Class I shares (“Class I Shares”). The board of directors of the Company is authorized to amend its charter, without the approval of the stockholders, to increase or decrease the aggregate number of shares of capital stock or the number of shares of any class or series that the Company has authority to issue or to classify and reclassify any unissued shares of common stock into one or more classes or series. On March 28, 2014, as part of its formation, the Company issued 16,667 shares of common stock to NorthStar Realty and 5,556 shares of common stock to a subsidiary of RXR for $0.2 million , all of which were subsequently renamed Class A Shares. On February 9, 2015 , the Company’s registration statement on Form S-11 with the U.S. Securities and Exchange Commission (the “SEC”) was declared effective to offer a minimum of $2.0 million and a maximum of $2.0 billion in shares of common stock in a continuous, public offering, of which up to $1.8 billion can be offered pursuant to its primary offering (the “Primary Offering”) at a purchase price of $10.1111 per Class A Share and $9.5538 per Class T Share and up to $200.0 million pursuant to its distribution reinvestment plan (the “DRP”) at a purchase price of $9.81 per Class A Share and $9.27 per Class T Share. On December 23, 2015 , the Company commenced operations by satisfying the minimum offering requirement in the Primary Offering as a result of NorthStar Realty and RXR purchasing $1.5 million and $0.5 million in Class A Shares, respectively. On August 22, 2016, the Company filed a post-effective amendment to its registration statement that reclassified its common stock offered pursuant to its registration statement into Class A Shares, Class T Shares and Class I Shares. The SEC declared the post-effective amendment effective on October 26, 2016. Pursuant to the registration statement, as amended, the Company is offering for sale up to $1.8 billion in shares of common stock at a price of $10.1111 per Class A Share, $9.5538 per Class T Share and $9.10 per Class I Share in the Primary Offering, and up to $200.0 million in shares under the DRP at a price of $9.81 per Class A Share, $9.27 per Class T Share and $9.10 per Class I Share. The Primary Offering and the DRP are herein collectively referred to as the Offering. The Company retained NorthStar Securities, LLC, or NorthStar Securities, an affiliate of its Advisor and one of its co-sponsors, to serve as the dealer manager (the “Dealer Manager”) for the Primary Offering. The Dealer Manager is also responsible for marketing the shares being offered pursuant to the Primary Offering. The board of directors of the Company has the right to reallocate shares between the Primary Offering and the DRP. In November 2016 , the Company’s board of directors approved an extension of the Offering by one year to February 9, 2018. The Company’s board has the right to further extend or terminate the Offering at any time, as permitted by applicable law and regulation. From inception through May 8, 2017 , the Company raised total gross proceeds of $22.4 million pursuant to the Offering, including gross proceeds of $18,005 pursuant to the DRP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Quarterly Presentation The accompanying unaudited consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , which was filed with the SEC on March 21, 2017. Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates variable interest entities (“VIEs”), if any, where the Company is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All significant intercompany balances are eliminated in consolidation. Variable Interest Entities A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. The Company evaluates its investments, including investments in unconsolidated ventures, if any, to determine whether each investment is a VIE. The Company analyzes new investments, as well as reconsideration events for existing investments, which vary depending on type of investment. The most significant consolidated VIE is the Operating Partnership, which is a VIE because the non-controlling interests do not have substantive kick-out or participating rights. The Company consolidates this entity because it controls all significant business activities. As of March 31, 2017 , the Company identified unconsolidated VIEs related to its investment in an unconsolidated venture. Based on management’s analysis, the Company determined that it is not the primary beneficiary. Accordingly, the VIEs are not consolidated in the Company’s financial statements as of March 31, 2017 . The Company did not provide financial support to the unconsolidated VIEs during the three months ended March 31, 2017 . As of March 31, 2017 , there were no explicit arrangements or implicit variable interests that could require the Company to provide financial support to its unconsolidated VIEs. The Company’s maximum exposure to loss as of March 31, 2017 would not exceed its investment in the VIEs. Creditors of each of the VIEs have no recourse to the general credit of the Company. Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party or a simple majority vote. The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. Investments in Unconsolidated Ventures A non-controlling, unconsolidated ownership interest in an entity may be accounted for using the equity method or cost method, and for either method, the Company may elect the fair value option. The Company will account for an investment in an unconsolidated entity that does not qualify for equity method accounting using the cost method if the Company determines that it does not have significant influence. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Equity method investments are recognized using a cost accumulation model in which the investment is recognized based on the cost to the investor, which includes acquisition fees. The Company records as an expense certain acquisition costs and fees associated with consolidated investments deemed to be business combinations and capitalizes these costs for investments deemed to be acquisitions of an asset, including an equity method investment. The Company may account for an investment in an unconsolidated entity using either the equity or cost methods, but may choose to record the investment at fair value by electing the fair value option. The Company elected the fair value option for its investment in an unconsolidated venture and records the corresponding results from operations, which includes dividends received and its share of the change in fair value of the underlying investment, as equity in earnings (losses) of unconsolidated venture on the consolidated statements of operations. The Company measures fair value using the net asset value (“NAV”) of the underlying investment as a practical expedient as permitted by the guidance on fair value measurement. Dividends received in excess of cumulative equity in earnings from the unconsolidated venture will be deemed as a return of capital. Non-controlling Interests A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and comprehensive income (loss) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. Comprehensive Income (Loss) The Company had no items of other comprehensive income (loss) (“OCI”), so its comprehensive income (loss) is the same as the net income (loss) for all periods presented. Fair Value Option The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. The Company has elected the fair value option for its investment in an unconsolidated venture. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity date of three months or less to be cash equivalents. Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash and cash equivalents with major financial institutions. To date, the Company has not experienced any losses on cash and cash equivalents. Acquisition Fees and Expenses The total of all acquisition fees and expenses for an investment, including acquisition fees to the Advisor Entities, cannot exceed, in the aggregate, 6.0% of the contract purchase price of such investment unless such excess is approved by a majority of the directors, including independent directors. From inception through March 31, 2017 , total acquisition fees and expenses did not exceed the allowed limit for any investment. An acquisition fee incurred related to an equity investment will generally be expensed as incurred. An acquisition fee paid to the Advisor Entities related to the acquisition of an equity or debt investment in an unconsolidated joint venture is included in investments in unconsolidated ventures on the consolidated balance sheets when the fair value option is not elected for the investment, but is expensed as incurred when the fair value option is elected. The Company records as an expense certain acquisition costs and fees associated with transactions deemed to be business combinations in which it consolidates the asset and capitalizes these costs for transactions deemed to be acquisitions of an asset, including an equity investment. Credit Losses and Impairment on Investments Investments in Unconsolidated Ventures The Company will review its investments in unconsolidated ventures for which the Company did not elect the fair value option on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value may be impaired or that its carrying value may not be recoverable. An investment is considered impaired if the projected net recoverable amount over the expected holding period is less than the carrying value. In conducting this review, the Company will consider U.S. and global macroeconomic factors, including real estate sector conditions, together with investment specific and other factors. To the extent an impairment has occurred and is considered to be other than temporary, the loss will be measured as the excess of the carrying value of the investment over the estimated fair value and recorded in equity in earnings (losses) of unconsolidated ventures in the consolidated statements of operations. Organization and Offering Costs The Advisor Entities, or their affiliates, are entitled to receive reimbursement for organization and offering costs paid on behalf of the Company in connection with the Offering. The Company is obligated to reimburse the Advisor Entities, or their affiliates, as applicable, for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees, distribution fees and other organization and offering costs do not exceed 15.0% of gross offering proceeds from the Offering. The Advisor Entities do not expect reimbursable organization and offering costs, excluding selling commissions, dealer manager fees and distribution fees, to exceed $18.0 million , or approximately 1.0% of the total proceeds available to be raised from the Offering. The Company records organization and offering costs each period based upon an allocation determined by the expectation of total organization and offering costs to be reimbursed. Organization costs are recorded as an expense in general and administrative expenses in the consolidated statements of operations and offering costs are recorded as a reduction to equity. Equity-Based Compensation The Company accounts for equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, are amortized to compensation expense over the awards’ vesting period on a straight-line basis. Equity-based compensation is classified within general and administrative expense in the consolidated statements of operations. I ncome Taxes The Company intends to elect to be taxed as a REIT under the Internal Revenue Code and to operate as such, commencing with its taxable year ended December 31, 2016 . The Company had little or no taxable income prior to electing REIT status. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to its stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with U.S. GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company intends to operate in such a manner as to qualify for treatment as a REIT. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting update requiring a company to recognize as revenue the amount of consideration it expects to be entitled to in connection with the transfer of promised goods or services to customers. The accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. In July 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The effective date of the new revenue standard for the Company will be January 1, 2018. Leases are specifically excluded from this guidance and will be governed by the applicable lease codification; however, this update may have implications in certain variable payment terms included in lease agreements and in sale and leaseback transactions. The Company is currently assessing the potential effect of the adoption on its consolidated financial statements and related disclosures, as applicable. In January 2016, the FASB issued an accounting update that addressed certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair value be measured at fair value with changes in fair value recognized in results of operations. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not have any equity investments with readily determinable fair value recorded as available-for-sale. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued an accounting update that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The update requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Additionally, the new update will require that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under this guidance, allocated payroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead will be expensed as incurred. Lessors will continue to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The new guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company continues to assess the potential effect that adoption of the updated guidance will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance which amends several aspects of the accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued guidance that changes the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures (e.g., loan commitments). The new guidance is effective for reporting periods beginning after December 15, 2019 and will be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoption of this guidance will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued guidance that makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The new guidance requires adoption on a retrospective basis unless it is impracticable to apply, in which case the company would be required to apply the amendments prospectively as of the earliest date practicable. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In November 2016 , the FASB issued guidance which requires entities to show the changes in the total of cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for reporting periods beginning after December 15, 2017. The Company early adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued an accounting update to amend the guidance for determining whether a transaction involves the purchase or disposal of a business or an asset. The amendments clarify that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or a group of similar identifiable assets, the set and activities is not a business. The guidance is effective for fiscal years, and interim periods within those years, beginning December 15, 2017. The amendments in this update will be applied on a prospective basis. The Company expects that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets). A significant difference between the accounting for an asset acquisition and a business combination is that transaction costs are capitalized for an asset acquisition, rather than expensed for a business combination. In February 2017, the FASB issued an accounting update which clarifies the scope and application of recently established guidance on recognition of gains and losses from derecognition of non-financial assets, and defines in-substance non-financial assets. In addition, the guidance clarifies the accounting for partial sales of non-financial assets to be more consistent with the accounting for sale of a business. Specifically, in a partial sale to a non-customer, when a non-controlling interest is received or retained, the latter is considered a non-cash consideration and measured at fair value, which would result in full gain or loss recognized upon sale. This guidance has the same effective date as the new revenue guidance, which is January 1, 2018, with early adoption permitted beginning January 1, 2017. Both the revenue guidance and this update must be adopted concurrently. While the transition method is similar to the new revenue guidance, either full retrospective or modified retrospective, the transition approach need not be aligned between both updates. |
Investment in Unconsolidated Ve
Investment in Unconsolidated Venture | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Venture | Investment in Unconsolidated Venture The following is a description of the Company’s investment in an unconsolidated venture, which the Company has elected to account for under the fair value option. 1285 Avenue of the Americas Venture As of March 31, 2017 , the Company held a non-controlling interest of approximately 1.0% in 1285 Avenue of the Americas (“1285 AoA”), a 1.8 million square foot Class-A office building located in midtown Manhattan. The remainder of the building is owned by institutional investors and funds affiliated with the Company’s Sub-advisor. The acquisition was part of an approximately $1.65 billion transaction in May 2016 that was sourced by RXR, the Company’s co-sponsor and affiliate of its Sub-advisor. The purchase was approved by the Company’s board of directors, including all of its independent directors. The Company’s investment is accounted for as a cost method investment pursuant to ASC 323, “Investments-equity method and joint ventures,” for which the Company has elected the fair value option. As of March 31, 2017 , the carrying value of the Company’s investment was $5.5 million . For the three months ended March 31, 2017 , the Company recognized equity in earnings of the unconsolidated venture of $405,161 comprising dividends received of $48,438 and an increase in fair value of the investment of $356,723 . |
Related Party Arrangements
Related Party Arrangements | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | Related Party Arrangements Advisor Entities Subject to certain restrictions and limitations, the Advisor Entities are responsible for managing the Company’s affairs on a day-to-day basis and for identifying, acquiring, originating and asset managing investments on behalf of the Company. The Advisor Entities may delegate certain of their obligations to affiliated entities, which may be organized under the laws of the United States or foreign jurisdictions. References to the Advisor Entities include the Advisor Entities and any such affiliated entities. For such services, to the extent permitted by law and regulations, the Advisor Entities receive fees and reimbursements from the Company, of which the Sub-advisor generally receives 50% of all fees and up to 25% of all reimbursements. In February 2017, the Advisor amended and restated its advisory agreement, or the Amended Advisory Agreement, with the Company for a term ending June 30, 2017. On March 17, 2017, the Company entered into a second amended and restated sub-advisory agreement with its Sub-advisor for a term ending June 30, 2017. The Company pays the Sub-advisor, or its affiliates, development, leasing, property management and construction related service fees that are usual and customary for owners and operators in the geographic area of the property. Below is a description of the fees and reimbursements in effect from February 7, 2017 through March 31, 2017 incurred to the Advisor Entities. Fees to Advisor Entities Asset Management Fee In February 2017, the Amended Advisory Agreement reduced the monthly asset management fee payable to one-twelfth of 1.0% of the sum of the amount funded or allocated for CRE investments, including expenses and any financing attributable to such investments, less any principal received on debt and securities investments (or the proportionate share thereof in the case of an investment made through a joint venture). Prior to that date, the Advisor Entities received a monthly asset management fee equal to one-twelfth of 1.25% of the cost of investments. Incentive Fee The Advisor, or its affiliates, is entitled to receive distributions equal to 15.0% of net cash flows of the Company, whether from continuing operations, repayment of loans, disposition of assets or otherwise, but only after stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital. Acquisition Fee In February 2017, the Amended Advisory Agreement eliminated the acquisition fees payable to the Advisor Entities. Prior to that date, the Advisor Entities were entitled to receive fees for providing structuring, diligence, underwriting advice and related services in connection with real estate acquisitions equal to 2.25% of each real estate property acquired by the Company, including acquisition costs and any financing attributable to an equity investment (or the proportionate share thereof in the case of an indirect equity investment made through a joint venture or other investment vehicle) and 1.0% of the amount funded or allocated by the Company to acquire or originate CRE debt investments, including acquisition costs and any financing attributable to such investments (or the proportionate share thereof in the case of an indirect investment made through a joint venture or other investment vehicle). From inception through February 2017, the Advisor Entities waived $0.1 million of acquisition fees. Disposition Fee In February 2017, the Amended Advisory Agreement eliminated the disposition fees payable to the Advisor Entities. Prior to that date, the Advisor Entities were entitled to receive a disposition fee equal to 2.0% of the contract sales price of each property sold and 1.0% of the contract sales price of each CRE debt investment sold or syndicated for substantial assistance in connection with the sale of investments and based on the services provided, as determined by the Company’s independent directors. Reimbursements to Advisor Entities Operating Costs The Advisor Entities are entitled to receive reimbursement for direct and indirect operating costs incurred by the Advisor Entities in connection with administrative services provided to the Company. The Advisor Entities allocate, in good faith, indirect costs to the Company related to the Advisor Entities and their affiliates’ employees, occupancy and other general and administrative costs and expenses in accordance with the terms of, and subject to the limitations contained in, the advisory agreement with the Advisor Entities. The indirect costs include the Company’s allocable share of the Advisor Entities compensation and benefit costs associated with dedicated or partially dedicated personnel who spend all or a portion of their time managing the Company’s affairs, based upon the percentage of time devoted by such personnel to the Company’s affairs. The indirect costs also include rental and occupancy, technology, office supplies, travel and entertainment and other general and administrative costs and expenses also allocated based on the percentage of time devoted by personnel to the Company’s affairs. However, there is no reimbursement for personnel costs related to executive officers (although there may be reimbursement for certain executive officers of the Advisor) and other personnel involved in activities for which the Advisor Entities receive an acquisition fee or a disposition fee. The Advisor Entities allocate these costs to the Company relative to its and its affiliates’ other managed companies in good faith and has reviewed the allocation with the Company’s board of directors, including its independent directors. The Advisor Entities update the board of directors on a quarterly basis of any material changes to the expense allocation and provide a detailed review to the board of directors, at least annually, and as otherwise requested by the board of directors. The Company reimburses the Advisor Entities quarterly for operating costs (including the asset management fee) based on a calculation for the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of its average invested assets; or (ii) 25.0% of its net income determined without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of assets for that period (the “ 2% / 25% Guidelines”). Notwithstanding the above, the Company may reimburse the Advisor Entities for expenses in excess of this limitation if a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. The Company calculates the expense reimbursement quarterly based upon the trailing twelve -month period. Organization and Offering Costs The Advisor Entities are entitled to receive reimbursement for organization and offering costs paid on behalf of the Company in connection with the Offering. The Company is obligated to reimburse the Advisor Entities, as applicable, for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees, distribution fees and other organization and offering costs do not exceed 15% of gross proceeds from the Offering. The Advisor Entities do not expect reimbursable organization and offering costs, excluding selling commissions, dealer manager fees and distribution fees, to exceed $18.0 million , or approximately 1.0% of the total proceeds available to be raised from the Primary Offering. The Company shall not reimburse the Advisor Entities for any organization and offering costs that the Company’s independent directors determine are not fair and commercially reasonable to the Company. The Company records organization and offering costs each period based on an allocation of expected total organization and offering costs to be reimbursed. Organization costs are recorded in general and administrative expenses in the consolidated statements of operations and offering costs were recorded as a reduction to equity. Dealer Manager Selling Commissions, Dealer Manager Fees and Distribution Fees Pursuant to a dealer manager agreement, the Company pays the Dealer Manager selling commissions of up to 7.0% of gross proceeds from the sale of Class A Shares and up to 2.0% of the gross proceeds from the sale of Class T Shares issued in the Primary Offering, all of which are reallowed to participating broker-dealers. The Company pays the Dealer Manager a dealer manager fee of up to 3.0% of gross proceeds from the sale of Class A Shares and up to 2.75% of the gross proceeds from the sale of Class T Shares issued in the Primary Offering, a portion of which is typically reallowed to participating broker-dealers and paid to certain employees of the Dealer Manager. No selling commissions or dealer manager fees are paid for the sale of Class I Shares. The Dealer Manager may enter into participating dealer agreements that provide for the Dealer Manager to pay a distribution fee of up to 2.0% over a maximum eight -year period in connection with the sale of Class I Shares in the Primary Offering. The Company will not reimburse the Dealer Manager for its payment of these fees and such fees will be subject to the limitations on underwriting compensation under applicable FINRA rules. In addition, the Company pays the Dealer Manager a distribution fee of up to 1.0% annually of gross proceeds from the sale of Class T Shares issued in the Primary Offering, all of which are reallowed to participating broker-dealers. The Dealer Manager will cease receiving distribution fees with respect to each Class T Share upon the earliest of the following to occur: (i) a listing of the Company’s shares of common stock on a national securities exchange; (ii) such Class T Share is no longer outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation with respect to all Class A Shares, Class T Shares and Class I Shares would be in excess of 10% of the gross proceeds of the Primary Offering; or (iv) the end of the month in which total underwriting compensation, with respect to Class T Shares issued in connection with the Primary Offering held by a stockholder within his or her particular account would be in excess of 10% of the stockholder’s total gross investment amount at the time of purchase of the primary Class T Shares held in such account. No selling commissions or dealer manager fees are paid for sales pursuant to the DRP or the Company’s distribution support agreement (“Distribution Support Agreement”). As of March 31, 2017 , the estimated liability for the present value of the expected future distribution fees payable to the Dealer Manager, which is included in due to related party on the Company’s consolidated balance sheets with an offset to additional paid-in capital, was $273,412 . Summary of Fees and Reimbursements The following table presents the fees and reimbursements incurred to the Advisor Entities and the Dealer Manager for the three months ended March 31, 2017 and the amount due to related party as of March 31, 2017 and December 31, 2016 : Type of Fee or Reimbursement Due to Related Party as of Three Months Ended Due to Related Party as of Financial Statement Location December 31, 2016 Incurred Paid March 31, 2017 Fees to Advisor Entities Asset management Asset management and other fees-related party $ 619 $ 30,368 $ 30,987 $ — Reimbursements to Advisor Entities Operating costs (1) General and administrative expenses 56,075 44,844 56,075 44,844 Organization (2) General and administrative expenses 1,436 2,595 4,012 19 Offering (2) Cost of capital (3) 27,174 49,329 76,238 265 Selling commissions Cost of capital (3) — 215,987 215,987 — Dealer Manager Fees Cost of capital (3) — 146,569 146,569 — Distribution Fees Cost of capital (3) 143,526 140,508 6,707 277,327 Total $ 228,830 $ 630,200 $ 536,575 $ 322,455 _________________________________________________ (1) As of March 31, 2017 , the Advisor Entities have incurred unreimbursed operating costs on behalf of the Company of $11.5 million that remain eligible to allocate to the Company. (2) As of March 31, 2017 , the Advisor Entities have incurred unreimbursed organization and offering costs on behalf of the Company of $5.0 million that remain eligible to allocate to the Company. (3) Cost of capital is included in net proceeds from issuance of common stock in the Company’s consolidated statements of equity. Distribution Support Agreement Pursuant to the Distribution Support Agreement, NorthStar Realty, which is now a subsidiary of Colony NorthStar, and RXR committed to purchase 75% and 25% , respectively, of up to an aggregate of $10.0 million in shares of the Company’s common stock at a current offering price for Class A shares, net of selling commissions and dealer manager fees, if cash distributions exceed modified funds from operations (as computed in accordance with the definition established by the Investment Program Association (“IPA”) and adjusted for certain items) to provide additional funds to support distributions to stockholders. On December 23, 2015 , NorthStar Realty and RXR purchased 164,835 and 54,945 shares of the Company’s Class A Shares for $1.5 million and $0.5 million , respectively, under the Distribution Support Agreement to satisfy the minimum offering requirement, which reduced the total commitment. From inception through March 31, 2017 , pursuant to the Distribution Support Agreement, NorthStar Realty and RXR purchased an additional 682 and 227 shares of the Company’s Class A Shares, respectively, for an aggregate amount of $8,267 . On March 16, 2017, pursuant to the Distribution Support Agreement, the Company’s board of directors approved the sale of 645 and 215 Class A Shares to Colony NorthStar and RXR, respectively, for an aggregate amount of $7,819 . In November 2016 , the Company’s board of directors amended and restated the Distribution Support Agreement to extend the term of the Distribution Support Agreement for the period ending upon the termination of the primary portion of the Offering. NorthStar Realty and RXR In December 2013, NorthStar Realty, which is now a subsidiary of Colony NorthStar, entered into a strategic transaction with RXR. The investment in RXR includes an approximate 27% equity interest. As a result of Colony NorthStar’s equity interest in RXR, Colony NorthStar may be entitled to certain fees in connection with RXR’s investment management business. In March 2017, Colony NorthStar, through an affiliate, entered into a commitment agreement to provide $25.0 million of capital to RXR RE VAF - Fund III Parallel D LP, an affiliate of RXR, to fund RXR Value Added Fund III for the purposes of investing in commercial real estate located in New York City. Sub-advisor Fees Affiliates of the Company’s Sub-advisor provide leasing and management services for the property underlying the Company’s unconsolidated venture investment in 1285 AoA. For the three months ended March 31, 2017 , the Company’s indirect share of management fees incurred by the unconsolidated venture was approximately $5,000 . Refer to Note 3, “Investment in Unconsolidated Venture” to the Consolidated Financial Statements for further discussion of the Company’s investment in an unconsolidated venture. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation The Company adopted a long-term incentive plan (the “Plan”), which it may use to attract and retain qualified officers, directors, employees and consultants, as well as an independent directors compensation plan, which is a component of the Plan. All stock issued under the Plan will consist of Class A Shares unless the board of directors of the Company determines otherwise. The Company currently intends to issue awards only to its independent directors under the Plan. The Company accounts for its equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, are amortized to compensation expense over the vesting period on a straight-line basis. Equity-based compensation is recorded in general and administrative expenses in the consolidated statements of operations. Pursuant to the Plan, the Company granted Class A Shares of restricted common stock to its three independent directors concurrent with when the Company made its first investment in May 2016. As of March 31, 2017 , the Company’s independent directors have been granted a cumulative total of 22,500 Class A Shares of restricted common stock for an aggregate value of $0.2 million , based on the share price on the date of each grant. The restricted common stock granted vests quarterly over two years. However, the stock will become fully vested on the earlier occurrence of: (i) the termination of the independent director’s service as a director due to his or her death or disability; or (ii) a change in control of the Company. The Company recognized equity-based compensation expense of $28,437 for the three months ended March 31, 2017 related to the issuance of restricted stock to the independent directors, which was recorded in general and administrative expenses in the consolidated statements of operations. As of March 31, 2017 , unvested shares totaled 14,063 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock from Primary Offering The following table presents Class A Shares, Class T Shares and Class I Shares the Company issued, and the corresponding gross proceeds generated, in connection with its Primary Offering for the three months ended March 31, 2017 , year ended December 31, 2016 and the period from inception through March 31, 2017 (in thousands): Class A Shares Class T Shares Class I Shares Three months ended March 31, 2017 Share issuances 236 285 9 Gross proceeds $ 2,386 $ 2,721 $ 86 Year ended December 31, 2016 Share issuances 501 296 74 Gross proceeds $ 5,007 $ 2,831 $ 669 Inception through March 31, 2017 Share issuances 957 581 83 Gross proceeds $ 9,393 $ 5,552 $ 755 In November 2016 , the Company’s board of directors approved an extension of the Offering by one year to February 9, 2018. The board has the right to further extend or terminate the Offering at any time, as permitted by applicable law and regulation. Distribution Reinvestment Plan The Company adopted the DRP through which common stockholders may elect to reinvest an amount equal to the distributions declared on their shares in additional shares of the same class, in lieu of receiving cash distributions, at a price equal to $9.81 per Class A Share, $9.27 per Class T Share and $9.10 per Class I Share until the Company establishes an estimated value per share for each class of share. Once established, shares issued pursuant to the DRP will be priced at 97% of the estimated value per share for each class of the common stock, as determined by the Advisor Entities or other firms chosen for that purpose. Pursuant to amended FINRA Rule 2310, the Company expects to establish an estimated value per share for each class of share from and after 150 days following the second anniversary of breaking escrow in the offering and annually thereafter. No selling commissions, dealer manager fees or distribution fees are paid on shares issued pursuant to the DRP. The amount available for distributions on all Class T Shares will be reduced by the amount of distribution fees payable with respect to the Class T Shares issued in the Primary Offering. The board of directors of the Company may amend, suspend or terminate the DRP for any reason upon ten -days’ notice to participants, except that the Company may not amend the DRP to eliminate a participant’s ability to withdraw from the DRP. As of March 31, 2017 , the Company raised gross proceeds of $10,522 pursuant to the DRP. Distributions In November 2016 , the board of directors of the Company approved a daily cash distribution of $0.000273973 per Class A Share and Class I Share and $0.000273973 per Class T Share less the distribution fees that are payable with respect to such Class T Shares, which is equivalent to an annualized distribution amount of $0.10 per share of the Company’s common stock, less the distribution fee on Class T Shares. Cash distribution rates per share are not adjusted for the retroactive impact of the stock distribution issued in January 2017. Distributions are generally paid to stockholders on the first business day of the month following the month for which the distribution has accrued. In March 2017, the board of directors of the Company approved a daily cash distribution of $0.000273973 per share of common stock for each of the three months ended June 30, 2017. The following table presents distributions declared for the three months ended March 31, 2017 : Distributions (1) Period Cash DRP Total 2017 January $ 4,906 $ 2,977 $ 7,883 February 4,829 2,962 7,791 March 5,857 3,485 9,342 Total $ 15,592 $ 9,424 $ 25,016 _________________________________________________ (1) Represents distributions declared for the period, even though such distributions are actually paid to stockholders the month following such period. Share Repurchase Program The Company adopted a share repurchase program that may enable stockholders to sell their shares to the Company in limited circumstances (the “Share Repurchase Program”). The Company may not repurchase shares unless a stockholder has held shares for one year. However, the Company may repurchase shares held less than one year in connection with a stockholder’s death or disability (as disability is defined in the Internal Revenue Code) and after receiving written notice from the stockholder or the stockholder’s estate. The Company is not obligated to repurchase shares pursuant to the Share Repurchase Program. The Company may amend, suspend or terminate the Share Repurchase Program at its discretion at any time, subject to certain notice requirements. Stock Distribution In April 2016, the board of directors of the Company approved special stock distributions to all common stockholders of record on the close of business on the earlier of: (a) the date by which the Company raises $100 million pursuant to this offering and (b) December 31, 2016 . On December 31, 2016, the Company declared, and on January 4, 2017 issued, stock distributions to stockholders of record as of December 31, 2016 in the amount of 38,293 , 14,816 and 3,676 Class A Shares, Class T Shares and Class I Shares, respectively, based on 5.0% of the outstanding shares of each share class. On December 31, 2016, the Company reduced its retained earnings by the par value of the Class A Shares, Class T Shares and Class I Shares declared to be issued or $383 , $148 and $37 , respectively. The Company has retroactively adjusted net income (loss) per share and distributions declared per share data for three months ended March 31, 2016 to reflect the impact of the stock distribution. No selling commissions or dealer manager fees were paid in connection with the issuance of the special stock distributions. In November 2016 , the board of directors of the Company authorized an additional special stock distribution to all stockholders of record of Class A Shares, Class T Shares and Class I Shares on the close of business on the earlier of: (a) the date on which the Company raises $25 million from the sale of shares pursuant to the Offering or (b) a date determined in the Company’s management’s discretion, but in any event no earlier than January 1, 2017 and no later than December 31, 2017. The special stock distribution will be in an amount equal in value to 10.0% of the current gross offering price of each issued and outstanding Class A Share, Class T Share and Class I Share on the record date. The special stock distribution will be issued in shares of the same class as the shares on which the stock distributions are being made within 90 days following the record date. No selling commissions or dealer manager fees will be paid in connection with the issuance of the special stock distribution. |
Non-controlling Interests
Non-controlling Interests | 3 Months Ended |
Mar. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | Non-controlling Interest Operating Partnership Non-controlling interest includes the special limited partnership interest in the Operating Partnership held by the Special Unit Holder and is recorded as its non-controlling interest on the consolidated balance sheets as of March 31, 2017 and December 31, 2016 . Income (loss) attributable to the non-controlling interest is based on the Special Unit Holder’s share of the Operating Partnership’s income (loss) and was a de minimus amount for the three months ended March 31, 2017 and 2016. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair Value Measurement The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices for identical assets or liabilities in an active market. Level 2. Financial assets and liabilities whose values are based on the following: a) Quoted prices for similar assets or liabilities in active markets. b) Quoted prices for identical or similar assets or liabilities in non-active markets. c) Pricing models whose inputs are observable for substantially the full term of the asset or liability. d) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. Investments for which fair value is measured using the NAV as a practical expedient are not categorized within the fair value hierarchy. Assets Measured at Fair Value on a Recurring Basis The following is a description of the valuation technique used to measure fair value of assets accounted for at fair value on a recurring basis and the general classification of the investment pursuant to the fair value hierarchy. Investment in Unconsolidated Venture The Company accounts for its equity investment in 1285 AoA through an unconsolidated venture at fair value based upon its share of the NAV of the underlying investment companies (the “1285 Investment Companies”). The Company continuously reviews the NAV provided by the 1285 Investment Companies, which were created solely for the purpose of pooling investor capital to invest in the 1285 AoA property. There is no active market for the Company’s ownership interest in the 1285 Investment Companies and any sale of the Company’s ownership interests is generally restricted and subject to approval by the general partner of the 1285 Investment Companies. Distributions from 1285 AoA will generally be received on a monthly basis. As of March 31, 2017 , the fair value of the Company’s investment in an unconsolidated venture was $5.5 million . As the Company utilizes NAV to determine fair value as a practical expedient, the Company will not present its investment in the unconsolidated venture within the fair value hierarchy. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Common Stock from Primary Offering For the period from April 1, 2017 through May 8, 2017 , the Company issued 216,666 Class A Shares and 472,733 Class T Shares, representing gross proceeds of $2.2 million and $4.5 million , respectively. Distributions On May 10, 2017 , the board of directors of the Company approved a daily cash distribution of $0.000273973 per share of common stock for each of the three months ended September 30, 2017. Distributions are generally paid to stockholders on the first business day of the month following the month for which the distribution was accrued. Colony NorthStar and RXR Purchase of Common Stock On May 10, 2017 , the Company’s board of directors approved the sale of 1,072 and 357 Class A Shares for $9,748 and $3,249 to Colony NorthStar and RXR, respectively, pursuant to the Distribution Support Agreement. New Investment On May 5, 2017 , the Company, through a subsidiary of its operating partnership, completed the acquisition of a $9.5 million interest in a $15.0 million mezzanine loan (the “Loan”) through a joint venture with RXR Value Added Fund III, an affiliate of its Co-sponsor who acquired a $0.5 million interest in the Loan, and an unaffiliated third party, who originated the Loan and retained the remaining $5.0 million interest in the Loan. The Loan is secured by a pledge of an ownership interest in a retail development project located in Times Square, New York. The Loan bears interest at a floating rate of 9.25% over the one-month London Interbank Offered Rate (“LIBOR”) and has a remaining initial term of six months, with two one -year extension options available to the Borrower. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Quarterly Presentation The accompanying unaudited consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , which was filed with the SEC on March 21, 2017. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates variable interest entities (“VIEs”), if any, where the Company is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All significant intercompany balances are eliminated in consolidation. |
Variable Interest Entities | Variable Interest Entities A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. The Company evaluates its investments, including investments in unconsolidated ventures, if any, to determine whether each investment is a VIE. The Company analyzes new investments, as well as reconsideration events for existing investments, which vary depending on type of investment. The most significant consolidated VIE is the Operating Partnership, which is a VIE because the non-controlling interests do not have substantive kick-out or participating rights. The Company consolidates this entity because it controls all significant business activities. |
Voting Interest Entities | Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party or a simple majority vote. The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. |
Investments in Unconsolidated Ventures | Investments in Unconsolidated Ventures A non-controlling, unconsolidated ownership interest in an entity may be accounted for using the equity method or cost method, and for either method, the Company may elect the fair value option. The Company will account for an investment in an unconsolidated entity that does not qualify for equity method accounting using the cost method if the Company determines that it does not have significant influence. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Equity method investments are recognized using a cost accumulation model in which the investment is recognized based on the cost to the investor, which includes acquisition fees. The Company records as an expense certain acquisition costs and fees associated with consolidated investments deemed to be business combinations and capitalizes these costs for investments deemed to be acquisitions of an asset, including an equity method investment. The Company may account for an investment in an unconsolidated entity using either the equity or cost methods, but may choose to record the investment at fair value by electing the fair value option. The Company elected the fair value option for its investment in an unconsolidated venture and records the corresponding results from operations, which includes dividends received and its share of the change in fair value of the underlying investment, as equity in earnings (losses) of unconsolidated venture on the consolidated statements of operations. The Company measures fair value using the net asset value (“NAV”) of the underlying investment as a practical expedient as permitted by the guidance on fair value measurement. Dividends received in excess of cumulative equity in earnings from the unconsolidated venture will be deemed as a return of capital. |
Non-controlling Interests | Non-controlling Interests A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and comprehensive income (loss) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. |
Estimates | Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company had no items of other comprehensive income (loss) (“OCI”), so its comprehensive income (loss) is the same as the net income (loss) for all periods presented. |
Fair Value Option | Fair Value Option The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. The Company has elected the fair value option for its investment in an unconsolidated venture. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices for identical assets or liabilities in an active market. Level 2. Financial assets and liabilities whose values are based on the following: a) Quoted prices for similar assets or liabilities in active markets. b) Quoted prices for identical or similar assets or liabilities in non-active markets. c) Pricing models whose inputs are observable for substantially the full term of the asset or liability. d) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. Investments for which fair value is measured using the NAV as a practical expedient are not categorized within the fair value hierarchy. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity date of three months or less to be cash equivalents. Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash and cash equivalents with major financial institutions. To date, the Company has not experienced any losses on cash and cash equivalents. |
Acquisition Fees and Expenses | Acquisition Fees and Expenses The total of all acquisition fees and expenses for an investment, including acquisition fees to the Advisor Entities, cannot exceed, in the aggregate, 6.0% of the contract purchase price of such investment unless such excess is approved by a majority of the directors, including independent directors. From inception through March 31, 2017 , total acquisition fees and expenses did not exceed the allowed limit for any investment. An acquisition fee incurred related to an equity investment will generally be expensed as incurred. An acquisition fee paid to the Advisor Entities related to the acquisition of an equity or debt investment in an unconsolidated joint venture is included in investments in unconsolidated ventures on the consolidated balance sheets when the fair value option is not elected for the investment, but is expensed as incurred when the fair value option is elected. The Company records as an expense certain acquisition costs and fees associated with transactions deemed to be business combinations in which it consolidates the asset and capitalizes these costs for transactions deemed to be acquisitions of an asset, including an equity investment. |
Credit Losses and Impairment on Investments | Credit Losses and Impairment on Investments Investments in Unconsolidated Ventures The Company will review its investments in unconsolidated ventures for which the Company did not elect the fair value option on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value may be impaired or that its carrying value may not be recoverable. An investment is considered impaired if the projected net recoverable amount over the expected holding period is less than the carrying value. In conducting this review, the Company will consider U.S. and global macroeconomic factors, including real estate sector conditions, together with investment specific and other factors. To the extent an impairment has occurred and is considered to be other than temporary, the loss will be measured as the excess of the carrying value of the investment over the estimated fair value and recorded in equity in earnings (losses) of unconsolidated ventures in the consolidated statements of operations. |
Organization and Offering Costs | Organization and Offering Costs The Advisor Entities, or their affiliates, are entitled to receive reimbursement for organization and offering costs paid on behalf of the Company in connection with the Offering. The Company is obligated to reimburse the Advisor Entities, or their affiliates, as applicable, for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees, distribution fees and other organization and offering costs do not exceed 15.0% of gross offering proceeds from the Offering. The Advisor Entities do not expect reimbursable organization and offering costs, excluding selling commissions, dealer manager fees and distribution fees, to exceed $18.0 million , or approximately 1.0% of the total proceeds available to be raised from the Offering. The Company records organization and offering costs each period based upon an allocation determined by the expectation of total organization and offering costs to be reimbursed. Organization costs are recorded as an expense in general and administrative expenses in the consolidated statements of operations and offering costs are recorded as a reduction to equity. |
Equity-Based Compensation | Equity-Based Compensation The Company accounts for equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, are amortized to compensation expense over the awards’ vesting period on a straight-line basis. Equity-based compensation is classified within general and administrative expense in the consolidated statements of operations. The Company adopted a long-term incentive plan (the “Plan”), which it may use to attract and retain qualified officers, directors, employees and consultants, as well as an independent directors compensation plan, which is a component of the Plan. All stock issued under the Plan will consist of Class A Shares unless the board of directors of the Company determines otherwise. The Company currently intends to issue awards only to its independent directors under the Plan. The Company accounts for its equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, are amortized to compensation expense over the vesting period on a straight-line basis. Equity-based compensation is recorded in general and administrative expenses in the consolidated statements of operations. |
Income Taxes | I ncome Taxes The Company intends to elect to be taxed as a REIT under the Internal Revenue Code and to operate as such, commencing with its taxable year ended December 31, 2016 . The Company had little or no taxable income prior to electing REIT status. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to its stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with U.S. GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company intends to operate in such a manner as to qualify for treatment as a REIT. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting update requiring a company to recognize as revenue the amount of consideration it expects to be entitled to in connection with the transfer of promised goods or services to customers. The accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. In July 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The effective date of the new revenue standard for the Company will be January 1, 2018. Leases are specifically excluded from this guidance and will be governed by the applicable lease codification; however, this update may have implications in certain variable payment terms included in lease agreements and in sale and leaseback transactions. The Company is currently assessing the potential effect of the adoption on its consolidated financial statements and related disclosures, as applicable. In January 2016, the FASB issued an accounting update that addressed certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair value be measured at fair value with changes in fair value recognized in results of operations. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not have any equity investments with readily determinable fair value recorded as available-for-sale. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued an accounting update that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The update requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Additionally, the new update will require that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under this guidance, allocated payroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead will be expensed as incurred. Lessors will continue to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The new guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company continues to assess the potential effect that adoption of the updated guidance will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance which amends several aspects of the accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued guidance that changes the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures (e.g., loan commitments). The new guidance is effective for reporting periods beginning after December 15, 2019 and will be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoption of this guidance will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued guidance that makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The new guidance requires adoption on a retrospective basis unless it is impracticable to apply, in which case the company would be required to apply the amendments prospectively as of the earliest date practicable. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In November 2016 , the FASB issued guidance which requires entities to show the changes in the total of cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for reporting periods beginning after December 15, 2017. The Company early adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued an accounting update to amend the guidance for determining whether a transaction involves the purchase or disposal of a business or an asset. The amendments clarify that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or a group of similar identifiable assets, the set and activities is not a business. The guidance is effective for fiscal years, and interim periods within those years, beginning December 15, 2017. The amendments in this update will be applied on a prospective basis. The Company expects that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets). A significant difference between the accounting for an asset acquisition and a business combination is that transaction costs are capitalized for an asset acquisition, rather than expensed for a business combination. In February 2017, the FASB issued an accounting update which clarifies the scope and application of recently established guidance on recognition of gains and losses from derecognition of non-financial assets, and defines in-substance non-financial assets. In addition, the guidance clarifies the accounting for partial sales of non-financial assets to be more consistent with the accounting for sale of a business. Specifically, in a partial sale to a non-customer, when a non-controlling interest is received or retained, the latter is considered a non-cash consideration and measured at fair value, which would result in full gain or loss recognized upon sale. This guidance has the same effective date as the new revenue guidance, which is January 1, 2018, with early adoption permitted beginning January 1, 2017. Both the revenue guidance and this update must be adopted concurrently. While the transition method is similar to the new revenue guidance, either full retrospective or modified retrospective, the transition approach need not be aligned between both updates. |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Summary of Fees and Reimbursements to the Advisor Entities and Dealer Manager | The following table presents the fees and reimbursements incurred to the Advisor Entities and the Dealer Manager for the three months ended March 31, 2017 and the amount due to related party as of March 31, 2017 and December 31, 2016 : Type of Fee or Reimbursement Due to Related Party as of Three Months Ended Due to Related Party as of Financial Statement Location December 31, 2016 Incurred Paid March 31, 2017 Fees to Advisor Entities Asset management Asset management and other fees-related party $ 619 $ 30,368 $ 30,987 $ — Reimbursements to Advisor Entities Operating costs (1) General and administrative expenses 56,075 44,844 56,075 44,844 Organization (2) General and administrative expenses 1,436 2,595 4,012 19 Offering (2) Cost of capital (3) 27,174 49,329 76,238 265 Selling commissions Cost of capital (3) — 215,987 215,987 — Dealer Manager Fees Cost of capital (3) — 146,569 146,569 — Distribution Fees Cost of capital (3) 143,526 140,508 6,707 277,327 Total $ 228,830 $ 630,200 $ 536,575 $ 322,455 _________________________________________________ (1) As of March 31, 2017 , the Advisor Entities have incurred unreimbursed operating costs on behalf of the Company of $11.5 million that remain eligible to allocate to the Company. (2) As of March 31, 2017 , the Advisor Entities have incurred unreimbursed organization and offering costs on behalf of the Company of $5.0 million that remain eligible to allocate to the Company. (3) Cost of capital is included in net proceeds from issuance of common stock in the Company’s consolidated statements of equity. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | The following table presents Class A Shares, Class T Shares and Class I Shares the Company issued, and the corresponding gross proceeds generated, in connection with its Primary Offering for the three months ended March 31, 2017 , year ended December 31, 2016 and the period from inception through March 31, 2017 (in thousands): Class A Shares Class T Shares Class I Shares Three months ended March 31, 2017 Share issuances 236 285 9 Gross proceeds $ 2,386 $ 2,721 $ 86 Year ended December 31, 2016 Share issuances 501 296 74 Gross proceeds $ 5,007 $ 2,831 $ 669 Inception through March 31, 2017 Share issuances 957 581 83 Gross proceeds $ 9,393 $ 5,552 $ 755 |
Schedule of Distributions Declared | The following table presents distributions declared for the three months ended March 31, 2017 : Distributions (1) Period Cash DRP Total 2017 January $ 4,906 $ 2,977 $ 7,883 February 4,829 2,962 7,791 March 5,857 3,485 9,342 Total $ 15,592 $ 9,424 $ 25,016 _________________________________________________ (1) Represents distributions declared for the period, even though such distributions are actually paid to stockholders the month following such period. |
Business and Organization (Deta
Business and Organization (Details) | Nov. 10, 2016 | Dec. 23, 2015USD ($) | Mar. 28, 2014USD ($)shares | Mar. 31, 2017USD ($)employee$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | May 08, 2017USD ($) | Mar. 31, 2017USD ($)employee$ / sharesshares | Oct. 26, 2016USD ($)$ / shares | Feb. 09, 2015USD ($)$ / shares |
Class of Stock [Line Items] | |||||||||
Number of employees | employee | 0 | 0 | |||||||
Common stock, shares authorized (shares) | shares | 400,000,000 | 400,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares authorized (shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Net proceeds from issuance of common stock | $ 4,640,138 | $ 7,697,289 | |||||||
Offering extension period | 1 year | ||||||||
Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock declared effective to offer | $ 2,000,000 | ||||||||
Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock declared effective to offer | 2,000,000,000 | ||||||||
IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock declared effective to offer | $ 1,800,000,000 | 1,800,000,000 | |||||||
Sponsor of the Registrant | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares of common stock issued (in shares) | shares | 16,667 | ||||||||
Co-Sponsor | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares of common stock issued (in shares) | shares | 5,556 | ||||||||
Class A common | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (shares) | shares | 120,000,000 | 120,000,000 | 120,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Number of shares of common stock issued (in shares) | shares | 236,000 | 501,000 | 957,000 | ||||||
Net proceeds from issuance of common stock | $ 200,000 | $ 2,386,000 | $ 5,007,000 | $ 9,393,000 | |||||
Class A common | Distribution Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock declared effective to offer | $ 200,000,000 | $ 200,000,000 | |||||||
Purchase price (in dollars per share) | $ / shares | $ 9.81 | $ 9.81 | $ 9.81 | $ 9.81 | |||||
Class A common | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | 10.1111 | 10.1111 | |||||||
Class A common | Sponsor of the Registrant | |||||||||
Class of Stock [Line Items] | |||||||||
Net proceeds from issuance of common stock | $ 1,500,000 | ||||||||
Class A common | Co-Sponsor | |||||||||
Class of Stock [Line Items] | |||||||||
Net proceeds from issuance of common stock | $ 500,000 | ||||||||
Class T common | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (shares) | shares | 240,000,000 | 240,000,000 | 240,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Number of shares of common stock issued (in shares) | shares | 285,000 | 296,000 | 581,000 | ||||||
Net proceeds from issuance of common stock | $ 2,721,000 | $ 2,831,000 | $ 5,552,000 | ||||||
Class T common | Distribution Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | $ 9.27 | $ 9.27 | 9.27 | 9.27 | |||||
Class T common | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | 9.5538 | $ 9.5538 | |||||||
Class I Common | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (shares) | shares | 40,000,000 | 40,000,000 | 40,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Number of shares of common stock issued (in shares) | shares | 9,000 | 74,000 | 83,000 | ||||||
Net proceeds from issuance of common stock | $ 86,000 | $ 669,000 | $ 755,000 | ||||||
Class I Common | Distribution Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | $ 9.10 | $ 9.10 | 9.10 | ||||||
Class I Common | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price (in dollars per share) | $ / shares | $ 9.10 | ||||||||
NorthStar/RXR NTR OP Holdings LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Noncontrolling interests | $ 1,000 | ||||||||
Subsequent Event | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Net proceeds from issuance of common stock | $ 22,400,000 | ||||||||
Subsequent Event | Distribution Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock, dividend reinvestment plan | $ 18,005 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Acquisition fees and expenses, percentage of contract purchase | 6.00% |
Organization and Offering Costs | Sub-Advisor | Maximum | |
Related Party Transaction [Line Items] | |
Percentage of gross offering proceeds from primary offering, reimbursable as organization and offering costs (not to exceed) | 15.00% |
Organization and Offering Costs | Advisor | |
Related Party Transaction [Line Items] | |
Reimbursable organization and offering costs, excluding selling commissions, dealer manager fees, and distribution fees (not to exceed) | $ 18,000,000 |
Expected reimbursable organization and offering costs, excluding selling commissions and dealer manager fee, as a percentage of total proceeds available to be raised from the primary offering (not to exceed) | 1.00% |
Investment in Unconsolidated 21
Investment in Unconsolidated Venture (Details) ft² in Millions | 1 Months Ended | 3 Months Ended | |
May 31, 2016USD ($)ft² | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 1.00% | ||
Equity in earnings (losses) of unconsolidated venture | $ 405,161 | $ 0 | |
Change in fair value | 405,161 | 0 | |
Dividends from unconsolidated venture | 48,438 | $ 0 | |
RXR Realty | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 1,650,000,000 | ||
1285 Avenue of the Americas Venture | Class-A Office Building | Co-Sponsor | |||
Business Acquisition [Line Items] | |||
Square feet of office building acquired | ft² | 1.8 | ||
Carrying value | 5,500,000 | ||
Equity in earnings (losses) of unconsolidated venture | 405,161 | ||
Change in fair value | 356,723 | ||
Dividends from unconsolidated venture | $ 48,438 |
Related Party Arrangements (Nar
Related Party Arrangements (Narrative) (Details) | May 10, 2017USD ($)shares | Mar. 16, 2017USD ($)shares | Dec. 23, 2015USD ($)shares | Mar. 28, 2014USD ($) | Feb. 28, 2017 | Jan. 31, 2017 | Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($)quartershares | Dec. 31, 2016USD ($)shares | Feb. 28, 2017USD ($) | Mar. 31, 2017USD ($)shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2013 |
Dealer Manager | |||||||||||||
Due to related party | $ 322,455 | $ 322,455 | $ 228,830 | $ 322,455 | $ 322,455 | ||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock | 4,640,138 | 7,697,289 | |||||||||||
Sub-Advisor Fees | |||||||||||||
Fees and reimbursements incurred | 630,200 | ||||||||||||
Class T | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock | $ 2,721,000 | $ 2,831,000 | $ 5,552,000 | ||||||||||
Net proceeds from issuance of common stock (in shares) | shares | 285,000 | 296,000 | 581,000 | ||||||||||
Class I | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock | $ 86,000 | $ 669,000 | $ 755,000 | ||||||||||
Net proceeds from issuance of common stock (in shares) | shares | 9,000 | 74,000 | 83,000 | ||||||||||
Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock | $ 200,000 | $ 2,386,000 | $ 5,007,000 | $ 9,393,000 | |||||||||
Net proceeds from issuance of common stock (in shares) | shares | 236,000 | 501,000 | 957,000 | ||||||||||
Dealer Manager | Class A and T | |||||||||||||
Dealer Manager | |||||||||||||
Percent of gross proceeds of the Primary Offering (in excess of) | 10.00% | ||||||||||||
Dealer Manager | Class T | |||||||||||||
Dealer Manager | |||||||||||||
Selling commissions (per share) | 2.00% | ||||||||||||
Dealer manager fee (per share) | 2.75% | ||||||||||||
Distribution fee, percent of gross proceeds (up to) | 1.00% | ||||||||||||
Percent of stockholder's gross investment (in excess of) | 10.00% | ||||||||||||
Dealer Manager | Class I | |||||||||||||
Dealer Manager | |||||||||||||
Distribution fee, percent of gross proceeds (up to) | 2.00% | ||||||||||||
Dealer Manager | Class A | |||||||||||||
Dealer Manager | |||||||||||||
Selling commissions (per share) | 7.00% | ||||||||||||
Dealer manager fee (per share) | 3.00% | ||||||||||||
Dealer Manager | Maximum | Class I | |||||||||||||
Dealer Manager | |||||||||||||
Dealer agreement eligibility period | 8 years | ||||||||||||
Dealer Manager | Selling Commissions and Fees Related to DRP | |||||||||||||
Dealer Manager | |||||||||||||
Selling commissions or dealer manager fees paid | $ 0 | ||||||||||||
Dealer Manager | Distribution Fees | |||||||||||||
Dealer Manager | |||||||||||||
Due to related party | $ 273,412 | 273,412 | 273,412 | $ 273,412 | |||||||||
Dealer Manager | Selling Commissions Or Dealer Manager Fees | Class I | |||||||||||||
Dealer Manager | |||||||||||||
Selling commissions or dealer manager fees paid | $ 0 | ||||||||||||
Advisor | Incentive Fees | |||||||||||||
Incentive Fee | |||||||||||||
Distributions, percent of net cash flow after meeting the pre-tax return | 15.00% | ||||||||||||
Cumulative, non-compounded annual pre-tax return on invested capital | 6.00% | ||||||||||||
Advisor | Acquisition Fee | |||||||||||||
Acquisition Fee | |||||||||||||
Asset acquisition fee as a percentage of each real estate property acquired by the company, including acquisition expenses and any financing attributable to the investment (percent) | 0.00% | 2.25% | |||||||||||
Asset acquisition fee as a percentage of principal amount funded to originate debt, including acquisition expenses and any financing attributable to the investment (percent) | 1.00% | ||||||||||||
Advisor | Disposition Fee | |||||||||||||
Disposition Fee | |||||||||||||
Disposition fee of contract sales price of each property | 2.00% | ||||||||||||
Maximum disposition fee as a percentage of contract sales price of CRE investment sold | 1.00% | ||||||||||||
Disposition fee as a percentage of the principal amount of the loan or CRE debt investment prior to the specified transaction | 0.00% | ||||||||||||
Advisor | Operating Costs | |||||||||||||
Operating Costs | |||||||||||||
Reimbursement of personnel costs related to officers and personnel involved in activities for which other fees is received | $ 0 | ||||||||||||
Number of fiscal quarters | quarter | 4 | ||||||||||||
Reimbursement expense period | 12 months | ||||||||||||
Advisor | Operating Costs | Maximum | |||||||||||||
Operating Costs | |||||||||||||
Percentage of average invested assets reimbursable as operating costs (not to exceed the greater of) | 2.00% | ||||||||||||
Percentage of net income, without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of the company's assets, considered for reimbursement of operating costs (not to exceed the greater of) | 25.00% | ||||||||||||
Advisor | Organization and Offering Costs | |||||||||||||
Organization and Offering Costs | |||||||||||||
Reimbursable organization and offering costs, excluding selling commissions, dealer manager fees, and distribution fees (not to exceed) | $ 18,000,000 | ||||||||||||
Expected reimbursable organization and offering costs, excluding selling commissions and dealer manager fee, as a percentage of total proceeds available to be raised from the primary offering (not to exceed) | 1.00% | ||||||||||||
Advisor | Asset Management Fee | |||||||||||||
Advisor Entities | |||||||||||||
Monthly asset management fee rate | 0.08% | 0.10% | |||||||||||
Asset Management Fee | |||||||||||||
Annual asset management fee rate | 1.00% | 1.25% | |||||||||||
Asset management fee monthly factor | 8.33% | ||||||||||||
Sub-Advisor | |||||||||||||
Advisor Entities | |||||||||||||
Sub-advisors percentage rights to fees | 50.00% | ||||||||||||
Sub-advisors percentage rights to reimbursements | 25.00% | ||||||||||||
Sub-Advisor | Organization and Offering Costs | Maximum | |||||||||||||
Organization and Offering Costs | |||||||||||||
Percentage of gross offering proceeds from primary offering, reimbursable as organization and offering costs (not to exceed) | 15.00% | ||||||||||||
Sub-Advisor | Asset Management Fee | |||||||||||||
Sub-Advisor Fees | |||||||||||||
Fees and reimbursements incurred | $ 5,000 | ||||||||||||
Asset management and other fees - related party | Advisor | Acquisition Fee | |||||||||||||
Sub-Advisor Fees | |||||||||||||
Fees and reimbursements incurred | $ 100,000 | ||||||||||||
Asset management and other fees - related party | Advisor | Asset Management Fee | |||||||||||||
Dealer Manager | |||||||||||||
Due to related party | $ 0 | 0 | $ 619 | 0 | 0 | ||||||||
Sub-Advisor Fees | |||||||||||||
Fees and reimbursements incurred | 30,368 | ||||||||||||
General and administrative expenses | Advisor | Operating Costs | |||||||||||||
Dealer Manager | |||||||||||||
Due to related party | 44,844 | 44,844 | 56,075 | 44,844 | 44,844 | ||||||||
Sub-Advisor Fees | |||||||||||||
Fees and reimbursements incurred | 44,844 | ||||||||||||
General and administrative expenses | Advisor | Organization | |||||||||||||
Dealer Manager | |||||||||||||
Due to related party | 19 | 19 | 1,436 | 19 | 19 | ||||||||
Sub-Advisor Fees | |||||||||||||
Fees and reimbursements incurred | 2,595 | ||||||||||||
Cost of capital | Dealer Manager | Distribution Fees | |||||||||||||
Dealer Manager | |||||||||||||
Due to related party | 277,327 | 277,327 | 143,526 | 277,327 | 277,327 | ||||||||
Sub-Advisor Fees | |||||||||||||
Fees and reimbursements incurred | 140,508 | ||||||||||||
Cost of capital | Advisor | Offering | |||||||||||||
Dealer Manager | |||||||||||||
Due to related party | 265 | 265 | $ 27,174 | 265 | 265 | ||||||||
Sub-Advisor Fees | |||||||||||||
Fees and reimbursements incurred | $ 49,329 | ||||||||||||
Distribution Support Agreement | Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Net proceeds from issuance of common stock | 8,267 | ||||||||||||
Distribution Support Agreement | NorthStar Realty | Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Commitment to purchase common stock (percentage) | 75.00% | ||||||||||||
Commitment to purchase common stock | 10,000,000 | $ 10,000,000 | $ 10,000,000 | 10,000,000 | |||||||||
Net proceeds from issuance of common stock | $ 1,500,000 | ||||||||||||
Number of shares approved to be issued (in shares) | shares | 645 | ||||||||||||
Net proceeds from issuance of common stock (in shares) | shares | 164,835 | 682 | |||||||||||
Distribution Support Agreement | RXR Realty | Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Commitment to purchase common stock (percentage) | 25.00% | ||||||||||||
Net proceeds from issuance of common stock | $ 500,000 | ||||||||||||
Number of shares approved to be issued (in shares) | shares | 215 | ||||||||||||
Value of shares approved to be issued | $ 7,819 | ||||||||||||
Net proceeds from issuance of common stock (in shares) | shares | 54,945 | 227 | |||||||||||
RXR Realty | NorthStar Realty | |||||||||||||
NorthStar Realty and RXR [Abstract] | |||||||||||||
Equity method investment, ownership percentage | 27.00% | ||||||||||||
Equity method investment, parent funding commitment | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |||||||||
Subsequent Event | Distribution Support Agreement | NorthStar Realty | Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Number of shares approved to be issued (in shares) | shares | 1,072 | ||||||||||||
Value of shares approved to be issued | $ 9,748 | ||||||||||||
Subsequent Event | Distribution Support Agreement | RXR Realty | Class A | |||||||||||||
Distribution Support Agreement [Abstract] | |||||||||||||
Number of shares approved to be issued (in shares) | shares | 357 | ||||||||||||
Value of shares approved to be issued | $ 3,249 |
Related Party Arrangements - Su
Related Party Arrangements - Summary of Fees and Reimbursements (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | $ 228,830 |
Fees and reimbursements incurred | (630,200) |
Fees and reimbursements paid | 536,575 |
Due to related party, ending balance | 322,455 |
Advisor Entities | Unreimbursed Operating Costs | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Fees and reimbursements incurred | (11,500,000) |
Advisor Entities | Unreimbursed Organization and Offering Costs | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Fees and reimbursements incurred | (5,000,000) |
Dealer Manager | Distribution Fees | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, ending balance | 273,412 |
Asset management and other fees - related party | Advisor Entities | Asset management | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | 619 |
Fees and reimbursements incurred | (30,368) |
Fees and reimbursements paid | 30,987 |
Due to related party, ending balance | 0 |
General and administrative expenses | Advisor Entities | Operating costs | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | 56,075 |
Fees and reimbursements incurred | (44,844) |
Fees and reimbursements paid | 56,075 |
Due to related party, ending balance | 44,844 |
General and administrative expenses | Advisor Entities | Organization | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | 1,436 |
Fees and reimbursements incurred | (2,595) |
Fees and reimbursements paid | 4,012 |
Due to related party, ending balance | 19 |
Cost of capital | Advisor Entities | Offering | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | 27,174 |
Fees and reimbursements incurred | (49,329) |
Fees and reimbursements paid | 76,238 |
Due to related party, ending balance | 265 |
Cost of capital | Dealer Manager | Selling Commissions | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | 0 |
Fees and reimbursements incurred | (215,987) |
Fees and reimbursements paid | 215,987 |
Due to related party, ending balance | 0 |
Cost of capital | Dealer Manager | Dealer Manager Fees | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | 0 |
Fees and reimbursements incurred | (146,569) |
Fees and reimbursements paid | 146,569 |
Due to related party, ending balance | 0 |
Cost of capital | Dealer Manager | Distribution Fees | |
Related Party Transaction, Due to Related Parties [Roll Forward] | |
Due to related party, beginning balance | 143,526 |
Fees and reimbursements incurred | (140,508) |
Fees and reimbursements paid | 6,707 |
Due to related party, ending balance | $ 277,327 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - Restricted stock | 3 Months Ended |
Mar. 31, 2017USD ($)directorshares | |
Equity-based compensation | |
Number of independent directors | director | 3 |
Quarterly vesting period (in years) | 2 years |
Equity-based compensation expense | $ | $ 28,437 |
Shares granted (shares) | shares | 14,063 |
Class A common | |
Equity-based compensation | |
Cumulative shares granted (shares) | shares | 22,500 |
Aggregate value of stock granted | $ | $ 200,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock from Primary Offering (Narrative) (Details) - USD ($) shares in Thousands | Nov. 10, 2016 | Mar. 28, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 |
Class of Stock [Line Items] | |||||
Common stock offering | $ 4,640,138 | $ 7,697,289 | |||
Offering extension period | 1 year | ||||
Class A | |||||
Class of Stock [Line Items] | |||||
Number of shares of common stock issued (in shares) | 236 | 501 | 957 | ||
Common stock offering | $ 200,000 | $ 2,386,000 | $ 5,007,000 | $ 9,393,000 | |
Class T | |||||
Class of Stock [Line Items] | |||||
Number of shares of common stock issued (in shares) | 285 | 296 | 581 | ||
Common stock offering | $ 2,721,000 | $ 2,831,000 | $ 5,552,000 | ||
Class I | |||||
Class of Stock [Line Items] | |||||
Number of shares of common stock issued (in shares) | 9 | 74 | 83 | ||
Common stock offering | $ 86,000 | $ 669,000 | $ 755,000 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distribution Reinvestment Plan (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Oct. 26, 2016 | Feb. 09, 2015 | |
Stockholders Equity Note [Line Items] | ||||
Gross proceeds raised pursuant to DRP | $ 7,358 | $ 3,164 | ||
Distribution Reinvestment Plan | ||||
Stockholders Equity Note [Line Items] | ||||
Percent of estimated value per share | 97.00% | |||
Period within which the company expects to establish an estimated value per share following the second anniversary | 150 days | |||
Notice period served by board of directors to amend or terminate distribution reinvestment plan | 10 days | |||
Gross proceeds raised pursuant to DRP | $ 10,522 | |||
Class A common | Distribution Reinvestment Plan | ||||
Stockholders Equity Note [Line Items] | ||||
Purchase price (in dollars per share) | $ 9.81 | $ 9.81 | $ 9.81 | |
Class T common | Distribution Reinvestment Plan | ||||
Stockholders Equity Note [Line Items] | ||||
Purchase price (in dollars per share) | 9.27 | 9.27 | $ 9.27 | |
Class I Common | Distribution Reinvestment Plan | ||||
Stockholders Equity Note [Line Items] | ||||
Purchase price (in dollars per share) | $ 9.10 | $ 9.10 | ||
Dealer Manager | Selling Commissions and Fees Related to DRP | ||||
Stockholders Equity Note [Line Items] | ||||
Selling commissions or dealer manager fees paid | $ 0 |
Stockholders' Equity - Distri27
Stockholders' Equity - Distributions (Narrative) (Details) - $ / shares | 1 Months Ended | |
Mar. 31, 2017 | Nov. 30, 2016 | |
Class of Stock [Line Items] | ||
Daily cash distribution (in dollars per share) | $ 0.000273973 | |
Annualized distribution amount (in dollars per share) | $ 0.10 | |
Class A common | ||
Class of Stock [Line Items] | ||
Daily cash distribution (in dollars per share) | 0.000273973 | |
Class I Common | ||
Class of Stock [Line Items] | ||
Daily cash distribution (in dollars per share) | 0.000273973 | |
Class T common | ||
Class of Stock [Line Items] | ||
Daily cash distribution (in dollars per share) | $ 0.000273973 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends Declared (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |||||
Cash | $ 5,857 | $ 4,829 | $ 4,906 | $ 15,592 | |
DRP | 3,485 | 2,962 | 2,977 | 9,424 | |
Total | $ 9,342 | $ 7,791 | $ 7,883 | $ 25,016 | $ 23,927 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Threshold period to repurchase shares (less than) | 1 year |
Stockholders' Equity - Stock Di
Stockholders' Equity - Stock Distribution (Narrative) (Details) - USD ($) | Nov. 10, 2016 | Apr. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||
Offering threshold for special stock dividends | $ 25,000,000 | $ 100,000,000 | ||
Selling commissions or dealer manager fees paid | $ 0 | |||
Period following record date for special stock dividend | 90 days | |||
Class A | ||||
Class of Stock [Line Items] | ||||
Common stock dividends, (in shares) | 38,293 | |||
Percent of current gross offering price for special stock dividend | 10.00% | 5.00% | ||
Stock issued during period, value, stock dividend | $ 383 | |||
Class T | ||||
Class of Stock [Line Items] | ||||
Common stock dividends, (in shares) | 14,816 | |||
Stock issued during period, value, stock dividend | $ 148 | |||
Class I | ||||
Class of Stock [Line Items] | ||||
Common stock dividends, (in shares) | 3,676 | |||
Stock issued during period, value, stock dividend | $ 37 |
Fair Value (Details)
Fair Value (Details) $ in Millions | Mar. 31, 2017USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value of investment in unconsolidated venture | $ 5.5 |
Subsequent Events - Common Stoc
Subsequent Events - Common Stock from Primary Offering (Details) - USD ($) | Mar. 28, 2014 | May 08, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 |
Subsequent Event [Line Items] | |||||
Common stock offering | $ 4,640,138 | $ 7,697,289 | |||
Class A | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (in shares) | 236,000 | 501,000 | 957,000 | ||
Common stock offering | $ 200,000 | $ 2,386,000 | $ 5,007,000 | $ 9,393,000 | |
Class T | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (in shares) | 285,000 | 296,000 | 581,000 | ||
Common stock offering | $ 2,721,000 | $ 2,831,000 | $ 5,552,000 | ||
Subsequent Event | Class A | Primary Offering | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (in shares) | 216,666 | ||||
Common stock offering | $ 2,200,000 | ||||
Subsequent Event | Class T | Primary Offering | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock issued (in shares) | 472,733 | ||||
Common stock offering | $ 4,500,000 |
Subsequent Events - Distributio
Subsequent Events - Distributions (Details) | May 10, 2017$ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Daily cash distribution of common stock (in dollars per share) | $ 0.000273973 |
Subsequent Events - NorthStar R
Subsequent Events - NorthStar Realty and RXR Purchase of Common Stock (Details) - USD ($) | May 10, 2017 | Mar. 16, 2017 | Dec. 23, 2015 | Mar. 28, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2017 |
Subsequent Event [Line Items] | ||||||||
Common stock offering | $ 4,640,138 | $ 7,697,289 | ||||||
Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock purchased (in shares) | 236,000 | 501,000 | 957,000 | |||||
Common stock offering | $ 200,000 | $ 2,386,000 | $ 5,007,000 | $ 9,393,000 | ||||
Class A | Distribution Support Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock offering | $ 8,267 | |||||||
Class A | Distribution Support Agreement | NorthStar Realty | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock purchased (in shares) | 164,835 | 682 | ||||||
Number of shares approved to be issued (in shares) | 645 | |||||||
Common stock offering | $ 1,500,000 | |||||||
Class A | Distribution Support Agreement | RXR Realty | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock purchased (in shares) | 54,945 | 227 | ||||||
Number of shares approved to be issued (in shares) | 215 | |||||||
Value of shares approved to be issued | $ 7,819 | |||||||
Common stock offering | $ 500,000 | |||||||
Subsequent Event | Class A | Distribution Support Agreement | NorthStar Realty | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares approved to be issued (in shares) | 1,072 | |||||||
Value of shares approved to be issued | $ 9,748 | |||||||
Subsequent Event | Class A | Distribution Support Agreement | RXR Realty | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares approved to be issued (in shares) | 357 | |||||||
Value of shares approved to be issued | $ 3,249 |
Subsequent Events New Investmen
Subsequent Events New Investment (Details) - Subsequent Event $ in Millions | May 05, 2017USD ($)extension |
Times Squire, New York | |
Subsequent Event [Line Items] | |
Interest in joint venture acquired | $ 9.5 |
Initial loan term | 6 months |
Number of optional extensions to initial maturity date | extension | 2 |
Optional extension period | 1 year |
Affiliate of Co-Sponsor | Times Squire, New York | |
Subsequent Event [Line Items] | |
Interest in joint venture acquired | $ 0.5 |
Unaffiliated Third Party | Times Squire, New York | |
Subsequent Event [Line Items] | |
Interest in joint venture acquired | 5 |
Mezzanine Loans | Corporate Joint Venture | |
Subsequent Event [Line Items] | |
Mezzanine loan | $ 15 |
London Interbank Offered Rate (LIBOR) | Mezzanine Loans | Times Squire, New York | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 9.25% |