Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 13, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | RIT | |
Entity Registrant Name | Rodin Income Trust, Inc. | |
Entity Central Index Key | 1,664,780 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 62,450 | |
Class I Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 80,560 | |
Class T Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Assets | |||
Cash and cash equivalents | $ 1,271,797 | $ 201,001 | |
Commercial mortgage loan, held for investment | [1] | 18,000,000 | |
Due from related party | 5,000 | ||
Prepaid expenses and other assets | 20,651 | ||
Total assets | 19,297,448 | 201,001 | |
Liabilities | |||
Loan participation sold | 17,100,000 | ||
Accounts payable and accrued expenses | 22,384 | ||
Distributions payable | 3,842 | 0 | |
Due to related party | 138,949 | 0 | |
Other liabilities | 2,275 | ||
Total liabilities | 17,267,450 | 0 | |
Stockholder's equity | |||
Preferred stock, $0.01 par value per share, 50,000,000 and 0 shares authorized, and 0 issued and outstanding at September 30, 2018 and December 31, 2017, respectively | |||
Additional paid-in capital | 2,179,341 | 199,919 | |
Accumulated deficit and cumulative distributions | (151,225) | ||
Total controlling interest | 2,028,998 | 200,001 | |
Non-controlling interests in subsidiaries | 1,000 | 1,000 | |
Total stockholder's equity | 2,029,998 | 201,001 | |
Total liabilities and stockholder's equity | 19,297,448 | 201,001 | |
Class A Common Stock | |||
Stockholder's equity | |||
Common stock | 82 | 82 | |
Total stockholder's equity | 82 | $ 82 | |
Class I Common Stock | |||
Stockholder's equity | |||
Common stock | 800 | ||
Total stockholder's equity | $ 800 | ||
[1] | Includes Loan participation sold related to the Delshah Loan, as the participation interest sold was not treated as a sale under U.S. GAAP. |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 410,000,000 | |
Class A Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 160,000,000 | 300,000 |
Common stock, shares issued | 8,180 | 8,180 |
Common stock, shares outstanding | 8,180 | 8,180 |
Class T Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 0 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class I Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 0 |
Common stock, shares issued | 80,000 | 0 |
Common stock, shares outstanding | 80,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Interest Income: | ||||
Interest income | $ 40,950 | $ 40,950 | ||
Less: Interest income related to loan participation sold | (38,902) | (38,902) | ||
Total interest income, net | 2,048 | 2,048 | ||
Operating expenses: | ||||
General and administrative expenses | 29,447 | 149,118 | ||
Management fees | 313 | 313 | ||
Total operating expenses | 29,760 | 149,431 | ||
Net income (loss) | $ (27,712) | $ (147,383) | ||
Weighted average shares outstanding | 88,180 | 8,180 | 36,025 | 8,180 |
Net income (loss) per common share - basic and diluted | $ (0.31) | $ (4.09) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) | Total | Class A Common Stock | Class I Common Stock | Additional Paid-In Capital | Accumulated Deficit and Cumulative Distributions | Non-controlling Interest |
Beginning balance at Dec. 31, 2016 | $ 201,001 | $ 82 | $ 199,919 | $ 1,000 | ||
Beginning balance, shares at Dec. 31, 2016 | 8,180 | |||||
Common stock issued, shares | 0 | |||||
Ending balance at Dec. 31, 2017 | $ 201,001 | $ 82 | 199,919 | 1,000 | ||
Ending balance, shares at Dec. 31, 2017 | 8,180 | 0 | ||||
Common stock issued | $ 2,000,000 | $ 800 | 1,999,200 | |||
Common stock issued, shares | 80,000 | 80,000 | ||||
Offering costs | $ (19,778) | (19,778) | ||||
Net income (loss) | (147,383) | $ (147,383) | ||||
Distributions declared on common stock | (3,842) | (3,842) | ||||
Ending balance at Sep. 30, 2018 | $ 2,029,998 | $ 82 | $ 800 | $ 2,179,341 | $ (151,225) | $ 1,000 |
Ending balance, shares at Sep. 30, 2018 | 8,180 | 80,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | 9 Months Ended | |
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | |
Cash flows from operating activities: | ||
Net income (loss) | $ (147,383) | |
Changes in assets and liabilities: | ||
(Increase) in prepaid expenses and other assets | (20,651) | |
(Increase) in due from related party | (5,000) | |
Increase in accounts payable and accrued expenses | 22,384 | |
Increase/(decrease) in due to related party | 118,949 | $ (3,999) |
Increase in other liabilities | 2,275 | |
Net cash used in operating activities | (29,426) | (3,999) |
Cash flows from investing activities: | ||
Origination of commercial mortgage loan, held for investment | (18,000,000) | |
Loan participation sold to related party | 17,100,000 | |
Cash used in investing activities | (900,000) | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 2,000,222 | |
Cash provided by financing activities | 2,000,222 | |
Net increase/(decrease) in cash and cash equivalents | 1,070,796 | (3,999) |
Cash and cash equivalents, at beginning of period | 201,001 | 205,000 |
Cash and cash equivalents, at end of period | 1,271,797 | $ 201,001 |
Non-cash financing activities: | ||
Distributions payable | $ 3,842 |
Organization and Business Purpo
Organization and Business Purpose | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization and Business Purpose | Note 1 – Organization and Business Purpose Rodin Income Trust, Inc. (the “Company”) was formed on January 19, 2016 as a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes. At September 30, 2018, the Company was 100% owned by the Company’s sponsor, Cantor Fitzgerald Investors, LLC (“CFI”). The Company’s consolidated financial statements include Rodin Income Trust Operating Partnership, L.P. (the “Operating Partnership”) and RIT Lending, Inc. (“RIT Lending”). Substantially all of the Company’s business is expected to be conducted through the Operating Partnership, a Delaware partnership formed on January 19, 2016. The Company is the sole general and limited partner of the Operating Partnership. Unless the context otherwise requires, the “Company” refers to the Company and the Operating Partnership. On January 19, 2016, the Company was capitalized with a $200,001 investment by CFI, through the purchase of 8,180 Class A shares of common stock. In addition, an indirect wholly owned subsidiary of CFI, Rodin Income Trust Op Holdings, LLC (the “Special Unit Holder”), has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units, which is recorded as a non-controlling interest on the consolidated balance sheets as of September 30, 2018 and December 31, 2017, respectively. On June 28, 2018, the Company satisfied the minimum offering requirement for the Offering (the “Minimum Offering Requirement”) as a result of CFI’s purchase of $2.0 million in Class I shares. The Company intends to focus on originating mortgage loans secured primarily by commercial real estate located primarily in the U.S., United Kingdom, and other European Countries. The Company may also invest in commercial real estate securities and properties. Commercial real estate investments may include mortgage loans, subordinated mortgage and non-mortgage interests, including preferred equity investments and mezzanine loans, and participations in such instruments. Commercial real estate securities may include commercial mortgage-backed securities (“CMBS”), unsecured debt of publicly traded REITs, debt or equity securities of publicly traded real estate companies and structured notes. As of September 30, 2018, the Company had originated, through RIT Lending, an $18 million fixed rate mezzanine loan (the “Delshah Loan”) to DS Brooklyn Portfolio Mezz LLC (the “Mezzanine Borrower”), an affiliate of Delshah Capital Limited (“Delshah”) for the acquisition of a 28-property multifamily portfolio by Delshah located in Brooklyn and Manhattan, NY (each a “Property” and collectively the “Portfolio”). RIT Lending originated the Delshah Loan with (i) cash from the Offering (as defined below) equivalent to a 5% participation interest in the amount of $900,000 in the Delshah Loan and (ii) proceeds from the sale to CFI of a 95% participation interest in the amount of $17,100,000 in the Delshah Loan (See Note 3). The Company is externally managed by Rodin Income Advisors, LLC (the “Advisor”), a Delaware limited liability company and a wholly owned subsidiary of CFI. CFI is a wholly owned subsidiary of CFIM Holdings, LLC, which is a wholly owned subsidiary of Cantor Fitzgerald, L.P. (“CFLP”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with U.S. GAAP. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet. Management believes that the estimates utilized in preparing the consolidated financial statements are reasonable. As such, actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and its consolidated subsidiaries in accordance with U.S. GAAP. The Company consolidates Variable Interest Entities (“VIE”) where it is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All intercompany balances are eliminated in consolidation. Variable Interest Entities The Company determines if an entity is a VIE in accordance with U.S. GAAP. For an entity in which the Company has acquired an interest, the entity will be considered a VIE if both of the following characteristics are not met: (i) the equity investors in the entity have the characteristics of a controlling financial interest and (ii) the equity investors’ total investment at risk is sufficient to finance the entity’s activities without additional subordinated financial support. The Company makes judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, then a quantitative analysis, if necessary. A qualitative analysis is generally based on a review of the design of the entity, including its control structure and decision-making abilities, and also its financial structure. In a quantitative analysis, the Company would incorporate various estimates, including estimated future cash flows, assumed hold periods and capitalization or discount rates. If an entity is determined to be a VIE, the Company then determines whether to consolidate the entity as the primary beneficiary. The primary beneficiary has both (i) the authority to direct the activities that most significantly impact the VIE’s economic performance and (ii) the right to receive economic benefits from the VIE that could potentially be significant to the VIE and, in the event of economic losses, the obligation to absorb the losses. The Company evaluates all of its investments in real estate-related assets to determine if they are VIEs utilizing judgments and estimates that are inherently subjective. If different judgments or estimates were used for these evaluations, it could result in differing conclusions as to whether or not an entity is a VIE and whether or not to consolidate such entity. Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company will not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. The Company will perform 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. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. Commercial Mortgage Loan, Held for Investment Commercial mortgage loans are generally intended to be held for investment and, accordingly, are carried at cost, net of unamortized loan fees, premium, discount and unfunded commitments. Commercial mortgage loans, held for investment that are deemed to be impaired are carried at amortized cost less a loan loss reserve, if deemed appropriate. Commercial mortgage loans where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value. As of September 30, 2018, the Company has originated one mezzanine loan. Mezzanine Loan The Company has originated a mezzanine loan to an entity that is a member of a commercial real estate property owner. The mezzanine loan is secured by a pledge against the borrower’s equity in the property owner and is subordinate to senior debt. The mezzanine loan is senior to any preferred equity or common equity in the property owner. In connection with the origination of the Delshah Loan, RIT Lending entered into a participation agreement (the “Delshah Loan Participation Agreement”) with CFI. RIT Lending originated the Delshah Loan with (i) cash from the Offering (as defined below) equivalent to a 5% participation interest in the Delshah Loan and (ii) proceeds from the sale to CFI of a 95% participation interest in the Delshah Loan. The Delshah Loan Participation Agreement provides that participation certificates sold to CFI represent an undivided beneficial ownership interest in the Delshah Loan. Loan Participation Sold In regard to the Delshah Loan, the Company has partially financed its Commercial mortgage loan, held for investment through the sale of participating mezzanine loan interest to CFI. To the extent that U.S. GAAP does not recognize a sale resulting from the loan participation interests sold, the Company does not derecognize the participation in the loan that it sold. Instead, the Company recognizes a loan participation sold liability in an amount equal to the principal of the loan participation sold. The Company continues to recognize interest income on the entire loan, including the interest attributable to the loan participation sold (see Note 3 for further information on the Delshah Loan). Revenue Recognition Interest income is recognized when earned and accrued based on the outstanding accrual balance and any related premium, discount, origination costs and fees are amortized over the term of the loan on a straight-line basis, which approximates the effective interest method. The amortization is reflected as an adjustment to interest income in earnings. The amortization of a premium or accretion of a discount is discontinued if such loan is reclassified to held for sale. Credit Losses and Impairment on Investments Loans are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loan loss reserves on a periodic basis. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the loan as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a loan loss reserve is recorded with a corresponding charge to provision for loan losses. The loan loss reserve for each loan is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for a loan at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. A loan is written off when it is no longer realizable and/or legally discharged. As of September 30, 2018, no impairment has been identified. Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions. Organization and Offering Costs The Advisor has agreed to pay, on behalf of the Company, all organizational and offering costs (including legal, accounting, and other costs attributable to the Company’s organization and offering, but excluding upfront selling commissions, dealer manager fees and distribution fees) (“O&O Costs”) through the first anniversary of the date (the “Escrow Break Anniversary”) on which the Company satisfied the Minimum Offering Requirement. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the O&O Costs, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company will be obligated to reimburse the Advisor subject to the 1% Cap (as defined below). Following the Escrow Break Anniversary, the Company will reimburse the Advisor for payment of the O&O Costs ratably over a 36-month period; provided, however, that the Company shall not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed 1% of gross proceeds (the “1% Cap”) of the Offering (as defined in Note 4), as of such payment date. Any amounts not reimbursed in any period shall be included in determining any reimbursement liability for a subsequent period. As of September 30, 2018 and December 31, 2017, the Advisor has incurred O&O Costs on the Company’s behalf of $4,357,350 and $2,874,210, respectively. As of September 30, 2018 and December 31, 2017, the Company is obligated to reimburse the Advisor for O&O Costs in the amount of $20,000 and $0, respectively, which is included within Due to related party in the accompanying consolidated balance sheets. As of September 30, 2018 and December 31, 2017, organizational costs of $222 and $0 were expensed and offering costs of $19,778 and $0 were charged to stockholder’s equity. The Company’s reimbursement liability for these amounts will be paid ratably over 36-months beginning on the Escrow Break Anniversary. Due from Related Party Due from related party at September 30, 2018 and December 31, 2017 was $5,000 and $0, respectively, and is comprised of amounts owed to the Company by CFI related to the Company’s origination of the Delshah Loan. The outstanding amounts due from CFI were received by the Company during October 2018. Prepaid Expenses and Other Assets Prepaid expenses and other assets at September 30, 2018 and December 31, 2017 was $20,651 and $0, respectively. Prepaid expenses and other assets as of September 30, 2018 consists of $16,651 of prepaid insurance and $4,000 funded by the Company at the closing of the Delshah Loan due from the Mezzanine Borrower. The outstanding amounts due from the Mezzanine Borrower were received by the Company during November 2018. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses is comprised of amounts owed by the Company for compensation to the Company’s independent board of directors relating to pro-rated annual compensation as well as attendance at a meeting of the board of directors, which at September 30, 2018 and December 31, 2017 was $22,384 and $0, respectively. Due to Related Party Due to related party is comprised of amounts contractually owed by the Company for various services provided to the Company from a related party, which at September 30, 2018 and December 31, 2017 was $138,949 and $0, respectively. Other Liabilities Other liabilities is comprised of unearned interest income received by the Company from the Mezzanine Borrower, which, at September 30, 2018 and December 31, 2017, was $2,275 and $0, respectively. Income Taxes The Company intends to elect to be taxed as a REIT and to comply with the related provisions under the Internal Revenue Code of 1986, as amended. Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. The Company expects to have little or no taxable income prior to electing REIT status. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company may also be subject to certain state, local and franchise taxes. If the Company fails to meet these requirements, it will be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. Earnings Per Share Basic net income (loss) per share of common stock is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. All classes of common stock are allocated net income (loss) at the same rate per share. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606).” Beginning January 1, 2018, companies are required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also includes additional disclosure requirements. The new standard can be adopted either retrospectively to prior reporting periods presented or as a cumulative effect adjustment as of the date of adoption. The Company has adopted the standard using the modified retrospective transition method. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements as of September 30, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This standard requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged. The guidance is effective beginning January 1, 2019, with early adoption permitted. The Company plans to adopt the standard on its required effective date. Management is continuing to evaluate the impact of the new guidance on the Company’s unaudited condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance will replace the “incurred loss” approach under existing guidance with an “expected loss” model for instruments measured at amortized cost, and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The guidance is effective for fiscal years beginning after December 15, 2019 and is to be adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the impact this pronouncement will have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business,” which addresses the definition of a business and provides a framework to determine if an asset or group of assets to be acquired is not a business. The standard clarifies that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements as of September 30, 2018 . |
Commercial Mortgage Loan, Held
Commercial Mortgage Loan, Held for Investment | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Commercial Mortgage Loan, Held for Investment | Note 3 – Commercial Mortgage Loan, Held for Investment NYC Multi-family Portfolio Mezzanine Loan On September 21, 2018, the Company, through a subsidiary of its operating partnership, RIT Lending (the “Lender”), originated the Delshah Loan to the Mezzanine Borrower, an affiliate of Delshah, for the acquisition of the Portfolio. The fee simple interest in the Portfolio is held by DS Brooklyn Portfolio Owner LLC, a single purpose limited liability company (the “Senior Borrower”) of which the Mezzanine Borrower owns 100% of the membership interests. The Portfolio is comprised of 207 residential units and 19 commercial units that encompass 167,499 square feet. The following table provides certain information about the Delshah Loan: Loan Type Loan Amount Loan Term Coupon Amortization Loan-to-Value Mezzanine Loan $ 18,000,000 10 years 9.10% subject to a potential increase in year six Interest only 83% The interest rate for the Delshah Loan for years one through five is 9.10%. At the end of year five, the interest rate for the Delshah Loan shall change to the greater of (i) 9.10% or (ii) 465 basis points over the Mortgage Loan Interest Rate (as defined below). However, in the event certain conditions described in the next sentence are not satisfied at the end of year five, the interest rate for the Delshah Loan shall increase to the greater of (i) 10.10% or (ii) 565 basis points over the Mortgage Loan Interest Rate in effect at the beginning of year six. The interest rate modification conditions to be satisfied at the end of year five are: (a) a minimum debt yield on the combined Delshah Loan and Senior Loan amount of 7.0%; (b) a debt service coverage ratio of at least 1.10x, on the combined Delshah Loan and Senior Loan amount, based on the interest rate for the Delshah Loan to be in effect at the beginning of year six; and (c) the then outstanding principal balance of the combined Delshah Loan and Senior Loan is not greater than 75.0% of the value of the Portfolio. The interest rate for the Senior Loan for years one through five is 4.45%, and at the end of year five, the interest rate for the Senior Loan shall change to the greater of 4.45% or 275 basis points over the then existing five year U.S. Treasury Note Yield (the “Mortgage Loan Interest Rate”). The Delshah Loan is secured by a pledge of 100% of the equity interests in the Senior Borrower. The Delshah Loan may be prepaid in its entirety, but not in part, subject to Lender’s receipt of eighteen months of minimum interest. The term of the Delshah Loan is ten years, with no option to extend. The Portfolio will be managed by an affiliate of the Borrower. In regard to the Delshah Loan, during the three and nine months ended September 30, 2018, the Company earned total interest income, net of $2,048, which was comprised of total Interest income of $40,950, less Interest income related to loan participation sold of $38,902. Concentration of Credit Risk The following table presents the geography and property type of collateral underlying the Company’s Commercial mortgage loan, held for investment as a percentage of the loan’s carrying value: Geography Collateral Property Type September 30, 2018 New York Multifamily 100% As of December 31, 2017, the Company had not originated any loans. |
Loan Participation Sold
Loan Participation Sold | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Loan Participation Sold | Note 4 – Loan Participation Sold Delshah Loan Participation Agreement In connection with the origination of the Delshah Loan, the Lender entered into the Delshah Loan Participation Agreement with CFI. The Company, through the Lender, originated the Delshah Loan with (i) cash from the Offering (as defined below) equivalent to a 5% participation interest in the amount of $900,000 in the Delshah Loan and (ii) proceeds from the sale to CFI of a 95% participation interest in the amount of $17,100,000 in the Delshah Loan. The Company intends, but is not obligated, to repurchase the remaining 95% of the participation interest in the Delshah Loan from CFI at a purchase price equivalent to the amount paid for the participation interest by CFI. The Delshah Loan Participation Agreement provides that participation certificates sold to CFI represent an undivided beneficial ownership interest in the Delshah Loan. The Delshah Loan Participation Agreement also specifies the parties’ respective rights with respect to the Delshah Loan. The transactions with CFI were approved by the Company’s board of directors, including by the majority of its independent directors. The financing of the Delshah Loan by the sale of $17,100,000 of mezzanine interest to CFI through the Delshah Loan Participation Agreement does not qualify as a sale under GAAP. Therefore, the Company presents the whole Delshah Loan as an asset and the Loan participation sold as a liability on the consolidated balance sheet. The gross presentation of Loan participation sold does not impact stockholder’s equity or net income. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholder's Equity | Note 5 – Stockholder’s Equity Initial Public Offering On November 30, 2017, the Company filed a registration statement with the SEC on Form S-11 in connection with the initial public offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in its primary offering (the “Primary Offering”) and up to $250 million in shares pursuant to its distribution reinvestment plan (the “DRP”, and together with the Primary Offering, the “Offering”). The registration statement was subsequently declared effective by the SEC on May 2, 2018. In addition, on June 28, 2018, the Company satisfied the Minimum Offering Requirement for the Offering as a result of CFI’s purchase of $2.0 million in Class I shares. The Company determines its net asset value as of the end of each quarter. Net asset value (“NAV”), as defined, is calculated consistent with the procedures set forth in the Company’s prospectus and excludes any O&O costs, with such costs to be reflected in the Company’s NAV to the extent the Company reimburses the Advisor for these costs. As of September 30, 2018, the per share purchase price for shares of common stock in the Primary Offering was $ 24.85 per Class A share, $24.09 per Class T share and $23.61 per Class I share. The Company’s shares of common stock consist of Class A shares, Class T shares and Class I shares, all of which are collectively referred to herein as shares of common stock. As of September 30, 2018, the Company’s total number of authorized shares of common stock was 410,000,000 consisting of 160,000,000 of Class A authorized common shares, 200,000,000 of Class T authorized common shares and 50,000,000 of Class I authorized common shares. CFI pays a portion of selling commissions and all of the dealer manager fees (“Sponsor Support”), up to a total of 4.0% of gross offering proceeds from the sale of Class A shares and Class T shares, and up to a total of 1.5% of gross offering proceeds from the sale of Class I shares, incurred in connection with the Offering. Selling commissions and dealer manager fees are presented net of Sponsor Support on the Company’s consolidated statements of stockholder’s equity. The Company will reimburse Sponsor Support (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement (as defined below) by the Company or by the Advisor. In each such case, the Company will only reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on such invested capital. Pursuant to the terms of the dealer manager agreement between the Company and Cantor Fitzgerald & Co. (the “Dealer Manager”), a related party, the Dealer Manager provides dealer manager services in connection with the Offering. The Offering is a best efforts offering, which means that the Dealer Manager will not be required to sell any specific number or dollar amount of shares of common stock in the Offering, but will use its best efforts to sell the shares of common stock. The Offering is a continuous offering that will end no later than two years after the effective date of the Offering, or May 2, 2020, unless extended by the Company’s board of directors for up to an additional one year or beyond, as permitted by the SEC. The Company may continue to offer shares through the DRP after the primary offering terminates until the Company has sold $250 million in shares through the reinvestment of distributions. The Company also has 50 million shares of preferred stock, $0.01 par value, authorized. No shares of preferred stock are issued or outstanding. As of September 30, 2018, the Company had sold 80,000 shares of its common stock (consisting of 80,000 Class I shares) in the Offering to CFI for aggregate net proceeds of $2,000,000. As of December 31, 2017, the Company had not sold any shares of its common stock in the Offering. Distributions On September 20, 2018, the Company’s board of directors authorized, and the Company declared, distributions for the period from September 21, 2018 to November 14, 2018 in an amount equal to $0.004357260 per day per share of Class A common stock, Class I common stock and Class T common stock, less, for holders of the shares of Class T common stock, the distribution fees that are payable with respect to shares of Class T common stock. The distributions are payable by the 5th business day following each month end to stockholders of record at the close of business each day during the prior month. The amount of distributions payable to the Company’s stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, the Company’s financial condition, capital expenditure requirements, requirements of Maryland law and annual distribution requirements needed to qualify and maintain its status as a REIT. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and, therefore, distribution payments are not assured. To ensure that the Company has sufficient funds to cover cash distributions authorized and declared during the Offering, the Company and CFI entered into a distribution support agreement. The terms of the agreement provide that in the event that cash distributions exceed the Company’s defined modified funds from operations (“MFFO”), a supplemental measure to reflect the operating performance of a non-traded REIT, for any calendar quarter through May 2, 2020, CFI shall purchase Class I shares from the Company in an amount equal to the distribution shortfall, up to $5 million (less the amount from any shares purchased by CFI in order to satisfy the Minimum Offering Requirement). As of September 30, 2018 and December 31, 2017, the Company has declared distributions of $3,842 and $0, respectively, of which $3,842 and $0, respectively, was payable and has been recorded as distributions payable on the accompanying consolidated balance sheets. All of the unpaid distributions as of September 30, 2018 were paid during October 2018. As of September 30, 2018, no distributions have been reinvested pursuant to the Company’s DRP. Redemptions After stockholders have held their shares for at least one year, stockholders may be able to have their shares repurchased by the Company pursuant to the share repurchase program. The Company will repurchase shares at a price equal to, or at a discount from, NAV per share of the share class being repurchased subject to certain holding period requirements which effect the repurchase price as a percentage of NAV. The share repurchase program includes numerous restrictions that limit stockholders’ ability to have their shares repurchased. Unless the Company’s board of directors determines otherwise, the funds available for repurchases in each quarter will be limited to the funds received from the DRP in the prior quarter. The board of directors has complete discretion to determine whether all of such funds from the prior quarter’s DRP will be applied to repurchases in the following quarter, whether such funds are needed for other purposes or whether additional funds from other sources may be used for repurchases. Further, during any calendar year, the Company may repurchase no more than 5% of the weighted-average number of shares outstanding during the prior calendar year. The Company also has no obligation to repurchase shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. The Company may amend, suspend or terminate the share repurchase program for any reason upon 10 business days’ notice. The Company has not received any requests to repurchase any shares of its common stock as Non-controlling Interest The Special Unit Holder has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units as part of the overall consideration for the services to be provided by the Advisor. This investment has been recorded as non-controlling interest on the consolidated balance sheets as of September 30, 2018 and December 31, 2017, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions Delshah Loan Participation Agreement On September 21, 2018, in connection with the origination of the Delshah Loan, the Lender entered into the Delshah Loan Participation Agreement with CFI. The Company, through the Lender, originated the Delshah Loan with (i) cash from the Offering in the amount of $900,000, equivalent to a 5% participation interest in the Delshah Loan, and (ii) proceeds from the sale to CFI of a 95% participation interest in the Delshah Loan in the amount of $17,100,000. Fees and Expenses Pursuant to the Advisory Agreement (as defined below) between the Company and the Advisor, and subject to certain restrictions and limitations, the Advisor is responsible for managing the Company's affairs on a day-to-day basis and for identifying, originating, acquiring and managing investments on behalf of the Company. For providing such services, the Advisor receives fees and reimbursements from the Company. The following summarizes these fees and reimbursements. Organization and Offering Expenses. The Company will reimburse the Advisor and its affiliates for organization and offering costs it incurs on the Company’s behalf but only to the extent that the reimbursement will not cause the selling commissions, the dealer manager fee and the other organization and offering expenses to be borne by the Company to exceed 15% of gross offering proceeds of the Offering as of the date of the reimbursement. If the Company raises the maximum offering amount in the Primary Offering and under the DRP, the Company estimates organization and offering expenses (other than upfront selling commissions, dealer manager fees and distribution fees), in the aggregate, to be 1% of gross offering proceeds of the Offering. These organization and offering costs include all costs (other than upfront selling commissions, dealer manager fees and distribution fees) to be paid by the Company in connection with the initial set up of the organization of the Company as well as the Offering, including legal, accounting, printing, mailing and filing fees, charges of the transfer agent, charges of the Advisor for administrative services related to the issuance of shares in the Offering, reimbursement of bona fide due diligence expenses of broker-dealers, and reimbursement of the Advisor for costs in connection with preparing supplemental sales materials. The Advisor has agreed to pay for all O&O Costs on the Company’s behalf (other than selling commissions, dealer manager fees and distribution fees) through the Escrow Break Anniversary. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the O&O Costs, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company will be obligated to reimburse the Advisor subject to the 1% Cap. The Company will begin reimbursing the Advisor for such costs ratably over the 36 months following the Escrow Break Anniversary; provided that the Company will not be obligated to reimburse any amounts that as a result of such payment would cause the aggregate payments for O&O Costs to be paid to the Advisor to exceed the 1% Cap as of such reimbursement date. As of September 30, 2018 and December 31, 2017, the Advisor had incurred $4,357,350 and $2,874,210, respectively, of O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees) on behalf of the Company. The Company’s obligation is limited to 1% of gross offering proceeds of the Offering, which at September 30, 2018 and December 31, 2017 is $20,000 and $0, respectively, and is included within Due to related party in the accompanying consolidated balance sheets. As of September 30, 2018 and December 31, 2017, organizational costs of $222 and $0 were expensed and offering costs of $19,778 and $0 were charged to stockholder’s equity. The Company’s reimbursement liability for these amounts will be paid ratably over 36-months beginning on the Escrow Break Anniversary. Acquisition Expenses. The Company does not intend to pay the Advisor any acquisition fees in connection with making investments. The Company will, however, provide reimbursement of customary acquisition expenses (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses (including fees of in-house counsel of affiliates and other affiliated service providers that provide resources to the Company), costs of due diligence (including, as necessary, updated appraisals, surveys and environmental site assessments), travel and communication expenses, accounting fees and expenses and other closing costs and miscellaneous expenses relating to the acquisition or origination of the Company’s investments. While most of the acquisition expenses are expected to be paid to third parties, a portion of the out-of-pocket acquisition expenses may be paid or reimbursed to the Advisor or its affiliates. The Advisor has not incurred any reimbursable acquisition expenses on behalf of the Company as of September 30, 2018. Distribution Fees. Distribution fees are payable to the Dealer Manager, subject to the terms set forth in the dealer manager agreement between the Company and the Dealer Manager. Distributions fees are paid with respect to the Company’s Class T shares only, all or a portion of which may be re-allowed by the Dealer Manager to participating broker-dealers. The distribution fees accrue daily and are calculated on outstanding Class T shares issued in the Primary Offering in an amount equal to 1.0% per annum of (i) the gross offering price per Class T share in the Primary Offering, or (ii) if the Company is no longer offering shares in a public offering, the most recently published per share NAV of Class T shares. The distribution fee is payable monthly in arrears and is paid on a continuous basis from year to year. The Company will cease paying distribution fees with respect to each Class T share on the earliest to occur of the following: (i) a listing of shares of common stock on a national securities exchange; (ii) such Class T share is no longer outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including dealer manager fees, sales commissions, distribution fees and any other underwriting compensation to be paid with respect to all Class A shares, Class T shares and Class I shares would be in excess of 10.0% of the gross proceeds of the Primary Offering; or (iv) the end of the month in which the transfer agent, on the Company’s behalf, determines that total underwriting compensation with respect to the Class T shares held by a stockholder within his or her particular account, including dealer manager fees, sales commissions and distribution fees, would be in excess of 10.0% of the total gross offering price at the time of the investment in the Class T shares held in such account. The Company will not pay any distribution fees on shares sold pursuant to the Company’s DRP. The amount available for distributions on all Class T shares will be reduced by the amount of distribution fees payable with respect to the Class T shares issued in the Primary Offering such that all Class T shares will receive the same per share distributions. As of September 30, 2018, the Company had not sold any Class T shares in the Offering, and as such, had not incurred any distribution fees. Origination Fees. The Company will pay the Advisor up to 1.0% of the amount funded by the Company to originate commercial real estate-related loans, but only if and to the extent there is a corresponding fee paid by the borrower to the Company. During the nine months ended September 30, 2018, the Mezzanine Borrower paid the Company an origination fee of $67,500 in connection with the Delshah Loan, which the Company paid to the Advisor. Asset Management Fees. Asset management fees will be due to the Advisor and will consist of monthly fees equal to one-twelfth of 1.25% of the amount funded or allocated by the Company for investments, including expenses and any financing attributable to such investments, less any principal received on debt and security investments. In the case of investments made through joint ventures, the asset management fee will be determined based on the Company’s proportionate share of the underlying investment. During the three and nine months ended September 30, 2018, the Company incurred asset management fees of $313. The asset management fee related to the third quarter of 2018 of $313 is unpaid as of September 30, 2018, and has been included within due to related party on the consolidated balance sheet. There were no asset management fees incurred during the three and nine months ended September 30, 2017. Other Operating Expenses. The Company and the Advisor entered into an amended and restated Advisory Agreement (the “Advisory Agreement”). Effective July 1, 2018, the Advisory Agreement (i) includes limitations with regards to the incurrence of and additional limitations on reimbursements of operating expenses and (ii) clarifies the reimbursement and expense timing and procedures, including potential reimbursement of unreimbursed operating expenses. Pursuant to the terms of the Advisory Agreement between the Company and the Advisor, the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning in the fourth quarter of 2019, the Company will be subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.0% of average invested assets (as defined in the Advisory Agreement) and (ii) 25.0% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”). If the Company’s independent directors determine that all or a portion of such amounts in excess of the limitation are justified based on certain factors, the Company may reimburse amounts in excess of the limitation to the Advisor. In addition, beginning in the fourth quarter of 2019, the Company may request any operating expenses that were previously reimbursed to the Advisor in prior or future periods in excess of the limitation to be remitted back to the Company. As of September 30, 2018, the Company has accrued but not reimbursed any of the $118,636 in operating expenses pursuant to the Advisory Agreement, which represents the current operating expense reimbursement obligation to the Advisor. The Advisory Agreement provides that, subject to other limitations on the incurrence and reimbursement of operating expenses contained in the Advisory Agreement, operating expenses which have been incurred and paid by the Advisor will not become an obligation of the Company unless the Advisor has invoiced the Company for reimbursement, which will occur in a quarterly statement and accrued for in the respective period. The Advisor will not invoice the Company for any reimbursement if the impact of such would result in the Company’s incurrence of an obligation in an amount that would result in the Company’s net asset value per share for any class of shares to be less than $25.00. The Company may, however, incur and record an obligation to reimburse the Advisor, even if it would result in the Company’s net asset value per share for any class of shares for such quarter to be less than $25.00, if the Company’s board of directors determines that the reasons for the decrease of the Company’s net asset value per share below $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for operating expenses. In addition, the Advisory Agreement provides that all or a portion of the operating expenses, which have not been previously paid by the Company or invoiced by the Advisor may be in the sole discretion of the Advisor: (i) waived by the Advisor, (ii) reimbursed to the Advisor in any subsequent quarter or (iii) reimbursed to the Advisor in connection with a liquidity event or termination of the Advisory Agreement, provided that the Company has fully invested the proceeds from its initial public offering and the stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on their invested capital. Any reimbursement of operating expenses remains subject to the limitations described above and the limitations and the approval requirements relating to the 2%/25% Guidelines. For the nine months ended September 30, 2018 and for the nine months ended September 30, 2017, the Company has incurred operating expenses reimbursable to its Advisor of $118,636 and $0, respectively, consisting of $101,985 and $0, respectively, included within general and administrative expenses on the accompanying consolidated statements of operations, and $16,651 and $0, respectively, included within prepaid expenses and other assets on the accompanying consolidated balance sheets. For the three months ended September 30, 2018 and for the three months ended September 30, 2017, the Company has incurred no operating expenses reimbursable to its Advisor. Reimbursable operating expenses include personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in the Advisory Agreement, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services. The Company is not obligated to reimburse the Advisor for costs of such employees of the Advisor or its affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or disposition fees or (B) serve as executive officers of the Company. At September 30, 2018, all of these expenses remain unpaid and are included within Due to related party on the consolidated balance sheet. As of September 30, 2018, the total amount of unreimbursed operating expenses was $543,513. This includes operating expenses incurred by the Advisor on the Company’s behalf which have not been invoiced to the Company and also amounts invoiced to the Company by the Advisor but not yet reimbursed (“Unreimbursed Operating Expenses”). The amount of operating expenses incurred by the Advisor in the third quarter of 2018 which were not invoiced to the Company amounted to $424,877. Disposition Fees. For substantial assistance in connection with the sale of investments and based on the services provided, as determined by the independent directors, the Company will pay a disposition fee in an amount equal to 1.0% of the contract sales price of each commercial real estate loan or other investment sold, including mortgage-backed securities or collateralized debt obligations issued by a company's subsidiary as part of a securitization transaction; provided, however, in no event may the disposition fee paid to the Advisor or its affiliates, when added to the real estate commissions paid to unaffiliated third parties, exceed the lesser of a competitive real estate commission or an amount equal to 6.0% of the contract sales price. If the Company takes ownership of a property as a result of a workout or foreclosure of a debt investment, the Company will pay a disposition fee upon the sale of such property. The Company will not pay a disposition fee upon the maturity, prepayment, workout, modification or extension of a debt investment unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of: (i) 1.0% of the principal amount of the debt prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. As of September 30, 2018 and December 31, 2017, no disposition fees have been incurred by the Company. Selling Commissions and Dealer Manager Fees The Dealer Manager is a registered broker-dealer affiliated with CFI. The Company entered into the dealer manager agreement with the Dealer Manager and is obligated to pay various commissions and fees with respect to the Class A, Class T and Class I shares distributed in the Offering. For providing such services, the Dealer Manager receives fees. CFI is required to pay a portion of selling commissions and all of the dealer manager fees, up to a total of 4.0% of gross offering proceeds from the sale of Class A shares, Class T shares, and Class I shares, incurred in connection with the Offering. The Company will reimburse CFI for these costs (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the advisory agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on such invested capital. As of September 30, 2018, the likelihood, probability and timing of each of the possible occurrences or events listed in the preceding sentences (i) and (ii) in this paragraph are individually and collectively uncertain. Additionally, whether or not the Company will have fully invested the proceeds from the Offering and also whether the Company’s stockholders will have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on such invested capital at the time of any such occurrence or event is also uncertain. To date, CFI is not obligated to pay any Sponsor Support which will be subject to reimbursement by the Company to CFI in the event of these highly conditional circumstances. The following summarizes these fees: Selling Commissions . Selling commissions payable to the Dealer Manager consist of (i) up to 1.0% of gross offering proceeds paid by CFI for Class A shares and Class T shares and (ii) up to 5.0% and 2.0% of gross offering proceeds from the sale of Class A shares and Class T shares, respectively, in the Primary Offering. All or a portion of such selling commissions may be re-allowed to participating broker-dealers. No selling commissions are payable with respect to Class I shares. Dealer Manager Fees. Dealer manager fees payable to the Dealer Manager consist of up to 3.0% of gross offering proceeds from the sale of Class A shares and Class T shares sold in the Primary Offering and up to 1.5% of gross offering proceeds from the sale of Class I shares sold in the Primary Offering, all of which will be paid by CFI. A portion of such dealer manager fees may be re-allowed to participating broker-dealers as a marketing fee. As of September 30, 2018, no selling commissions or dealer manager fees were incurred or paid by the Company under the agreements as outlined above. The following table summarizes the above mentioned fees and expenses incurred by the Company for the nine months ended September 30, 2018: Due to related party as of Nine months ended September 30, 2018 Due to related party as of Type of Fee or Reimbursement Financial Statement Location December 31, 2017 Incurred Paid September 30, 2018 Management Fees Asset management fees Management fees $ — $ 313 $ — $ 313 Organization, Offering and Operating Expense Reimbursements Operating expenses (1) General and administrative expenses — 101,985 — 101,985 Operating expenses (1) Prepaid expenses and other assets — 16,651 — 16,651 Organization expenses (2) General and administrative expenses — 222 — 222 Offering costs (2) Additional paid-in capital — 19,778 — 19,778 Total $ — $ 138,949 $ — $ 138,949 Note: (1) As of September 30, 2018, the Advisor has incurred, on behalf of the Company, a total of $543,513 in Unreimbursed Operating Expenses, including a total of $424,877 during the quarter ended September 30, 2018 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement. (2) As of September 30, 2018, the Advisor has incurred, on behalf of the Company, a total of $20,000 of O&O Costs, pursuant to the 1% Cap. Investment by CFI CFI initially invested $200,001 in the Company through the purchase of 8,180 Class A shares at $24.45 per share. CFI may not sell any of these shares during the period it serves as our sponsor. Neither the Advisor nor CFI currently has any options or warrants to acquire additional shares of the Company. CFI has agreed to abstain from voting any shares it acquires in any vote for the election of directors or any vote regarding the approval or termination of any contract with CFI or any of its affiliates. In the event the Advisory Agreement is terminated, the shares owned by CFI would not be automatically redeemed. CFI would, however, be able to participate in the share repurchase program, subject to all of the restrictions of the share repurchase program applicable to all other common stockholders. As of September 30, 2018, CFI, the sole equity holder, has invested $2,200,001 in the Company through the purchase of 88,180 shares (8,180 Class A shares for the aggregate purchase price of $200,001 and 80,000 Class I shares for the aggregate purchase price of $2,000,000). Sponsor Support Our sponsor, CFI, is a Delaware limited liability company and an affiliate of CFLP. CFI will pay a portion of selling commissions and all of the dealer manager fees, up to a total of 4.0% of gross offering proceeds from the sale of Class A shares and Class T shares, as well as 1.5% of gross offering proceeds from the sale of Class I shares, incurred in connection with the Offering. The Company will reimburse such expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement by us or by the advisor. In each such case, the Company will only reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.5% cumulative, non-compounded annual pre-tax return on such invested capital. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2018 | |
Economic Dependency [Abstract] | |
Economic Dependency | Note 7 – Economic Dependency The Company is dependent on the Advisor and its affiliates for certain services that are essential to the Company, including the sale of the Company’s shares of capital stock, acquisition and disposition decisions and certain other responsibilities. In the event that the Advisor is unable or unwilling to provide such services, the Company would be required to find alternative service providers. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies As of September 30, 2018 and December 31, 2017, the Company was not subject to litigation nor was the Company aware of any material litigation pending against it. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 – Fair Value Measurements Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchal framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the market place, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy: Level 1 measurement — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments. Level 2 measurement — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date. Level 3 measurement — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities: Commercial mortgage loan, held for investment — The fair value is estimated by discounting the expected cash flows based on the market interest rates for similar loans to the Company’s Commercial mortgage loan, held for investment, which the Company believes to be equal to the contractual interest rate as of the measurement date. As of September 30, 2018 and December 31, 2017, the estimated fair value of the Company’s Commercial mortgage loan, held for investment was $ and $0, respectively. The Company has not elected the fair value option to account for its Commercial mortgage loan, held for investment. Other financial instruments — The Company considers the carrying values of its Cash and cash equivalents, Due from related party, Prepaid expenses and other assets, Accounts payable and accrued expenses, Distributions payable, Due to related party, and Other liabilities to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments. The following table details the principal balance, carrying value, and fair value of the Company’s financial assets and liabilities as of September 30, 2018: Fair Value Principal Balance Carrying Value Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 1,271,797 $ 1,271,797 $ 1,271,797 $ — $ — $ 1,271,797 Commercial mortgage loan, held for investment ( 1) 18,000,000 18,000,000 — — 18,000,000 18,000,000 Liabilities Loan participation sold $ 17,100,000 $ 17,100,000 $ — $ — $ 17,100,000 $ 17,100,000 Note: (1) Includes Loan participation sold related to the Delshah Loan, as the participation interest sold was not treated as a sale under U.S. GAAP. As of December 31, 2017, the Company had no liabilities, and the Company’s only asset was Cash and cash equivalents, which was valued using Level 1 inputs. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events Purchase of Additional Participation Interests in the Delshah Loan On October 10, 2018, the Company repurchased additional participation interests in the Delshah Loan from CFI in the amount of $400,000. As of November , 2018, the Company’s total interest in the Delshah Loan was 7.22%. 533 East 12 th On November 1, 2018, the Company, through RIT Lending, originated an $8,990,000 floating rate, mezzanine loan (the “East 12 th th th th th th The interest rate for the East 12 th th th th th $6,830,000 of the East 12 th th th th th th th th th On November 14, 2018, the Company purchased additional participation interests in the East 12 th th Status of the Offering As of November 13, 2018, the Company had sold an aggregate of 134,830 $3,390,275 Distributions On November 12, 2018, the Company’s board of directors authorized, and the Company declared, distributions for the period from November 15, 2018 to February 14, 2019, in an amount equal to $0.004357260 The distributions are payable by the 5 th business day following each month end to stockholders of record at the close of business each day during the prior month. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with U.S. GAAP. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet. Management believes that the estimates utilized in preparing the consolidated financial statements are reasonable. As such, actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and its consolidated subsidiaries in accordance with U.S. GAAP. The Company consolidates Variable Interest Entities (“VIE”) where it is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All intercompany balances are eliminated in consolidation. |
Variable Interest Entities | Variable Interest Entities The Company determines if an entity is a VIE in accordance with U.S. GAAP. For an entity in which the Company has acquired an interest, the entity will be considered a VIE if both of the following characteristics are not met: (i) the equity investors in the entity have the characteristics of a controlling financial interest and (ii) the equity investors’ total investment at risk is sufficient to finance the entity’s activities without additional subordinated financial support. The Company makes judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, then a quantitative analysis, if necessary. A qualitative analysis is generally based on a review of the design of the entity, including its control structure and decision-making abilities, and also its financial structure. In a quantitative analysis, the Company would incorporate various estimates, including estimated future cash flows, assumed hold periods and capitalization or discount rates. If an entity is determined to be a VIE, the Company then determines whether to consolidate the entity as the primary beneficiary. The primary beneficiary has both (i) the authority to direct the activities that most significantly impact the VIE’s economic performance and (ii) the right to receive economic benefits from the VIE that could potentially be significant to the VIE and, in the event of economic losses, the obligation to absorb the losses. The Company evaluates all of its investments in real estate-related assets to determine if they are VIEs utilizing judgments and estimates that are inherently subjective. If different judgments or estimates were used for these evaluations, it could result in differing conclusions as to whether or not an entity is a VIE and whether or not to consolidate such entity. |
Voting Interest Entities | Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company will not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. The Company will perform 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. |
Commercial Mortgage Loan, Held for Investment | Commercial Mortgage Loan, Held for Investment Commercial mortgage loans are generally intended to be held for investment and, accordingly, are carried at cost, net of unamortized loan fees, premium, discount and unfunded commitments. Commercial mortgage loans, held for investment that are deemed to be impaired are carried at amortized cost less a loan loss reserve, if deemed appropriate. Commercial mortgage loans where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value. As of September 30, 2018, the Company has originated one mezzanine loan. Mezzanine Loan The Company has originated a mezzanine loan to an entity that is a member of a commercial real estate property owner. The mezzanine loan is secured by a pledge against the borrower’s equity in the property owner and is subordinate to senior debt. The mezzanine loan is senior to any preferred equity or common equity in the property owner. In connection with the origination of the Delshah Loan, RIT Lending entered into a participation agreement (the “Delshah Loan Participation Agreement”) with CFI. RIT Lending originated the Delshah Loan with (i) cash from the Offering (as defined below) equivalent to a 5% participation interest in the Delshah Loan and (ii) proceeds from the sale to CFI of a 95% participation interest in the Delshah Loan. The Delshah Loan Participation Agreement provides that participation certificates sold to CFI represent an undivided beneficial ownership interest in the Delshah Loan. |
Loan Participation Sold | Loan Participation Sold In regard to the Delshah Loan, the Company has partially financed its Commercial mortgage loan, held for investment through the sale of participating mezzanine loan interest to CFI. To the extent that U.S. GAAP does not recognize a sale resulting from the loan participation interests sold, the Company does not derecognize the participation in the loan that it sold. Instead, the Company recognizes a loan participation sold liability in an amount equal to the principal of the loan participation sold. The Company continues to recognize interest income on the entire loan, including the interest attributable to the loan participation sold (see Note 3 for further information on the Delshah Loan). |
Revenue Recognition | Revenue Recognition Interest income is recognized when earned and accrued based on the outstanding accrual balance and any related premium, discount, origination costs and fees are amortized over the term of the loan on a straight-line basis, which approximates the effective interest method. The amortization is reflected as an adjustment to interest income in earnings. The amortization of a premium or accretion of a discount is discontinued if such loan is reclassified to held for sale. |
Credit Losses and Impairment on Investments | Credit Losses and Impairment on Investments Loans are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loan loss reserves on a periodic basis. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the loan as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a loan loss reserve is recorded with a corresponding charge to provision for loan losses. The loan loss reserve for each loan is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for a loan at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. A loan is written off when it is no longer realizable and/or legally discharged. As of September 30, 2018, no impairment has been identified. |
Risks and Uncertainties | Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions. |
Organization And Offering Costs | Organization and Offering Costs The Advisor has agreed to pay, on behalf of the Company, all organizational and offering costs (including legal, accounting, and other costs attributable to the Company’s organization and offering, but excluding upfront selling commissions, dealer manager fees and distribution fees) (“O&O Costs”) through the first anniversary of the date (the “Escrow Break Anniversary”) on which the Company satisfied the Minimum Offering Requirement. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the O&O Costs, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company will be obligated to reimburse the Advisor subject to the 1% Cap (as defined below). Following the Escrow Break Anniversary, the Company will reimburse the Advisor for payment of the O&O Costs ratably over a 36-month period; provided, however, that the Company shall not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed 1% of gross proceeds (the “1% Cap”) of the Offering (as defined in Note 4), as of such payment date. Any amounts not reimbursed in any period shall be included in determining any reimbursement liability for a subsequent period. As of September 30, 2018 and December 31, 2017, the Advisor has incurred O&O Costs on the Company’s behalf of $4,357,350 and $2,874,210, respectively. As of September 30, 2018 and December 31, 2017, the Company is obligated to reimburse the Advisor for O&O Costs in the amount of $20,000 and $0, respectively, which is included within Due to related party in the accompanying consolidated balance sheets. As of September 30, 2018 and December 31, 2017, organizational costs of $222 and $0 were expensed and offering costs of $19,778 and $0 were charged to stockholder’s equity. The Company’s reimbursement liability for these amounts will be paid ratably over 36-months beginning on the Escrow Break Anniversary. |
Due From Related Party | Due from Related Party Due from related party at September 30, 2018 and December 31, 2017 was $5,000 and $0, respectively, and is comprised of amounts owed to the Company by CFI related to the Company’s origination of the Delshah Loan. The outstanding amounts due from CFI were received by the Company during October 2018. |
Prepaid Expense and Other Assets | Prepaid Expenses and Other Assets Prepaid expenses and other assets at September 30, 2018 and December 31, 2017 was $20,651 and $0, respectively. Prepaid expenses and other assets as of September 30, 2018 consists of $16,651 of prepaid insurance and $4,000 funded by the Company at the closing of the Delshah Loan due from the Mezzanine Borrower. The outstanding amounts due from the Mezzanine Borrower were received by the Company during November 2018. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses is comprised of amounts owed by the Company for compensation to the Company’s independent board of directors relating to pro-rated annual compensation as well as attendance at a meeting of the board of directors, which at September 30, 2018 and December 31, 2017 was $22,384 and $0, respectively. |
Due To Related Party | Due to Related Party Due to related party is comprised of amounts contractually owed by the Company for various services provided to the Company from a related party, which at September 30, 2018 and December 31, 2017 was $138,949 and $0, respectively. |
Other Liabilities | Other Liabilities Other liabilities is comprised of unearned interest income received by the Company from the Mezzanine Borrower, which, at September 30, 2018 and December 31, 2017, was $2,275 and $0, respectively. |
Income Taxes | Income Taxes The Company intends to elect to be taxed as a REIT and to comply with the related provisions under the Internal Revenue Code of 1986, as amended. Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. The Company expects to have little or no taxable income prior to electing REIT status. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company may also be subject to certain state, local and franchise taxes. If the Company fails to meet these requirements, it will be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. |
Earnings Per Share | Earnings Per Share Basic net income (loss) per share of common stock is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. All classes of common stock are allocated net income (loss) at the same rate per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606).” Beginning January 1, 2018, companies are required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also includes additional disclosure requirements. The new standard can be adopted either retrospectively to prior reporting periods presented or as a cumulative effect adjustment as of the date of adoption. The Company has adopted the standard using the modified retrospective transition method. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements as of September 30, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This standard requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged. The guidance is effective beginning January 1, 2019, with early adoption permitted. The Company plans to adopt the standard on its required effective date. Management is continuing to evaluate the impact of the new guidance on the Company’s unaudited condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance will replace the “incurred loss” approach under existing guidance with an “expected loss” model for instruments measured at amortized cost, and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The guidance is effective for fiscal years beginning after December 15, 2019 and is to be adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the impact this pronouncement will have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business,” which addresses the definition of a business and provides a framework to determine if an asset or group of assets to be acquired is not a business. The standard clarifies that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements as of September 30, 2018 . |
Commercial Mortgage Loan, Hel_2
Commercial Mortgage Loan, Held for Investment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Information of Loan | The following table provides certain information about the Delshah Loan: Loan Type Loan Amount Loan Term Coupon Amortization Loan-to-Value Mezzanine Loan $ 18,000,000 10 years 9.10% subject to a potential increase in year six Interest only 83% |
Schedule of Concentration of Credit Risk | The following table presents the geography and property type of collateral underlying the Company’s Commercial mortgage loan, held for investment as a percentage of the loan’s carrying value: Geography Collateral Property Type September 30, 2018 New York Multifamily 100% |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Fees and Expenses Incurred | The following table summarizes the above mentioned fees and expenses incurred by the Company for the nine months ended September 30, 2018: Due to related party as of Nine months ended September 30, 2018 Due to related party as of Type of Fee or Reimbursement Financial Statement Location December 31, 2017 Incurred Paid September 30, 2018 Management Fees Asset management fees Management fees $ — $ 313 $ — $ 313 Organization, Offering and Operating Expense Reimbursements Operating expenses (1) General and administrative expenses — 101,985 — 101,985 Operating expenses (1) Prepaid expenses and other assets — 16,651 — 16,651 Organization expenses (2) General and administrative expenses — 222 — 222 Offering costs (2) Additional paid-in capital — 19,778 — 19,778 Total $ — $ 138,949 $ — $ 138,949 Note: (1) As of September 30, 2018, the Advisor has incurred, on behalf of the Company, a total of $543,513 in Unreimbursed Operating Expenses, including a total of $424,877 during the quarter ended September 30, 2018 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement. (2) As of September 30, 2018, the Advisor has incurred, on behalf of the Company, a total of $20,000 of O&O Costs, pursuant to the 1% Cap. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Principal Balance, Carrying Value, and Fair Value of Company's Financial Assets and Liabilities | The following table details the principal balance, carrying value, and fair value of the Company’s financial assets and liabilities as of September 30, 2018: Fair Value Principal Balance Carrying Value Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 1,271,797 $ 1,271,797 $ 1,271,797 $ — $ — $ 1,271,797 Commercial mortgage loan, held for investment ( 1) 18,000,000 18,000,000 — — 18,000,000 18,000,000 Liabilities Loan participation sold $ 17,100,000 $ 17,100,000 $ — $ — $ 17,100,000 $ 17,100,000 Note: (1) Includes Loan participation sold related to the Delshah Loan, as the participation interest sold was not treated as a sale under U.S. GAAP. |
Organization and Business Pur_2
Organization and Business Purpose - Additional Information (Details) | Sep. 21, 2018USD ($) | Jun. 28, 2018USD ($) | Jan. 19, 2016USD ($)shares | Sep. 30, 2018USD ($)ResidentialUnitshares | Dec. 31, 2017USD ($)shares |
Schedule Of Organization And Basis Of Presentation [Line Items] | |||||
Date of incorporation | Jan. 19, 2016 | ||||
State of incorporation | Maryland | ||||
Stock issued during period, new issues, value | $ 2,000,000 | ||||
Stock issued during period, new issues, shares | shares | 80,000 | 0 | |||
Investment in operating partnership by company | $ 1,000 | $ 1,000 | |||
Loans participation agreement percentage | 5.00% | ||||
Delshah Loan | |||||
Schedule Of Organization And Basis Of Presentation [Line Items] | |||||
Number of real estate properties acquired | ResidentialUnit | 28 | ||||
Loans participation agreement percentage | 5.00% | 5.00% | |||
Proceeds from contributions from affiliates | $ 900,000 | $ 900,000 | |||
Delshah Loan | Cantor Fitzgerald Investors, LLC | |||||
Schedule Of Organization And Basis Of Presentation [Line Items] | |||||
Loans participation agreement percentage | 95.00% | 95.00% | |||
Proceeds from contributions from affiliates | $ 17,100,000 | $ 17,100,000 | |||
Class A Common Stock | |||||
Schedule Of Organization And Basis Of Presentation [Line Items] | |||||
Stock issued during period, new issues, value | $ 200,001 | ||||
Stock issued during period, new issues, shares | shares | 8,180 | ||||
Class I | |||||
Schedule Of Organization And Basis Of Presentation [Line Items] | |||||
Stock issued during period, new issues, value | $ 800 | ||||
Stock issued during period, new issues, shares | shares | 80,000 | ||||
Class I | Minimum Offering Requirement | |||||
Schedule Of Organization And Basis Of Presentation [Line Items] | |||||
Stock issued during period, new issues, value | $ 2,000,000 | ||||
Cantor Fitzgerald Investors, LLC | |||||
Schedule Of Organization And Basis Of Presentation [Line Items] | |||||
Ownership percentage by the sponsor | 100.00% | ||||
Mezzanine Borrower | Delshah Loan | |||||
Schedule Of Organization And Basis Of Presentation [Line Items] | |||||
Mezzanine loan | $ 18,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Sep. 21, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies [Line Items] | ||||
Loans participation agreement percentage | 5.00% | |||
Initial O&O Costs incurred by advisor on behalf of Company | $ 4,357,350 | $ 2,874,210 | ||
Due to related party | 138,949 | 0 | ||
Prepaid expenses and other assets | 20,651 | 0 | ||
Prepaid insurance | 16,651 | |||
Accounts payable and accrued expenses | 22,384 | 0 | ||
Other Liabilities, Noncurrent | $ 2,275 | 0 | ||
Minimum percentage of taxable income annually distributed to shareholders to qualify as REIT | 90.00% | |||
Delshah Loan | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Loans participation agreement percentage | 5.00% | 5.00% | ||
Other prepaid expense | $ 4,000 | |||
CFI | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Loans participation agreement percentage | 95.00% | |||
Due from related party | $ 5,000 | 0 | ||
Advisor | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Period of reimbursement for payment of organization and offering costs | 36 months | |||
Advisor | Organization and Offering Costs Payable | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Initial O&O Costs incurred by advisor on behalf of Company | $ 4,357,350 | 2,874,210 | ||
Advisor | Initial Public Offering | Organization and Offering Costs Payable | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Due to related party | 20,000 | 0 | ||
Advisor | Initial Public Offering | Organizational Costs | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Due to related party | 222 | 0 | ||
Advisor | Initial Public Offering | Offering Costs | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Due to related party | $ 19,778 | $ 0 | ||
Advisor | Maximum | Initial Public Offering | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of organization and offering costs to gross offering proceeds | 1.00% | 1.00% |
Commercial Mortgage Loan, Hel_3
Commercial Mortgage Loan, Held for Investment - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018USD ($)ft² | Sep. 30, 2018USD ($)ft²ResidentialUnitCommercialUnit. | Sep. 21, 2018 | |
Accounts Notes And Loans Receivable [Line Items] | |||
Interest income, net | $ 2,048 | $ 2,048 | |
Interest income | 40,950 | 40,950 | |
Interest income related to loan participation sold | $ 38,902 | $ 38,902 | |
End Of Year Five | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Minimum debt yield for the interest rate modification conditions to be satisfied | 7.00% | ||
Minimum debt service coverage ratio for the interest rate modification conditions to be satisfied | 1.10 | ||
Maximum | End Of Year Five | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Outstanding principal balance for the interest rate modification conditions to be satisfied | 75.00% | 75.00% | |
Delshah Loan | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Number of residential units | ResidentialUnit | 207 | ||
Number of commercial units | CommercialUnit. | 19 | ||
Area of real estate property acquired | ft² | 167,499 | 167,499 | |
Percentage of equity interests pledged | 100.00% | ||
Loan Term | 10 years | ||
Interest income, net | $ 2,048 | $ 2,048 | |
Interest income | 40,950 | 40,950 | |
Interest income related to loan participation sold | $ 38,902 | $ 38,902 | |
Delshah Loan | Year One to Five | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Debt instrument, interest rate during period | 9.10% | ||
Delshah Loan | End Of Year Five | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Debt instrument, interest rate during period | 9.10% | ||
Debt Instrument Payment Terms | greater of (i) 9.10% or (ii) 465 basis points over the Mortgage Loan Interest Rate | ||
Debt instrument, interest rate, increase (decrease) | 4.65% | ||
Interest rate modification conditions | (a) a minimum debt yield on the combined Delshah Loan and Senior Loan amount of 7.0%; (b) a debt service coverage ratio of at least 1.10x, on the combined Delshah Loan and Senior Loan amount, based on the interest rate for the Delshah Loan to be in effect at the beginning of year six; and (c) the then outstanding principal balance of the combined Delshah Loan and Senior Loan is not greater than 75.0% of the value of the Portfolio | ||
Delshah Loan | Beginning Of Year Six | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Debt instrument, interest rate during period | 10.10% | ||
Debt Instrument Payment Terms | greater of (i) 10.10% or (ii) 565 basis points over the Mortgage Loan Interest Rate | ||
Debt instrument, interest rate, increase (decrease) | 5.65% | ||
Delshah Loan | Mezzanine Loan | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Percentage of membership interest | 100.00% | ||
Loan Term | 10 years | ||
Senior Loans | Year One to Five | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Debt instrument, interest rate during period | 4.45% | ||
Senior Loans | End Of Year Five | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Debt instrument, interest rate during period | 4.45% | ||
Debt Instrument Payment Terms | greater of 4.45% or 275 basis points over the then existing five year U.S. Treasury Note Yield | ||
Debt instrument, interest rate, increase (decrease) | 2.75% |
Commercial Mortgage Loan, Hel_4
Commercial Mortgage Loan, Held for Investment - Schedule of Information of Loan (Details) - Delshah Loan | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Accounts Notes And Loans Receivable [Line Items] | |
Loan Term | 10 years |
Mezzanine Loan | |
Accounts Notes And Loans Receivable [Line Items] | |
Loan Amount | $ 18,000,000 |
Loan Term | 10 years |
Coupon Rate Description | 9.10% subject to a potential increase in year six |
Loan-to-Value | 83.00% |
Commercial Mortgage Loan, Hel_5
Commercial Mortgage Loan, Held for Investment - Schedule of Concentration of Credit Risk (Details) - New York | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Notes And Loans Receivable [Line Items] | |
Collateral Property Type | Multifamily |
Percentage of concentration credit risk | 100.00% |
Loan Participation Sold - Addit
Loan Participation Sold - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Loans participation agreement percentage | 5.00% |
Delshah Loan | |
Defined Benefit Plan Disclosure [Line Items] | |
Loans participation agreement percentage | 5.00% |
Proceeds from contributions from affiliates | $ 900,000 |
Delshah Loan | Cantor Fitzgerald Investors, LLC | |
Defined Benefit Plan Disclosure [Line Items] | |
Loans participation agreement percentage | 95.00% |
Proceeds from contributions from affiliates | $ 17,100,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) | Jun. 28, 2018 | Nov. 30, 2017 | Jan. 19, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 20, 2018 |
Stockholders Equity [Line Items] | ||||||
Stock issued during period, new issues, value | $ 2,000,000 | |||||
Common stock, shares authorized | 410,000,000 | |||||
Offering period | 2 years | |||||
Closing date of offering | May 2, 2020 | |||||
Description of offering | The Offering is a continuous offering that will end no later than two years after the effective date of the Offering, or May 2, 2020, unless extended by the Company’s board of directors for up to an additional one year or beyond, as permitted by the SEC. | |||||
Preferred stock, shares authorized | 50,000,000 | 0 | ||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Stock issued during period, new issues, shares | 80,000 | 0 | ||||
Net proceeds from sale of common stock | $ 2,000,222 | |||||
Distributions declared | $ 3,842 | $ 0 | ||||
Distributions payable | $ 3,842 | $ 0 | ||||
Distribution reinvestment | $ 0 | |||||
Maximum percentage of weighted average number of shares outstanding available for repurchase | 5.00% | |||||
Notice period to amend, suspend or terminate share repurchase program | 10 days | |||||
Investment in Operating Partnership by subsidiary of Sponsor, Rodin Income Trust OP Holdings, LLC (the "Special Unit Holder") | $ 1,000 | $ 1,000 | ||||
CFI and Company Reimbursement Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Cumulative, non-compounded annual pre-tax return | 6.50% | |||||
Class I Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Stock issued during period, new issues, value | $ 800 | |||||
Common stock, shares authorized | 50,000,000 | 0 | ||||
Stock issued during period, new issues, shares | 80,000 | |||||
Net proceeds from sale of common stock | $ 2,000,000 | |||||
Dividends payable, amount per share per Day | $ 0.004357260 | |||||
Class A Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Stock issued during period, new issues, value | $ 200,001 | |||||
Common stock, shares authorized | 160,000,000 | 300,000 | ||||
Stock issued during period, new issues, shares | 8,180 | |||||
Dividends payable, amount per share per Day | 0.004357260 | |||||
Class T Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Common stock, shares authorized | 200,000,000 | 0 | ||||
Dividends payable, amount per share per Day | $ 0.004357260 | |||||
DRP | ||||||
Stockholders Equity [Line Items] | ||||||
Per share purchase price for shares of common stock in IPO | $ 23.61 | |||||
Primary Offering | Class I Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Per share purchase price for shares of common stock in IPO | 23.61 | |||||
Primary Offering | Class A Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Per share purchase price for shares of common stock in IPO | 24.85 | |||||
Primary Offering | Class T Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Per share purchase price for shares of common stock in IPO | $ 24.09 | |||||
Minimum Offering Requirement | Class I Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Stock issued during period, new issues, value | $ 2,000,000 | |||||
Maximum | CFI and Company Reimbursement Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | |||||
Maximum | Class A and T | CFI and Company Reimbursement Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | |||||
Maximum | Class I Common Stock | CFI and Company Reimbursement Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 1.50% | |||||
Maximum | Class I Common Stock | Sponsor and Company Distribution Support Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Purchase of shares by CFI | $ 5,000,000 | |||||
Maximum | DRP | ||||||
Stockholders Equity [Line Items] | ||||||
Stock issued during period, new issues, value | $ 250,000,000 | $ 250,000,000 | ||||
Maximum | Offering | ||||||
Stockholders Equity [Line Items] | ||||||
Stock issued during period, new issues, value | 1,250,000,000 | |||||
Maximum | Primary Offering | ||||||
Stockholders Equity [Line Items] | ||||||
Stock issued during period, new issues, value | $ 1,000,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Sep. 21, 2018 | Nov. 30, 2017 | Jan. 19, 2016 | Dec. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | ||
Related Party Transaction [Line Items] | |||||||||||
Loans participation agreement percentage | 5.00% | ||||||||||
Organization and offering costs incurred by advisor on behalf of Company | $ 4,357,350 | $ 2,874,210 | |||||||||
Due to related party | $ 138,949 | 138,949 | $ 0 | ||||||||
Related Party Transaction Expenses From Transactions With Related Party | $ 138,949 | ||||||||||
Disposition fee as percentage of contract sales price | 1.00% | 1.00% | |||||||||
Disposition fee threshold as percentage of contract sales price | 6.00% | ||||||||||
Sponsor support payment received related to dealer manager fees | $ 0 | ||||||||||
Stock issued during period, new issues, value | $ 2,000,000 | ||||||||||
Stock issued during period, new issues, shares | 80,000 | 0 | |||||||||
Prepaid Expenses and Other Current Assets | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | [1] | $ 16,651 | $ 16,651 | ||||||||
Related Party Transaction Expenses From Transactions With Related Party | 16,651 | [1] | $ 0 | ||||||||
Operating Expense | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | [1] | 101,985 | 101,985 | ||||||||
Related Party Transaction Expenses From Transactions With Related Party | 101,985 | [1] | 0 | ||||||||
General and Administrative Expense | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction Expenses From Transactions With Related Party | 101,985 | 0 | |||||||||
Unreimbursed Operating Expense | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | 543,513 | 543,513 | |||||||||
Current portion, due to related parties | 424,877 | 424,877 | |||||||||
Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period, new issues, value | $ 200,001 | ||||||||||
Stock issued during period, new issues, shares | 8,180 | ||||||||||
Class I | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period, new issues, value | $ 800 | ||||||||||
Stock issued during period, new issues, shares | 80,000 | ||||||||||
Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Disposition fee as percentage of principal amount of debt | 1.00% | ||||||||||
Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction Expenses From Transactions With Related Party | $ 118,636 | 0 | |||||||||
Advisor | Scenario, Forecast | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cumulative, non-compounded annual pre-tax return | 6.50% | ||||||||||
Advisor | Maximum | Scenario, Forecast | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of average invested assets | 2.00% | ||||||||||
Percentage of net income | 25.00% | ||||||||||
Advisor | Maximum | Operating Expense | Scenario, Forecast | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Net asset value per share, reimbursement limitation | $ 25 | ||||||||||
Dealer Manager | Class T Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual distribution fee percentage | 1.00% | ||||||||||
Dealer Manager | Maximum | Class T Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of underwriting compensation - gross proceeds of IPO | 10.00% | ||||||||||
Percentage of underwriting compensation - total gross investment | 10.00% | ||||||||||
Dealer Manager | Maximum | Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of underwriting compensation - gross proceeds of IPO | 10.00% | ||||||||||
Dealer Manager | Maximum | Class I | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of underwriting compensation - gross proceeds of IPO | 10.00% | ||||||||||
Cantor Fitzgerald Investors, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loans participation agreement percentage | 95.00% | ||||||||||
Stock issued during period, new issues, value | $ 2,200,001 | ||||||||||
Stock issued during period, new issues, shares | 88,180 | ||||||||||
Cantor Fitzgerald Investors, LLC | Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period, new issues, value | $ 200,001 | $ 200,001 | |||||||||
Stock issued during period, new issues, shares | 8,180 | 8,180 | |||||||||
Per share purchase price for shares of common stock in IPO | $ 24.45 | ||||||||||
Cantor Fitzgerald Investors, LLC | Class I | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period, new issues, value | $ 2,000,000 | ||||||||||
Stock issued during period, new issues, shares | 80,000 | ||||||||||
Initial Public Offering | Class T Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Per share purchase price for shares of common stock in IPO | $ 24.09 | $ 24.09 | |||||||||
Initial Public Offering | Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Per share purchase price for shares of common stock in IPO | 24.85 | 24.85 | |||||||||
Initial Public Offering | Class I | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Per share purchase price for shares of common stock in IPO | $ 23.61 | $ 23.61 | |||||||||
Initial Public Offering | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period, new issues, value | $ 1,000,000,000 | ||||||||||
Initial Public Offering | Advisor And Dealer Manager | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of organization and offering costs to gross offering proceeds of offering | 15.00% | ||||||||||
Initial Public Offering | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Estimated percentage of organization and offering expense of gross offering proceeds | 1.00% | ||||||||||
Percentage of additional cost obligation reimbursement | 100.00% | ||||||||||
Cost reimbursement period | 36 months | ||||||||||
Initial Public Offering | Advisor | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of organization and offering costs to gross offering proceeds | 1.00% | 1.00% | |||||||||
Delshah Loan | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loans participation agreement percentage | 5.00% | 5.00% | |||||||||
Proceeds from contributions from affiliates | $ 900,000 | $ 900,000 | |||||||||
Cantor Fitzgerald Investors, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cumulative, non-compounded annual pre-tax return | 6.50% | 6.50% | |||||||||
Cantor Fitzgerald Investors, LLC | Maximum | Class T Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 1.50% | ||||||||||
Cantor Fitzgerald Investors, LLC | Maximum | Class A and T | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | ||||||||||
Cantor Fitzgerald Investors, LLC | Delshah Loan | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loans participation agreement percentage | 95.00% | 95.00% | |||||||||
Proceeds from contributions from affiliates | $ 17,100,000 | $ 17,100,000 | |||||||||
Organization and Offering Costs Payable | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Organization and offering costs incurred by advisor on behalf of Company | 4,357,350 | $ 2,874,210 | |||||||||
Organization and Offering Costs Payable | Initial Public Offering | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | $ 20,000 | 20,000 | 0 | ||||||||
Organizational Costs | Initial Public Offering | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | 222 | 222 | 0 | ||||||||
Offering Costs | Initial Public Offering | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | 19,778 | $ 19,778 | $ 0 | ||||||||
Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Commercial real estate related loans, origination fee percentage | 1.00% | ||||||||||
Advisor | Delshah Loan | Mezzanine Borrower | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Origination fees paid by Mezzanine borrower | $ 67,500 | ||||||||||
Asset Management Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | 313 | $ 313 | |||||||||
Asset management fee, amount paid monthly one-twelfth | 1.25% | ||||||||||
Related Party Transaction Expenses From Transactions With Related Party | $ 313 | $ 0 | $ 313 | $ 0 | |||||||
CFI and Company Reimbursement Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cumulative, non-compounded annual pre-tax return | 6.50% | 6.50% | |||||||||
CFI and Company Reimbursement Agreement | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | ||||||||||
CFI and Company Reimbursement Agreement | Maximum | Class A and T | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 4.00% | ||||||||||
CFI and Company Reimbursement Agreement | Maximum | Class I | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of selling commissions and all of dealer manager fees on gross offering proceeds to be paid by CFI | 1.50% | ||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Class I | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Selling commissions payable | $ 0 | ||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Initial Public Offering | Maximum | Class T Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of selling commissions on gross offering proceeds | 2.00% | ||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Initial Public Offering | Maximum | Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of selling commissions on gross offering proceeds | 5.00% | ||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Initial Public Offering | Maximum | Class A and T | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of selling commissions on gross offering proceeds | 1.00% | ||||||||||
Percentage of dealer manager fee on gross offering proceeds | 3.00% | ||||||||||
Advisor and Dealer Manager Agreement Transaction Agreement | Initial Public Offering | Maximum | Class I | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of dealer manager fee on gross offering proceeds | 1.50% | ||||||||||
[1] | As of September 30, 2018, the Advisor has incurred, on behalf of the Company, a total of $543,513 in Unreimbursed Operating Expenses, including a total of $424,877 during the quarter ended September 30, 2018 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement |
Related Party Transactions - Su
Related Party Transactions - Summary of Fees and Expenses Incurred (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | |||
Related Party Transaction [Line Items] | ||||
Fees and expenses, Due to related parties | $ 0 | |||
Related Party Transaction Expenses From Transactions With Related Party | 138,949 | |||
Fees and expenses, Due to related parties | 138,949 | |||
Prepaid Expenses and Other Current Assets | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction Expenses From Transactions With Related Party | 16,651 | [1] | $ 0 | |
Fees and expenses, Due to related parties | [1] | 16,651 | ||
Asset Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction Expenses From Transactions With Related Party | 313 | |||
Fees and expenses, Due to related parties | 313 | |||
Operating Expense | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction Expenses From Transactions With Related Party | 101,985 | [1] | $ 0 | |
Fees and expenses, Due to related parties | [1] | 101,985 | ||
Organization Expenses | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction Expenses From Transactions With Related Party | [2] | 222 | ||
Fees and expenses, Due to related parties | [2] | 222 | ||
Offering Costs | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction Expenses From Transactions With Related Party | [2] | 19,778 | ||
Fees and expenses, Due to related parties | [2] | $ 19,778 | ||
[1] | As of September 30, 2018, the Advisor has incurred, on behalf of the Company, a total of $543,513 in Unreimbursed Operating Expenses, including a total of $424,877 during the quarter ended September 30, 2018 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement | |||
[2] | As of September 30, 2018, the Advisor has incurred, on behalf of the Company, a total of $20,000 of O&O Costs, pursuant to the 1% Cap. |
Related Party Transactions - _2
Related Party Transactions - Summary of Fees and Expenses Incurred (Parenthetical) (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Due to related party | $ 138,949 | $ 0 | |
Related Party Transaction Expenses From Transactions With Related Party | 138,949 | ||
Organization and offering costs incurred by advisor on behalf of Company | 4,357,350 | $ 2,874,210 | |
Advisor | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction Expenses From Transactions With Related Party | 118,636 | $ 0 | |
Advisor | O&O Costs | |||
Related Party Transaction [Line Items] | |||
Organization and offering costs incurred by advisor on behalf of Company | $ 20,000 | ||
Advisor | O&O Costs | Maximum | |||
Related Party Transaction [Line Items] | |||
Percentage of cap on organization and offering cost | 1.00% | ||
Unreimbursed Operating Expense | |||
Related Party Transaction [Line Items] | |||
Due to related party | $ 543,513 | ||
Related Party Transaction Expenses From Transactions With Related Party | $ 424,877 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Estimated fair value of commercial mortgage loan | $ 18,000,000 | $ 0 |
Total liabilities | $ 17,267,450 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Principal Balance, Carrying Value, and Fair Value of the Company's Financial Assets and Liabilities (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Assets | |||||
Commercial mortgage loan, held for investment | $ 18,000,000 | $ 0 | |||
Assets | |||||
Cash and cash equivalents | 1,271,797 | $ 201,001 | $ 201,001 | $ 205,000 | |
Commercial mortgage loan, held for investment | [1] | 18,000,000 | |||
Liabilities | |||||
Loan participation sold | 17,100,000 | ||||
Carrying Value | |||||
Assets | |||||
Cash and cash equivalents | 1,271,797 | ||||
Commercial mortgage loan, held for investment | [1] | 18,000,000 | |||
Liabilities | |||||
Loan participation sold | 17,100,000 | ||||
Fair Value | |||||
Assets | |||||
Cash and cash equivalents | 1,271,797 | ||||
Commercial mortgage loan, held for investment | [1] | 18,000,000 | |||
Liabilities | |||||
Loan participation sold | 17,100,000 | ||||
Fair Value | Level 1 | |||||
Assets | |||||
Cash and cash equivalents | 1,271,797 | ||||
Fair Value | Level 3 | |||||
Assets | |||||
Commercial mortgage loan, held for investment | [1] | 18,000,000 | |||
Liabilities | |||||
Loan participation sold | $ 17,100,000 | ||||
[1] | Includes Loan participation sold related to the Delshah Loan, as the participation interest sold was not treated as a sale under U.S. GAAP. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Nov. 13, 2018 | Nov. 01, 2018 | Jan. 19, 2016 | Feb. 14, 2019 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Nov. 14, 2018 | Oct. 10, 2018 |
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 80,000 | 0 | |||||||
Proceeds from issuance of common stock | $ 2,000,222 | ||||||||
Dividend distributions declared | $ 3,842 | $ 0 | |||||||
Class A Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 8,180 | ||||||||
Class I Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 80,000 | ||||||||
Proceeds from issuance of common stock | $ 2,000,000 | ||||||||
Cantor Fitzgerald Investors, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 88,180 | ||||||||
Cantor Fitzgerald Investors, LLC | Class A Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 8,180 | 8,180 | |||||||
Cantor Fitzgerald Investors, LLC | Class I Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 80,000 | ||||||||
533 East 12th Street Mezzanine Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Description of payment terms of debt | The East 12th Street Loan may be prepaid in its entirety or in part in connection with sales of condominium units, subject in each case to RIT Lending’s receipt of eighteen months of minimum interest. The term of the East 12th Street Loan is three years, with two 1-year options to extend | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 134,830 | ||||||||
Proceeds from issuance of common stock | $ 3,390,275 | ||||||||
Subsequent Event | Class A Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 54,270 | ||||||||
Dividend distributions declared | $ 0.004357260 | ||||||||
Subsequent Event | Class T Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 0 | ||||||||
Dividend distributions declared | 0.004357260 | ||||||||
Subsequent Event | Class I Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period, new issues, shares | 80,560 | ||||||||
Dividend distributions declared | $ 0.004357260 | ||||||||
Subsequent Event | Delshah Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Beneficial interests acquired, purchase price | $ 400,000 | ||||||||
Ownership percentage | 7.22% | ||||||||
Subsequent Event | 533 East 12th Street Mezzanine Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Beneficial interests acquired, purchase price | $ 725,000 | ||||||||
Ownership percentage | 100.00% | 30.80% | |||||||
Percentage of membership interest | 100.00% | ||||||||
Debt instrument, term | 3 years | ||||||||
Debt instrument extended term | 1 year | ||||||||
Amount of loan funded to the company | $ 6,830,000 | ||||||||
Debt instrument held back amount | 1,660,000 | ||||||||
Amount of loan unfunded | $ 500,000 | ||||||||
Percentage of participation interest | 20.20% | ||||||||
Subsequent Event | 533 East 12th Street Mezzanine Loan | Cantor Fitzgerald Investors, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of participation interest | 79.80% | ||||||||
Subsequent Event | 533 East 12th Street Mezzanine Loan | Floating Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Contract or notional amount | $ 8,990,000 | ||||||||
Subsequent Event | 533 East 12th Street Mezzanine Loan | Floating Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 9.25% |