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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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61-1577639
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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518 Seventeenth Street, 17th Floor
Denver, CO
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80202
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Smaller reporting company
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☒
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Emerging growth company
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☒
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1A.
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Item 2.
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Item 6.
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As of
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||||||
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June 30,
2017 |
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December 31,
2016 |
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(unaudited)
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||||
ASSETS
|
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Cash and cash equivalents
|
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$
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1,854,428
|
|
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$
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1,639,961
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Restricted cash
|
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481,410
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481,410
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Prepaid expenses
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122,113
|
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259,717
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Due from affiliates
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222,620
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148,810
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Total assets
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$
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2,680,571
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$
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2,529,898
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LIABILITIES AND EQUITY
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Liabilities
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Accounts payable and accrued liabilities
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$
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186,087
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|
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$
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100,914
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Notes payable to stockholders, net
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328,072
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303,376
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Due to affiliates
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5,180
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|
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—
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Dividends payable
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43,001
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11,121
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||
Total liabilities
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562,340
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415,411
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Commitments and contingencies (Note 5)
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Equity
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Stockholders' equity:
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Preferred stock, $0.01 par value - 200,000,000 shares authorized, none issued and outstanding
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—
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—
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Class T common stock, $0.01 par value per share - 1,200,000,000 shares authorized, 7,026 and 7,000 shares issued and outstanding, respectively
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70
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70
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Class W common stock, $0.01 par value per share - 75,000,000 shares authorized, none issued and outstanding
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—
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—
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Class I common stock, $0.01 par value per share - 225,000,000 shares authorized, 250,779 and 248,349 shares issued and outstanding, respectively
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2,508
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2,483
|
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Additional paid-in capital
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2,320,415
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2,297,353
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Accumulated deficit
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(205,762
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)
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(186,419
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)
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Total stockholders' equity
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2,117,231
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2,113,487
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Noncontrolling interests
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1,000
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1,000
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Total equity
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2,118,231
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2,114,487
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Total liabilities and equity
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$
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2,680,571
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$
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2,529,898
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For the Three Months Ended
June 30, |
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For the Six Months Ended
June 30, |
||||||||||||
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2017
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2016
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2017
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2016
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||||||||
Revenues:
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||||||||
Rental revenues
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$
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—
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$
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—
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|
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$
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—
|
|
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$
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—
|
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Total revenues
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—
|
|
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—
|
|
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—
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—
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||||
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||||||||
Operating expenses:
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General and administrative expenses
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306,175
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88,763
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558,031
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88,763
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Organization expenses, related party
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201
|
|
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—
|
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273
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|
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—
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||||
Total operating expenses
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306,376
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88,763
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558,304
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88,763
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Operating loss
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(306,376
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)
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(88,763
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)
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(558,304
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)
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(88,763
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)
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Other expenses
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Interest expense and other
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33,224
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—
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66,448
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—
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Total other expenses
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33,224
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—
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66,448
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—
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Total expenses before expense support
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339,600
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88,763
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624,752
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88,763
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||||
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||||||||
Total expense support from the Advisor
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372,773
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—
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690,969
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—
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||||
Net income (expenses) after expense support
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33,173
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(88,763
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)
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66,217
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(88,763
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)
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Net income (loss)
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33,173
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(88,763
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)
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66,217
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(88,763
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)
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Net income (loss) attributable to noncontrolling interests
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—
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—
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—
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—
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Net income (loss) attributable to common stockholders
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$
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33,173
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$
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(88,763
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)
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$
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66,217
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$
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(88,763
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)
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Weighted-average shares outstanding
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257,713
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20,000
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256,725
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20,000
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||||
Net income (loss) per common share - basic and diluted
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$
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0.13
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$
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(4.44
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)
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$
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0.26
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$
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(4.44
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)
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Stockholders' Equity
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|||||||||||||||||
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Common Stock
|
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Additional
Paid-In Capital |
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Accumulated
Deficit |
|
Noncontrolling
Interests |
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Total
Equity |
|||||||||||||
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Shares
|
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Amount
|
|
||||||||||||||||||
Balance as of December 31, 2016
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255,349
|
|
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$
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2,553
|
|
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$
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2,297,353
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$
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(186,419
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)
|
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$
|
1,000
|
|
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$
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2,114,487
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Net income
|
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—
|
|
|
—
|
|
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—
|
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66,217
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—
|
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66,217
|
|
|||||
Issuance of common stock
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|
2,456
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25
|
|
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23,062
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|
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—
|
|
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—
|
|
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23,087
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|
|||||
Dividends to stockholders
|
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—
|
|
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—
|
|
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—
|
|
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(85,560
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)
|
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—
|
|
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(85,560
|
)
|
|||||
Balance as of June 30, 2017
|
|
257,805
|
|
|
$
|
2,578
|
|
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$
|
2,320,415
|
|
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$
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(205,762
|
)
|
|
$
|
1,000
|
|
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$
|
2,118,231
|
|
|
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For the Six Months Ended
June 30, |
||||||
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2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
66,217
|
|
|
$
|
(88,763
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Amortization of financing costs
|
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24,696
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Prepaid expenses
|
|
137,604
|
|
|
—
|
|
||
Accounts payable and accrued liabilities
|
|
85,173
|
|
|
88,763
|
|
||
Due from / to affiliates, net
|
|
(68,630
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
|
245,060
|
|
|
—
|
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Distributions paid to common stockholders
|
|
(30,593
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(30,593
|
)
|
|
—
|
|
||
|
|
|
|
|
||||
Net increase in cash and cash equivalents
|
|
214,467
|
|
|
—
|
|
||
Cash and cash equivalents, at beginning of period
|
|
1,639,961
|
|
|
201,000
|
|
||
Cash and cash equivalents, at end of period
|
|
$
|
1,854,428
|
|
|
$
|
201,000
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
Dividends payable
|
|
$
|
43,001
|
|
|
$
|
—
|
|
Distributions reinvested in common stock
|
|
13,644
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Notes to
|
|
|
||||||||||
|
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Class T
|
|
Class W
|
|
Class I
|
|
Stockholders (1)
|
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
DRIP (2)
|
|
—
|
|
|
—
|
|
|
13,644
|
|
|
—
|
|
|
13,644
|
|
|||||
Private offering
|
|
62,300
|
|
|
—
|
|
|
62,300
|
|
|
375,400
|
|
|
500,000
|
|
|||||
Total offering
|
|
$
|
62,300
|
|
|
$
|
—
|
|
|
$
|
2,075,944
|
|
|
$
|
375,400
|
|
|
$
|
2,513,644
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
—
|
|
|
—
|
|
|
221,349
|
|
|
—
|
|
|
221,349
|
|
|||||
DRIP
|
|
—
|
|
|
—
|
|
|
1,510
|
|
|
—
|
|
|
1,510
|
|
|||||
Private offering
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
14,000
|
|
|||||
Stock dividends
|
|
26
|
|
|
—
|
|
|
920
|
|
|
—
|
|
|
946
|
|
|||||
Total offering
|
|
7,026
|
|
|
—
|
|
|
230,779
|
|
|
—
|
|
|
237,805
|
|
|
(1)
|
Amount relates to notes payable issued to investors in the private offering.
|
(2)
|
Subscriptions from Ohio residents will not be released from escrow until subscriptions for shares totaling at least
$7,000,000
have been received from all sources, subscriptions from Pennsylvania residents will not be released from escrow until subscriptions for shares totaling at least
$75,000,000
have been received from all sources, and subscriptions from Washington residents will not be released from escrow until subscriptions for shares totaling at least
$10,000,000
have been received from all sources.
|
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Total
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
(1)
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||||||||
Balance as of December 31, 2016
|
|
7,000
|
|
|
$
|
70
|
|
|
—
|
|
|
$
|
—
|
|
|
248,349
|
|
|
$
|
2,483
|
|
|
255,349
|
|
|
$
|
2,553
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
DRIP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,510
|
|
|
15
|
|
|
1,510
|
|
|
15
|
|
||||
Stock dividends
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
920
|
|
|
10
|
|
|
946
|
|
|
10
|
|
||||
Balance as of June 30, 2017
|
|
7,026
|
|
|
$
|
70
|
|
|
—
|
|
|
$
|
—
|
|
|
250,779
|
|
|
$
|
2,508
|
|
|
257,805
|
|
|
$
|
2,578
|
|
|
(1)
|
Includes
20,000
shares of Class I common stock sold to BCI IV Advisors LLC (the “Advisor”) in November 2014.
|
|
|
|
|
Amount
|
||||||||||||||||||
|
|
Payment Date
|
|
Declared per
Common Share (1) |
|
Paid
in Cash |
|
Reinvested
in Shares |
|
Distribution
Fees (2) |
|
Gross
Distributions (3) |
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
June 30
|
|
July 2017
|
|
$
|
0.1295
|
|
|
$
|
23,162
|
|
|
$
|
10,216
|
|
|
$
|
—
|
|
|
$
|
33,378
|
|
March 31
|
|
April 2017
|
|
0.1295
|
|
|
23,076
|
|
|
10,040
|
|
|
—
|
|
|
33,116
|
|
|||||
Total
|
|
|
|
|
|
$
|
46,238
|
|
|
$
|
20,256
|
|
|
$
|
—
|
|
|
$
|
66,494
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31 (4)
|
|
January 2017
|
|
$
|
0.1295
|
|
|
$
|
7,517
|
|
|
$
|
3,604
|
|
|
$
|
—
|
|
|
$
|
11,121
|
|
|
(1)
|
Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share, per Class W share, and per Class I share of common stock. The quarterly distributions on Class T shares and Class W shares of common stock were reduced by the respective distribution fees that were payable with respect to such Class T shares and Class W shares (as calculated on a daily basis).
|
(2)
|
Distribution fees are paid monthly to the Dealer Manager with respect to Class T shares and Class W shares issued in the primary portion of the Initial Public Offering only. Refer to “Note 4” for further detail regarding distribution fees. Since no Class T shares nor Class W shares had been issued in connection with the Initial Public Offering as of June 30, 2017,
no
distribution fees had been incurred as of
June 30, 2017
.
|
(3)
|
Gross distributions are total distributions before the deduction of distribution fees relating to Class T shares and Class W shares.
|
(4)
|
Cash distributions were authorized to all common stockholders of record as of the close of business on each day commencing on the date that the minimum offering requirements were met in connection with the Initial Public Offering and ending on the last day of the quarter in which the minimum offering requirements were met (the “Initial Quarter”). The Company met the minimum offering requirements in connection with the Initial Public Offering on November 30, 2016. Accordingly, the Initial Quarter commenced on that date and ended on
December 31, 2016
.
|
Quarter
Ended
|
|
Issuance Date
|
|
Shares
|
|
Amount
|
|||
June 30, 2017
|
|
July 2017
|
|
964
|
|
|
$
|
9,623
|
|
March 31, 2017
|
|
April 2017
|
|
946
|
|
|
9,443
|
|
|
Total
|
|
|
|
1,910
|
|
|
$
|
19,066
|
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Fees deferred
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other expenses supported
|
|
372,773
|
|
|
—
|
|
|
690,969
|
|
|
—
|
|
||||
Total expense support from Advisor (1)
|
|
$
|
372,773
|
|
|
$
|
—
|
|
|
$
|
690,969
|
|
|
$
|
—
|
|
|
(1)
|
As of
June 30, 2017
,
$221,755
of expense support was payable to the Company by the Advisor.
|
|
|
|
|
|
|
|
|
Notes to
|
|
|
||||||||||
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Stockholders (1)
|
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
DRIP (2)
|
|
—
|
|
|
—
|
|
|
27,506
|
|
|
—
|
|
|
27,506
|
|
|||||
Private offering
|
|
62,300
|
|
|
—
|
|
|
62,300
|
|
|
375,400
|
|
|
500,000
|
|
|||||
Total offering
|
|
$
|
62,300
|
|
|
$
|
—
|
|
|
$
|
2,089,806
|
|
|
$
|
375,400
|
|
|
$
|
2,527,506
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
—
|
|
|
—
|
|
|
221,349
|
|
|
—
|
|
|
221,349
|
|
|||||
DRIP
|
|
—
|
|
|
—
|
|
|
2,897
|
|
|
—
|
|
|
2,897
|
|
|||||
Private offering
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
14,000
|
|
|||||
Stock dividends
|
|
52
|
|
|
—
|
|
|
1,858
|
|
|
—
|
|
|
1,910
|
|
|||||
Total offering
|
|
7,052
|
|
|
—
|
|
|
233,104
|
|
|
—
|
|
|
240,156
|
|
|
(1)
|
Amount relates to notes payable issued to investors in the private offering.
|
(2)
|
Subscriptions from Ohio residents will not be released from escrow until subscriptions for shares totaling at least
$7,000,000
have been received from all sources, subscriptions from Pennsylvania residents will not be released from escrow until subscriptions for shares totaling at least
$75,000,000
have been received from all sources, and subscriptions from Washington residents will not be released from escrow until subscriptions for shares totaling at least
$10,000,000
have been received from all sources.
|
•
|
Our ability to raise capital and effectively deploy the proceeds raised in the Initial Public Offering in accordance with our investment strategy and objectives;
|
•
|
The failure of properties to perform as we expect;
|
•
|
Risks associated with acquisitions, dispositions and development of properties;
|
•
|
Our failure to successfully integrate acquired properties and operations;
|
•
|
Unexpected delays or increased costs associated with any development projects;
|
•
|
The availability of cash flows from operating activities for distributions and capital expenditures;
|
•
|
Defaults on or non-renewal of leases by customers, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms;
|
•
|
Difficulties in economic conditions generally and the real estate, debt, and securities markets specifically;
|
•
|
Legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”);
|
•
|
Our failure to obtain, renew, or extend necessary financing or access the debt or equity markets;
|
•
|
Conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and their affiliates;
|
•
|
Risks associated with using debt to fund our business activities, including re-financing and interest rate risks;
|
•
|
Increases in interest rates, operating costs, or greater than expected capital expenditures;
|
•
|
Changes to GAAP; and
|
•
|
Our ability to continue to qualify as a REIT.
|
•
|
Preserving and protecting our stockholders’ capital contributions;
|
•
|
Providing current income to our stockholders in the form of regular cash distributions; and
|
•
|
Realizing capital appreciation upon the potential sale of our assets or other liquidity events.
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
||||||||||
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
|
From Inception
|
||||||||||||||
|
|
|
|
(August 28, 2014) to
|
||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
June 30, 2017
|
||||||||||
GAAP net income (loss) applicable to common stockholders
|
|
$
|
33,173
|
|
|
$
|
(88,763
|
)
|
|
$
|
66,217
|
|
|
$
|
(88,763
|
)
|
|
$
|
(109,081
|
)
|
GAAP net income (loss) per common share
|
|
$
|
0.13
|
|
|
$
|
(4.44
|
)
|
|
$
|
0.26
|
|
|
$
|
(4.44
|
)
|
|
$
|
(1.50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of GAAP net income (loss) to NAREIT FFO:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP net income (loss) applicable to common stockholders
|
|
$
|
33,173
|
|
|
$
|
(88,763
|
)
|
|
$
|
66,217
|
|
|
$
|
(88,763
|
)
|
|
$
|
(109,081
|
)
|
NAREIT FFO applicable to common stockholders
|
|
$
|
33,173
|
|
|
$
|
(88,763
|
)
|
|
$
|
66,217
|
|
|
$
|
(88,763
|
)
|
|
$
|
(109,081
|
)
|
NAREIT FFO per common share
|
|
$
|
0.13
|
|
|
$
|
(4.44
|
)
|
|
$
|
0.26
|
|
|
$
|
(4.44
|
)
|
|
$
|
(1.50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of NAREIT FFO to Company-defined FFO:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NAREIT FFO applicable to common stockholders
|
|
$
|
33,173
|
|
|
$
|
(88,763
|
)
|
|
$
|
66,217
|
|
|
$
|
(88,763
|
)
|
|
$
|
(109,081
|
)
|
Add Company-defined adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Organization costs
|
|
201
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
40,273
|
|
|||||
Company-defined FFO applicable to common stockholders
|
|
$
|
33,374
|
|
|
$
|
(88,763
|
)
|
|
$
|
66,490
|
|
|
$
|
(88,763
|
)
|
|
$
|
(68,808
|
)
|
Company-defined FFO per common share
|
|
$
|
0.13
|
|
|
$
|
(4.44
|
)
|
|
$
|
0.26
|
|
|
$
|
(4.44
|
)
|
|
$
|
(0.95
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average shares outstanding
|
|
257,713
|
|
|
20,000
|
|
|
256,725
|
|
|
20,000
|
|
|
72,546
|
|
|
|
Source of Cash Distributions
|
|
|
||||||||||||||||||||||||||||
|
|
Provided by
|
|
Provided by
|
|
Proceeds
|
|
Proceeds from
|
|
|
||||||||||||||||||||||
|
|
Expense
|
|
Operating
|
|
from Financing
|
|
Issuance of
|
|
Gross
|
||||||||||||||||||||||
|
|
Support (1)
|
|
Activities
|
|
Activities
|
|
DRIP Shares (2)
|
|
Distributions (3)
|
||||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
June 30
|
|
$
|
23,162
|
|
|
69.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
10,216
|
|
|
30.6
|
%
|
|
$
|
33,378
|
|
March 31
|
|
23,076
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,040
|
|
|
30.3
|
|
|
33,116
|
|
|||||
Total
|
|
$
|
46,238
|
|
|
69.5
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
20,256
|
|
|
30.5
|
%
|
|
$
|
66,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31 (4)
|
|
$
|
7,517
|
|
|
67.6
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3,604
|
|
|
32.4
|
%
|
|
$
|
11,121
|
|
|
(1)
|
For the quarters ended June 30, 2017, March 31, 2017 and December 31, 2016, the Advisor provided expense support of $
372,773
, $318,196 and $149,499, respectively. See “Note 4 to the Condensed Consolidated Financial Statements” for further details.
|
(2)
|
Stockholders may elect to have cash distributions reinvested in shares of our common stock through our distribution reinvestment plan.
|
(3)
|
Gross distributions are total distributions before the deduction of distribution fees relating to Class T shares and Class W shares issued in the primary portion of the Initial Public Offering. Since no Class T shares or Class W shares have been issued in connection with the Initial Public Offering, no distribution fees have been incurred as of
June 30, 2017
.
|
(4)
|
The Initial Quarter commenced on November 30, 2016, which is the date we broke escrow, and ended on December 31, 2016.
|
|
|
|
|
|
|
|
|
Notes to
|
|
|
||||||||||
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Stockholders (1)
|
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
DRIP (2)
|
|
—
|
|
|
—
|
|
|
27,506
|
|
|
—
|
|
|
27,506
|
|
|||||
Private offering
|
|
62,300
|
|
|
—
|
|
|
62,300
|
|
|
375,400
|
|
|
500,000
|
|
|||||
Total offering
|
|
$
|
62,300
|
|
|
$
|
—
|
|
|
$
|
2,089,806
|
|
|
$
|
375,400
|
|
|
$
|
2,527,506
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
—
|
|
|
—
|
|
|
221,349
|
|
|
—
|
|
|
221,349
|
|
|||||
DRIP
|
|
—
|
|
|
—
|
|
|
2,897
|
|
|
—
|
|
|
2,897
|
|
|||||
Private offering
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
14,000
|
|
|||||
Stock dividends
|
|
52
|
|
|
—
|
|
|
1,858
|
|
|
—
|
|
|
1,910
|
|
|||||
Total offering
|
|
7,052
|
|
|
—
|
|
|
233,104
|
|
|
—
|
|
|
240,156
|
|
|
(1)
|
Amount relates to notes payable issued to investors in the private offering.
|
(2)
|
Subscriptions from Ohio residents will not be released from escrow until subscriptions for shares totaling at least
$7,000,000
have been received from all sources, subscriptions from Pennsylvania residents will not be released from escrow until subscriptions for shares totaling at least
$75,000,000
have been received from all sources, and subscriptions from Washington residents will not be released from escrow until subscriptions for shares totaling at least
$10,000,000
have been received from all sources.
|
•
|
the continuation, renewal or enforcement of our agreements with the Advisor and its affiliates, including the Amended and Restated Advisory Agreement and the Amended and Restated Dealer Manager Agreement;
|
•
|
recommendations to our board of directors with respect to developing, overseeing, implementing and coordinating our NAV procedures, or the decision to adjust the value of certain of our assets or liabilities if the Advisor is responsible for valuing them;
|
•
|
public offerings of equity by us, which may result in increased advisory fees for the Advisor;
|
•
|
competition for customers from entities sponsored or advised by affiliates of our Sponsor that own properties in the same geographic area as us; and
|
•
|
investments through a joint venture or other co‑ownership arrangements, which may result in increased fees for the Advisor.
|
•
|
Two out of every three potential development investments; provided that BTC II will have the first option to pursue all potential development investments prior to March 31, 2018, and four out of every five potential development investments thereafter and prior to March 31, 2019;
|
•
|
One out of every three potential value‑add investments; and
|
•
|
One out of every four potential core investments.
|
•
|
Overall investment objectives, strategy and criteria, including product type and style of investing (for example, core, core plus, value‑add and development);
|
•
|
The general real property sector or debt investment allocation targets of each program and any targeted geographic concentration;
|
•
|
The cash requirements of each program;
|
•
|
The strategic proximity of the investment opportunity to other assets;
|
•
|
The effect of the acquisition on diversification of investments, including by type of property, geographic area, customers, size and risk;
|
•
|
The policy of each program relating to leverage of investments;
|
•
|
The effect of the acquisition on loan maturity profile;
|
•
|
The effect on lease expiration profile;
|
•
|
Customer concentration;
|
•
|
The effect of the acquisition on ability to comply with any restrictions on investments and indebtedness contained in applicable governing documents, SEC filings, contracts or applicable law or regulation;
|
•
|
The effect of the acquisition on the applicable entity’s intention not to be subject to regulation under the Investment Company Act;
|
•
|
Cost of capital;
|
•
|
Legal considerations, such as Employee Retirement Income Security Act of 1974 (“ERISA”), and Foreign Investment in Real Property Tax Act (“FIRPTA”), that may be applicable to specific investment platforms;
|
•
|
The financial attributes of the investment;
|
•
|
Availability of financing;
|
•
|
Ability to service any debt associated with the investment;
|
•
|
Risk return profiles;
|
•
|
Anticipated future pipeline of suitable investments;
|
•
|
Expected holding period of the investment and the applicable entity’s remaining term;
|
•
|
Whether the applicable entity still is in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage;
|
•
|
Whether the applicable entity was formed for the purpose of making a particular type of investment;
|
•
|
Affiliate and/or related party considerations;
|
•
|
The anticipated cash flow of the applicable entity and the asset;
|
•
|
Tax effects of the acquisition, including on REIT or partnership qualifications;
|
•
|
The size of the investment; and
|
•
|
The amount of funds available to each program and the length of time such funds have been available for investment.
|
|
|
|
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
|
August 9, 2017
|
By:
|
|
/
S
/ D
WIGHT
L. M
ERRIMAN
III
|
|
|
|
Dwight L. Merriman III
|
|
|
|
Managing Director, Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
August 9, 2017
|
By:
|
|
/
S
/ T
HOMAS
G. M
CGONAGLE
|
|
|
|
Thomas G. McGonagle
|
|
|
|
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
3.1
|
|
Third Articles of Amendment and Restatement. Incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the SEC on June 30, 2017 (“Pre-Effective Amendment”).
|
|
|
|
3.2
|
|
Second Amended and Restated Bylaws of Black Creek Industrial REIT IV Inc. (formerly known as Industrial Logistics Realty Trust Inc.). Incorporated by reference to Exhibit 3.2 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the SEC on July 1, 2016 (“Post-Effective Amendment No. 1”).
|
|
|
|
4.1
|
|
Third Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Exhibit 4.2 to the Pre-Effective Amendment.
|
|
|
|
4.2
|
|
Class T Share Redemption Program, effective as of July 1, 2017. Incorporated by reference to Exhibit 4.3 to the Pre-Effective Amendment.
|
|
|
|
4.3
|
|
Class W and Class I Share Redemption Program, effective as of July 1, 2017. Incorporated by reference to Exhibit 4.4 to the Pre-Effective Amendment.
|
|
|
|
10.1
|
|
Second Amended and Restated Limited Partnership Agreement of BCI IV Operating Partnership LP (formerly known as ILT Operating Partnership LP), dated as of June 30, 2017 and effective as of July 1, 2017. Incorporated by reference to Exhibit 10.1 to the Pre-Effective Amendment.
|
|
|
|
10.2
|
|
Amended and Restated Management Agreement, dated as of July 1, 2016, by and between BCI IV Operating Partnership LP (formerly known as ILT Operating Partnership LP) and Black Creek Property Management Company LLC (formerly known as Dividend Capital Property Management LLC). Incorporated by reference to Exhibit 10.2 to Post-Effective Amendment No. 1.
|
|
|
|
10.3
|
|
Fourth Amended and Restated Advisory Agreement, dated as of June 30, 2017, and effective as of July 1, 2017, by and among Black Creek Industrial REIT IV Inc. (formerly known as Industrial Logistics Realty Trust Inc.), BCI IV Operating Partnership LP (formerly known as ILT Operating Partnership LP) and BCI IV Advisors LLC (formerly known as ILT Advisors LLC). Incorporated by reference to Exhibit 10.3 to the Pre-Effective Amendment.
|
|
|
|
10.4
|
|
Amended and Restated Equity Incentive Plan of Black Creek Industrial REIT IV Inc. (formerly known as Industrial Logistics Realty Trust Inc.), effective July 1, 2016. Incorporated by reference to Exhibit 10.4 to Post-Effective Amendment No. 1.
|
|
|
|
10.5
|
|
Amended and Restated Escrow Agreement dated as of July 1, 2016, by and among Black Creek Capital Markets, LLC (formerly known as Dividend Capital Securities LLC), Black Creek Industrial REIT IV Inc. (formerly known as Industrial Logistics Realty Trust Inc.) and UMB Bank., N.A. Incorporated by reference to Exhibit 10.5 to Post-Effective Amendment No. 1.
|
|
|
|
10.6
|
|
Form of Indemnification Agreement entered into between Black Creek Industrial REIT IV Inc. (formerly known as Industrial Logistics Realty Trust Inc.) and each of Evan H. Zucker, Dwight L. Merriman III, Thomas G. McGonagle, Joshua J. Widoff, Marshall M. Burton, Charles B. Duke, Stanley A. Moore and John S. Hagestad as of February 9, 2016 and Rajat Dhanda as of May 17, 2017. Incorporated by reference to Exhibit 10.6 to Post-Effective Amendment No. 1.
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10.7
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Amended and Restated Expense Support Agreement, dated June 30, 2017, and effective as of July 1, 2017, by and among Black Creek Industrial REIT IV Inc. (formerly known as Industrial Logistics Realty Trust Inc.), BCI IV Operating Partnership LP (formerly known as ILT Operating Partnership LP) and BCI IV Advisors LLC (formerly known as ILT Advisors LLC). Incorporated by reference to Exhibit 10.7 to the Pre-Effective Amendment.
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31.1*
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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EXHIBIT
NUMBER
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DESCRIPTION
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101
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The following materials from Black Creek Industrial REIT IV Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on August 9, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Black Creek Industrial REIT IV Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Intentionally omitted;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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August 9, 2017
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/s/ DWIGHT L. MERRIMAN III
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Dwight L. Merriman III
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Managing Director, Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Black Creek Industrial REIT IV Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Intentionally omitted;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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August 9, 2017
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/s/ THOMAS G. MCGONAGLE
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Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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August 9, 2017
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/s/ DWIGHT L. MERRIMAN III
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Dwight L. Merriman III
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Managing Director, Chief Executive Officer
(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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August 9, 2017
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/s/ THOMAS G. MCGONAGLE
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Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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