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☒
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ANNUAL 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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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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Our ability to raise capital and effectively deploy the proceeds raised in our initial public offering in accordance with our investment strategy and objectives;
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•
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The failure of properties to perform as we expect;
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•
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Risks associated with acquisitions, dispositions and development of properties;
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•
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Our failure to successfully integrate acquired properties and operations;
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•
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Unexpected delays or increased costs associated with any development projects;
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•
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The availability of cash flows from operating activities for distributions and capital expenditures;
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•
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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;
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Difficulties in economic conditions generally and the real estate, debt, and securities markets specifically;
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•
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Legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”);
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•
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Our failure to obtain, renew, or extend necessary financing or access the debt or equity markets;
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•
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Conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and their affiliates;
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•
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Risks associated with using debt to fund our business activities, including re-financing and interest rate risks;
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•
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Increases in interest rates, operating costs, or greater than expected capital expenditures;
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•
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Changes to U.S. generally accepted accounting principles (“GAAP”); and
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•
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Our ability to continue to qualify as a REIT.
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•
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Preserving and protecting our stockholders’ capital contributions
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•
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Providing current income to our stockholders in the form of regular cash distributions
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•
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Realizing capital appreciation upon the potential sale of our assets or other liquidity event
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•
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redemption rights of qualifying parties;
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•
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a requirement that we may not be removed as the general partner of the operating partnership without our consent;
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•
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transfer restrictions on our Operating Partnership units (“OP Units”);
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•
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our ability, as general partner, in some cases, to amend the partnership agreement without the consent of the limited partners; and
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•
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the right of the limited partners to consent to transfers of the general partnership interest and mergers under specified circumstances.
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•
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A merger, tender offer or proxy contest;
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•
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The assumption of control by a holder of a large block of our securities; and/or
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•
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The removal of incumbent management.
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•
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Economic downturn and turmoil in the financial markets may preclude us from leasing our properties or increase the vacancy level of our assets;
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•
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Periods of increased interest rates could result in, among other things, an increase in defaults by customers, a decline in our property values, and make it more difficult for us to dispose of our properties at an attractive price;
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•
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Rising vacancy rates for commercial property, particularly in large metropolitan areas;
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•
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Our inability to attract and maintain quality customers;
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Default or breaches by our customers of their contractual obligations;
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•
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Increases in our operating costs, including the need for capital improvements;
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Increases in the taxes levied on our business;
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Regulatory changes affecting the real estate industry, including zoning rules; and
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Susceptibility of certain areas to natural disasters.
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•
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Long periods of time may elapse between the commencement and the completion of our projects;
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•
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Construction and development costs may exceed original estimates;
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•
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The developer/builder may be unable to index costs or receivables to inflation indices prevailing in the industry;
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•
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The level of interest of potential customers for a recently launched development may be low;
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•
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There could be delays in obtaining necessary permits;
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The supply and availability of construction materials and equipment may decrease and the price of construction materials and equipment may increase;
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Construction and sales may not be completed on time, resulting in a cost increase;
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It may be difficult to acquire land for new developments or properties;
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•
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Labor may be in limited availability;
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•
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Changes in tax, real estate and zoning laws may be unfavorable to us; and
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•
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Unforeseen environmental or other site conditions.
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•
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The possibility that our venture partner, co-tenant or partner in an investment might become bankrupt or otherwise be unable to meet its capital contribution obligations;
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That such venture partner, co-tenant or partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals;
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That such venture partner, co-tenant or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; or
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That actions by such venture partner could adversely affect our reputation, negatively impacting our ability to conduct business.
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the continuation, renewal or enforcement of our agreements with the Advisor and its affiliates, including the Advisory Agreement and the agreement with the Dealer Manager;
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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;
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public offerings of equity by us, which may result in increased advisory fees for the Advisor;
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competition for customers from entities sponsored or advised by affiliates of our Sponsor that own properties in the same geographic area as us; and
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investments through a joint venture or other co‑ownership arrangements, which may result in increased fees for the Advisor.
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BTC II will have the first option to pursue all potential development investments prior to March 31, 2018, and thereafter one out of every three potential development investments.
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Overall investment objectives, strategy and criteria, including product type and style of investing (for example, core, core plus, value-add and opportunistic);
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The general real property sector or debt investment allocation targets of each program and any targeted geographic concentration;
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•
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The cash requirements of each program;
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The strategic proximity of the investment opportunity to other assets;
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•
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The effect of the acquisition on diversification of investments, including by type of property, geographic area, customers, size and risk;
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The policy of each program relating to leverage of investments;
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The effect of the acquisition on loan maturity profile;
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The effect on lease expiration profile;
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Customer concentration;
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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;
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The effect of the acquisition on the applicable entity’s intention not to be subject to regulation under the Investment Company Act;
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Legal considerations, such as Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Foreign Investment in Real Property Tax Act (“FIRPTA”), that may be applicable to specific investment platforms;
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The financial attributes of the investment opportunity;
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Availability of financing;
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Cost of capital;
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Ability to service any debt associated with the investment opportunity;
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Risk return profiles;
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Targeted distribution rates;
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Anticipated future pipeline of suitable investments;
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Expected holding period of the investment opportunity and the applicable entity’s remaining term;
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Whether the applicable entity still is in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage;
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Whether the applicable entity was formed for the purpose of making a particular type of investment;
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Affiliate and/or related party considerations;
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The anticipated cash flow of the applicable entity and the asset;
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•
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Tax effects of the acquisition, including on REIT or partnership qualifications;
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•
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The size of the investment opportunity; and
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•
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The amount of funds available to each program and the length of time such funds have been available for investment.
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•
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Part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as unrelated business taxable income if shares of our common stock are predominately held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT share ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income;
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Part of the income and gain recognized by a tax-exempt investor with respect to our common stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the common stock; and
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Part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under Sections 501(c)(7), (9), (17), or (20) of the Code may be treated as unrelated business taxable income.
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•
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Limitations on the capital structure of the entity;
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•
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Restrictions on certain investments;
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•
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Prohibitions on transactions with affiliated entities; and
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•
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Public reporting disclosures, record keeping, voting procedures, proxy disclosure and similar corporate governance rules and regulations.
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Source of Cash Distributions
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Declared per
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Provided by
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Provided by
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Proceeds
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Common
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Expense
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Operating
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from Financing
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Proceeds from
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Gross
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Share (1)
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Support (2)
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Activities
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Activities
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DRIP (3)
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Distributions (4)
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2017
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December 31
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$
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0.13625
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$
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57,868
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57.0
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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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$
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43,601
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43.0
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%
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$
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101,469
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September 30
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0.13625
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24,459
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69.0
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—
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—
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—
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—
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10,986
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31.0
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35,445
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June 30
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0.12950
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23,162
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69.4
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—
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—
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—
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—
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10,216
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30.6
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33,378
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March 31
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0.12950
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23,076
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69.7
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—
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—
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—
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—
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10,040
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30.3
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33,116
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Total
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$
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128,565
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63.2
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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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74,843
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36.8
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%
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$
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203,408
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|||
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2016
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December 31 (5)
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$
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0.12950
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$
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7,517
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67.6
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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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%
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3,604
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32.4
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%
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$
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11,121
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(1)
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Amounts reflect the 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. As discussed above, commencing with the third quarter of 2017, distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The 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.
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(2)
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For the quarters ended
December 31, 2017
, September 30,
2017
, June 30,
2017
, March 31,
2017
and December 31,
2016
, the Advisor provided expense support of
$574,515
,
$469,447
,
$372,773
,
$318,196
and
$149,499
, respectively. See “
Note 8 to the Consolidated Financial Statements
” for further details.
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(3)
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Stockholders may elect to have cash distributions reinvested in shares of our common stock through our distribution reinvestment plan.
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(4)
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Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of the Initial Public Offering.
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(5)
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The Initial Quarter commenced on November 30, 2016, which is the date we broke escrow, and ended on December 31, 2016.
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For the Period
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from Inception
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(August 12, 2014) to
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December 31, 2017
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Gross offering proceeds
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$
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12,190,389
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Selling commissions (1)
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$
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202,752
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Dealer manager fees (1)
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253,440
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Offering costs (2)
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848,999
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Total direct selling costs incurred related to public offering (3)
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$
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1,305,191
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Offering proceeds, net of direct selling costs
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$
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10,885,198
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(1)
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The selling commissions and dealer manager fees were payable to the Dealer Manager. A substantial portion of the commissions and fees were reallowed by the Dealer Manager to participating broker dealers as commissions and marketing fees and expenses.
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(2)
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See “
Note 8 to the Consolidated Financial Statements
” for a description of offering costs.
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(3)
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This amount excludes the distribution fees paid to the Dealer Manager, all or a portion of which are reallowed by the Dealer Manager to participating broker dealers or broker dealers servicing accounts of investors who own Class T shares or Class W shares, referred to as servicing broker dealers. The distribution fees are not paid from and do not reduce offering proceeds, but rather they reduce the distributions payable to stockholders with respect to Class T shares and Class W shares.
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For the Year Ended December 31,
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For the Period
from Inception (August 12, 2014) to December 31, 2014 (1) |
||||||||||||
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2017 (1)
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2016 (1)
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2015 (1)
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Operating data:
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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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$
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—
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|
|
$
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—
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Total operating expenses
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$
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(1,223,169
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)
|
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$
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(309,612
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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 other expenses
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$
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(308,635
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)
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|
$
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(15,185
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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 expenses before expense support from Advisor
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|
$
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(1,531,804
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)
|
|
$
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(324,797
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)
|
|
$
|
—
|
|
|
$
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—
|
|
Expense support from Advisor
|
|
$
|
1,734,931
|
|
|
$
|
149,499
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (expenses) after expense support from Advisor
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|
$
|
203,127
|
|
|
$
|
(175,298
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss)
|
|
$
|
203,127
|
|
|
$
|
(175,298
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
203,127
|
|
|
$
|
(175,298
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) per common share - basic and diluted
|
|
$
|
0.53
|
|
|
$
|
(4.39
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted-average shares outstanding
|
|
380,597
|
|
|
39,896
|
|
|
20,000
|
|
|
6,099
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Distributions:
|
|
|
|
|
|
|
|
|
||||||||
Gross cash distributions declared (2)
|
|
$
|
203,408
|
|
|
$
|
11,121
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash distributions declared per common share (2)(3)(4)
|
|
$
|
0.5315
|
|
|
$
|
0.1295
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow data
(5):
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
|
$
|
263,837
|
|
|
$
|
(480,853
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net cash provided by financing activities
|
|
$
|
8,661,539
|
|
|
$
|
2,401,224
|
|
|
$
|
—
|
|
|
$
|
201,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
As of December 31,
|
||||||||||||||
|
|
2017 (1)
|
|
2016 (1)
|
|
2015 (1)
|
|
2014 (1)
|
||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
10,565,337
|
|
|
$
|
1,639,961
|
|
|
$
|
201,000
|
|
|
$
|
201,000
|
|
Total assets
|
|
$
|
12,548,855
|
|
|
$
|
2,529,898
|
|
|
$
|
201,000
|
|
|
$
|
201,000
|
|
Total liabilities
|
|
$
|
1,942,951
|
|
|
$
|
415,411
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total stockholders' equity
|
|
$
|
10,604,904
|
|
|
$
|
2,113,487
|
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Gross offering proceeds raised during period (6)
|
|
$
|
10,190,389
|
|
|
$
|
2,500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shares outstanding
|
|
1,238,059
|
|
|
255,349
|
|
|
20,000
|
|
|
20,000
|
|
|
(1)
|
The SEC declared the registration statement for the Initial Public Offering effective on February 18, 2016. We broke escrow on November 30, 2016. As of December 31, 2017, we were in the organizational and development stage and have not commenced property operations. The results of our operations are primarily impacted by the timing of our equity raised through the Initial Public Offering. Accordingly, our year-over-year financial data is not directly comparable.
|
(2)
|
Gross cash distributions are total distributions before the deduction of distribution fees relating to Class T shares and Class W shares.
|
(3)
|
Amounts reflect the quarterly distribution rate authorized by our board of directors per Class I share of common stock. Our board of directors authorized distributions at this same rate per Class T and Class W share of common stock less respective distribution fees that are payable monthly with respect to such Class T and Class W shares (as calculated on a daily basis).
|
(4)
|
Cash distributions were authorized to all common stockholders of record as of the close of business on each day of the Initial Quarter. We met the minimum offering requirements in connection with this offering on November 30, 2016. Accordingly, the Initial Quarter commenced on that date and ended on December 31, 2016.
|
(5)
|
Pursuant to new accounting guidance that we adopted for the period ending December 31, 2017, restricted cash and restricted cash equivalents are now included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of this guidance resulted in an increase in net cash provided by financing activities of $481,410 on the consolidated statements of cash flows for the year ended December 31, 2016.
|
(6)
|
Reflects gross offering proceeds raised from the public and private offerings.
|
•
|
Preserving and protecting our stockholders’ capital contributions
|
•
|
Providing current income to our stockholders in the form of regular cash distributions
|
•
|
Realizing capital appreciation upon the potential sale of our assets or other liquidity events
|
•
|
General and administrative expenses that consisted primarily of: (i) compensation to our independent directors; (ii) accounting and legal expenses incurred; (iii) insurance and other expenses for our independent directors and officers; and (iv) compensation to individual employees of the Advisor.
|
•
|
Organization expenses consisting primarily of expense reimbursements to the Advisor.
|
•
|
Expense support from the Advisor pursuant to the Expense Support Agreement, as described in “
Note 8 to the Consolidated Financial Statements
.”
|
•
|
Interest expense related to the notes payable to investors in the Private Offering and costs related to our line of credit.
|
|
|
Source of Cash Distributions
|
|
|
||||||||||||||||||||||||||||
|
|
Provided by
|
|
Provided by
|
|
Proceeds
|
|
|
|
|
||||||||||||||||||||||
|
|
Expense
|
|
Operating
|
|
from Financing
|
|
Proceeds from
|
|
Gross
|
||||||||||||||||||||||
|
|
Support (1)
|
|
Activities
|
|
Activities
|
|
DRIP (2)
|
|
Distributions (3)
|
||||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31
|
|
$
|
57,868
|
|
|
57.0
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
43,601
|
|
|
43.0
|
%
|
|
$
|
101,469
|
|
September 30
|
|
24,459
|
|
|
69.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,986
|
|
|
31.0
|
|
|
35,445
|
|
|||||
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
|
|
$
|
128,565
|
|
|
63.2
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
74,843
|
|
|
36.8
|
%
|
|
$
|
203,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31 (4)
|
|
$
|
7,517
|
|
|
67.6
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3,604
|
|
|
32.4
|
%
|
|
$
|
11,121
|
|
|
(1)
|
For the quarters ended
December 31, 2017
, September 30, 2017, June 30, 2017, March 31, 2017 and December 31, 2016, the Advisor provided expense support of
$574,515
,
$469,447
,
$372,773
,
$318,196
and
$149,499
, respectively. See “
Note 8 to the 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 any distribution fees relating to Class T shares and Class W shares issued in the primary portion of the Initial Public Offering.
|
(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)
|
|
$
|
28,036,420
|
|
|
$
|
—
|
|
|
$
|
2,015,000
|
|
|
$
|
—
|
|
|
$
|
30,051,420
|
|
DRIP (2)
|
|
71,714
|
|
|
—
|
|
|
49,784
|
|
|
—
|
|
|
121,498
|
|
|||||
Private offering (3)
|
|
62,300
|
|
|
—
|
|
|
62,300
|
|
|
375,400
|
|
|
500,000
|
|
|||||
Total offering
|
|
$
|
28,170,434
|
|
|
$
|
—
|
|
|
$
|
2,127,084
|
|
|
$
|
375,400
|
|
|
$
|
30,672,918
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
2,677,479
|
|
|
—
|
|
|
222,849
|
|
|
—
|
|
|
2,900,328
|
|
|||||
DRIP
|
|
7,171
|
|
|
—
|
|
|
5,125
|
|
|
—
|
|
|
12,296
|
|
|||||
Private offering (3)
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
14,000
|
|
|||||
Stock dividends
|
|
79
|
|
|
6,250
|
|
|
2,814
|
|
|
—
|
|
|
9,143
|
|
|||||
Total offering
|
|
2,691,729
|
|
|
6,250
|
|
|
237,788
|
|
|
—
|
|
|
2,935,767
|
|
|
(1)
|
Amount relates to notes payable issued to investors in the Private Offering.
|
(2)
|
As of
March 1, 2018
, the Company had raised sufficient offering proceeds to satisfy the minimum offering requirements with respect to all states other than Pennsylvania. 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.
|
(3)
|
The Private Offering closed on December 1, 2016.
|
|
|
Less than
|
|
|
|
|
|
More than
|
|
|
||||||||||
|
|
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5 Years
|
|
Total
|
||||||||||
Notes payable to stockholders (1)
|
|
$
|
83,511
|
|
|
$
|
167,020
|
|
|
$
|
167,020
|
|
|
$
|
2,379,640
|
|
|
$
|
2,797,191
|
|
Total
|
|
$
|
83,511
|
|
|
$
|
167,020
|
|
|
$
|
167,020
|
|
|
$
|
2,379,640
|
|
|
$
|
2,797,191
|
|
|
(1)
|
Includes principal and interest on debt. See “Note 4 to the Consolidated Financial Statements” for more detail.
|
|
|
As of December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
10,565,337
|
|
|
$
|
1,639,961
|
|
Restricted cash
|
|
481,410
|
|
|
481,410
|
|
||
Prepaid expenses
|
|
419,844
|
|
|
259,717
|
|
||
Due from affiliates
|
|
190,577
|
|
|
148,810
|
|
||
Debt issuance costs, net
|
|
887,370
|
|
|
—
|
|
||
Other assets
|
|
4,317
|
|
|
—
|
|
||
Total assets
|
|
$
|
12,548,855
|
|
|
$
|
2,529,898
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
210,423
|
|
|
$
|
100,914
|
|
Line of credit
|
|
—
|
|
|
—
|
|
||
Notes payable to stockholders, net
|
|
352,764
|
|
|
303,376
|
|
||
Due to affiliates
|
|
1,323,537
|
|
|
—
|
|
||
Dividends payable
|
|
56,227
|
|
|
11,121
|
|
||
Total liabilities
|
|
1,942,951
|
|
|
415,411
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 11)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value - 200,000,000 shares authorized, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Class T common stock, $0.01 par value per share - 1,200,000,000 shares authorized, 976,271 and 7,000 shares issued and outstanding, respectively
|
|
9,763
|
|
|
70
|
|
||
Class W common stock, $0.01 par value per share - 75,000,000 shares authorized, 6,250 and none issued and outstanding, respectively
|
|
62
|
|
|
—
|
|
||
Class I common stock, $0.01 par value per share - 225,000,000 shares authorized, 255,538 and 248,349 shares issued and outstanding, respectively
|
|
2,555
|
|
|
2,483
|
|
||
Additional paid-in capital
|
|
10,858,599
|
|
|
2,297,353
|
|
||
Accumulated deficit
|
|
(266,075
|
)
|
|
(186,419
|
)
|
||
Total stockholders' equity
|
|
10,604,904
|
|
|
2,113,487
|
|
||
Noncontrolling interests
|
|
1,000
|
|
|
1,000
|
|
||
Total equity
|
|
10,605,904
|
|
|
2,114,487
|
|
||
Total liabilities and equity
|
|
$
|
12,548,855
|
|
|
$
|
2,529,898
|
|
|
|
For the Year Ended
December 31, |
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
General and administrative expenses
|
|
1,145,305
|
|
|
269,612
|
|
|
—
|
|
|||
Organization expenses, related party
|
|
77,864
|
|
|
40,000
|
|
|
—
|
|
|||
Total operating expenses
|
|
1,223,169
|
|
|
309,612
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Operating loss
|
|
(1,223,169
|
)
|
|
(309,612
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Other income and (expenses):
|
|
|
|
|
|
|
||||||
Interest income
|
|
263
|
|
|
82
|
|
|
—
|
|
|||
Interest expense and other
|
|
(308,898
|
)
|
|
(15,267
|
)
|
|
—
|
|
|||
Total other expenses
|
|
(308,635
|
)
|
|
(15,185
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Total expenses before expense support
|
|
(1,531,804
|
)
|
|
(324,797
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Total expense support from the Advisor
|
|
1,734,931
|
|
|
149,499
|
|
|
—
|
|
|||
Net income (expenses) after expense support
|
|
203,127
|
|
|
(175,298
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
203,127
|
|
|
(175,298
|
)
|
|
—
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
|
$
|
203,127
|
|
|
$
|
(175,298
|
)
|
|
$
|
—
|
|
Weighted-average shares outstanding
|
|
380,597
|
|
|
39,896
|
|
|
20,000
|
|
|||
Net income (loss) per common share - basic and diluted
|
|
$
|
0.53
|
|
|
$
|
(4.39
|
)
|
|
$
|
—
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance as of December 31, 2014
|
|
20,000
|
|
|
$
|
200
|
|
|
$
|
199,800
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
201,000
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of December 31, 2015
|
|
20,000
|
|
|
$
|
200
|
|
|
$
|
199,800
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
201,000
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175,298
|
)
|
|
—
|
|
|
(175,298
|
)
|
|||||
Issuance of common stock
|
|
235,349
|
|
|
2,353
|
|
|
2,122,247
|
|
|
—
|
|
|
—
|
|
|
2,124,600
|
|
|||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(24,694
|
)
|
|
—
|
|
|
—
|
|
|
(24,694
|
)
|
|||||
Distributions to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,121
|
)
|
|
—
|
|
|
(11,121
|
)
|
|||||
Balance as of December 31, 2016
|
|
255,349
|
|
|
$
|
2,553
|
|
|
$
|
2,297,353
|
|
|
$
|
(186,419
|
)
|
|
$
|
1,000
|
|
|
$
|
2,114,487
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,127
|
|
|
—
|
|
|
203,127
|
|
|||||
Issuance of common stock
|
|
982,710
|
|
|
9,827
|
|
|
10,271,941
|
|
|
—
|
|
|
—
|
|
|
10,281,768
|
|
|||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(1,305,191
|
)
|
|
—
|
|
|
—
|
|
|
(1,305,191
|
)
|
|||||
Trailing offering costs, consisting of distribution fees
|
|
—
|
|
|
—
|
|
|
(405,504
|
)
|
|
12,000
|
|
|
—
|
|
|
(393,504
|
)
|
|||||
Dividends to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294,783
|
)
|
|
—
|
|
|
(294,783
|
)
|
|||||
Balance as of December 31, 2017
|
|
1,238,059
|
|
|
$
|
12,380
|
|
|
$
|
10,858,599
|
|
|
$
|
(266,075
|
)
|
|
$
|
1,000
|
|
|
$
|
10,605,904
|
|
|
|
For the Year Ended
December 31, |
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
203,127
|
|
|
$
|
(175,298
|
)
|
|
$
|
—
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Amortization of debt issuance costs
|
|
152,473
|
|
|
2,058
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Prepaid expenses and other assets
|
|
(162,948
|
)
|
|
(259,717
|
)
|
|
—
|
|
|||
Accounts payable and accrued liabilities
|
|
109,509
|
|
|
100,914
|
|
|
—
|
|
|||
Due from / to affiliates, net
|
|
(38,324
|
)
|
|
(148,810
|
)
|
|
—
|
|
|||
Net cash provided by (used in) operating activities
|
|
263,837
|
|
|
(480,853
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from notes to stockholders
|
|
—
|
|
|
375,400
|
|
|
—
|
|
|||
Debt issuance costs paid
|
|
(990,453
|
)
|
|
(74,082
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
|
9,933,342
|
|
|
2,124,600
|
|
|
—
|
|
|||
Offering costs paid upon issuance of common stock
|
|
(175,848
|
)
|
|
(24,694
|
)
|
|
—
|
|
|||
Distributions paid to common stockholders
|
|
(101,724
|
)
|
|
—
|
|
|
—
|
|
|||
Distribution fees paid
|
|
(3,778
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
8,661,539
|
|
|
2,401,224
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net increase in cash, cash equivalents and restricted cash
|
|
8,925,376
|
|
|
1,920,371
|
|
|
—
|
|
|||
Cash, cash equivalents, and restricted cash, at beginning of period
|
|
2,121,371
|
|
|
201,000
|
|
|
201,000
|
|
|||
Cash, cash equivalents and restricted cash, at end of period
|
|
$
|
11,046,747
|
|
|
$
|
2,121,371
|
|
|
$
|
201,000
|
|
•
|
Quoted prices for similar assets/liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time);
|
•
|
Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and
|
•
|
Inputs that are derived principally from or corroborated by other observable market data.
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||
|
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||||||
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
||||||||
Notes payable to stockholders
|
|
$
|
375,400
|
|
|
$
|
375,400
|
|
|
$
|
375,400
|
|
|
$
|
375,400
|
|
|
|
|
|
|
|
|
|
Notes to
|
|
|
||||||||||
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Stockholders (1)
|
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (2)
|
|
$
|
10,137,589
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
12,137,589
|
|
DRIP (2)
|
|
10,519
|
|
|
—
|
|
|
42,281
|
|
|
—
|
|
|
52,800
|
|
|||||
Private offering (3)
|
|
62,300
|
|
|
—
|
|
|
62,300
|
|
|
375,400
|
|
|
500,000
|
|
|||||
Total offering
|
|
$
|
10,210,408
|
|
|
$
|
—
|
|
|
$
|
2,104,581
|
|
|
$
|
375,400
|
|
|
$
|
12,690,389
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
968,140
|
|
|
—
|
|
|
221,349
|
|
|
—
|
|
|
1,189,489
|
|
|||||
DRIP
|
|
1,052
|
|
|
—
|
|
|
4,375
|
|
|
—
|
|
|
5,427
|
|
|||||
Private offering (3)
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
14,000
|
|
|||||
Stock dividends
|
|
79
|
|
|
6,250
|
|
|
2,814
|
|
|
—
|
|
|
9,143
|
|
|||||
Total offering
|
|
976,271
|
|
|
6,250
|
|
|
235,538
|
|
|
—
|
|
|
1,218,059
|
|
|
(1)
|
Amount relates to notes payable issued to investors in the Private Offering. See “
Note 4
” for additional details.
|
(2)
|
As of
December 31, 2017
, the Company had raised sufficient offering proceeds to satisfy the minimum offering requirements with respect to all states other than Pennsylvania. 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.
|
(3)
|
The Private Offering closed on December 1, 2016.
|
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Total
|
||||
|
|
Shares
|
|
Shares
|
|
Shares (1)
|
|
Shares
|
||||
Balance as of December 31, 2014
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
20,000
|
|
Issuance of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance as of December 31, 2015
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
20,000
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
||||
Primary shares
|
|
—
|
|
|
—
|
|
|
221,349
|
|
|
221,349
|
|
Private offering shares
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
14,000
|
|
Balance as of December 31, 2016
|
|
7,000
|
|
|
—
|
|
|
248,349
|
|
|
255,349
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
||||
Primary shares
|
|
968,140
|
|
|
—
|
|
|
—
|
|
|
968,140
|
|
DRIP
|
|
1,052
|
|
|
—
|
|
|
4,375
|
|
|
5,427
|
|
Stock dividends
|
|
79
|
|
|
6,250
|
|
|
2,814
|
|
|
9,143
|
|
Balance as of December 31, 2017
|
|
976,271
|
|
|
6,250
|
|
|
255,538
|
|
|
1,238,059
|
|
|
(1)
|
In November 2014, the Company sold
20,000
shares of Class A common stock to the Advisor. See “
Note 8
” for additional information.
|
|
|
Amount
|
||||||||||||||||||
|
|
Declared per
Common Share (1) |
|
Paid
in Cash |
|
Reinvested
in Shares |
|
Distribution
Fees (2) |
|
Gross
Distributions (3) |
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
|
$
|
0.13625
|
|
|
$
|
45,868
|
|
|
$
|
43,601
|
|
|
$
|
12,000
|
|
|
$
|
101,469
|
|
September 30
|
|
0.13625
|
|
|
24,459
|
|
|
10,986
|
|
|
—
|
|
|
35,445
|
|
|||||
June 30
|
|
0.12950
|
|
|
23,162
|
|
|
10,216
|
|
|
—
|
|
|
33,378
|
|
|||||
March 31
|
|
0.12950
|
|
|
23,076
|
|
|
10,040
|
|
|
—
|
|
|
33,116
|
|
|||||
Total
|
|
|
|
$
|
116,565
|
|
|
$
|
74,843
|
|
|
$
|
12,000
|
|
|
$
|
203,408
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31 (4)
|
|
$
|
0.12950
|
|
|
$
|
7,517
|
|
|
$
|
3,604
|
|
|
$
|
—
|
|
|
$
|
11,121
|
|
|
(1)
|
Amounts reflect the 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. As noted above, commencing with the third quarter of 2017, distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The 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.
|
(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 8
” for further detail regarding distribution fees.
|
(3)
|
Gross distributions are total distributions before the deduction of any 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.
|
|
|
For the Year Ended
|
|
|
|
December 31, 2017
|
|
Ordinary income
|
|
—
|
%
|
Non-taxable return of capital
|
|
100.0
|
|
Long-term capital gain
|
|
—
|
|
Total distribution
|
|
100.0
|
%
|
|
|
Class T
|
|
Class W
|
|
Class I
|
Selling commissions (as % of offering price)
|
|
up to 2.0%
|
|
—%
|
|
—%
|
Dealer manager fees (as % of offering price)
|
|
up to 2.5%
|
|
—%
|
|
—%
|
Distribution fees ( as % of NAV per annum)
|
|
1.0%
|
|
0.5%
|
|
—%
|
|
|
For the Year Ended December 31,
|
|
Payable as of
|
||||||||||||||||
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|||||||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||||
Expensed:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Organization costs (1)
|
|
$
|
77,864
|
|
|
$
|
40,000
|
|
|
$
|
—
|
|
|
$
|
77,591
|
|
|
$
|
—
|
|
Other expense reimbursements (2)
|
|
184,598
|
|
|
688
|
|
|
—
|
|
|
59,416
|
|
|
688
|
|
|||||
Total
|
|
$
|
262,462
|
|
|
$
|
40,688
|
|
|
$
|
—
|
|
|
$
|
137,007
|
|
|
$
|
688
|
|
Additional Paid-In Capital:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling commissions
|
|
$
|
202,752
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dealer manager fees
|
|
253,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Offering costs (1)
|
|
848,999
|
|
|
—
|
|
|
—
|
|
|
848,999
|
|
|
—
|
|
|||||
Distribution fees (3)
|
|
405,504
|
|
|
—
|
|
|
—
|
|
|
401,726
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,710,695
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,250,725
|
|
|
$
|
—
|
|
|
(1)
|
As of
December 31, 2017
, the Advisor had incurred
$7,216,404
of offering costs and
$117,864
of organization costs on behalf of the Company. As of
December 31, 2017
, the amount payable to the Advisor relating to organization and offering expenses was
$926,590
, of which
$77,591
related to organization costs. The Company had previously reimbursed the Advisor
$40,273
related to organization costs pursuant to the advisory agreement in effect through June 30, 2017.
|
(2)
|
Other expense reimbursements include certain expenses incurred in connection with the services provided to the
|
(3)
|
The distribution fees accrue daily and are payable monthly in arrears. As of
December 31, 2017
, the monthly amount of distribution fees payable of
$8,222
is included in dividends payable on the consolidated balance sheets. Additionally, the Company accrues for future estimated amounts payable based on the shares outstanding as of the balance sheet date. As of December 31, 2017, the future estimated amounts payable of
$393,504
are included in due to affiliates on the consolidated balance sheets. There were
no
distribution fees payable as of December 31, 2016.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Fees deferred
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other expenses supported
|
|
1,734,931
|
|
|
149,499
|
|
|
—
|
|
|||
Total expense support from Advisor (1)
|
|
$
|
1,734,931
|
|
|
$
|
149,499
|
|
|
$
|
—
|
|
|
(1)
|
As of
December 31, 2017
and
2016
,
$196,118
and
$149,499
, respectively, of expense support was payable to the Company by the Advisor.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest paid
|
|
$
|
83,649
|
|
|
$
|
13,209
|
|
|
$
|
—
|
|
Dividends payable
|
|
56,227
|
|
|
11,121
|
|
|
—
|
|
|||
Future estimated distribution fees payable
|
|
393,504
|
|
|
—
|
|
|
—
|
|
|||
Distributions reinvested in common stock
|
|
52,800
|
|
|
—
|
|
|
—
|
|
|||
Accrued offering costs due to the Advisor
|
|
926,590
|
|
|
—
|
|
|
—
|
|
|||
Offering proceeds due from transfer agent
|
|
1,496
|
|
|
—
|
|
|
—
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning of period:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
1,639,961
|
|
|
$
|
201,000
|
|
|
$
|
201,000
|
|
Restricted cash
|
|
481,410
|
|
|
—
|
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash
|
|
$
|
2,121,371
|
|
|
$
|
201,000
|
|
|
$
|
201,000
|
|
End of period:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
10,565,337
|
|
|
$
|
1,639,961
|
|
|
$
|
201,000
|
|
Restricted cash
|
|
481,410
|
|
|
481,410
|
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash
|
|
$
|
11,046,747
|
|
|
$
|
2,121,371
|
|
|
$
|
201,000
|
|
|
|
For the Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total operating expenses
|
|
$
|
(251,928
|
)
|
|
$
|
(306,376
|
)
|
|
$
|
(377,557
|
)
|
|
$
|
(287,308
|
)
|
Total other expenses
|
|
$
|
(33,224
|
)
|
|
$
|
(33,224
|
)
|
|
$
|
(56,477
|
)
|
|
$
|
(185,710
|
)
|
Expense support from the Advisor
|
|
$
|
318,196
|
|
|
$
|
372,773
|
|
|
$
|
469,447
|
|
|
$
|
574,515
|
|
Net income
|
|
$
|
33,044
|
|
|
$
|
33,173
|
|
|
$
|
35,413
|
|
|
$
|
101,497
|
|
Net income attributable to common stockholders
|
|
$
|
33,044
|
|
|
$
|
33,173
|
|
|
$
|
35,413
|
|
|
$
|
101,497
|
|
Net income per common share - basic and diluted (1)
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
Weighted-average shares outstanding
|
|
255,726
|
|
|
257,713
|
|
|
259,912
|
|
|
744,932
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total operating expenses
|
|
$
|
—
|
|
|
$
|
(88,763
|
)
|
|
$
|
(59,375
|
)
|
|
$
|
(161,474
|
)
|
Total other expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15,185
|
)
|
Expense support from the Advisor
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
149,499
|
|
Net loss
|
|
$
|
—
|
|
|
$
|
(88,763
|
)
|
|
$
|
(59,375
|
)
|
|
$
|
(27,160
|
)
|
Net loss attributable to common stockholders
|
|
$
|
—
|
|
|
$
|
(88,763
|
)
|
|
$
|
(59,375
|
)
|
|
$
|
(27,160
|
)
|
Net loss per common share - basic and diluted (1)
|
|
$
|
—
|
|
|
$
|
(4.44
|
)
|
|
$
|
(2.97
|
)
|
|
$
|
(0.27
|
)
|
Weighted-average shares outstanding
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
99,150
|
|
|
(1)
|
Quarterly net loss per common share amounts do not total the annual net loss per common share amount due to changes in the number of weighted-average shares outstanding calculated on a quarterly and annual basis and included in the net loss per share calculation.
|
|
|
|
|
|
|
|
|
Notes to
|
|
|
||||||||||
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Stockholders (1)
|
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (2)
|
|
$
|
28,036,420
|
|
|
$
|
—
|
|
|
$
|
2,015,000
|
|
|
$
|
—
|
|
|
$
|
30,051,420
|
|
DRIP (2)
|
|
71,714
|
|
|
—
|
|
|
49,784
|
|
|
—
|
|
|
121,498
|
|
|||||
Private offering (3)
|
|
62,300
|
|
|
—
|
|
|
62,300
|
|
|
375,400
|
|
|
500,000
|
|
|||||
Total offering
|
|
$
|
28,170,434
|
|
|
$
|
—
|
|
|
$
|
2,127,084
|
|
|
$
|
375,400
|
|
|
$
|
30,672,918
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
2,677,479
|
|
|
—
|
|
|
222,849
|
|
|
—
|
|
|
2,900,328
|
|
|||||
DRIP
|
|
7,171
|
|
|
—
|
|
|
5,125
|
|
|
—
|
|
|
12,296
|
|
|||||
Private offering (3)
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
14,000
|
|
|||||
Stock dividends
|
|
79
|
|
|
6,250
|
|
|
2,814
|
|
|
—
|
|
|
9,143
|
|
|||||
Total offering
|
|
2,691,729
|
|
|
6,250
|
|
|
237,788
|
|
|
—
|
|
|
2,935,767
|
|
|
(1)
|
Amount relates to promissory notes issued to stockholders in the Private Offering. See “Note 4” for additional details.
|
(2)
|
As of
March 1, 2018
, the Company had raised sufficient offering proceeds to satisfy the minimum offering requirements with respect to all states other than Pennsylvania. 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.
|
(3)
|
The Private Offering closed on December 1, 2016.
|
Name
|
|
Age
|
|
Position
|
|
Dwight L. Merriman III
|
|
57
|
|
Managing Director, Chief Executive Officer and Director
|
|
Evan H. Zucker
|
|
52
|
|
Chairman and Director
|
|
Marshall M. Burton
|
|
49
|
|
Independent Director
|
|
Stanley A. Moore
|
|
79
|
|
Independent Director
|
|
John S. Hagestad
|
|
71
|
|
Independent Director
|
|
Charles B. Duke
|
|
60
|
|
Independent Director
|
|
Rajat Dhanda
|
|
49
|
|
Managing Director, President
|
|
Thomas G. McGonagle
|
|
58
|
|
Managing Director, Chief Financial Officer
|
|
Joshua J. Widoff
|
|
47
|
|
Managing Director, General Counsel and Secretary
|
|
Scott W. Recknor
|
|
50
|
|
Managing Director, Head of Asset Management
|
Name
|
|
Fees Earned
or Paid in Cash (1)
|
|
Total
|
||||
Marshall M. Burton
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
Stanley A. Moore
|
|
$
|
87,500
|
|
|
$
|
87,500
|
|
John S. Hagestad
|
|
$
|
72,500
|
|
|
$
|
72,500
|
|
Charles B. Duke
|
|
$
|
92,500
|
|
|
$
|
92,500
|
|
|
(1)
|
Includes fees earned or paid in 2017 for services during 2017. Fees earned during the fourth quarter of 2017 were paid in the first quarter of 2018.
|
•
|
$15,000 to the Chairperson of our Audit Committee;
|
•
|
$10,000 to the Chairperson of our Investment Committee; and
|
•
|
$10,000 to the Chairperson of our Nominating and Corporate Governance Committee.
|
Name of Beneficial Owner (1)
|
|
Title
|
|
Amount and Nature of
Beneficial Ownership (1)
|
|
Percent of
Common Stock
|
|
BCI IV Advisors Group LLC (Sponsor) (2)
|
|
—
|
|
100 Special Units (3)
|
|
N/A
|
|
BCI IV Advisors LLC (Advisor) (2)
|
|
—
|
|
20,225 shares
|
|
1.6
|
%
|
Evan H. Zucker (2)
|
|
Chairman, Director
|
|
42,455 shares
|
|
3.4
|
%
|
Dwight L. Merriman III
|
|
Managing Director, CEO and Director
|
|
28,092 shares
|
|
2.3
|
%
|
Marshall M. Burton
|
|
Director
|
|
—
|
|
*
|
|
Stanley A. Moore
|
|
Director
|
|
—
|
|
*
|
|
John S. Hagestad
|
|
Director
|
|
—
|
|
*
|
|
Charles B. Duke
|
|
Director
|
|
—
|
|
*
|
|
Rajat Dhanda
|
|
Managing Director, President
|
|
—
|
|
|
|
Thomas G. McGonagle
|
|
Managing Director, CFO and Treasurer
|
|
11,192 shares
|
|
*
|
|
Joshua J. Widoff
|
|
Managing Director, General Counsel and Secretary
|
|
2,364 shares
|
|
*
|
|
Scott W. Recknor
|
|
Managing Director, Head of Asset Management
|
|
5,511 shares
|
|
*
|
|
Beneficial ownership of common stock by all directors and executive officers as a group
|
|
—
|
|
109,839 shares
|
|
8.9
|
%
|
|
(1)
|
Except as otherwise indicated below, each beneficial owner has the sole power to vote and dispose of all common stock held by that beneficial owner. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. Common stock issuable pursuant to options, to the extent such options are exercisable within 60 days, are treated as beneficially owned and outstanding for the purpose of computing the percentage ownership of the person holding the option, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
|
(2)
|
The Advisor and the Sponsor are presently each directly or indirectly jointly controlled by John A. Blumberg, James R. Mulvihill and Evan H. Zucker (Chairman of our board of directors) and/or their affiliates. The amount of shares indicated in the table as being owned by each of Messrs. Blumberg, Mulvihill and Zucker does not include the shares owned by the Advisor.
|
(3)
|
Represents Special Units that are entitled to distributions from the Operating Partnership under certain circumstances.
|
•
|
Participate in formulating an investment strategy consistent with achieving our investment objectives;
|
•
|
Manage and supervise the offering process;
|
•
|
Research, identify, review and recommend for approval to our board of directors or Investment Committee, as applicable, real property, debt and other investments and dispositions consistent with our investment policies and objectives;
|
•
|
Structure the terms and conditions of transactions pursuant to which acquisitions and dispositions of investments will be made;
|
•
|
Actively oversee and manage our investment portfolio for purposes of meeting our investment objectives;
|
•
|
Manage our day-to-day affairs, including financial accounting and reporting, investor relations, marketing, informational systems and other administrative services on our behalf;
|
•
|
Select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
|
•
|
Arrange for financing and refinancing of our assets; and
|
•
|
Recommend various Liquidity Events to our board of directors when appropriate.
|
•
|
Immediately by us for “cause” or upon a material breach of the Advisory Agreement by the Advisor;
|
•
|
Without cause or penalty by either the Advisor or a majority of our independent directors, in each case upon 60 days’ written notice to the other party;
|
•
|
With “good reason” by the Advisor upon 60 days’ written notice; or
|
•
|
Immediately by us and/or the Operating Partnership in connection with a merger, sale of our assets or transaction involving the Company pursuant to which a majority of our directors then in office are replaced or removed.
|
|
|
For the Year Ended December 31,
|
|
Payable as of
|
||||||||||||||||
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|||||||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||||
Expensed:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Organization costs (1)
|
|
$
|
77,864
|
|
|
$
|
40,000
|
|
|
$
|
—
|
|
|
$
|
77,591
|
|
|
$
|
—
|
|
Other expense reimbursements (2)
|
|
184,598
|
|
|
688
|
|
|
—
|
|
|
59,416
|
|
|
688
|
|
|||||
Total
|
|
$
|
262,462
|
|
|
$
|
40,688
|
|
|
$
|
—
|
|
|
$
|
137,007
|
|
|
$
|
688
|
|
Additional Paid-In Capital:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling commissions
|
|
$
|
202,752
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dealer manager fees
|
|
253,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Offering costs (1)
|
|
848,999
|
|
|
—
|
|
|
—
|
|
|
848,999
|
|
|
—
|
|
|||||
Distribution fees (3)
|
|
405,504
|
|
|
—
|
|
|
—
|
|
|
401,726
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,710,695
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,250,725
|
|
|
$
|
—
|
|
|
(1)
|
As of
December 31, 2017
, the Advisor had paid
$7,216,404
of offering costs and
$117,864
of organization costs on our behalf. As of
December 31, 2017
, the amount payable to the Advisor relating to organization and offering expenses was
$926,590
, of which
$77,591
related to organization costs. We had previously reimbursed the Advisor
$40,273
related to organization costs pursuant to the advisory agreement in effect through June 30, 2017.
|
(2)
|
Other expense reimbursements include certain expenses incurred in connection with the services provided to us under the Advisory Agreement. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of our named executive officers, related to activities for which the Advisor does not otherwise receive a separate fee. We reimbursed the Advisor approximately
$152,093
for the year ended
December 31, 2017
. Also, there were no amounts reimbursed to the Advisor for the years ended December 31, 2016 and 2015. There were also no amounts reimbursed to the Advisor for the years ended
December 31, 2017
,
2016
or
2015
for the salary, bonus and benefits of the principal financial officer, Thomas G. McGonagle, or principal executive officer, Dwight L. Merriman III, for services provided to us. The principal executive officer and principal financial officer provide services to and receive additional compensation from affiliates of our Advisor that we do not reimburse. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.
|
(3)
|
The distribution fees accrue daily and are payable monthly in arrears. As of
December 31, 2017
, the monthly amount of distribution fees payable of
$8,222
is included in dividends payable on the consolidated balance sheets. Additionally, the we accrue for future estimated amounts payable based on the shares outstanding as of the balance sheet date. As of December 31, 2017, the future estimated amounts payable of
$393,504
are included in due to affiliates on the consolidated balance sheets. There were no distribution fees payable as of December 31, 2016.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Fees deferred
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other expenses supported
|
|
1,734,931
|
|
|
149,499
|
|
|
—
|
|
|||
Total expense support from Advisor (1)
|
|
$
|
1,734,931
|
|
|
$
|
149,499
|
|
|
$
|
—
|
|
|
(1)
|
As of
December 31, 2017
and
2016
,
$196,118
and
$149,499
, respectively, of expense support was payable to the Company by the Advisor.
|
•
|
We may purchase or lease an asset from a Related Party if a majority of our board of directors, including a majority of our independent directors, not otherwise interested in the transaction, finds that the transaction is fair and reasonable to us and at a price no greater than the cost of the asset to the Related Party, unless there is substantial justification for the amount in excess of the cost to the Related Party and such excess is reasonable (as determined by a majority of our board of directors, including a majority of the independent directors);
|
•
|
A Related Party may purchase or lease an asset from us if a majority of our board of directors, including a majority of our independent directors, not otherwise interested in the transaction, determines that the transaction is fair and reasonable to us;
|
•
|
We may not borrow money from a Related Party unless a majority of our board of directors, including a majority of our independent directors, not otherwise interested in the transaction, approve the transaction as fair, competitive, and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties; and
|
•
|
Other transactions with a Related Party generally require a majority of our board of directors, including a majority of our independent directors, not otherwise interested in the transaction, to approve such transaction as fair and reasonable to us and on terms and conditions no less favorable to us than those available from an unaffiliated third party.
|
•
|
owns an interest in the Sponsor, the Advisor or any of their affiliates (other than shares granted for serving as a director of a REIT organized by the Sponsor or advised by the Advisor, as permitted below);
|
•
|
is employed by the Sponsor, the Advisor or any of their affiliates;
|
•
|
serves as an officer or director of the Sponsor, the Advisor or any of their affiliates;
|
•
|
performs services, other than as a director for us;
|
•
|
serves as a director of more than three real estate investment trusts organized by the Sponsor or advised by the Advisor; or
|
•
|
maintains a material business or professional relationship with the Sponsor, the Advisor or any of their affiliates.
|
|
For the Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Audit fees
|
$
|
187,000
|
|
|
$
|
99,040
|
|
Audit-related fees
|
—
|
|
|
—
|
|
||
Tax fees
|
—
|
|
|
—
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
187,000
|
|
|
$
|
99,040
|
|
(a)
|
1.
Financial Statements—
The financial statements are included under Item 8 of this report.
|
(b)
|
Exhibits
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
101
|
|
The following materials from Black Creek Industrial REIT IV Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 8, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
|
|
By:
|
|
/s/ DWIGHT L. MERRIMAN III
|
|
|
|
Dwight L. Merriman III
Managing Director, Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
By:
|
|
/s/ THOMAS G. MCGONAGLE
|
|
|
|
Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/ EVAN H. ZUCKER
|
|
Chairman of the Board and Director
|
|
March 8, 2018
|
Evan H. Zucker
|
|
|
|
|
|
|
|
||
/
S
/ MARSHALL M. BURTON
|
|
Director
|
|
March 8, 2018
|
Marshall M. Burton
|
|
|
|
|
|
|
|
|
|
/
S
/ CHARLES B. DUKE
|
|
Director
|
|
March 8, 2018
|
Charles B. Duke
|
|
|
|
|
|
|
|
|
|
/
S
/ JOHN S. HAGESTAD
|
|
Director
|
|
March 8, 2018
|
John S. Hagestad
|
|
|
|
|
|
|
|
|
|
/
S
/ STANLEY A. MOORE
|
|
Director
|
|
March 8, 2018
|
Stanley A. Moore
|
|
|
|
|
|
|
|
|
|
/
S
/ DWIGHT L. MERRIMAN III
|
|
Managing Director, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 8, 2018
|
Dwight L. Merriman III
|
|
|
|
|
|
|
|
|
|
/
S
/ THOMAS G. MCGONAGLE
|
|
Managing Director, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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March 8, 2018
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Thomas G. McGonagle
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ENTITY NAME
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DOMESTIC JURISDICTION
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FOREIGN QUALIFICATION
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BCI IV Acquisitions LLC
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Delaware
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n/a
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BCI IV Advisors LLC
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Delaware
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Colorado
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BCI IV Advisors Group LLC
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Delaware
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Colorado
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BCI IV Operating Partnership LP
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Delaware
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Colorado
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Black Creek Industrial REIT IV Inc.
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Maryland
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Colorado
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1.
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I have reviewed this Annual Report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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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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March 8, 2018
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/s/ DWIGHT L. MERRIMAN III
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Dwight L. Merriman III
Managing Director, Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of Black Creek Industrial REIT 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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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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March 8, 2018
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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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March 8, 2018
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/s/ DWIGHT L. MERRIMAN III
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Dwight L. Merriman III
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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March 8, 2018
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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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