A.
|
To provide an update on the capital raised through our public and private offerings;
|
B.
|
To provide an update regarding distributions authorized by our board of directors;
|
C.
|
To provide an update to the section of the Prospectus titled “Risk Factors”;
|
D.
|
To provide an update to the section of the Prospectus titled “Selected Financial Data”;
|
E.
|
To provide an update to the sections of the Prospectus titled “Prospectus Summary—Compensation to the Advisor and its Affiliates” and “Management Compensation”;
|
F.
|
To provide an update to the section of the Prospectus titled “Investments in Real Properties, Real Estate Securities and Debt Related Investments—Probable Real Property Acquisitions”; and
|
G.
|
To include our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.
|
A.
|
Capital Raised Through Our Public and Private Offerings
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders (1) |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (2)
|
|
$
|
61,102
|
|
|
$
|
—
|
|
|
$
|
2,348
|
|
|
$
|
—
|
|
|
$
|
63,450
|
|
DRIP (2)
|
|
323
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
387
|
|
|||||
Private offering (3)
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
61,487
|
|
|
$
|
—
|
|
|
$
|
2,474
|
|
|
$
|
376
|
|
|
$
|
64,337
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
5,835
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
6,091
|
|
|||||
DRIP
|
|
32
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
39
|
|
|||||
Private offering (3)
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
5,874
|
|
|
6
|
|
|
273
|
|
|
—
|
|
|
6,153
|
|
|
(1)
|
Amount relates to notes payable issued to investors in the private offering.
|
(2)
|
As of May 7, 2018, we 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 $75,000,000 have been received from all sources.
|
(3)
|
The private offering closed on December 1, 2016.
|
B.
|
Distributions Authorized by Our Board of Directors
|
|
|
Source of Cash Distributions
|
|
|
||||||||||||||||||||||||||||
($ in thousands)
|
|
Provided by
Expense Support (1) |
|
Provided by
Operating Activities |
|
Proceeds
from Financing Activities |
|
Proceeds from
DRIP (2) |
|
Gross
Distributions (3) |
||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
March 31
|
|
$
|
206
|
|
|
51.0
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
198
|
|
|
49.0
|
%
|
|
$
|
404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31
|
|
$
|
58
|
|
|
56.9
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
44
|
|
|
43.1
|
%
|
|
$
|
102
|
|
September 30
|
|
24
|
|
|
68.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
31.4
|
|
|
35
|
|
|||||
June 30
|
|
23
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
30.3
|
|
|
33
|
|
|||||
March 31
|
|
23
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
30.3
|
|
|
33
|
|
|||||
Total
|
|
$
|
128
|
|
|
63.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
75
|
|
|
36.9
|
%
|
|
$
|
203
|
|
|
(1)
|
For the quarters ended March 31, 2018, December 31, 2017, September 30, 2017, June 30, 2017 and March 31, 2017, the
|
(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 this offering.
|
C.
|
Update to the Section of the Prospectus Titled “Risk Factors”
|
D.
|
Update to the Section of the Prospectus Titled “Selected Financial Data”
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
|
2018 (1)
|
|
2017 (1)
|
||||
Operating data:
|
|
|
|
|
||||
Total revenues
|
|
$
|
93
|
|
|
$
|
—
|
|
Total operating expenses
|
|
$
|
(1,375
|
)
|
|
$
|
(252
|
)
|
Total other expenses
|
|
$
|
(183
|
)
|
|
$
|
(33
|
)
|
Total expenses before expense support from Advisor
|
|
$
|
(1,558
|
)
|
|
$
|
(285
|
)
|
Expense support from Advisor
|
|
$
|
1,062
|
|
|
$
|
318
|
|
Net (expenses) income after expense support from Advisor
|
|
$
|
(496
|
)
|
|
$
|
33
|
|
Net (loss) income
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
Net (loss) income attributable to common stockholders
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.14
|
)
|
|
$
|
0.13
|
|
Weighted-average shares outstanding
|
|
2,961
|
|
|
256
|
|
||
Distributions:
|
|
|
|
|
||||
Gross cash distributions declared (2)
|
|
$
|
404
|
|
|
$
|
33
|
|
Cash distributions declared per common share (2)(3)
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
Company-defined FFO (4):
|
|
|
|
|
||||
Reconciliation of net (loss) income to Company-defined FFO:
|
|
|
|
|
||||
Net (loss) income attributable to common stockholders
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
Total NAREIT-defined adjustments (5)
|
|
$
|
66
|
|
|
$
|
—
|
|
Total Company-defined adjustments (6)
|
|
$
|
741
|
|
|
$
|
—
|
|
Company-defined FFO
|
|
$
|
404
|
|
|
$
|
33
|
|
Cash flow data:
|
|
|
|
|
||||
Net cash provided by operating activities
|
|
$
|
404
|
|
|
$
|
5
|
|
Net cash used in investing activities
|
|
$
|
(11,163
|
)
|
|
$
|
—
|
|
Net cash provided by (used in) financing activities
|
|
$
|
26,629
|
|
|
$
|
(7
|
)
|
|
|
As of
|
||||||
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Balance sheet data:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
26,916
|
|
|
$
|
10,565
|
|
Total assets
|
|
$
|
40,166
|
|
|
$
|
12,548
|
|
Total liabilities
|
|
$
|
6,370
|
|
|
$
|
1,942
|
|
Total stockholders' equity
|
|
$
|
33,795
|
|
|
$
|
10,605
|
|
Gross offering proceeds raised during period (7)
|
|
$
|
28,154
|
|
|
$
|
10,190
|
|
Shares outstanding
|
|
3,929
|
|
|
39
|
|
|
(1)
|
The SEC declared this offering effective on February 18, 2016. We broke escrow on November 30, 2016 and commenced real estate operations on April 11, 2018. We are in the acquisition phase of our life cycle, and the results of our operations
|
(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)
|
Refer to “—How We Measure Our Performance” below for the definition of Company-defined FFO, as well as a detailed reconciliation of our GAAP net loss to Company-defined FFO.
|
(5)
|
Included in our NAREIT-defined adjustments are real estate-related depreciation and amortization.
|
(6)
|
Included in our Company-defined adjustments are acquisition expense reimbursements, which reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on our behalf in connection with the selection, acquisition, development or origination of an asset.
|
(7)
|
Reflects gross offering proceeds raised from the public and private offerings.
|
|
|
For the Three Months Ended
March 31, |
|
For the Period
From Inception (August 12, 2014) to March 31, 2018 |
||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
|||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
|
$
|
(376
|
)
|
GAAP net (loss) income per common share
|
|
$
|
(0.14
|
)
|
|
$
|
0.13
|
|
|
$
|
(1.08
|
)
|
Reconciliation of GAAP net (loss) income to NAREIT FFO:
|
|
|
|
|
|
|
||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
|
$
|
(376
|
)
|
Add NAREIT-defined adjustments:
|
|
|
|
|
|
|
||||||
Real estate-related depreciation and amortization
|
|
66
|
|
|
—
|
|
|
66
|
|
|||
NAREIT FFO attributable to common stockholders
|
|
$
|
(337
|
)
|
|
$
|
33
|
|
|
$
|
(310
|
)
|
NAREIT FFO per common share
|
|
$
|
(0.11
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.89
|
)
|
Reconciliation of NAREIT FFO to Company-defined FFO:
|
|
|
|
|
|
|
||||||
NAREIT FFO attributable to common stockholders
|
|
$
|
(337
|
)
|
|
$
|
33
|
|
|
$
|
(310
|
)
|
Add Company-defined adjustments:
|
|
|
|
|
|
|
||||||
Acquisition expense reimbursements
|
|
741
|
|
|
—
|
|
|
741
|
|
|||
Company-defined FFO attributable to common stockholders
|
|
$
|
404
|
|
|
$
|
33
|
|
|
$
|
431
|
|
Company-defined FFO per common share
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
|
$
|
1.23
|
|
Reconciliation of Company-defined FFO to MFFO:
|
|
|
|
|
|
|
||||||
Company-defined FFO attributable to common stockholders
|
|
$
|
404
|
|
|
$
|
33
|
|
|
$
|
431
|
|
Deduct MFFO adjustments:
|
|
|
|
|
|
|
||||||
Straight-line rent and amortization of above/below market leases
|
|
(56
|
)
|
|
—
|
|
|
(56
|
)
|
|||
MFFO attributable to common stockholders
|
|
$
|
348
|
|
|
$
|
33
|
|
|
$
|
375
|
|
MFFO per common share
|
|
$
|
0.12
|
|
|
$
|
0.13
|
|
|
$
|
1.07
|
|
Weighted-average shares outstanding
|
|
2,961
|
|
|
256
|
|
|
349
|
|
E.
|
Update to the Sections of the Prospectus Titled “Prospectus Summary—Compensation to the Advisor and its Affiliates” and “Management Compensation”
|
|
|
For the Three Months Ended
March 31, |
|
Payable as of
|
||||||||||||
|
|
|
March 31,
|
|
December 31,
|
|||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Selling commissions—the Dealer Manager
|
|
$
|
555
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dealer manager fees—the Dealer Manager
|
|
692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Offering costs—the Advisor or its affiliates, including the Dealer Manager (1)
|
|
1,868
|
|
|
—
|
|
|
2,717
|
|
|
849
|
|
||||
Distribution fees—the Dealer Manager (2)
|
|
1,108
|
|
|
—
|
|
|
1,466
|
|
|
402
|
|
||||
Organization costs—the Advisor or its affiliates, including the Dealer Manager (1)
|
|
—
|
|
|
72
|
|
|
78
|
|
|
78
|
|
||||
Advisory fee—the Advisor
|
|
14
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Acquisition expense reimbursements—the Advisor (3)
|
|
741
|
|
|
—
|
|
|
741
|
|
|
—
|
|
||||
Other expense reimbursements—the Advisor
|
|
246
|
|
|
—
|
|
|
80
|
|
|
59
|
|
||||
Total
|
|
$
|
5,224
|
|
|
$
|
72
|
|
|
$
|
5,089
|
|
|
$
|
1,388
|
|
|
(1)
|
As of March 31, 2018, the Advisor had incurred $8.7 million of offering costs and $0.1 million of organization costs on our behalf.
|
(2)
|
The distribution fees accrue daily and are payable monthly in arrears. As of March 31, 2018, the monthly amount of distribution fees payable of $31,000 is included in distributions payable on the condensed consolidated balance sheets. Additionally, we accrue for future estimated amounts payable based on the shares outstanding as of the balance sheet date. As of March 31, 2018 and December 31, 2017, the future estimated amounts payable of $1.4 million and $0.4 million, respectively, are included in due to affiliates on the condensed consolidated balance sheets.
|
(3)
|
Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on our behalf in connection with the selection, acquisition, development or origination of an asset.
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Fees deferred
|
|
$
|
14
|
|
|
$
|
—
|
|
Other expenses supported
|
|
1,048
|
|
|
318
|
|
||
Total expense support from Advisor (1)
|
|
$
|
1,062
|
|
|
$
|
318
|
|
|
(1)
|
As of March 31, 2018, $0.5 million of expense support was payable to us by the Advisor.
|
F.
|
Update to the section of the Prospectus titled “Investments in Real Properties, Real Estate Securities and Debt Related Investments—Probable Real Property Acquisitions”
|
G.
|
Quarterly Report on Form 10-Q for the quarter ended March 31, 2018
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Maryland
|
|
61-1577639
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
||
518 Seventeenth Street, 17th Floor
Denver, CO
|
|
80202
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
Non-accelerated filer
|
☐
|
(Do not check if a smaller reporting company)
|
|
Emerging growth company
|
☒
|
|
|
|
|
|
|
|
|
Page
|
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
|
|
As of
|
||||||
(in thousands, except per share data)
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Net investment in real estate properties
|
|
$
|
11,068
|
|
|
$
|
—
|
|
Cash and cash equivalents
|
|
26,916
|
|
|
10,565
|
|
||
Restricted cash
|
|
—
|
|
|
481
|
|
||
Prepaid expenses
|
|
360
|
|
|
420
|
|
||
Due from affiliates
|
|
473
|
|
|
191
|
|
||
Debt issuance costs, net
|
|
799
|
|
|
887
|
|
||
Other assets
|
|
550
|
|
|
4
|
|
||
Total assets
|
|
$
|
40,166
|
|
|
$
|
12,548
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
390
|
|
|
$
|
210
|
|
Line of credit
|
|
—
|
|
|
—
|
|
||
Notes payable to stockholders, net
|
|
365
|
|
|
353
|
|
||
Due to affiliates
|
|
4,983
|
|
|
1,323
|
|
||
Distributions payable
|
|
178
|
|
|
56
|
|
||
Other liabilities
|
|
454
|
|
|
—
|
|
||
Total liabilities
|
|
6,370
|
|
|
1,942
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Class T common stock, $0.01 par value per share - 1,200,000 shares authorized, 3,634 and 976 shares issued and outstanding, respectively
|
|
36
|
|
|
10
|
|
||
Class W common stock, $0.01 par value per share - 75,000 shares authorized, 6 and 6 shares issued and outstanding, respectively
|
|
—
|
|
|
—
|
|
||
Class I common stock, $0.01 par value per share - 225,000 shares authorized, 289 and 256 shares issued and outstanding, respectively
|
|
3
|
|
|
2
|
|
||
Additional paid-in capital
|
|
34,763
|
|
|
10,859
|
|
||
Accumulated deficit
|
|
(1,007
|
)
|
|
(266
|
)
|
||
Total stockholders' equity
|
|
33,795
|
|
|
10,605
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total equity
|
|
33,796
|
|
|
10,606
|
|
||
Total liabilities and equity
|
|
$
|
40,166
|
|
|
$
|
12,548
|
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
||||
Rental revenues
|
|
$
|
93
|
|
|
$
|
—
|
|
Total revenues
|
|
93
|
|
|
—
|
|
||
Operating expenses:
|
|
|
|
|
||||
Rental expenses
|
|
13
|
|
|
—
|
|
||
Real estate-related depreciation and amortization
|
|
66
|
|
|
—
|
|
||
General and administrative expenses
|
|
295
|
|
|
252
|
|
||
Advisory fees, related party
|
|
14
|
|
|
—
|
|
||
Acquisition expense reimbursements, related party
|
|
741
|
|
|
—
|
|
||
Other expense reimbursements, related party
|
|
246
|
|
|
—
|
|
||
Total operating expenses
|
|
1,375
|
|
|
252
|
|
||
Operating loss
|
|
(1,282
|
)
|
|
(252
|
)
|
||
Other expenses:
|
|
|
|
|
||||
Interest expense and other
|
|
183
|
|
|
33
|
|
||
Total other expenses
|
|
183
|
|
|
33
|
|
||
Total expenses before expense support
|
|
1,558
|
|
|
285
|
|
||
Total expense support from the Advisor
|
|
1,062
|
|
|
318
|
|
||
Net (expenses) income after expense support
|
|
(496
|
)
|
|
33
|
|
||
Net (loss) income
|
|
(403
|
)
|
|
33
|
|
||
Net (loss) income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
||
Net (loss) income attributable to common stockholders
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
Weighted-average shares outstanding
|
|
2,961
|
|
|
256
|
|
||
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.14
|
)
|
|
$
|
0.13
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance as of December 31, 2017
|
|
1,238
|
|
|
$
|
12
|
|
|
$
|
10,859
|
|
|
$
|
(266
|
)
|
|
$
|
1
|
|
|
$
|
10,606
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(403
|
)
|
|
—
|
|
|
(403
|
)
|
|||||
Issuance of common stock
|
|
2,691
|
|
|
27
|
|
|
28,127
|
|
|
—
|
|
|
—
|
|
|
28,154
|
|
|||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(3,115
|
)
|
|
—
|
|
|
—
|
|
|
(3,115
|
)
|
|||||
Trailing offering costs, consisting of distribution fees
|
|
—
|
|
|
—
|
|
|
(1,108
|
)
|
|
66
|
|
|
—
|
|
|
(1,042
|
)
|
|||||
Distributions to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(404
|
)
|
|
—
|
|
|
(404
|
)
|
|||||
Balance as of March 31, 2018
|
|
3,929
|
|
|
$
|
39
|
|
|
$
|
34,763
|
|
|
$
|
(1,007
|
)
|
|
$
|
1
|
|
|
$
|
33,796
|
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
||||
Real estate-related depreciation and amortization
|
|
66
|
|
|
—
|
|
||
Straight-line rent and amortization of above- and below-market leases
|
|
(56
|
)
|
|
—
|
|
||
Amortization of debt issuance costs
|
|
101
|
|
|
12
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Prepaid expenses and other assets
|
|
86
|
|
|
70
|
|
||
Accounts payable and accrued liabilities
|
|
143
|
|
|
58
|
|
||
Due from / to affiliates, net
|
|
467
|
|
|
(168
|
)
|
||
Net cash provided by operating activities
|
|
404
|
|
|
5
|
|
||
Investing activities:
|
|
|
|
|
||||
Real estate acquisitions
|
|
(10,587
|
)
|
|
—
|
|
||
Acquisition deposits
|
|
(550
|
)
|
|
—
|
|
||
Capital expenditures
|
|
(26
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(11,163
|
)
|
|
—
|
|
||
Financing activities:
|
|
|
|
|
||||
Proceeds from issuance of common stock
|
|
27,466
|
|
|
—
|
|
||
Offering costs paid upon issuance of common stock
|
|
(692
|
)
|
|
—
|
|
||
Distributions paid to common stockholders
|
|
(102
|
)
|
|
(7
|
)
|
||
Distribution fees paid
|
|
(43
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
|
26,629
|
|
|
(7
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
15,870
|
|
|
(2
|
)
|
||
Cash, cash equivalents and restricted cash, at beginning of period
|
|
11,046
|
|
|
2,121
|
|
||
Cash, cash equivalents and restricted cash, at end of period
|
|
$
|
26,916
|
|
|
$
|
2,119
|
|
Land
|
Not depreciated
|
Building
|
20 to 40 years
|
Building and land improvements
|
5 to 20 years
|
Tenant improvements
|
Lesser of useful life or lease term
|
Lease commissions
|
Over lease term
|
Intangible lease assets
|
Over lease term
|
Above-market lease assets
|
Over lease term
|
Below-market lease liabilities
|
Over lease term, including below-market fixed-rate renewal options
|
|
|
As of
|
||||||
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Land
|
|
$
|
5,226
|
|
|
$
|
—
|
|
Building and improvements
|
|
5,549
|
|
|
—
|
|
||
Intangible lease assets
|
|
277
|
|
|
—
|
|
||
Construction in progress
|
|
82
|
|
|
—
|
|
||
Investment in real estate properties
|
|
11,134
|
|
|
—
|
|
||
Less accumulated depreciation and amortization
|
|
(66
|
)
|
|
—
|
|
||
Net investment in real estate properties
|
|
$
|
11,068
|
|
|
$
|
—
|
|
|
|
As of March 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
(in thousands)
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
Intangible lease assets (1)
|
|
$
|
277
|
|
|
$
|
(32
|
)
|
|
$
|
245
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Below-market lease liabilities (2)
|
|
(458
|
)
|
|
55
|
|
|
(403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Included in net investment in real estate properties on the condensed consolidated balance sheets.
|
(2)
|
Included in other liabilities on the condensed consolidated balance sheets.
|
(in thousands)
|
|
Future Minimum Base
Rental Payments |
||
Remainder of 2018
|
|
$
|
279
|
|
2019
|
|
123
|
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
2022
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
402
|
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Increase to Rental Revenue:
|
|
|
|
|
||||
Straight-line rent adjustments
|
|
$
|
1
|
|
|
$
|
—
|
|
Below-market lease amortization
|
|
55
|
|
|
—
|
|
||
Real Estate-Related Depreciation and Amortization:
|
|
|
|
|
||||
Depreciation expense
|
|
$
|
34
|
|
|
$
|
—
|
|
Intangible lease asset amortization
|
|
32
|
|
|
—
|
|
|
|
As of March 31, 2018
|
|
As of December 31, 2017
|
||||||||||||
(in thousands)
|
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
Notes payable to stockholders
|
|
$
|
376
|
|
|
$
|
376
|
|
|
$
|
376
|
|
|
$
|
376
|
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (1)
|
|
$
|
37,842
|
|
|
$
|
—
|
|
|
$
|
2,315
|
|
|
$
|
—
|
|
|
$
|
40,157
|
|
DRIP (1)
|
|
134
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
188
|
|
|||||
Private offering
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
38,038
|
|
|
$
|
—
|
|
|
$
|
2,431
|
|
|
$
|
376
|
|
|
$
|
40,845
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
3,614
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|
3,867
|
|
|||||
DRIP
|
|
13
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
19
|
|
|||||
Private offering
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
3,634
|
|
|
6
|
|
|
269
|
|
|
—
|
|
|
3,909
|
|
|
(1)
|
As of
March 31, 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
$75.0 million
have been received from all sources.
|
(in thousands)
|
|
Class T
Shares |
|
Class W
Shares |
|
Class I
Shares (1) |
|
Total
Shares |
||||
Balance as of December 31, 2017
|
|
976
|
|
|
6
|
|
|
256
|
|
|
1,238
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
||||
Primary shares
|
|
2,646
|
|
|
—
|
|
|
32
|
|
|
2,678
|
|
DRIP
|
|
12
|
|
|
—
|
|
|
1
|
|
|
13
|
|
Balance as of March 31, 2018
|
|
3,634
|
|
|
6
|
|
|
289
|
|
|
3,929
|
|
|
(1)
|
Includes
20,000
shares of Class I common stock sold to BCI IV Advisors LLC (the “Advisor”) in November 2014.
|
|
|
Amount
|
||||||||||||||||||
(in thousands,
except per share data) |
|
Declared per
Common Share (1) |
|
Paid
in Cash |
|
Reinvested
in Shares |
|
Distribution
Fees (2) |
|
Gross
Distributions (3) |
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31
|
|
$
|
0.13625
|
|
|
$
|
140
|
|
|
$
|
198
|
|
|
$
|
66
|
|
|
$
|
404
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
|
$
|
0.13625
|
|
|
$
|
46
|
|
|
$
|
44
|
|
|
$
|
12
|
|
|
$
|
102
|
|
September 30
|
|
0.13625
|
|
|
24
|
|
|
11
|
|
|
—
|
|
|
35
|
|
|||||
June 30
|
|
0.12950
|
|
|
23
|
|
|
10
|
|
|
—
|
|
|
33
|
|
|||||
March 31
|
|
0.12950
|
|
|
23
|
|
|
10
|
|
|
—
|
|
|
33
|
|
|||||
Total
|
|
|
|
$
|
116
|
|
|
$
|
75
|
|
|
$
|
12
|
|
|
$
|
203
|
|
|
(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. 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 Black Creek Capital Markets, LLC (the “Dealer Manager”) with respect to Class T shares and Class W shares issued in the primary portion of the Company’s 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.
|
|
|
For the Three Months Ended
March 31, |
|
Payable as of
|
||||||||||||
|
|
|
March 31,
|
|
December 31,
|
|||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Expensed:
|
|
|
|
|
|
|
|
|
||||||||
Organization costs (1)
|
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
78
|
|
|
$
|
78
|
|
Advisory fee
|
|
14
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Acquisition expense reimbursements (2)
|
|
741
|
|
|
—
|
|
|
741
|
|
|
—
|
|
||||
Other expense reimbursements
|
|
246
|
|
|
—
|
|
|
80
|
|
|
59
|
|
||||
Total
|
|
$
|
1,001
|
|
|
$
|
72
|
|
|
$
|
906
|
|
|
$
|
137
|
|
Additional Paid-In Capital:
|
|
|
|
|
|
|
|
|
||||||||
Selling commissions
|
|
$
|
555
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dealer manager fees
|
|
692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Offering costs (1)
|
|
1,868
|
|
|
—
|
|
|
2,717
|
|
|
849
|
|
||||
Distribution fees (3)
|
|
1,108
|
|
|
—
|
|
|
1,466
|
|
|
402
|
|
||||
Total
|
|
$
|
4,223
|
|
|
$
|
—
|
|
|
$
|
4,183
|
|
|
$
|
1,251
|
|
|
(1)
|
As of
March 31, 2018
, the Advisor had incurred
$8.7 million
of offering costs and
$0.1 million
of organization costs on behalf of the Company.
|
(2)
|
Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on the Company’s behalf in connection with the selection, acquisition, development or origination of an asset.
|
(3)
|
The distribution fees accrue daily and are payable monthly in arrears. As of
March 31, 2018
, the monthly amount of distribution fees payable of
$31,000
is included in distributions payable on the condensed 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
March 31, 2018
and December 31, 2017, the future estimated amounts payable of
$1.4 million
and
$0.4 million
, respectively, are included in due to affiliates on the condensed consolidated balance sheets.
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Fees deferred
|
|
$
|
14
|
|
|
$
|
—
|
|
Other expenses supported
|
|
1,048
|
|
|
318
|
|
||
Total expense support from Advisor (1)
|
|
$
|
1,062
|
|
|
$
|
318
|
|
|
(1)
|
As of
March 31, 2018
,
$0.5 million
of expense support was payable to the Company by the Advisor.
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Distributions payable
|
|
$
|
178
|
|
|
$
|
43
|
|
Future estimated distribution fees payable
|
|
1,436
|
|
|
—
|
|
||
Distributions reinvested in common stock
|
|
135
|
|
|
4
|
|
||
Accrued offering and organizational costs due to the Advisor
|
|
2,795
|
|
|
—
|
|
||
Accrued acquisition expense reimbursements due to the Advisor
|
|
741
|
|
|
—
|
|
||
Non-cash capital expenditures
|
|
53
|
|
|
—
|
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Beginning of period:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
10,565
|
|
|
$
|
1,640
|
|
Restricted cash
|
|
481
|
|
|
481
|
|
||
Cash, cash equivalents and restricted cash
|
|
$
|
11,046
|
|
|
$
|
2,121
|
|
End of period:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
26,916
|
|
|
$
|
1,638
|
|
Restricted cash
|
|
—
|
|
|
481
|
|
||
Cash, cash equivalents and restricted cash
|
|
$
|
26,916
|
|
|
$
|
2,119
|
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (1)
|
|
$
|
61,102
|
|
|
$
|
—
|
|
|
$
|
2,348
|
|
|
$
|
—
|
|
|
$
|
63,450
|
|
DRIP (1)
|
|
323
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
387
|
|
|||||
Private offering
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
61,487
|
|
|
$
|
—
|
|
|
$
|
2,474
|
|
|
$
|
376
|
|
|
$
|
64,337
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
5,835
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
6,091
|
|
|||||
DRIP
|
|
32
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
39
|
|
|||||
Private offering
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
5,874
|
|
|
6
|
|
|
273
|
|
|
—
|
|
|
6,153
|
|
|
(1)
|
As of
May 7, 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
$75.0 million
have been received from all sources.
|
•
|
Our ability to raise capital and effectively deploy the proceeds raised in our 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
|
•
|
Realizing capital appreciation upon the potential sale of our assets or other liquidity events
|
|
|
For the Three Months Ended
March 31, |
|
|
||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
Change
|
||||||
Net operating income:
|
|
|
|
|
|
|
||||||
Total rental revenues
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
93
|
|
Total rental expenses
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Total net operating income
|
|
80
|
|
|
—
|
|
|
80
|
|
|||
Other (expenses) income:
|
|
|
|
|
|
|
||||||
Real estate-related depreciation and amortization
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
|||
General and administrative expenses
|
|
(295
|
)
|
|
(252
|
)
|
|
(43
|
)
|
|||
Advisory fees, related party
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||
Acquisition expense reimbursements, related party
|
|
(741
|
)
|
|
—
|
|
|
(741
|
)
|
|||
Other expense reimbursements, related party
|
|
(246
|
)
|
|
—
|
|
|
(246
|
)
|
|||
Interest expense and other
|
|
(183
|
)
|
|
(33
|
)
|
|
(150
|
)
|
|||
Total expense support from the Advisor
|
|
1,062
|
|
|
318
|
|
|
744
|
|
|||
Total other (expenses) income
|
|
(483
|
)
|
|
33
|
|
|
(516
|
)
|
|||
Net (loss) income
|
|
(403
|
)
|
|
33
|
|
|
(436
|
)
|
|||
Net (loss) income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to common stockholders
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
|
$
|
(436
|
)
|
Weighted-average shares outstanding
|
|
2,961
|
|
|
256
|
|
|
2,705
|
|
|||
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.14
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.27
|
)
|
•
|
acquisition expense reimbursements due to the Advisor as a result of us commencing our acquisition phase;
|
•
|
other expense reimbursements due to the Advisor primarily relating to compensation to individual employees of the Advisor;
|
•
|
interest expense related to the notes payable to investors in the private offering, and certain costs related to our line of credit;
|
•
|
general and administrative expenses that primarily consisted of compensation to our independent directors, and accounting and legal expenses incurred; and
|
•
|
real estate-related depreciation and amortization expense and asset management fees.
|
•
|
higher expense support from the Advisor pursuant to the expense support agreement.
|
|
|
For the Three Months Ended
March 31, |
|
For the Period
From Inception (August 12, 2014) to March 31, 2018 |
||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
|||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
|
$
|
(376
|
)
|
GAAP net (loss) income per common share
|
|
$
|
(0.14
|
)
|
|
$
|
0.13
|
|
|
$
|
(1.08
|
)
|
Reconciliation of GAAP net (loss) income to NAREIT FFO:
|
|
|
|
|
|
|
||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(403
|
)
|
|
$
|
33
|
|
|
$
|
(376
|
)
|
Add NAREIT-defined adjustments:
|
|
|
|
|
|
|
||||||
Real estate-related depreciation and amortization
|
|
66
|
|
|
—
|
|
|
66
|
|
|||
NAREIT FFO attributable to common stockholders
|
|
$
|
(337
|
)
|
|
$
|
33
|
|
|
$
|
(310
|
)
|
NAREIT FFO per common share
|
|
$
|
(0.11
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.89
|
)
|
Reconciliation of NAREIT FFO to Company-defined FFO:
|
|
|
|
|
|
|
||||||
NAREIT FFO attributable to common stockholders
|
|
$
|
(337
|
)
|
|
$
|
33
|
|
|
$
|
(310
|
)
|
Add Company-defined adjustments:
|
|
|
|
|
|
|
||||||
Acquisition expense reimbursements
|
|
741
|
|
|
—
|
|
|
741
|
|
|||
Company-defined FFO attributable to common stockholders
|
|
$
|
404
|
|
|
$
|
33
|
|
|
$
|
431
|
|
Company-defined FFO per common share
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
|
$
|
1.23
|
|
Reconciliation of Company-defined FFO to MFFO:
|
|
|
|
|
|
|
||||||
Company-defined FFO attributable to common stockholders
|
|
$
|
404
|
|
|
$
|
33
|
|
|
$
|
431
|
|
Deduct MFFO adjustments:
|
|
|
|
|
|
|
||||||
Straight-line rent and amortization of above/below market leases
|
|
$
|
(56
|
)
|
|
$
|
—
|
|
|
$
|
(56
|
)
|
MFFO attributable to common stockholders
|
|
$
|
348
|
|
|
$
|
33
|
|
|
$
|
375
|
|
MFFO per common share
|
|
$
|
0.12
|
|
|
$
|
0.13
|
|
|
$
|
1.07
|
|
Weighted-average shares outstanding
|
|
2,961
|
|
|
256
|
|
|
349
|
|
|
|
Source of Cash Distributions
|
|
|
||||||||||||||||||||||||||||
|
|
Provided by
Expense Support (1) |
|
Provided by
Operating Activities |
|
Proceeds
from Financing Activities |
|
Proceeds from
DRIP (2) |
|
Gross
Distributions (3) |
||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
March 31
|
|
$
|
206
|
|
|
51.0
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
198
|
|
|
49.0
|
%
|
|
$
|
404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31
|
|
$
|
58
|
|
|
56.9
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
44
|
|
|
43.1
|
%
|
|
$
|
102
|
|
September 30
|
|
24
|
|
|
68.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
31.4
|
|
|
35
|
|
|||||
June 30
|
|
23
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
30.3
|
|
|
33
|
|
|||||
March 31
|
|
23
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
30.3
|
|
|
33
|
|
|||||
Total
|
|
$
|
128
|
|
|
63.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
75
|
|
|
36.9
|
%
|
|
$
|
203
|
|
|
(1)
|
For the quarters ended March 31, 2018, December 31, 2017, September 30, 2017, June 30, 2017 and March 31, 2017, the Advisor provided expense support of
$1.1 million
, $0.6 million, $0.5 million, $0.4 million and $0.3 million, respectively. Refer to Item 8, “Financial Statements and Supplementary Data” in our 2017 Form 10-K for a description of the expense support agreement.
|
(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 our initial public offering.
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (1)
|
|
$
|
61,102
|
|
|
$
|
—
|
|
|
$
|
2,348
|
|
|
$
|
—
|
|
|
$
|
63,450
|
|
DRIP (1)
|
|
323
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
387
|
|
|||||
Private offering
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
61,487
|
|
|
$
|
—
|
|
|
$
|
2,474
|
|
|
$
|
376
|
|
|
$
|
64,337
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
5,835
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
6,091
|
|
|||||
DRIP
|
|
32
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
39
|
|
|||||
Private offering
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
5,874
|
|
|
6
|
|
|
273
|
|
|
—
|
|
|
6,153
|
|
|
(1)
|
As of
May 7, 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
$75.0 million
have been received from all sources.
|
•
|
Overall investment objectives, strategy and criteria, including product type and style of investing (for example, core, core plus, value-add and opportunistic);
|
•
|
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;
|
•
|
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;
|
•
|
The financial attributes of the investment opportunity;
|
•
|
Availability of financing;
|
•
|
Cost of capital;
|
•
|
Ability to service any debt associated with the investment opportunity;
|
•
|
Risk return profiles;
|
•
|
Targeted distribution rates;
|
•
|
Anticipated future pipeline of suitable investments;
|
•
|
Expected holding period of the investment opportunity 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 opportunity; and
|
•
|
The amount of funds available to each program and the length of time such funds have been available for investment.
|
(in thousands)
|
|
For the Period
from Inception (August 12, 2014) to March 31, 2018 |
||
Gross offering proceeds
|
|
$
|
40,345
|
|
Selling commissions (1)
|
|
$
|
758
|
|
Dealer manager fees (1)
|
|
945
|
|
|
Offering costs
|
|
2,717
|
|
|
Total direct selling costs incurred related to public offering (2)
|
|
$
|
4,420
|
|
Offering proceeds, net of direct selling costs
|
|
$
|
35,925
|
|
|
(1)
|
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.
|
(2)
|
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 holders of Class T shares and Class W shares.
|
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
|
|
Third 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 the Quarterly Report on form 10-Q filed with the SEC on November 9, 2017.
|
|
|
|
4.1
|
|
Third Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Exhibit 4.2 to the Pre-Effective Amendment.
|
|
|
|
4.2
|
|
Share Redemption Program, effective as of November 1, 2017. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 2, 2017.
|
|
|
|
10.1
|
|
Third Amended and Restated Limited Partnership Agreement of BCI IV Operating Partnership LP, dated March 5, 2018. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on March 8, 2018.
|
|
|
|
10.2
|
|
Fifth Amended and Restated Advisory Agreement, dated March 5, 2018, by and among Black Creek Industrial REIT IV Inc., BCI IV Operating Partnership LP and BCI IV Advisors LLC. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 8, 2018.
|
|
|
|
10.3
|
|
Purchase and Sale Agreement, dated January 16, 2018, by and between SA Rhombus LLC and BCI IV Acquisitions LLC. Incorporated by reference to Exhibit 10.11 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the SEC on April 18, 2018.
|
|
|
|
10.4
|
|
Agreement Regarding Assignment and Assumption of Purchase Agreement, dated February 23, 2018, by and between Lanic Engineering, Inc. and BCI IV Acquisitions LLC. Incorporated by reference to Exhibit 10.12 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the SEC on April 18, 2018.
|
|
|
|
10.5
|
|
Purchase and Sale Agreement, dated March 7, 2018, by and between Arctic Partners, LTD and BCI IV Acquisitions LLC. Incorporated by reference to Exhibit 10.13 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the SEC on April 18, 2018.
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1**
|
|
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following materials from Black Creek Industrial REIT IV Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 14, 2018, 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.
|
|
|
|
|
|
|
|
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
|
May 14, 2018
|
By:
|
|
/
S
/ D
WIGHT
L. M
ERRIMAN
III
|
|
|
|
Dwight L. Merriman III
|
|
|
|
Managing Director, Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
May 14, 2018
|
By:
|
|
/
S
/ T
HOMAS
G. M
CGONAGLE
|
|
|
|
Thomas G. McGonagle
|
|
|
|
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|