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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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61-1577639
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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518 Seventeenth Street, 17th Floor
Denver, CO
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80202
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Smaller reporting company
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☒
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Emerging growth company
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☒
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1A.
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Item 2.
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Item 6.
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As of
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||||||
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September 30,
2017 |
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December 31,
2016 |
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(unaudited)
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ASSETS
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Cash and cash equivalents
|
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$
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1,009,619
|
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$
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1,639,961
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Restricted cash
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481,410
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481,410
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Prepaid expenses
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68,578
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259,717
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Due from affiliates
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251,174
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148,810
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Debt issuance costs, net
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946,125
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—
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Total assets
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$
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2,756,906
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$
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2,529,898
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LIABILITIES AND EQUITY
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Liabilities
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Accounts payable and accrued liabilities
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$
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176,202
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$
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100,914
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Line of credit
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—
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—
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Notes payable to stockholders, net
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340,417
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303,376
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Due to affiliates
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269,922
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—
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Dividends payable
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21,640
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11,121
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Total liabilities
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808,181
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415,411
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Commitments and contingencies (Note 6)
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Equity
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Stockholders' equity:
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Preferred stock, $0.01 par value - 200,000,000 shares authorized, none issued and outstanding
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—
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—
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Class T common stock, $0.01 par value per share - 1,200,000,000 shares authorized, 7,052 and 7,000 shares issued and outstanding, respectively
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71
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70
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Class W common stock, $0.01 par value per share - 75,000,000 shares authorized, none issued and outstanding
|
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—
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—
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Class I common stock, $0.01 par value per share - 225,000,000 shares authorized, 253,469 and 248,349 shares issued and outstanding, respectively
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2,534
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2,483
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Additional paid-in capital
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2,160,723
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2,297,353
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Accumulated deficit
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(215,603
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)
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(186,419
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)
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Total stockholders' equity
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1,947,725
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2,113,487
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Noncontrolling interests
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1,000
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1,000
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Total equity
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1,948,725
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2,114,487
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Total liabilities and equity
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$
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2,756,906
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$
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2,529,898
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For the Three Months Ended
September 30, |
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For the Nine Months Ended
September 30, |
||||||||||||
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2017
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2016
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2017
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2016
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Revenues:
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||||||||
Rental revenues
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$
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—
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$
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—
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|
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$
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—
|
|
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$
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—
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Total revenues
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—
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—
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—
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—
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||||||||
Operating expenses:
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General and administrative expenses
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299,966
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59,375
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857,997
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148,138
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Organization expenses, related party
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77,591
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—
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77,864
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—
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Total operating expenses
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377,557
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59,375
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935,861
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148,138
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Operating loss
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(377,557
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)
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(59,375
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)
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(935,861
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)
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(148,138
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)
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Other expenses
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Interest expense and other
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56,477
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—
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122,925
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—
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Total other expenses
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56,477
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—
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122,925
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—
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||||
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Total expenses before expense support
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434,034
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59,375
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1,058,786
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148,138
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Total expense support from the Advisor
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469,447
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—
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1,160,416
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—
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Net income (expenses) after expense support
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35,413
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(59,375
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)
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101,630
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(148,138
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)
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Net income (loss)
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35,413
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(59,375
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)
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101,630
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(148,138
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)
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Net income (loss) attributable to noncontrolling interests
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—
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—
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—
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—
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Net income (loss) attributable to common stockholders
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$
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35,413
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$
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(59,375
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)
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$
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101,630
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$
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(148,138
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)
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Weighted-average shares outstanding
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259,912
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20,000
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257,799
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20,000
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Net income (loss) per common share - basic and diluted
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$
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0.14
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$
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(2.97
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)
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$
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0.39
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$
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(7.41
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)
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Stockholders' Equity
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|||||||||||||||||
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Common Stock
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Additional
Paid-In Capital |
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Accumulated
Deficit |
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Noncontrolling
Interests |
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Total
Equity |
|||||||||||||
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Shares
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Amount
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||||||||||||||||||
Balance as of December 31, 2016
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255,349
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$
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2,553
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$
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2,297,353
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$
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(186,419
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)
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$
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1,000
|
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$
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2,114,487
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Net income
|
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—
|
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—
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—
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101,630
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—
|
|
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101,630
|
|
|||||
Issuance of common stock
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5,172
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52
|
|
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50,181
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—
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—
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50,233
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|||||
Offering costs
|
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—
|
|
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—
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(186,811
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)
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—
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—
|
|
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(186,811
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)
|
|||||
Dividends to stockholders
|
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—
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—
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—
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(130,814
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)
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—
|
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(130,814
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)
|
|||||
Balance as of September 30, 2017
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260,521
|
|
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$
|
2,605
|
|
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$
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2,160,723
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|
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$
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(215,603
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)
|
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$
|
1,000
|
|
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$
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1,948,725
|
|
|
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For the Nine Months Ended
September 30, |
||||||
|
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2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
101,630
|
|
|
$
|
(148,138
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Amortization of debt issuance costs
|
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51,268
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Prepaid expenses
|
|
191,139
|
|
|
—
|
|
||
Accounts payable and accrued liabilities
|
|
75,288
|
|
|
59,375
|
|
||
Due from / to affiliates, net
|
|
(19,253
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)
|
|
—
|
|
||
Net cash provided by (used in) operating activities
|
|
400,072
|
|
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(88,763
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Debt issuance costs paid
|
|
(960,353
|
)
|
|
—
|
|
||
Distributions paid to common stockholders
|
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(70,061
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)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(1,030,414
|
)
|
|
—
|
|
||
|
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
|
(630,342
|
)
|
|
(88,763
|
)
|
||
Cash and cash equivalents, at beginning of period
|
|
1,639,961
|
|
|
201,000
|
|
||
Cash and cash equivalents, at end of period
|
|
$
|
1,009,619
|
|
|
$
|
112,237
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
Dividends payable
|
|
$
|
21,640
|
|
|
$
|
—
|
|
Distributions reinvested in common stock
|
|
31,167
|
|
|
—
|
|
||
Accrued offering costs due to the Advisor
|
|
186,811
|
|
|
—
|
|
|
|
|
|
|
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|
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Notes to
|
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||||||||||
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Class T
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Class W
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Class I
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Stockholders (1)
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Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
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|
||||||||||
Primary offering (2)
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$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
DRIP (2)
|
|
—
|
|
|
—
|
|
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31,167
|
|
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—
|
|
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31,167
|
|
|||||
Private offering
|
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62,300
|
|
|
—
|
|
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62,300
|
|
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375,400
|
|
|
500,000
|
|
|||||
Total offering
|
|
$
|
62,300
|
|
|
$
|
—
|
|
|
$
|
2,093,467
|
|
|
$
|
375,400
|
|
|
$
|
2,531,167
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
—
|
|
|
—
|
|
|
221,349
|
|
|
—
|
|
|
221,349
|
|
|||||
DRIP
|
|
—
|
|
|
—
|
|
|
3,262
|
|
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—
|
|
|
3,262
|
|
|||||
Private offering
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
14,000
|
|
|||||
Stock dividends
|
|
52
|
|
|
—
|
|
|
1,858
|
|
|
—
|
|
|
1,910
|
|
|||||
Total offering
|
|
7,052
|
|
|
—
|
|
|
233,469
|
|
|
—
|
|
|
240,521
|
|
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(1)
|
Amount relates to notes payable issued to investors in the private offering.
|
(2)
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Subscriptions from Pennsylvania residents will not be released from escrow until subscriptions for shares totaling at least
$75,000,000
have been received from all sources and subscriptions from Washington residents will not be released from
|
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Class T
|
|
Class W
|
|
Class I
|
|
Total
|
||||||||||||||||||||
|
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Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
(1)
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||||||||
Balance as of December 31, 2016
|
|
7,000
|
|
|
$
|
70
|
|
|
—
|
|
|
$
|
—
|
|
|
248,349
|
|
|
$
|
2,483
|
|
|
255,349
|
|
|
$
|
2,553
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
DRIP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,262
|
|
|
33
|
|
|
3,262
|
|
|
33
|
|
||||
Stock dividends
|
|
52
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,858
|
|
|
18
|
|
|
1,910
|
|
|
19
|
|
||||
Balance as of September 30, 2017
|
|
7,052
|
|
|
$
|
71
|
|
|
—
|
|
|
$
|
—
|
|
|
253,469
|
|
|
$
|
2,534
|
|
|
260,521
|
|
|
$
|
2,605
|
|
|
(1)
|
Includes
20,000
shares of Class I common stock sold to BCI IV Advisors LLC (the “Advisor”) in November 2014.
|
|
|
Amount
|
||||||||||||||||||
|
|
Declared per
Common Share (1) |
|
Paid
in Cash |
|
Reinvested
in Shares |
|
Distribution
Fees (2) |
|
Gross
Distributions (3) |
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|
|
$
|
70,697
|
|
|
$
|
31,242
|
|
|
$
|
—
|
|
|
$
|
101,939
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31 (4)
|
|
$
|
0.12950
|
|
|
$
|
7,517
|
|
|
$
|
3,604
|
|
|
$
|
—
|
|
|
$
|
11,121
|
|
|
(1)
|
Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share, per Class W share, and per Class I share of common stock. The quarterly distributions on Class T shares and Class W shares of
|
(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 5
” for further detail regarding distribution fees. Since no Class T shares nor Class W shares had been issued in connection with the Initial Public Offering as of September 30, 2017,
no
distribution fees had been incurred as of
September 30, 2017
.
|
(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
.
|
Quarter Ended
|
|
Shares
|
|
Amount
|
|||
September 30, 2017
|
|
982
|
|
|
$
|
9,809
|
|
June 30, 2017
|
|
964
|
|
|
9,623
|
|
|
March 31, 2017
|
|
946
|
|
|
9,443
|
|
|
Total
|
|
2,892
|
|
|
$
|
28,875
|
|
|
|
As of September 30, 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
|
|
|
|
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 Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Fees deferred
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other expenses supported
|
|
469,447
|
|
|
—
|
|
|
1,160,416
|
|
|
—
|
|
||||
Total expense support from Advisor (1)
|
|
$
|
469,447
|
|
|
$
|
—
|
|
|
$
|
1,160,416
|
|
|
$
|
—
|
|
|
(1)
|
As of
September 30, 2017
,
$251,174
of expense support was payable to the Company by the Advisor.
|
|
|
|
|
|
|
|
|
Notes to
|
|
|
||||||||||
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Stockholders (1)
|
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (2)
|
|
$
|
4,812,348
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
6,812,348
|
|
DRIP (2)
|
|
—
|
|
|
—
|
|
|
34,846
|
|
|
—
|
|
|
34,846
|
|
|||||
Private offering
|
|
62,300
|
|
|
—
|
|
|
62,300
|
|
|
375,400
|
|
|
500,000
|
|
|||||
Total offering
|
|
$
|
4,874,648
|
|
|
$
|
—
|
|
|
$
|
2,097,146
|
|
|
$
|
375,400
|
|
|
$
|
7,347,194
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
459,579
|
|
|
—
|
|
|
221,349
|
|
|
—
|
|
|
680,928
|
|
|||||
DRIP
|
|
—
|
|
|
—
|
|
|
3,631
|
|
|
—
|
|
|
3,631
|
|
|||||
Private offering
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
14,000
|
|
|||||
Stock dividends (3)
|
|
79
|
|
|
6,250
|
|
|
2,814
|
|
|
—
|
|
|
9,143
|
|
|||||
Total offering
|
|
466,658
|
|
|
6,250
|
|
|
234,794
|
|
|
—
|
|
|
707,702
|
|
|
(1)
|
Amount relates to notes payable issued to investors in the private offering.
|
(2)
|
Subscriptions from Pennsylvania residents will not be released from escrow until subscriptions for shares totaling at least
$75,000,000
have been received from all sources and subscriptions from Washington residents will not be released from escrow until subscriptions for shares totaling at least
$10,000,000
have been received from all sources. As of November 2, 2017, the Company had raised sufficient offering proceeds to satisfy the minimum offering requirements for Ohio. Accordingly, the Company is no longer required to deposit offering proceeds from Ohio residents in an escrow account.
|
(3)
|
In addition to the stock dividends described in “
Note 3
,” the Company’s board of directors authorized the issuance of a stock dividend to all holders of Class T shares, whereby each Class T shareholder of record as of the close of business on September 29, 2017 received
50
Class W shares. This stock dividend was issued following the close of business on October 2, 2017.
|
•
|
Our ability to raise capital and effectively deploy the proceeds raised in the Initial Public Offering in accordance with our investment strategy and objectives;
|
•
|
The failure of properties to perform as we expect;
|
•
|
Risks associated with acquisitions, dispositions and development of properties;
|
•
|
Our failure to successfully integrate acquired properties and operations;
|
•
|
Unexpected delays or increased costs associated with any development projects;
|
•
|
The availability of cash flows from operating activities for distributions and capital expenditures;
|
•
|
Defaults on or non-renewal of leases by customers, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms;
|
•
|
Difficulties in economic conditions generally and the real estate, debt, and securities markets specifically;
|
•
|
Legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”);
|
•
|
Our failure to obtain, renew, or extend necessary financing or access the debt or equity markets;
|
•
|
Conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and their affiliates;
|
•
|
Risks associated with using debt to fund our business activities, including re-financing and interest rate risks;
|
•
|
Increases in interest rates, operating costs, or greater than expected capital expenditures;
|
•
|
Changes to GAAP; and
|
•
|
Our ability to continue to qualify as a REIT.
|
•
|
Preserving and protecting our stockholders’ capital contributions;
|
•
|
Providing current income to our stockholders in the form of regular cash distributions; and
|
•
|
Realizing capital appreciation upon the potential sale of our assets or other liquidity events.
|
|
|
Source of Cash Distributions
|
|
|
||||||||||||||||||||||||||||
|
|
Provided by
|
|
Provided by
|
|
Proceeds
|
|
Proceeds from
|
|
|
||||||||||||||||||||||
|
|
Expense
|
|
Operating
|
|
from Financing
|
|
Issuance of
|
|
Gross
|
||||||||||||||||||||||
|
|
Support (1)
|
|
Activities
|
|
Activities
|
|
DRIP Shares (2)
|
|
Distributions (3)
|
||||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
$
|
70,697
|
|
|
69.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
31,242
|
|
|
30.6
|
%
|
|
$
|
101,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31 (4)
|
|
$
|
7,517
|
|
|
67.6
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3,604
|
|
|
32.4
|
%
|
|
$
|
11,121
|
|
|
(1)
|
For the quarters ended September 30, 2017, June 30, 2017, March 31, 2017 and December 31, 2016, the Advisor provided expense support of $
469,447
, $372,773, $318,196 and $149,499, respectively. See “
Note 5
to the Condensed Consolidated Financial Statements” for further details.
|
(2)
|
Stockholders may elect to have cash distributions reinvested in shares of our common stock through our distribution reinvestment plan.
|
(3)
|
Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of the Initial Public Offering. Since no Class T shares or Class W shares have been issued in connection with the Initial Public Offering, no distribution fees have been incurred as of
September 30, 2017
.
|
(4)
|
The Initial Quarter commenced on November 30, 2016, which is the date we broke escrow, and ended on December 31, 2016.
|
|
|
|
|
|
|
|
|
Notes to
|
|
|
||||||||||
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Stockholders (1)
|
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering (2)
|
|
$
|
4,812,348
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
6,812,348
|
|
DRIP (2)
|
|
—
|
|
|
—
|
|
|
34,846
|
|
|
—
|
|
|
34,846
|
|
|||||
Private offering
|
|
62,300
|
|
|
—
|
|
|
62,300
|
|
|
375,400
|
|
|
500,000
|
|
|||||
Total offering
|
|
$
|
4,874,648
|
|
|
$
|
—
|
|
|
$
|
2,097,146
|
|
|
$
|
375,400
|
|
|
$
|
7,347,194
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
459,579
|
|
|
—
|
|
|
221,349
|
|
|
—
|
|
|
680,928
|
|
|||||
DRIP
|
|
—
|
|
|
—
|
|
|
3,631
|
|
|
—
|
|
|
3,631
|
|
|||||
Private offering
|
|
7,000
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
14,000
|
|
|||||
Stock dividends (3)
|
|
79
|
|
|
6,250
|
|
|
2,814
|
|
|
—
|
|
|
9,143
|
|
|||||
Total offering
|
|
466,658
|
|
|
6,250
|
|
|
234,794
|
|
|
—
|
|
|
707,702
|
|
|
(1)
|
Amount relates to notes payable issued to investors in the private offering.
|
(2)
|
Subscriptions from Pennsylvania residents will not be released from escrow until subscriptions for shares totaling at least
$75,000,000
have been received from all sources and subscriptions from Washington residents will not be released from
|
(3)
|
In addition to the stock dividends described in “
Note 3 to the Condensed Consolidated Financial Statements
,” our board of directors authorized the issuance of a stock dividend to all holders of Class T shares, whereby each Class T shareholder of record as of the close of business on September 29, 2017 received 50 Class W shares. This stock dividend was issued following the close of business on October 2, 2017.
|
•
|
the continuation, renewal or enforcement of our agreements with the Advisor and its affiliates, including the Advisory Agreement and the Dealer Manager Agreement;
|
•
|
recommendations to our board of directors with respect to developing, overseeing, implementing and coordinating our NAV procedures, or the decision to adjust the value of certain of our assets or liabilities if the Advisor is responsible for valuing them;
|
•
|
public offerings of equity by us, which may result in increased advisory fees for the Advisor;
|
•
|
competition for customers from entities sponsored or advised by affiliates of our Sponsor that own properties in the same geographic area as us; and
|
•
|
investments through a joint venture or other co‑ownership arrangements, which may result in increased fees for the Advisor.
|
•
|
two out of every three potential development investments; provided that BTC II will have the first option to pursue all potential development investments prior to March 31, 2018, and four out of every five potential development investments thereafter and prior to March 31, 2019;
|
•
|
one out of every three potential value‑add investments; and
|
•
|
one out of every four potential core investments.
|
•
|
Overall investment objectives, strategy and criteria, including product type and style of investing (for example, core, core plus, value‑add and 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 Industrial Investment 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 Industrial Investment;
|
•
|
Availability of financing;
|
•
|
Cost of capital;
|
•
|
Ability to service any debt associated with the Industrial Investment;
|
•
|
Risk return profiles;
|
•
|
Targeted distribution rates;
|
•
|
Anticipated future pipeline of suitable investments;
|
•
|
Expected holding period of the Industrial Investment and the applicable entity’s remaining term;
|
•
|
Whether the applicable entity still is in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage;
|
•
|
Whether the applicable entity was formed for the purpose of making a particular type of investment;
|
•
|
Affiliate and/or related party considerations;
|
•
|
The anticipated cash flow of the applicable entity and the asset;
|
•
|
Tax effects of the acquisition, including on REIT or partnership qualifications;
|
•
|
The size of the Industrial Investment; and
|
•
|
The amount of funds available to each program and the length of time such funds have been available for investment.
|
|
|
For the Period
|
||
|
|
from Inception
|
||
|
|
(August 12, 2014) to
|
||
|
|
September 30, 2017
|
||
Gross offering proceeds
|
|
$
|
2,031,167
|
|
|
|
|
||
Selling commissions (1)
|
|
$
|
—
|
|
Dealer manager fees (1)
|
|
—
|
|
|
Offering costs
|
|
186,811
|
|
|
Total direct selling costs incurred related to public offering (1)(2)
|
|
$
|
186,811
|
|
|
|
|
||
Offering proceeds, net of direct selling costs
|
|
$
|
1,844,356
|
|
|
(1)
|
There were no selling commissions, dealer manager fees nor distribution fees incurred as the gross offering proceeds were raised through investments by certain of our officers and officers of the Advisor and its affiliates, directly or indirectly, net of such commissions and fees.
|
(2)
|
No distribution fees have been incurred. Any distribution fees payable with respect to Class T shares and Class W shares will be excluded from this amount, as they will not be paid at the time of sale and are not intended to be a principal use of offering proceeds. Rather, they will reduce the distributions payable to stockholders with respect to Class T shares and Class W shares.
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
3.1
|
|
|
|
|
|
3.2*
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
101
|
|
The following materials from Black Creek Industrial REIT IV Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed on November 9, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
|
November 9, 2017
|
By:
|
|
/
S
/ D
WIGHT
L. M
ERRIMAN
III
|
|
|
|
Dwight L. Merriman III
|
|
|
|
Managing Director, Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
November 9, 2017
|
By:
|
|
/
S
/ T
HOMAS
G. M
CGONAGLE
|
|
|
|
Thomas G. McGonagle
|
|
|
|
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Black Creek Industrial REIT IV Inc. (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
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;
|
b.
|
Intentionally omitted;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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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November 9, 2017
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/s/ DWIGHT L. MERRIMAN III
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Dwight L. Merriman III
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Managing Director, Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Black Creek Industrial REIT IV Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Intentionally omitted;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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November 9, 2017
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/s/ THOMAS G. MCGONAGLE
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Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 9, 2017
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/s/ DWIGHT L. MERRIMAN III
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Dwight L. Merriman III
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Managing Director, Chief Executive Officer
(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 9, 2017
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/s/ THOMAS G. MCGONAGLE
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Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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