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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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47-1592886
|
(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
|
|
||
518 Seventeenth Street, 17th Floor
Denver, CO
|
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80202
|
(Address of principal executive offices)
|
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(Zip code)
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Large accelerated filer
|
¨
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Accelerated filer
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¨
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Smaller reporting company
|
x
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|
|
|
|
|
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Non-accelerated filer
|
x
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Emerging growth company
|
x
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Page
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Item 1.
|
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||
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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
|
||||||
(in thousands, except per share data)
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Net investment in real estate properties
|
|
$
|
879,381
|
|
|
$
|
878,721
|
|
Cash and cash equivalents
|
|
424,796
|
|
|
51,178
|
|
||
Straight-line and tenant receivables
|
|
5,823
|
|
|
4,590
|
|
||
Due from affiliates
|
|
711
|
|
|
153
|
|
||
Acquisition deposits
|
|
6,000
|
|
|
500
|
|
||
Other assets
|
|
1,405
|
|
|
3,631
|
|
||
Total assets
|
|
$
|
1,318,116
|
|
|
$
|
938,773
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
5,084
|
|
|
$
|
5,258
|
|
Debt, net
|
|
353,411
|
|
|
460,211
|
|
||
Due to affiliates
|
|
20,760
|
|
|
30,538
|
|
||
Distributions payable
|
|
4,549
|
|
|
2,241
|
|
||
Distribution fees payable to affiliates
|
|
36,289
|
|
|
16,467
|
|
||
Other liabilities
|
|
26,468
|
|
|
16,855
|
|
||
Total liabilities
|
|
446,561
|
|
|
531,570
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
||||
Redeemable noncontrolling interest
|
|
3,634
|
|
|
724
|
|
||
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, 92,954 and 45,240 shares issued and outstanding, respectively
|
|
929
|
|
|
452
|
|
||
Class W common stock, $0.01 par value per share - 75,000 shares authorized, 4,697 and 2,736 shares issued and outstanding, respectively
|
|
47
|
|
|
27
|
|
||
Class I common stock, $0.01 par value per share - 225,000 shares authorized, 2,151 and 1,299 shares issued and outstanding, respectively
|
|
21
|
|
|
13
|
|
||
Additional paid-in capital
|
|
933,087
|
|
|
451,526
|
|
||
Accumulated deficit
|
|
(56,089
|
)
|
|
(47,730
|
)
|
||
Accumulated other comprehensive income
|
|
(10,075
|
)
|
|
2,190
|
|
||
Total stockholders’ equity
|
|
867,920
|
|
|
406,478
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total equity
|
|
867,921
|
|
|
406,479
|
|
||
Total liabilities and equity
|
|
$
|
1,318,116
|
|
|
$
|
938,773
|
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands, except per share data)
|
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
|
||||
Rental revenues
|
|
$
|
16,777
|
|
|
$
|
5,963
|
|
Total revenues
|
|
16,777
|
|
|
5,963
|
|
||
Operating expenses:
|
|
|
|
|
||||
Rental expenses
|
|
4,088
|
|
|
1,422
|
|
||
Real estate-related depreciation and amortization
|
|
9,720
|
|
|
3,128
|
|
||
General and administrative expenses
|
|
822
|
|
|
605
|
|
||
Advisory fees, related party
|
|
2,060
|
|
|
1,188
|
|
||
Acquisition costs and reimbursements
|
|
859
|
|
|
878
|
|
||
Other expense reimbursements, related party
|
|
829
|
|
|
472
|
|
||
Total operating expenses
|
|
18,378
|
|
|
7,693
|
|
||
Other expenses:
|
|
|
|
|
||||
Interest expense and other
|
|
2,876
|
|
|
1,201
|
|
||
Total other expenses
|
|
2,876
|
|
|
1,201
|
|
||
Total expenses before expense support
|
|
21,254
|
|
|
8,894
|
|
||
Total expense support from (reimbursement to) the Advisor, net
|
|
4,534
|
|
|
(2,205
|
)
|
||
Net expenses after expense support
|
|
(16,720
|
)
|
|
(11,099
|
)
|
||
Net income (loss)
|
|
57
|
|
|
(5,136
|
)
|
||
Net (income) loss attributable to redeemable noncontrolling interest
|
|
—
|
|
|
14
|
|
||
Net (income) loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
||
Net income (loss) attributable to common stockholders
|
|
$
|
57
|
|
|
$
|
(5,122
|
)
|
Weighted-average shares outstanding
|
|
74,633
|
|
|
25,997
|
|
||
Net income (loss) per common share - basic and diluted
|
|
$
|
0.00
|
|
|
$
|
(0.20
|
)
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Net income (loss)
|
|
$
|
57
|
|
|
$
|
(5,136
|
)
|
Change from cash flow hedging derivatives
|
|
(12,325
|
)
|
|
—
|
|
||
Comprehensive loss
|
|
$
|
(12,268
|
)
|
|
$
|
(5,136
|
)
|
Comprehensive loss attributable to redeemable noncontrolling interests
|
|
60
|
|
|
—
|
|
||
Comprehensive loss attributable to common stockholders
|
|
$
|
(12,208
|
)
|
|
$
|
(5,136
|
)
|
|
|
Stockholders’ Equity
|
|
|
|
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2018
|
|
20,265
|
|
|
$
|
203
|
|
|
$
|
180,125
|
|
|
$
|
(8,556
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
171,773
|
|
Net loss ($14 allocated to redeemable noncontrolling interest)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,122
|
)
|
|
—
|
|
|
—
|
|
|
(5,122
|
)
|
||||||
Issuance of common stock
|
|
8,511
|
|
|
84
|
|
|
88,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,434
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
303
|
|
||||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(4,768
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,768
|
)
|
||||||
Trailing distribution fees
|
|
—
|
|
|
—
|
|
|
(3,612
|
)
|
|
620
|
|
|
—
|
|
|
—
|
|
|
(2,992
|
)
|
||||||
Redemptions of common stock
|
|
(76
|
)
|
|
(1
|
)
|
|
(763
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(764
|
)
|
||||||
Distributions to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,542
|
)
|
|
—
|
|
|
—
|
|
|
(3,542
|
)
|
||||||
Redemption value allocation adjustment to redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||||
Balance as of March 31, 2019
|
|
28,700
|
|
|
$
|
286
|
|
|
$
|
259,611
|
|
|
$
|
(16,600
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
243,298
|
|
FOR THE THREE MONTHS ENDED MARCH 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2019
|
|
49,275
|
|
|
$
|
492
|
|
|
$
|
451,526
|
|
|
$
|
(47,730
|
)
|
|
$
|
2,190
|
|
|
$
|
1
|
|
|
$
|
406,479
|
|
Net income (excludes $0 attributable to redeemable noncontrolling interest)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
57
|
|
||||||
Change from cash flow hedging activities (excludes $60 attributable to redeemable noncontrolling interest)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,265
|
)
|
|
—
|
|
|
(12,265
|
)
|
||||||
Issuance of common stock
|
|
50,594
|
|
|
506
|
|
|
527,646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
528,152
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
614
|
|
||||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(24,371
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,371
|
)
|
||||||
Trailing distribution fees
|
|
—
|
|
|
—
|
|
|
(21,562
|
)
|
|
1,742
|
|
|
—
|
|
|
—
|
|
|
(19,820
|
)
|
||||||
Redemptions of common stock
|
|
(67
|
)
|
|
(1
|
)
|
|
(659
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(660
|
)
|
||||||
Distributions to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,158
|
)
|
|
—
|
|
|
—
|
|
|
(10,158
|
)
|
||||||
Redemption value allocation adjustment to redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
||||||
Balance as of March 31, 2020
|
|
99,802
|
|
|
$
|
997
|
|
|
$
|
933,087
|
|
|
$
|
(56,089
|
)
|
|
$
|
(10,075
|
)
|
|
$
|
1
|
|
|
$
|
867,921
|
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
57
|
|
|
$
|
(5,136
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Real estate-related depreciation and amortization
|
|
9,720
|
|
|
3,128
|
|
||
Straight-line rent and amortization of above- and below-market leases
|
|
(1,418
|
)
|
|
(845
|
)
|
||
Other
|
|
858
|
|
|
515
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Tenant receivables and other assets
|
|
1,712
|
|
|
243
|
|
||
Accounts payable and accrued liabilities
|
|
(2,181
|
)
|
|
776
|
|
||
Due from / to affiliates, net
|
|
(6,932
|
)
|
|
4,943
|
|
||
Net cash provided by operating activities
|
|
1,816
|
|
|
3,624
|
|
||
Investing activities:
|
|
|
|
|
||||
Real estate acquisitions
|
|
(9,473
|
)
|
|
(43,458
|
)
|
||
Acquisition deposits
|
|
(5,500
|
)
|
|
—
|
|
||
Capital expenditures
|
|
(911
|
)
|
|
(130
|
)
|
||
Net cash used in investing activities
|
|
(15,884
|
)
|
|
(43,588
|
)
|
||
Financing activities:
|
|
|
|
|
||||
Proceeds from line of credit
|
|
—
|
|
|
28,000
|
|
||
Repayments of line of credit
|
|
(107,000
|
)
|
|
(147,000
|
)
|
||
Proceeds from term loan
|
|
—
|
|
|
90,000
|
|
||
Debt issuance costs paid
|
|
(45
|
)
|
|
(1,315
|
)
|
||
Proceeds from issuance of common stock
|
|
501,833
|
|
|
83,266
|
|
||
Offering costs paid upon issuance of common stock
|
|
(2,512
|
)
|
|
—
|
|
||
Distributions paid to common stockholders and to redeemable noncontrolling interest holders
|
|
(2,600
|
)
|
|
(1,058
|
)
|
||
Distribution fees paid to affiliates
|
|
(1,330
|
)
|
|
(553
|
)
|
||
Redemptions of common stock
|
|
(660
|
)
|
|
(764
|
)
|
||
Net cash provided by financing activities
|
|
387,686
|
|
|
50,576
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
|
373,618
|
|
|
10,612
|
|
||
Cash, cash equivalents and restricted cash, at beginning of period
|
|
51,178
|
|
|
19,021
|
|
||
Cash, cash equivalents and restricted cash, at end of period
|
|
$
|
424,796
|
|
|
$
|
29,633
|
|
($ in thousands)
|
|
Acquisition Date
|
|
Number of Buildings
|
|
Total Purchase Price (1)
|
||
Norcross Industrial Center
|
|
3/23/2020
|
|
1
|
|
$
|
9,505
|
|
|
(1)
|
Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2020 acquisition.
|
(in thousands)
|
|
For the Three Months Ended March 31, 2020
|
||
Land
|
|
$
|
4,086
|
|
Building and improvements
|
|
5,419
|
|
|
Total purchase price (1)
|
|
$
|
9,505
|
|
|
(1)
|
Total purchase price is equal to the total consideration paid plus any debt assumed at fair value.
|
|
|
As of
|
||||||
(in thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Land
|
|
$
|
265,706
|
|
|
$
|
261,620
|
|
Building and improvements
|
|
570,970
|
|
|
564,669
|
|
||
Intangible lease assets
|
|
77,297
|
|
|
77,294
|
|
||
Construction in progress
|
|
1,170
|
|
|
1,126
|
|
||
Investment in real estate properties
|
|
915,143
|
|
|
904,709
|
|
||
Less accumulated depreciation and amortization
|
|
(35,762
|
)
|
|
(25,988
|
)
|
||
Net investment in real estate properties
|
|
$
|
879,381
|
|
|
$
|
878,721
|
|
|
|
As of March 31, 2020
|
|
As of December 31, 2019
|
||||||||||||||||||||
(in thousands)
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
Intangible lease assets (1)
|
|
$
|
75,790
|
|
|
$
|
(16,277
|
)
|
|
$
|
59,513
|
|
|
$
|
75,787
|
|
|
$
|
(11,734
|
)
|
|
$
|
64,053
|
|
Above-market lease assets (1)
|
|
1,507
|
|
|
(295
|
)
|
|
1,212
|
|
|
1,507
|
|
|
(211
|
)
|
|
1,296
|
|
||||||
Below-market lease liabilities (2)
|
|
(13,199
|
)
|
|
3,281
|
|
|
(9,918
|
)
|
|
(13,199
|
)
|
|
2,494
|
|
|
(10,705
|
)
|
|
(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.
|
|
|
Estimated Net Amortization
|
||||||||||
(in thousands)
|
|
Intangible
Lease Assets |
|
Above-Market
Lease Assets |
|
Below-Market
Lease Liabilities |
||||||
Remainder of 2020
|
|
$
|
12,150
|
|
|
$
|
257
|
|
|
$
|
2,080
|
|
2021
|
|
13,975
|
|
|
314
|
|
|
2,329
|
|
|||
2022
|
|
10,356
|
|
|
261
|
|
|
1,673
|
|
|||
2023
|
|
7,442
|
|
|
192
|
|
|
977
|
|
|||
2024
|
|
4,687
|
|
|
50
|
|
|
671
|
|
|||
Thereafter
|
|
10,903
|
|
|
138
|
|
|
2,188
|
|
|||
Total
|
|
$
|
59,513
|
|
|
$
|
1,212
|
|
|
$
|
9,918
|
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Increase (Decrease) to Rental Revenue:
|
|
|
|
|
||||
Straight-line rent adjustments
|
|
$
|
715
|
|
|
$
|
557
|
|
Above-market lease amortization
|
|
(84
|
)
|
|
(17
|
)
|
||
Below-market lease amortization
|
|
787
|
|
|
305
|
|
||
Real Estate-Related Depreciation and Amortization:
|
|
|
|
|
||||
Depreciation expense
|
|
$
|
5,147
|
|
|
$
|
1,718
|
|
Intangible lease asset amortization
|
|
4,573
|
|
|
1,410
|
|
|
|
Weighted-Average Effective Interest Rate as of
|
|
|
|
Balance as of
|
||||||||||
($ in thousands)
|
|
March 31,
2020 |
|
December 31,
2019 |
|
Maturity Date
|
|
March 31,
2020 |
|
December 31,
2019 |
||||||
Line of credit (1)
|
|
2.49
|
%
|
|
3.26
|
%
|
|
November 2023
|
|
$
|
—
|
|
|
$
|
107,000
|
|
Term loan (2)
|
|
2.63
|
|
|
2.85
|
|
|
February 2024
|
|
307,500
|
|
|
307,500
|
|
||
Fixed-rate mortgage notes (3)
|
|
3.71
|
|
|
3.71
|
|
|
August 2024 - December 2027
|
|
49,250
|
|
|
49,250
|
|
||
Total principal amount / weighted-average (4)
|
|
2.78
|
%
|
|
3.04
|
%
|
|
|
|
$
|
356,750
|
|
|
$
|
463,750
|
|
Less unamortized debt issuance costs
|
|
|
|
|
|
|
|
$
|
(4,349
|
)
|
|
$
|
(4,602
|
)
|
||
Add mark-to-market adjustment on assumed debt, net
|
|
|
|
|
|
|
|
1,010
|
|
|
1,063
|
|
||||
Total debt, net
|
|
|
|
|
|
|
|
$
|
353,411
|
|
|
$
|
460,211
|
|
||
Gross book value of properties encumbered by debt
|
|
|
|
|
|
|
|
$
|
116,405
|
|
|
$
|
117,049
|
|
|
(1)
|
The effective interest rate is calculated based on either: (i) the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.30% to 2.10%; or (ii) an alternative base rate plus a margin ranging from 0.30% to 1.10%, each depending on the Company’s consolidated leverage ratio. Customary fall-back provisions apply if LIBOR is unavailable. The line of credit is available for general corporate purposes including, but not limited to, the acquisition and operation of permitted
|
(2)
|
The effective interest rate is calculated based on either (i) LIBOR plus a margin ranging from 1.25% to 2.05%; or (ii) an alternative base rate plus a margin ranging from 0.25% to 1.05%, depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements. As of March 31, 2020, total commitments for the term loan were $415.0 million, and the unused and available portions under the term loan were both $107.5 million. This term loan is available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by the Company.
|
(3)
|
Interest rates range from 3.59% to 3.75%. The assets and credit of each of the Company’s properties pledged as collateral for the Company’s mortgage notes are not available to satisfy the Company’s other debt and obligations, unless the Company first satisfies the mortgage notes payable on the respective underlying properties.
|
(4)
|
The weighted-average remaining term of the Company’s debt was approximately 4.1 years as of March 31, 2020, excluding any extension options on the line of credit.
|
(in thousands)
|
|
Line of Credit (1)
|
|
Term Loan
|
|
Mortgage Notes
|
|
Total
|
||||||||
Remainder of 2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2024
|
|
—
|
|
|
307,500
|
|
|
38,000
|
|
|
345,500
|
|
||||
Thereafter
|
|
—
|
|
|
—
|
|
|
11,250
|
|
|
11,250
|
|
||||
Total principal payments
|
|
$
|
—
|
|
|
$
|
307,500
|
|
|
$
|
49,250
|
|
|
$
|
356,750
|
|
|
(1)
|
The line of credit matures in November 2023 and the term may be extended pursuant to a one-year extension option, subject to certain conditions.
|
($ in thousands)
|
|
Number of
Contracts |
|
Notional
Amount |
|
Balance Sheet
Location |
|
Fair
Value |
||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps (1)
|
|
7
|
|
$
|
350,000
|
|
|
Other liabilities
|
|
$
|
(10,135
|
)
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
4
|
|
$
|
200,000
|
|
|
Other assets
|
|
$
|
2,190
|
|
|
(1)
|
Includes one interest rate swap with a notional amount of $50.0 million that will become effective on May 26, 2020.
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Derivative Instruments Designated as Cash Flow Hedges
|
|
|
|
|
||||
Loss recognized in AOCI
|
|
$
|
(12,141
|
)
|
|
$
|
—
|
|
Amount reclassified from AOCI into interest expense
|
|
(184
|
)
|
|
—
|
|
||
Total interest expense and other presented in the condensed consolidated statements of operations in which the effects of the cash flow hedges are recorded
|
|
2,876
|
|
|
—
|
|
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value |
||||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
|
$
|
—
|
|
|
$
|
(10,135
|
)
|
|
$
|
—
|
|
|
$
|
(10,135
|
)
|
Total liabilities measured at fair value
|
|
$
|
—
|
|
|
$
|
(10,135
|
)
|
|
$
|
—
|
|
|
$
|
(10,135
|
)
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
|
$
|
—
|
|
|
$
|
2,190
|
|
|
$
|
—
|
|
|
$
|
2,190
|
|
Total assets measured at fair value
|
|
$
|
—
|
|
|
$
|
2,190
|
|
|
$
|
—
|
|
|
$
|
2,190
|
|
|
|
As of March 31, 2020
|
|
As of December 31, 2019
|
||||||||||||
(in thousands)
|
|
Carrying
Value (1) |
|
Fair
Value |
|
Carrying
Value (1) |
|
Fair
Value |
||||||||
Line of credit
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107,000
|
|
|
$
|
107,000
|
|
Term loan
|
|
307,500
|
|
|
301,772
|
|
|
307,500
|
|
|
307,500
|
|
||||
Fixed rate mortgage notes
|
|
49,250
|
|
|
49,700
|
|
|
49,250
|
|
|
50,326
|
|
|
(1)
|
The carrying value reflects the principal amount outstanding.
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Total
|
||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
||||||||
Primary offering
|
|
$
|
963,819
|
|
|
$
|
47,258
|
|
|
$
|
18,852
|
|
|
$
|
1,029,929
|
|
DRIP
|
|
14,459
|
|
|
601
|
|
|
405
|
|
|
15,465
|
|
||||
Total offering
|
|
$
|
978,278
|
|
|
$
|
47,859
|
|
|
$
|
19,257
|
|
|
$
|
1,045,394
|
|
Number of shares issued:
|
|
|
|
|
|
|
|
|
||||||||
Primary offering
|
|
91,707
|
|
|
4,703
|
|
|
1,895
|
|
|
98,305
|
|
||||
DRIP
|
|
1,440
|
|
|
60
|
|
|
41
|
|
|
1,541
|
|
||||
Stock grants
|
|
—
|
|
|
6
|
|
|
3
|
|
|
9
|
|
||||
Total offering
|
|
93,147
|
|
|
4,769
|
|
|
1,939
|
|
|
99,855
|
|
(in thousands)
|
|
Class T
Shares |
|
Class W
Shares |
|
Class I
Shares |
|
Total
Shares |
||||
FOR THE THREE MONTHS ENDED MARCH 31, 2019
|
|
|
|
|
|
|
|
|
||||
Balance as of December 31, 2018
|
|
19,759
|
|
|
161
|
|
|
345
|
|
|
20,265
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|||
Primary shares
|
|
7,640
|
|
|
463
|
|
|
177
|
|
|
8,280
|
|
DRIP
|
|
150
|
|
|
2
|
|
|
3
|
|
|
155
|
|
Stock grants
|
|
—
|
|
|
—
|
|
|
76
|
|
|
76
|
|
Redemptions
|
|
(7
|
)
|
|
—
|
|
|
(69
|
)
|
|
(76
|
)
|
Balance as of March 31, 2019
|
|
27,542
|
|
|
626
|
|
|
532
|
|
|
28,700
|
|
FOR THE THREE MONTHS ENDED MARCH 31, 2020
|
|
|
|
|
|
|
|
|
||||
Balance as of December 31, 2019
|
|
45,240
|
|
|
2,736
|
|
|
1,299
|
|
|
49,275
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
||||
Primary shares
|
|
47,391
|
|
|
1,965
|
|
|
642
|
|
|
49,998
|
|
DRIP
|
|
363
|
|
|
23
|
|
|
10
|
|
|
396
|
|
Stock grants
|
|
—
|
|
|
—
|
|
|
200
|
|
|
200
|
|
Redemptions
|
|
(40
|
)
|
|
(27
|
)
|
|
—
|
|
|
(67
|
)
|
Balance as of March 31, 2020
|
|
92,954
|
|
|
4,697
|
|
|
2,151
|
|
|
99,802
|
|
|
|
Amount
|
||||||||||||||||||
(in thousands,
except per share data) |
|
Declared per
Common Share (1) |
|
Paid
in Cash |
|
Reinvested
in Shares |
|
Distribution
Fees (2) |
|
Gross
Distributions (3) |
||||||||||
2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31
|
|
$
|
0.13625
|
|
|
$
|
3,340
|
|
|
$
|
5,076
|
|
|
$
|
1,742
|
|
|
$
|
10,158
|
|
Total
|
|
$
|
0.13625
|
|
|
$
|
3,340
|
|
|
$
|
5,076
|
|
|
$
|
1,742
|
|
|
$
|
10,158
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
|
$
|
0.13625
|
|
|
$
|
2,058
|
|
|
$
|
3,242
|
|
|
$
|
1,105
|
|
|
$
|
6,405
|
|
September 30
|
|
0.13625
|
|
|
1,841
|
|
|
2,866
|
|
|
992
|
|
|
5,699
|
|
|||||
June 30
|
|
0.13625
|
|
|
1,558
|
|
|
2,319
|
|
|
818
|
|
|
4,695
|
|
|||||
March 31
|
|
0.13625
|
|
|
1,178
|
|
|
1,744
|
|
|
620
|
|
|
3,542
|
|
|||||
Total
|
|
$
|
0.54500
|
|
|
$
|
6,635
|
|
|
$
|
10,171
|
|
|
$
|
3,535
|
|
|
$
|
20,341
|
|
|
(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. 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 are reduced by the respective distribution fees that are 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 public offerings only.
|
(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 Company’s public offerings.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Number of eligible shares redeemed
|
|
67,138
|
|
|
76,288
|
|
||
Aggregate dollar amount of shares redeemed
|
|
$
|
659,829
|
|
|
$
|
764,277
|
|
Average redemption price per share
|
|
$
|
9.83
|
|
|
$
|
10.02
|
|
|
|
For the Three Months Ended March 31,
|
|
Payable as of
|
||||||||||||
|
|
|
March 31,
2020 |
|
December 31,
2019 |
|||||||||||
(in thousands)
|
|
2020
|
|
2019
|
|
|
||||||||||
Expensed:
|
|
|
|
|
|
|
|
|
||||||||
Advisory fee—fixed component
|
|
$
|
1,785
|
|
|
$
|
670
|
|
|
$
|
599
|
|
|
$
|
593
|
|
Advisory fee—performance component
|
|
275
|
|
|
518
|
|
|
275
|
|
|
2,913
|
|
||||
Acquisition expense reimbursements (1)
|
|
701
|
|
|
878
|
|
|
221
|
|
|
182
|
|
||||
Other expense reimbursements (2)
|
|
829
|
|
|
472
|
|
|
102
|
|
|
473
|
|
||||
Total
|
|
$
|
3,590
|
|
|
$
|
2,538
|
|
|
$
|
1,197
|
|
|
$
|
4,161
|
|
Additional Paid-In Capital:
|
|
|
|
|
|
|
|
|
||||||||
Selling commissions
|
|
$
|
12,858
|
|
|
$
|
1,818
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dealer manager fees
|
|
9,492
|
|
|
1,801
|
|
|
—
|
|
|
—
|
|
||||
Offering costs (3)
|
|
2,021
|
|
|
1,149
|
|
|
20,609
|
|
|
21,269
|
|
||||
Distribution fees—current
|
|
1,743
|
|
|
620
|
|
|
802
|
|
|
389
|
|
||||
Distribution fees—trailing (4)
|
|
19,819
|
|
|
2,992
|
|
|
36,289
|
|
|
16,467
|
|
||||
Total
|
|
$
|
45,933
|
|
|
$
|
8,380
|
|
|
$
|
57,700
|
|
|
$
|
38,125
|
|
|
(1)
|
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. Beginning January 1, 2020, the Company either pays directly or reimburses the Advisor for such expenses.
|
(2)
|
Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the advisory agreement. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of the Company’s named executive officers, related to services for which the Advisor does not otherwise receive a separate fee. A portion of the compensation received by certain employees of the Advisor and its affiliates may be in the form of a restricted stock grant awarded by the Company. The Company shows these as reimbursements to the Advisor to the same extent that the Company recognizes the related share-based compensation on its condensed consolidated statements of operations. The Company reimbursed the Advisor approximately $0.8 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively, for such compensation expenses. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.
|
(3)
|
The Company is reimbursing the Advisor for all organization and offering costs incurred on its behalf as of December 31, 2019 ratably over 60 months. Beginning January 1, 2020, the Company either pays directly or reimburses the Advisor for offering costs as and when incurred.
|
(4)
|
The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the condensed consolidated balance sheets. Additionally, the Company accrues for estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which are included in distribution fees payable to affiliates on the condensed consolidated balance sheets. All or a portion of the distribution fees are reallowed or advanced by the Dealer Manager to unaffiliated participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class W shares.
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Fees deferred
|
|
$
|
1,785
|
|
|
$
|
670
|
|
Other expenses supported
|
|
2,749
|
|
|
625
|
|
||
Total expense support from Advisor
|
|
4,534
|
|
|
1,295
|
|
||
Reimbursement of previously deferred fees and other expenses supported
|
|
—
|
|
|
(3,500
|
)
|
||
Total expense support from (reimbursement to) Advisor, net (1)
|
|
$
|
4,534
|
|
|
$
|
(2,205
|
)
|
|
(1)
|
As of March 31, 2020, approximately $1.2 million of expense support was payable to the Company by the Advisor and is included in due from affiliates on the condensed consolidated balance sheets. As of December 31, 2019, approximately $5.4 million was payable to the Advisor by the Company, and is included in due to affiliates on the condensed consolidated balance sheets.
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Distributions payable
|
|
$
|
4,549
|
|
|
$
|
1,310
|
|
Distribution fees payable to affiliates
|
|
36,289
|
|
|
10,450
|
|
||
Distributions reinvested in common stock
|
|
3,970
|
|
|
1,547
|
|
||
Accrued offering costs
|
|
20,609
|
|
|
15,269
|
|
||
Redeemable noncontrolling interest issued as settlement of performance component of the advisory fee
|
|
2,913
|
|
|
723
|
|
||
Accrued acquisition expense reimbursements
|
|
221
|
|
|
3,728
|
|
||
Non-cash selling commissions and dealer manager fees
|
|
22,350
|
|
|
3,619
|
|
|
|
For the Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Beginning of period:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
51,178
|
|
|
$
|
19,016
|
|
Restricted cash (1)
|
|
—
|
|
|
5
|
|
||
Cash, cash equivalents and restricted cash
|
|
$
|
51,178
|
|
|
$
|
19,021
|
|
End of period:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
424,796
|
|
|
$
|
29,603
|
|
Restricted cash (2)
|
|
—
|
|
|
30
|
|
||
Cash, cash equivalents and restricted cash
|
|
$
|
424,796
|
|
|
$
|
29,633
|
|
|
(1)
|
As of December 31, 2019, the Company did not have any restricted cash. As of December 31, 2018, restricted cash consisted of cash held in escrow in connection with certain estimated property improvements.
|
(2)
|
As of March 31, 2020, the Company did not have any restricted cash. As of March 31, 2019, restricted cash consisted of cash held in escrow in connection with a property acquisition.
|
•
|
Our ability to raise capital and effectively deploy the net proceeds raised in our public offerings 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, including those related to the COVID-19 pandemic;
|
•
|
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.
|
(in thousands)
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019
|
||||
Investments in industrial properties
|
|
$
|
940,950
|
|
|
$
|
923,600
|
|
Cash and cash equivalents
|
|
424,796
|
|
|
51,178
|
|
||
Other assets
|
|
13,762
|
|
|
1,423
|
|
||
Line of credit, term loan and mortgage notes
|
|
(356,750
|
)
|
|
(464,826
|
)
|
||
Other liabilities
|
|
(15,805
|
)
|
|
(11,092
|
)
|
||
Accrued performance component of advisory fee
|
|
(275
|
)
|
|
(2,913
|
)
|
||
Accrued fixed component of advisory fee
|
|
(599
|
)
|
|
(593
|
)
|
||
Aggregate Fund NAV
|
|
$
|
1,006,079
|
|
|
$
|
496,777
|
|
Total Fund Interests outstanding
|
|
99,963
|
|
|
49,302
|
|
(in thousands, except per Fund Interest data)
|
|
Total
|
|
Class T
Shares |
|
Class W
Shares |
|
Class I
Shares |
|
OP Units
|
||||||||||
Monthly NAV
|
|
$
|
1,006,079
|
|
|
$
|
935,532
|
|
|
$
|
47,278
|
|
|
$
|
19,636
|
|
|
$
|
3,633
|
|
Fund Interests outstanding
|
|
99,963
|
|
|
92,954
|
|
|
4,697
|
|
|
1,951
|
|
|
361
|
|
|||||
NAV Per Fund Interest
|
|
$
|
10.0645
|
|
|
$
|
10.0645
|
|
|
$
|
10.0645
|
|
|
$
|
10.0645
|
|
|
$
|
10.0645
|
|
|
|
Weighted-Average
Basis |
|
Exit capitalization rate
|
|
5.4
|
%
|
Discount rate / internal rate of return
|
|
6.4
|
%
|
Holding period of real properties (years)
|
|
10.0
|
|
Input
|
|
Hypothetical
Change |
|
Increase (Decrease)
to the NAV of Real Properties |
|
Exit capitalization rate (weighted-average)
|
|
0.25% decrease
|
|
3.3
|
%
|
|
|
0.25% increase
|
|
(3.0
|
)%
|
Discount rate (weighted-average)
|
|
0.25% decrease
|
|
2.0
|
%
|
|
|
0.25% increase
|
|
(2.0
|
)%
|
(as of March 31, 2020)
|
|
Trailing
Three-Months
(1)
|
|
Year-to-Date
(1)
|
|
One-Year
(Trailing
12-Months) (1)
|
|
Since NAV
Inception
Annualized (2)(3)
|
||||
Class I Share Total Return (3)
|
|
1.24
|
%
|
|
1.24
|
%
|
|
5.59
|
%
|
|
5.86
|
%
|
Adjusted Class I Share Total Return
(continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4) |
|
0.79
|
%
|
|
0.79
|
%
|
|
5.11
|
%
|
|
5.66
|
%
|
Difference
|
|
0.45
|
%
|
|
0.45
|
%
|
|
0.48
|
%
|
|
0.20
|
%
|
|
(1)
|
Performance is measured by total return, which includes income and appreciation (i.e., distributions and changes in NAV) and is a compound rate of return that assumes reinvestment of all distributions (“Total Return”) for the respective time period. Past performance is not a guarantee of future results. Performance data quoted above is historical and applies to Class I shares only. Performance is lower for other share classes due to class specific fees and would be lower if calculated assuming that distributions are not reinvested. Current performance may be higher or lower than the performance data quoted.
|
(2)
|
NAV inception for Class I shares was November 1, 2017, which is when shares of our common stock was first issued to third-party investors in our initial public offering.
|
(3)
|
The Total Returns presented are based on the actual NAVs at which stockholders transacted, calculated pursuant to our valuation procedures. From NAV Inception to January 31, 2020, these NAVs reflected mark-to-market adjustments on our borrowing-related debt instruments and our borrowing-related interest rate hedge positions.
|
(4)
|
The Adjusted Total Returns presented are based on adjusted NAVs calculated as if we had continued to mark our borrowing-related hedge and debt instruments to market following a policy change to largely exclude borrowing-related interest rate hedge and debt marks to market from our NAV calculations (except in certain circumstances pursuant to our valuation procedures), beginning with our NAV calculated as of February 29, 2020. Therefore, the NAVs used in the
|
•
|
Our NAV was $10.0645 per share as of March 31, 2020 as compared to $10.0763 per share as of December 31, 2019.
|
•
|
We raised $528.2 million of gross equity capital from our public offerings during the three months ended March 31, 2020.
|
•
|
We acquired one industrial building comprised of 0.1 million square feet for a purchase price of approximately $9.5 million, which is equal to the total consideration paid. We funded this acquisition with proceeds from our public offerings and debt financings.
|
•
|
We entered into interest rate swaps with an aggregate notional amount of $100.0 million during the first quarter of 2020 to hedge LIBOR on our term loan. These interest rate swaps, in combination with those already in place and excluding the interest rate swap described below, effectively fix LIBOR at a weighted-average of 1.23% and result in an all-in interest rate on our term loan ranging from 2.48% to 2.75%, depending on our consolidated leverage ratio. The interest rate swaps will expire in November 2023.
|
•
|
We entered into an additional interest rate swap during the first quarter of 2020 to hedge LIBOR on our term loan that will become effective on May 26, 2020. This interest rate swap has a notional amount of $50.0 million and, in combination with the interest rate swaps already in place, will effectively fix LIBOR at a weighted-average of 1.14%. This interest rate swap will expire in January 2024.
|
|
|
As of
|
|||||||
(square feet in thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|||
Portfolio data:
|
|
|
|
|
|
|
|||
Total buildings
|
|
46
|
|
|
45
|
|
|
17
|
|
Total rentable square feet
|
|
8,624
|
|
|
8,486
|
|
|
3,163
|
|
Total number of customers
|
|
101
|
|
|
103
|
|
|
30
|
|
Percent occupied of total portfolio (1)
|
|
97.1
|
%
|
|
98.7
|
%
|
|
99.3
|
%
|
Percent leased of total portfolio (1)
|
|
98.3
|
%
|
|
100.0
|
%
|
|
99.9
|
%
|
|
|
|
For the Three Months Ended
March 31, |
|
|
|
|
|||||||||
(in thousands, except per share data)
|
|
2020
|
|
2019
|
|
Change
|
|
% Change
|
|||||||
Rental revenues:
|
|
|
|
|
|
|
|
|
|||||||
Same store operating properties
|
|
$
|
5,429
|
|
|
$
|
5,362
|
|
|
$
|
67
|
|
|
1.2
|
%
|
Other properties
|
|
11,348
|
|
|
601
|
|
|
10,747
|
|
|
NM
|
|
|||
Total rental revenues
|
|
16,777
|
|
|
5,963
|
|
|
10,814
|
|
|
NM
|
|
|||
Rental expenses:
|
|
|
|
|
|
|
|
|
|||||||
Same store operating properties
|
|
1,239
|
|
|
1,254
|
|
|
(15
|
)
|
|
(1.2
|
)%
|
|||
Other properties
|
|
2,849
|
|
|
168
|
|
|
2,681
|
|
|
NM
|
|
|||
Total rental expenses
|
|
4,088
|
|
|
1,422
|
|
|
2,666
|
|
|
NM
|
|
|||
Net operating income:
|
|
|
|
|
|
|
|
|
|||||||
Same store operating properties
|
|
4,190
|
|
|
4,108
|
|
|
82
|
|
|
2.0
|
%
|
|||
Other properties
|
|
8,499
|
|
|
433
|
|
|
8,066
|
|
|
NM
|
|
|||
Total net operating income
|
|
12,689
|
|
|
4,541
|
|
|
8,148
|
|
|
NM
|
|
|||
Other (expenses) income:
|
|
|
|
|
|
|
|
|
|||||||
Real estate-related depreciation and amortization
|
|
(9,720
|
)
|
|
(3,128
|
)
|
|
(6,592
|
)
|
|
NM
|
|
|||
General and administrative expenses
|
|
(822
|
)
|
|
(605
|
)
|
|
(217
|
)
|
|
(35.9
|
)%
|
|||
Advisory fees, related party
|
|
(2,060
|
)
|
|
(1,188
|
)
|
|
(872
|
)
|
|
(73.4
|
)%
|
|||
Acquisition costs and reimbursements
|
|
(859
|
)
|
|
(878
|
)
|
|
19
|
|
|
2.2
|
%
|
|||
Other expense reimbursements, related party
|
|
(829
|
)
|
|
(472
|
)
|
|
(357
|
)
|
|
(75.6
|
)%
|
|||
Interest expense and other
|
|
(2,876
|
)
|
|
(1,201
|
)
|
|
(1,675
|
)
|
|
NM
|
|
|||
Total expense support from (reimbursement to) the Advisor, net
|
|
4,534
|
|
|
(2,205
|
)
|
|
6,739
|
|
|
NM
|
|
|||
Total other expenses
|
|
(12,632
|
)
|
|
(9,677
|
)
|
|
(2,955
|
)
|
|
(30.5
|
)%
|
|||
Net income (loss)
|
|
57
|
|
|
(5,136
|
)
|
|
5,193
|
|
|
NM
|
|
|||
Net (income) loss attributable to redeemable noncontrolling interest
|
|
—
|
|
|
14
|
|
|
(14
|
)
|
|
100.0
|
%
|
|||
Net (income) loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss) attributable to common stockholders
|
|
$
|
57
|
|
|
$
|
(5,122
|
)
|
|
$
|
5,179
|
|
|
NM
|
|
Weighted-average shares outstanding
|
|
74,633
|
|
|
25,997
|
|
|
48,636
|
|
|
|
||||
Net income (loss) per common share - basic and diluted
|
|
$
|
0.00
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.20
|
|
|
|
•
|
an increase in real estate-related depreciation and amortization expense and advisory fees totaling an aggregate amount of $7.5 million for the three months ended March 31, 2020, respectively, as a result of the growth in our portfolio, as compared to the same period in 2019;
|
•
|
an increase in interest expense of $1.7 million for the three months ended March 31, 2020, primarily related to: (i) the interest expense derived from the two mortgage notes assumed in connection with the acquisition of the Dallas Infill Industrial Portfolio in June 2019; and (ii) an increase in the interest expense of $1.8 million from borrowings under the term loan due to an increase in average net borrowings of $268.5 million for the three months ended March 31, 2020; partially offset by a decrease in interest from borrowings under the line of credit due to a decrease in average net borrowings of $28.3 million for the three months ended March 31, 2020, as compared to the same period in 2019; and
|
•
|
a net increase in the expense support from the Advisor of $6.7 million for the three months ended March 31, 2020 primarily due to the $4.5 million of net expense support received for the three months ended March 31, 2020, as compared to the net reimbursement to the Advisor of $2.2 million pursuant to the expense support agreement between us and the Advisor of deferred fees and other expenses that were previously supported for the three months ended March 31, 2019.
|
|
|
For the Three Months Ended March 31,
|
|
For the Period
From Inception (August 12, 2014) to March 31, 2020 |
||||||||
(in thousands, except per share data)
|
|
2020
|
|
2019
|
|
|||||||
GAAP net income (loss) attributable to common stockholders
|
|
$
|
57
|
|
|
$
|
(5,122
|
)
|
|
$
|
(26,506
|
)
|
GAAP net income (loss) per common share
|
|
0.00
|
|
|
$
|
(0.20
|
)
|
|
$
|
(2.17
|
)
|
|
Reconciliation of GAAP net income (loss) to NAREIT FFO:
|
|
|
|
|
|
|
||||||
GAAP net income (loss) attributable to common stockholders
|
|
$
|
57
|
|
|
$
|
(5,122
|
)
|
|
$
|
(26,506
|
)
|
Add (deduct) NAREIT adjustments:
|
|
|
|
|
|
|
||||||
Real estate-related depreciation and amortization
|
|
9,720
|
|
|
3,128
|
|
|
35,497
|
|
|||
Redeemable noncontrolling interest's share of real estate-related depreciation and amortization
|
|
(47
|
)
|
|
(9
|
)
|
|
(89
|
)
|
|||
NAREIT FFO attributable to common stockholders
|
|
$
|
9,730
|
|
|
$
|
(2,003
|
)
|
|
$
|
8,902
|
|
NAREIT FFO per common share
|
|
$
|
0.13
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.73
|
|
Reconciliation of NAREIT FFO to Company-defined FFO:
|
|
|
|
|
|
|
||||||
NAREIT FFO attributable to common stockholders
|
|
$
|
9,730
|
|
|
$
|
(2,003
|
)
|
|
$
|
8,902
|
|
Add (deduct) Company-defined adjustments:
|
|
|
|
|
|
|
||||||
Acquisition costs and reimbursements
|
|
859
|
|
|
878
|
|
|
8,828
|
|
|||
Redeemable noncontrolling interest's share of acquisition expense reimbursements, related party
|
|
(4
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|||
Company-defined FFO attributable to common stockholders
|
|
$
|
10,585
|
|
|
$
|
(1,127
|
)
|
|
$
|
17,721
|
|
Company-defined FFO per common share
|
|
$
|
0.14
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.45
|
|
Reconciliation of Company-defined FFO to MFFO:
|
|
|
|
|
|
|
||||||
Company-defined FFO attributable to common stockholders
|
|
$
|
10,585
|
|
|
$
|
(1,127
|
)
|
|
$
|
17,721
|
|
Add (deduct) MFFO adjustments:
|
|
|
|
|
|
|
||||||
Straight-line rent and amortization of above/below-market leases
|
|
(1,418
|
)
|
|
(845
|
)
|
|
(7,512
|
)
|
|||
Redeemable noncontrolling interest's share of straight-line rent and amortization of above/below-market leases
|
|
7
|
|
|
2
|
|
|
15
|
|
|||
MFFO attributable to common stockholders
|
|
$
|
9,174
|
|
|
$
|
(1,970
|
)
|
|
$
|
10,224
|
|
MFFO per common share
|
|
$
|
0.12
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.84
|
|
Weighted-average shares outstanding
|
|
74,633
|
|
|
25,997
|
|
|
12,211
|
|
|
|
For the Three Months Ended March 31,
|
|
|
||||||||
(in thousands)
|
|
2020
|
|
2019
|
|
Change
|
||||||
Total cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
1,816
|
|
|
$
|
3,624
|
|
|
$
|
(1,808
|
)
|
Investing activities
|
|
(15,884
|
)
|
|
(43,588
|
)
|
|
27,704
|
|
|||
Financing activities
|
|
387,686
|
|
|
50,576
|
|
|
337,110
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
|
$
|
373,618
|
|
|
$
|
10,612
|
|
|
$
|
363,006
|
|
|
Source of Distributions
|
|
|
|
|
|||||||||||||||||||||||||||||||
($ in thousands)
|
|
Provided by
Expense Support (1) |
|
Provided by
Operating Activities |
|
Proceeds
from Financing Activities |
|
Proceeds from
DRIP (2) |
|
Gross
Distributions (3) |
|
Total Cash Flows from Operating Activities
|
||||||||||||||||||||||||
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
March 31
|
|
$
|
4,534
|
|
|
44.6
|
%
|
|
$
|
548
|
|
|
5.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
5,076
|
|
|
50.0
|
%
|
|
$
|
10,158
|
|
|
$
|
1,816
|
|
Total
|
|
$
|
4,534
|
|
|
44.6
|
%
|
|
$
|
548
|
|
|
5.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
5,076
|
|
|
50.0
|
%
|
|
$
|
10,158
|
|
|
$
|
1,816
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31
|
|
$
|
947
|
|
|
14.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2,216
|
|
|
34.6
|
%
|
|
$
|
3,242
|
|
|
50.6
|
%
|
|
$
|
6,405
|
|
|
$
|
(2,151
|
)
|
September 30
|
|
1,776
|
|
|
31.2
|
%
|
|
1,057
|
|
|
18.5
|
|
|
—
|
|
|
—
|
|
|
2,866
|
|
|
50.3
|
|
|
5,699
|
|
|
4,019
|
|
||||||
June 30
|
|
2,120
|
|
|
45.2
|
%
|
|
256
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
2,319
|
|
|
49.4
|
|
|
4,695
|
|
|
961
|
|
||||||
March 31
|
|
1,295
|
|
|
36.6
|
%
|
|
503
|
|
|
14.2
|
|
|
—
|
|
|
—
|
|
|
1,744
|
|
|
49.2
|
|
|
3,542
|
|
|
3,624
|
|
||||||
Total
|
|
$
|
6,138
|
|
|
30.2
|
%
|
|
$
|
1,816
|
|
|
8.9
|
%
|
|
$
|
2,216
|
|
|
10.9
|
%
|
|
$
|
10,171
|
|
|
50.0
|
%
|
|
$
|
20,341
|
|
|
$
|
6,453
|
|
|
(1)
|
For the three months ended March 31, 2020 and the year ended December 31, 2019, the Advisor provided expense support of $4.5 million and $6.1 million, respectively. Expense support from the Advisor used to pay distributions is presented above without the effect of our reimbursements to the Advisor of previously deferred fees and other expenses. We did not reimburse the Advisor for any amounts pursuant to the expense support agreement in 2020. We reimbursed the Advisor $13.6 million during the year ended December 31, 2019. See “Note 7 to the Condensed Consolidated Financial Statements” for further detail on the expense support from and reimbursement to the Advisor during the quarter. Refer to Item 8, “Financial Statements and Supplementary Data” in our 2019 Form 10-K for a description of the expense support agreement.
|
(2)
|
Stockholders may elect to have their 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 public offerings.
|
•
|
the unavailability of personnel, including executive officers and other leaders that are part of the management team and the inability to recruit, attract and retain skilled personnel—to the extent management or personnel are impacted in significant numbers by the outbreak of pandemic or epidemic disease and are not available or allowed to conduct work—business and operating results may be negatively impacted;
|
•
|
difficulty accessing debt and equity capital on attractive terms, or at all—a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our and our customers’ ability to access capital necessary to fund business operations or replace or renew maturing liabilities on a timely basis, and may adversely affect the valuation of financial assets and liabilities, any of which could affect our ability to meet liquidity and capital expenditure requirements or have a material adverse effect on our business, financial condition, results of operations and cash flows;
|
•
|
an inability to operate in affected areas, or delays in the supply of products or services from the vendors that are needed to operate effectively;
|
•
|
customers’ inability to pay rent on their leases or our inability to re-lease space that is or becomes vacant, which inability, if extreme, could cause us to: (i) no longer be able to pay distributions at our current rates or at all in order to preserve liquidity and (ii) be unable to meet our debt obligations to lenders, which could cause us to lose title to the properties securing such debt, trigger cross-default provisions, or could cause us to be unable to meet debt covenants, which could cause us to have to sell properties or refinance debt on unattractive terms;
|
•
|
an inability to ensure business continuity in the event our continuity of operations plan is not effective or improperly implemented or deployed during a disruption;
|
•
|
our inability to raise capital in our ongoing public offering, if investors are reluctant to purchase our shares;
|
•
|
our inability to deploy capital due to slower transaction volume which may be dilutive to stockholders; and
|
•
|
our inability to satisfy redemption requests and preserve liquidity, if demand for redemptions exceeds the limits of our share redemption program or ability to fund redemptions.
|
•
|
Limitations on the capital structure of the entity;
|
•
|
Restrictions on certain investments;
|
•
|
Prohibitions on transactions with affiliated entities; and
|
•
|
Public reporting disclosures, record keeping, voting procedures, proxy disclosure and similar corporate governance rules and regulations.
|
For the Month Ended
|
|
Total Number of Shares Redeemed
|
|
Average Price Paid per Share
|
|
Total Number of Shares Redeemed as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares That May Yet Be Redeemed Under the Plans or Programs (1)
|
|||||
January 31, 2020
|
|
44,747
|
|
|
$
|
9.80
|
|
|
44,747
|
|
|
—
|
|
February 29, 2020
|
|
17,604
|
|
|
9.91
|
|
|
17,604
|
|
|
—
|
|
|
March 31, 2020
|
|
4,787
|
|
|
9.76
|
|
|
4,787
|
|
|
—
|
|
|
Total
|
|
67,138
|
|
|
$
|
9.83
|
|
|
67,138
|
|
|
—
|
|
|
(1)
|
We limit the number of shares that may be redeemed per calendar quarter under the program as described above.
|
Exhibit Number
|
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
99.1*
|
|
|
|
|
|
99.2
|
|
|
|
|
|
101
|
|
The following materials from Black Creek Industrial REIT IV Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 12, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
|
May 12, 2020
|
By:
|
|
/s/ JEFFREY W. TAYLOR
|
|
|
|
Jeffrey W. Taylor
Managing Director, Co-President
(Principal Executive Officer)
|
|
|
|
|
May 12, 2020
|
By:
|
|
/s/ THOMAS G. MCGONAGLE
|
|
|
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
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
|
b.
|
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.
|
|
|
|
May 12, 2020
|
|
/s/ JEFFREY W. TAYLOR
|
|
|
Jeffrey W. Taylor
Managing Director, Co-President
(Principal Executive 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
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
|
b.
|
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.
|
|
|
|
May 12, 2020
|
|
/s/ THOMAS G. MCGONAGLE
|
|
|
Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
May 12, 2020
|
|
/s/ JEFFREY W. TAYLOR
|
|
|
Jeffrey W. Taylor
Managing Director, Co-President
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
May 12, 2020
|
|
/s/ THOMAS G. MCGONAGLE
|
|
|
Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
/s/ Altus Group U.S., Inc.
|
May 12, 2020
|
|
Altus Group U.S., Inc.
|